UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FormFORM 10-K

x Annual Report pursuant to Section(Mark One)

☒     ANNUAL REPORT UNDER SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20172019

¨ Transition Report pursuant to Section☐     TRANSITION REPORT UNDER SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ________________________ to______________

Commission file number 333-209903

GSG GROUP, INC.

(Exact name of small business issuerregistrant as specified in its charter)

Nevada	2750	37-1769300
(State or other jurisdiction of incorporation or organizationorganization)	Primary Standard Industrial Classification Number	IRS(I.R.S. Employer Identification NumberNo.)

18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve,Haagwinde 20, 5262 KZ Vught, The Netherlands

Phnom Penh, Cambodia.

Tel: +85523962303

(Address and telephone number of registrant’s principal executive offices)

Registrant’s telephone number, including area code: +31 (623)-407-058

Securities registered under Section 12(b) of the Act:

Securities registered under Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ ☐     No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Act Yes ¨ ☐ No x☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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. Yes x ☒     No ¨☐

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). Yes ☒     No ☐

Yes ¨ No x  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ No x☐

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):

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

StateAs of December 31, 2019, the numberregistrant had 49,125,000 shares of shares outstanding of eachcommon stock issued and outstanding. As of the issuer’s classesdate of this document the registrant had 30,125,000 shares of common equity,stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of the latest practicable date: 30,300,000 common shares issued and outstanding asdate of December 31, 2018.this document.

DOCUMENTS INCORPORATED BY REFERENCE 

No documents are incorporated into the text by reference. 

TABLE OF CONTENTS

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PART I

PART IForward Looking Statements

Item 1. Description of Business

Forward looking statement notice

Statements made in this Form 10-KThis Annual Report contains forward-looking statements that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”)involve risk and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by theuncertainties. We use of termswords such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that“anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statementsstatements. Investors should be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any suchaware that all forward-looking statements which speak onlycontained within this filing are good faith estimates of management as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could causeof this report. Our actual results and events tocould differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise anyin these forward-looking statements to reflect events or circumstances afterfor many reasons, including the date of such statement or to reflectrisks faced by us as described in the occurrence of anticipated or unanticipated events.“Risk Factors” section and elsewhere in this report.

Financial information contained in this quarterly report and in our unaudited interimGeneral

Our financial statements isare stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.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. (formerly known as Wike Corp.) (“the Company”, “we”, “us” or “our”) washas been incorporated as Wike Corp. in the State of Nevada on November 11, 2014. Initially we were a development-stage company in a business ofthe ornamental ribbons printing on ornamental ribbons. Our initial office was located at Via Lodovico Berti, 40131, Bologna, Italy.

business. On April 6, 2017, Corina Safaler,we changed the Company’s former Directorbusiness to consulting services for investors into the Asian real estate market and CEO, completed a transaction with Wentao Zhao, by which Mr. Zhao acquired 4,500,000 shares of common stock, representing 74% ownership of the Company.other growth industries. On the same date, the shareholders of the Company voted Sreyneang Jin as Director and CEO, and Gim Hooi Ooi as CFO. The new management decided to cease the existing business of printing ornamental ribbons and explore new business plan that will generate sufficient cash flows and profits to the Company. The Company has leased a new office at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia for future business.

On August 17,September 15, 2017, the Board of Directors of the Company approved that the Company changed its name change to GSG Group Inc. and the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Nevada Secretary of State. The name change was approved by the Financial Industry Regulatory Authority (“FINRA”("FINRA") on September 15, 2017.and the Company began discussions to add Medical Devices production and trading to its business portfolio. Since July 24th, 2020 the Company has its office at Haagwinde 20, 5262 KZ Vught, The Netherlands.

ProductOn May 15, 2018 Mr. Chen, the holder of 19,000,000 ordinary shares in the company, then representing ca. 63% of all voting rights, and Comindus Finance Corp entered into an agreement whereas Comindus Finance was to purchase 19,000,000 shares of Company´s common stock from Mr. Chen. While the shares were transferred to Comindus Finance Corp. as per July 31, 2018, the transaction was cancelled and unwound shortly thereafter, so that Mr. Chen remained throughout the entire time, the rightful owner of 19,000,000 shares. As per July 7, 2020 Mr. Chen has been re-entered on the share register accordingly.

Between May 12, 2019 and Nov 25, 2019 Mr Gim Hooi OOI, our then CEO, sold and assigned a total of US$ 40,300.00 in debt owed to him by the Company to several parties. As per Nov 28, 2019, Decimus Beheer B.V. and Medical Consult Europe B.V. converted US$ 17,000.00 each into a total of 18,825,000 new restricted shares.

On August 28, 2019 Company entered into an Asset Assignment Agreement (as amended on July 12, 2020) with Prejex Holding GmbH in Germany, under which it acquires certain brand rights (brand registration and the Prejex website, current 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 a 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, Company agrees 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.

On July 12, 2020, Mr Xin Chen entered into a Share Cancelation Agreement with the Company, agreeing with the Company that 19,000,000 of his shares of Company´s common stock be cancelled. On July 28, 2020 the board of directors of the Company adopted a board resolution to cancel said number of shares and on August 8, 2020 signed an instruction to the Company´s transfer agent to cancel the shares accordingly. On November 06, 2020 said 19,000,000 shares have been cancelled.

On July 13, 2020, the shareholders of the Company in a majority vote appointed Mr. Frank Raymakers as 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 new director and Chief Sales Officer. Mr. Gim Hooi OOI was appointed as the new Chief Marketing Officer.

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:

The following sets forth the name and position of each of our executive officers and directors as at the date of this document:

Frank Raymakers

Mr. Frank Raymakers, age 64, – President & CEO – has over 25 years of hands-on experience in marketing and sales in the medical devices industry. As founder & CEO of PREJEX GmbH Frank has extensive experience in the needle-free injection devices area. Frank and his business partner Maarten Stuut acquired the assets of Injex GmbH and began efforts to get the products into the U.S. market. Frank contributes largely by bringing his relationships in Europe, Middle East and the U.S. to the Company as well establishing new leads, refining GSG Group´s business model, promoting and managing sales channels of its devices and products. He will also oversee production and distribution of the PREJEX needle-free injection product line to produce optimum results for the Company. Past positions in his career include, for example, Honeywell, MedX Health Canada or Nonin, all of which he was involved in product rollouts in Western Europe, taking their sales from zero to several million USD within a few months.

Maarten Stuut

Mr. Maarten Stuut, age 59, – Vice President & CFO – also a founder & director of PREJEX GmbH, is a serial entrepreneur and investor with 30 years of business experience in telecommunications and medical devices. Maarten will work with Frank Raymakers to manage all European manufacturing, Quality Systems, and regulatory activities. Maarten owns several small companies and manages sales and growth of these businesses in Europe and the Middle East. One of his last endeavors was Simpel, a Netherlands Telco company he founded and later sold at some 40+m USD – Simpel is valued at around 100m USD today. Maarten is responsible for coordinating all financing matters for our Company as well as financial controlling of the PREJEX product line – from procurement and production to global delivery. He will also work with Frank to scale deal flow and sales in the European, Middle East and African regions and expand into other markets of interest.

Alfred Kelly

Mr. Alfred Kelly, age 54, – Chief Operating Officer – is a strategic and results driven business developer with over 20 years of accomplishments growing revenue, advancing market position, strengthening product portfolio, streamlining supply chain and expanding customer base within diverse competitive markets. His extensive international and domestic background in senior management, sales and marketing in medical devices, network communications, industrial and commercial markets will allow him to manage all our North American operations. In his career Mr. Kelly held senior management and C-Level positions with multiple organizations, e.g. Honeywell-Envitec (Germany), Plexus (USA) or HealthSTATS (Singapore). On his most recent project in France he generated and then managed customer accounts and business volume in excess of 10m USD.

Eric P. Ditkowsky

Mr. Eric P. Ditkowsky, age 62, - Chief Sales Officer – is a highly experienced leader with over 20 years in the medical and life sciences technology sector. He has developed relationships with several Fortune 100 companies such as Dell Healthcare, WebMD, Best Buy, PSS World Medical, Honeywell HomMed as well as with the Accountable Care Association of America (ACCA) and the United States Department of Veteran Affairs (VA), Healthcare Finance Management Association (HFMA), Medical Group Management Association (MGMA), to name a few. As our Chief Sales Officer (Americas) he brings his wealth of experience and network to the Company and will help to quickly implement our market entry and substantial market expansion through a growing number of global distributors, pharmacies, physicians, and directly online.

Gim Hooi OOI

Gim Hooi Ooi, age 39, - Chief Marketing Officer – had earlier been serving as a Senior Relationship Manager of Alliance Bank Malaysia Berhad since 2013. From 2012 to 2013, he served as an Account Relationship Manager at Hong Leong Bank Berhad. From 2009 to 2012, he served as a Team Leader at UOB (M) Bank Berhad. Mr. Ooi brings his extensive experience in banking, financial services and compliance procedures to the Company.

Products

Originally, our products included ribbons, notebooks, plastic items and other printed goods of that kind, where we specialized mostly on ribbons printing. Since 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 production of medical devices in Cambodia.

FollowingOn August 28, 2019 and July 12, 2020 we signed the changeAsset Assignment Agreement which stipulates the acquisition of controlcertain brand and management on April 6, 2017production rights from Prejex Holding GmbH in Germany, which allow us the Company ceased the existing businessproduction and started exploring new businesses to generate revenue.distribution of certain needle free injection devices globally.

Target marketMarket Overview

Operating fromOther than applying our Cambodia head office, management has begun moving into the business consulting space for inbound Cambodia investors and local businesses. From our presence on the groundnetwork in Cambodia we are exposed to and increasingly connected to the local business world and in an excellent position to identify special opportunities and demand for goods or services.

Potential target areas are in the tourism industry, real estate development and general public and private infrastructure as well as in telecoms,to identify potential production sites, our most recent inclusion of the medical devices space with the needle free injection technology and transportation.has led us to put more focus on a US market roll-out for the ready produced devices.

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According to Datamonitor Healthcare, 35% of global prescription sales for the top 50 pharmaceutical companies were attributed to injectable drugs, with sales growing at 43% from 2010 to 2018. The combination of the growing importance of injectable drugs, to the phobia caused by needles, the increase in self-administered or “at home” injections, and the rising cost associated with needle stick injuries, provides the dynamics for the accelerated growth of the needle-free or injection technology marketplace.

Industry analysisThe global needle-free drug delivery devices market was valued at USD 10.9 billion by 2019, following a 2012-2019 compound annual growth rate (CAGR) of 14.6%.

DueIn 2019, insulin delivery for diabetes was observed to be the leading application segment accounting for 31.0% of the total market already then. According to the long time relative political isolationWorld Health Organization (WHO), the total number of people diagnosed with diabetes was 177 million in 2000 and followingis expected to reach 300 million by 2025. Thus, the more open approachrise in prevalence of diabetes and increasing non-communicable diseases has been and is expected to inbound investments sincecontinue to boost the growth of the needle-free drug delivery devices market globally.

North America was observed to be the largest market for needle-free drug delivery devices and accounted for 43.1% of the total market in 2019. The market is mainly driven by high public awareness about 5-7 years,novel drug delivery systems, government initiatives for the much increased interestintroduction of needle free drug delivery devices in community vaccination programs and key players domiciled in this region. Asia Pacific was observed to be one of the fastest growing markets with the highest CAGR of 16.3% during the period from neighboring2013 to 2019. The factors attributed to the growth of the market are opportunities available with a wide range of undiscovered applications and untapped countries with high potential in this geography.

About us

GSG Group Inc. (GSGG) is a shell company currently looking to leverage its managements´ excellent network globally to initiate business activities in highly profitable geographical and industrial areas. At this point our focus is on establishing the production of needle free injection devices in locations in Europe and Asia but also internationally, Cambodia sees good growth rates and substantial momentum, specificallythe sale of such devices first in the areas just mentioned aboveNorth American markets, followed shortly by sales globally in our target markets. The relative investment backlog combined with increased trust in the Cambodian government and ministries makes for a very good general business environment we intend to profit from.

Marketing2021.

We are working on marketing our services mostly on a mouth to mouth basis, which is possible due toproducts through our long built networknetworks to all relevant business owners,partners, industry leaders and decision makers in our target markets locally. We intend to increase our online presences and to 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 shall attract many clients and develop a strong reputation of quality, diligent and efficient service and product provider. Hopefully, our clients will continue to readily recommend us to others.

CompetitionEmployees

The levelAs of competition inDecember 31, 2019, the Company only had 1 employee, i.e. our target line of business is still lower than in other further developed countries and we rely on our targeted performance benchmarks in result driven, competent consulting that we can offer at a competitive fee level due to our still lean structure and organization.director.

Insurance

We do not maintain any insurance, but will decide on a case by case basis if professional indemnity cover would be advisable, depending largely on the size and subject matter of our advisory mandates. If we were made a party of a products liability action and, in the case would not have arranged for insurance cover, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees

We are a development stage company and currently have no employees, other than our officers and directors.

Offices

The phone number is +85523962303.+31 (623)-407-058. The office is located at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia.Haagwinde 20, 5262 KZ Vught, The Netherlands, which is provided by our director free of charge.

Government Regulation

We will beare required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the consulting firms and operation of any facilitybusiness 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.

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Legal Proceedings 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

ItemITEM 1A. Risk FactorsRISK FACTORS

Not applicable to smaller reporting companies.

ItemITEM 1B. Unresolved Staff CommentsUNRESOLVED STAFF COMMENT

Not applicable to smaller reporting companies.applicable.

ItemITEM 2. Description of PropertyPROPERTIES.

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.

ItemITEM 3. Legal ProceedingsLEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings toagainst our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which we are aour director, officer or affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.interest.

ItemITEM 4. Mine Safety DisclosuresMINE SAFETY DISCLOSURES.

Not applicable.None.

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PART II

PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Item 5. Market for Common Equity and Related Stockholder Matters

Market InformationSecurities

Our common stock is listed on the Over theOver-the Counter Bulletin Board. As of December 31, 2017,There has been no sharesactive trading of our common stock have traded.stock.

NumberHolders of Holdersour Common Stock

As of December 31, 2017, the 30,300,0002019 and 2018 there were 10 and 12 registered stockholders holding 49,125,000 (2018: 30,300,000) shares in aggregate of our issued and outstanding common stock. As of the date of this document, there were 50 registered stockholders holding 30,125,000 shares in aggregate of our issued and outstanding common stock were held by a total of 8 shareholders of record.stock.

DividendsDividend Policy

No cashThere 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:

We have not declared any dividends and we do not, at this point in time, plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

There were paid onno recent sales of unregistered securities. As of December 31, 2019, 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 years ended December 31, 2019 and December 31, 2018, respectively.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Results of Operations

We recorded no revenues for the fiscal year ended December 31, 2017.

Recent Sales2019 (year ended December 31, 2018: $0) and incurred no cost of Unregistered Securitiesgoods sold for the year ended December 31, 2019 (year ended December 31, 2018: $0). Respectively, there was no gross profit or loss recorded for the year ended December 31, 2019 (from a gross profit of $0 for the year ended December 31, 2018).

The operating expenses comprised general and administrative expenses of $23,222 for the recent period (compared to $15,600 for the year ended December 31, 2018), an increase of 49%. This increase was mainly caused by an increase of professional fees from the transfer agent due to multiple transfer incidents.

The net loss for the year ended December 31, 2019 was $23,222 (year ended December 31, 2018: $15,600), an increase of 49%, caused by increased operating expenses, see above.

Our total assets at December 31, 2019 were $200 (December 31, 2018: $200) which was all cash (December 31, 2018: $200)

Our total current liabilities at December 31, 2019 were $71,884 which comprised accrued liabilities of $15,444 and payables to related parties of $56,440. The current liabilities at December 31, 2018 were $82,662 which mainly comprised accrued liabilities of $2,039 and other payables to related parties of $80,623. The decrease in payables to related parties is largely due to the debt conversion into new equity.

We currently anticipate our operating expenses (being legal and profession 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, 2019 the Company hashad authorized 75,000,000 $0.001 par value(December 31, 2018: 75,000,000) shares of common stock authorized.

On August 10, 2015, the Company issued 4,500,000 shareswith a par value of common stock to a director for cash proceeds of $4,500 at $0.001 per share.

On August, 2016,As of December 31, 2019, the Company issued 570,000 shares of common stock for cash proceeds of $5,700 at $0.01 per share.

On September, 2016, the Company issued 990,000 shares of common stock for cash proceeds of $9,900 at $0.01 per share.

On April 6, 2017, Mrs Corina Safaler sold 4,500,000 shares of common stock to Mr. Wentao Zhao for $305,000 in cash, representing 74% ownership of the company.

On October 19, 2017, the shareholders of the company voted for a 5:1 forward split and as at Decemberhad 49,125,000 (December 31, 2017 there were 30,300,0002018: 30,300,000) shares of common stock issued and outstanding.

Purchase of our Equity Securities by Officersoutstanding and Directors

On August 10, 2015, the Company offered and sold 4,500,000 restricted shares of commonthere were no outstanding stock to our president and director, Arusyak Sukiasyan, for a purchase price of $0.001 per share, for aggregate offering proceeds of $4,500, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.

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Other Stockholder Matters

None.

Item 6. Selected Financial Data

Not applicable to smaller reporting companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equityoptions or debt securities.

Liquidity and capital resources

As at December 31, 2017, our total assets were $5,518. Total assets were entirely comprised of current assets.

As at December 31, 2017, our current liabilities were $72,380 and Stockholders’ equity was a deficit of $66,862.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the year ended December 31, 2017 net cash flows used in operating activities was $79,971.

CASH FLOWS FROM INVESTING ACTIVITIESwarrants.

For the year ended December 31, 20172019 we did record anyreported a net loss of $23,222 and an accumulated deficit of $139,069. At December 31, 2019 we had cash flows used in fixed assets purchased.

CASH FLOWS FROM FINANCING ACTIVITIES

Foron hand of $200. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2017 net2019 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our minimal cash flows providedand 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 financing activities was $84,487, with $134,392 from related parties´s loans,the outcome of this uncertainty. There are no assurances we will be successful in our efforts to whom we repaid $49,905.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.

Management’s discussion and analysis

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

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Liquidity and Capital Resources

We qualify as an “emerging growth company” under the JOBS Act. As a result,At December 31, 2019, we are permitted to,had $200 in cash and intend to, relythere were outstanding liabilities of $71,884 (cash of $200 and liabilities of $82,662 on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

·	Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
·	Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;
·	Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
·	Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
·	Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition periodDecember 31, 2018, respectively). There were $16,117 used by operations in 2019 ($85,792 net cash used through operating activities in 2018, respectively) and 16,117 provided through financing activities in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year2019 (2018: $80,623). This resulted in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as definedno changes in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is heldnet cash in 2019 (a decrease by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion$5,169 in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.2018, respectively).

Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because wetwo major shareholders, Decimus Beheer B.V. and Medical Consult Europe B.V. have, generated only limited revenues to date.

To meet our needs for cash we are attempting to raise money from this offering and from selling our printed ribbons. We believe that we will be able to raise enough money through this offering or through selling our productstheir directors, verbally agreed to continue our proposed operationsto loan the company funds for operating expenses in a limited scenario, but we cannot guarantee that once we continue operations we will stay in business after doinghave entered no legal obligation to do so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. We have signed sales contract, and we believe that we might get a production order for this customer in the nearest time.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely..

Plan of operation

We intend to commence revenue generating operations in the business of business consulting. Even though we generated some revenues while operating in the ribbon printing business, we have generated $3,800 in revenue since switching to our new business model under the new management.

We have generated limited revenues in the amount of $19,200 to date.

We will not be conducting any product research or development. Further we do not expect significant changes in the number of employees.

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Off-balance sheet arrangements

We have no 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.

Limited operating history; need for additional capital

There is nolimited historical financial information about us upon which to base an evaluation of our performance. We have meaningfully commenced business operations based upon the amount of revenue we have been able to generate. We are in start-up stage operations and have generated limited revenues to the date.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 shareholder.shareholders.

Item 7A. Quantitative and Qualitative Disclosures about Market RiskOff-Balance Sheet Arrangements

Not applicableWe 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 2 of the financial statements in ITEM 8 below.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Disclosure not required for a smaller reporting companies.Company.

Item 8. Financial Statements and Supplementary Data

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GSG GROUP INC.

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm

StockholdersTo the Shareholders and the Board of Directors of GSG GROUP INC.Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheetsheets of GSG Group Inc. (the “Company”) as of December 31, 20172019 and 2016,2018, and the related statements of comprehensive loss,operations, changes in stockholders’ equity/(deficit),deficit, and cash flowsflows for the yearyears ended December 31, 20172019 and 2016,2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for the yearyears ended December 31, 20172019 and 2016,2018, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB.reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Chen Cao

JTC Fair Song CPA Firm

Shenzhen, China

November 25, 2020

The accompanying notes are an integral part of these financial statements

GSG GROUP INC.

BALANCE SHEETS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

(AUDITED)

See accompanying notes to financial statements.

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GSG GROUP, INC.

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

(AUDITED)

SeeThe accompanying notes toare an integral part of these financial statements.statements

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GSG GROUP, INC.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016SHAREHOLDERS' DEFICIT

SeeThe accompanying notes toare an integral part of these financial statements.statements

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The accompanying notes are an integral part of these financial statements

GSG GROUP INC.

STATEMENTS OF CASH FLOWS

(AUDITED)

See accompanying notes to financial statements.

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GSG GROUP INC.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESSNote 1: Organization and Basis of Presentation

GSG Group Inc. (“(the “Company”) is a for profit corporation established under the Company”, “we”, “us” or “our”) was incorporated incorporate laws of the State of Nevada on November 11, 2014. We are a development-stage company in a business of printing on ornamental ribbons. Our office is located at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia.

NOTE 2 – GOING CONCERNThe Company is in the development phase and is currently evaluating to enter into the tourism, real estate and medical devices sectors as consultant or operator.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of December 31, 2019 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “GSG,” “we,” “us,” “our” or the “Company” are to GSG Group Inc.

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation 

The accompanying financial statements of the Company for the years ended December 31, 2019 and 2018 have been prepared in conformityaccordance with accounting principles generally accepted accounting principles, which contemplate continuationin the United States of America (“U.S. GAAP”).

Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern. However, the

The Company had limited revenues as ofoperations during the year ended December 31, 2017.2019 with a net loss of $23,222. There is no guarantee that the Company will continue to generate revenues. The Company currently hasreport of our independent registered public accounting firm on our financial statements for the year ended December 31, 2019 contains an explanatory paragraph regarding our ability to continue as a negative working capital, but has not completed its efforts to establish a stabilizedgoing concern based upon our minimal cash and no source of revenues sufficientwhich are insufficient to cover our operating costs over an extended period of time. Therefore, there iscosts. These factors, among others, raise substantial doubt about the Company’sour ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capitalborrowings from related party to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets.expenses. In light of management’s efforts, there are no assurances that the Company will be successful in this or 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.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.

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 amountamounts of revenues and expenses during the reporting 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with thean original maturitiesmaturity of three months or less when purchased to be cash equivalents. The Company had $5,369

Fair Value of cashFinancial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2017 and $853 of cash as of December 31, 2016.2018.

InventoriesAuthoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

Inventories are stated

Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had no inventory as of December 31, 2017 and $2,439 in inventory as of December 31, 2016.measurement date.

Depreciation, Amortization,Level 2 - Inputs include quoted prices for similar assets and Capitalizationliabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Basic and Diluted Loss per Share

The Company records depreciationcomputes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and amortization when appropriate using both straight-line and declining balance methods overdiluted earnings per share on the estimated useful lifeface of the assets. We estimate thatstatement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the useful lifeweighted average number of Industrial printing machine JMD/ADL 330B, furnitureoutstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and computer is five years. Expenditures for maintenancetherefore, basic and repairsdiluted earnings (loss) per share are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.equal.

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GSG GROUP INC.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Intangible assets

Intangible Assets outlines the accounting requirements for intangible assets, which are non-monetary assets which are without physical substance and identifiable (either being separable or arising from contractual or other legal rights). Intangible assets meeting the relevant recognition criteria are initially measured at cost, subsequently measured at cost or using the revaluation model, and amortized on a systematic basis over their useful lives (one year for our website), based on pattern of benefits (straight-line is the default).

Fair Value of Financial Instruments

AS 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:

The carryingRevenue Recognition

In accordance with ASC 605 “Revenue Recognition”, the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable.

Revenue is measured at the fair value of cashthe consideration received or receivable, net of discounts and taxes applicable to the revenue. Revenue is recognized when the product has been prepaid by the customer, shipped from either our office or one of our vendors and the Company’s loan from shareholder approximates its fair value dueproduct has been delivered to, their short-term maturity.or picked up by, the customer.

Income TaxesThe Company has had no revenue for the reporting year ended December 31, 2019.

Income taxes are accounted for underTaxes

We use the asset and liability method. Deferredmethod of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax assets and liabilities areexpense is recognized for the futureamount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences attributable toof temporary differences between theresulting from matters that have been recognized in an entity’s financial statement carrying amounts of existing assets and liabilities and their respectivestatements or tax bases, and operating loss carry forwards.returns. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in incomethe results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets reported if based on the weight of the available positive and negative evidence, it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized.

Revenue RecognitionASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

The Company willhas evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law enacted in 2018.

Recent Accounting Pronouncements

In May 2014, the FASB issued asu No. 2014-09, Revenue from Contracts with Customers (Topic 606). This amendment supersedes Topic 605 by establishing core principles that an entity should follow when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2015-14 amended the guidance to be effective for annual reporting periods after December 15, 2017, including interim period within that reporting period. In applying ASC Topic 606, the Company is required to 1) identify any contracts with customers, 2) determine if multiple performance obligations exist, 3) determine the transaction price, 4) allocate the transaction price to the respective obligation, and 5) recognize the revenue in accordance with ASC topic 605 “Revenue Recognition”.as the obligation is satisfied. Revenue is recognized whenin an amount that reflects the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3)consideration to which the fee is fixedentity expects to be entitled in exchange for those products 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.services.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2017 and 2016 there were no potentially dilutive debt or equity instruments issued or outstanding.

Comprehensive Income

Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of December 31, 2017 there were no differences between our comprehensive income and net income.

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The adoption of ASC Topic 606 will not result in a cumulative impact on the financial statements.

GSG GROUP INC.

NOTES TO THE NANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31,In February 2016,

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

We have reviewed the FASB issued ASU 2016-02, Leases, which requires an entity to recognize long-term lease arrangements as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all long-term leases, whether operating or financing, while the recently issued, but not yet effective, accounting pronouncementsincome statement will reflect lease expense for operating leases and we doamortization/interest expense for financing for the Company beginning on January 1, 2019. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented I nthe financial statements. Early adoption is permitted. Management does not believe anythe adoption of these pronouncementsASU 2016-02 will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.Company´s financial statements.

NOTE 4 – LOAN FROM DIRECTORIn June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. This guidance is effective for the Company as of January 1, 2019. Based on the completed analysis, the Company has determined the adjustment does not have an impact on the financial statements.

DuringIn July 2017, the year endedFASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): “(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Companies and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” Part I of this amendment addresses complexities of accounting for certain financial instruments with down round features, and Part II addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity. For public entities, this guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The amendments in Part II require no transition guidance, as the amendments have no accounting effect.

Reclassification

Certain comparative figures have been reclassified so as to conform to the current year’s presentation. The reclassification has had no effect on the reported results of operations or accumulated deficit.

Note 3: Capital Stock

At December 31, 2017 our directors have loaned2019, we recorded $49,125 as equity and 18,261 paid in excess of par, represented in 49,125,000 shares issued and outstanding ($30,300 as equity and 3,086 paid in excess of par, represented in 30,300,000 shares issued and outstanding, in 2018 respectively).

On November 06, 2020, subsequent to the Company $134,392. This loan is unsecured, non-interest bearingreporting period, 19,000,000 shares were cancelled, leaving 30,125,000 shares issued and due on demand.outstanding ($30,125 as equity and $37,261 as paid in excess of par) as of the date of this document.

The balance due to directors was $49,905 asAs of December 31, 2017.

NOTE 5 – FIXED ASSETS

As a result of2019 and 2018, the terms of the transaction between Mrs Safaler and Mr Zhao on the 74% share block, the company no longer has any fixed assets as at December 31, 2017.

NOTE 6 – INTANGIBLE ASSETS

As a result of the terms of the transaction between Mrs Safaler and Mr Zhao on the 74% share block, the company no longer has any intangible assets as at December 31, 2017.

NOTE 7 – COMMON STOCK

The Company has 75,000,000, $0.001 par valueauthorized shares of common stock authorized.

On August 10, 2015, the Company issued 4,500,000of 75,000,000 shares of common stock towith a director for cash proceedspar value of $4,500 at $0.001 per share.

On September, 2016, the Company issued 1,560,000 shares of common stock for cash proceeds of $15,600 at $0.01 per share.

On April 6, 2017, Mrs Corina Safaler sold 4,500,000 shares of common stock to Mr. Wentao Zhao for $305,000 in cash, representing 74% ownership of the company.

On October 19, 2017, the shareholders of the company voted for a 5:1 forward split and as at December 31, 2017 there were 30,300,000 shares of common stock issued and outstanding.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

None

NOTE 9 – INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

The Company has no tax position as of December 31, 2017 for which the ultimate deductibility is highly certain2019 and for which2018, there is uncertainty also about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interestwere no outstanding stock options or penalties were recognized during the period presented. The Company had no accruals for interest and penalties as of December 31, 2017. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.warrants.

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Note 4: Income Taxes

GSG GROUP INC.

NOTES TO THE NANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

NOTE 9 – INCOME TAXES (CONTINUED)

The valuation allowance as of December 31, 2017 was approximately $3,489 (at year ended December 31, 2016 was approximately $3,489). The net change in valuation allowance as of year ended December 31, 2017 was $3,115 (and $3,115 during the year ended December 31, 2016). In assessing the realizability ofDeferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate

On December 22, 2017, the US Congress enacted the Tax Cuts and Jobs Act (Tax Reform Legislation), which made significant changes to US federal income tax law including a reduction in the corporate tax rate to 21% for tax years beginning with 2018. These changes will impact the changes in the valuation allowance, components of the tax rate reconciliation and realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2017. All tax years since inception remains open for examination by taxing authorities.loss carryforwards.

The Company has a net operating lossdid have an income tax provision or benefit for tax purposes totaling approximately $89,986 as of December 31, 2017 (and $9,163 atthe year ended December 31, 2016), expiring through 2036. There is2018 and 2017. The Company has incurred losses and therefore has provided a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to afull valuation against net deferred tax asset,assets as December 31, 2019 and 2018.

The significant components of deferred tax assets and liabilities are as follows:

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit as of December 31, 2017 and December 31, 2016 as follows:

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GSG GROUP INC.

NOTES TO THE NANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016

NOTE 10 – SUBSEQUENT EVENTS

Change in Control

On November 22, 2017 Mr. Zhao and Mr. Xin Chen had entered into an agreements whereas Mr. Chen would purchase from Mr. Zhao 3,900,000 shares of the common stock of Company against a cash payment of $260,000, the shares representing 65% of all Company´s common stock and a further 600,000 shares purchased by two non-notifiable buyers. At the time all transfers were affected on the share register on February 28, 2018, the forward split had been implemented, giving Mr. Chen a position of 19,500,000 shares, or 65%. Mr Chen then disposed of further 200,000 shares, leaving him with 19,300,000 shares representing 64% of control over the Company as per.

On May 15, 2018 Mr. Chen and Comindus Finance Corp entered into an agreement whereas Comindus Finance was to purchase 19,300,000 shares of Company´s common stock from Mr. Chen. While the shares were transferred to Comindus Finance Corp. as per July 31, 2018, the transaction was cancelled and unwound shortly thereafter, so that Mr. Chen remained throughout the entire time and still remains at the date of this document, the rightful owner of these 19,300,000 shares. The transfer agent has been instructed to re-enter Mr. Chen on the share register accordingly, the process of which has not yet been completed.

Director changes

On May 21, 2018, Ms. Jin Sreyneang rendered her resignation as director of the company in anticipation of the new controlling shareholder wishing to appoint director(s) as per his choosing. However, following the unwinding of the control block transfer, no new directors have been appointed. The resignation of Ms. Sreyneang was confirmed by shareholder vote on December 04, 2018. In that same meeting shareholders agreed to make Mr. Ooi the new President, CEO and Treasurer of the Company.

Material contracts

On November 29, 2018, the Company entered into a Share Exchange Agreement under which it seeks to acquire 100% of the shares of a US-based private company that holds certain rights and contracts in the area of medical devices. Under the agreement Company will issue a certain number of new shares to the shareholders of the target company against receipt of their shares in the target company. While the agreement has been executed and adopted by shareholder vote on December 04, 2018, both parties are currently working on the deliverables to affect closing. The parties have agreed confidentiality over the details of the agreement until closing has occurred.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A (T) Controls and Procedures

Disclosure Controls and Procedures.Note 5: Related Party Transactions

The director of the Company maintainsprovided office space and services free of charge. During the year ended December 31, 2019 our then CEO, Mr. Gim Hooi OOI paid $0 against expenses paid on behalf of the Company and had, during that same period received $0 repaid from the Company. As of December 31, 2019, the Company owed $40,323 to Mr. OOI under a related party loan ($80,623 on December 31, 2018, respectively), which is non-interest bearing and due on demand.

Note 6: Subsequent Events

On July 13, 2020, the shareholders of the Company in a majority vote appointed Mr. Frank Raymakers as 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 new director and Chief Sales Officer. Mr. Gim Hooi OOI was appointed as the new Chief Marketing Officer.

On November 06, 2020, 19,000,000 shares of common stock were cancelled according to the Share Cancelation Agreement dating July 12, 2020.

There are no other subsequent events to report. However, despite the Asset Assignment Agreement having been executed on August 28, 2019 and amended on July 12, 2020 we have also not had any revenue generated from business between the end of the reporting period and the date of this report.

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 RuleRules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and proceduresAct) as of the end of thefiscal period ending December 31, 2018 covered by this report.Annual Report on Form 10-K. Based upon thatsuch evaluation, our principal executivethe Chief Executive Officer, Directors, and principal financial officerChief Financial Officer ha d concluded that, as of the end of such period, the period covered by this report, the Company’sCompany'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 effective.relate to reporting periods after December 31, 2018.

Our managementManagement's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’sadequate internal control over financial reporting during(as defined in Rules 13a-15(f) and 15d-15(f) of the quarterly period covered by this report that has materially affected, orExchange Act) of the Company. Internal control over financial reporting is reasonably likelya process designed to materially affect,provide reasonable assurance regarding the Company’sreliability 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.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.

Item 9B. Other Information.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.

NoneManagement, 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, 2019 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.

Part III

PART III

ItemITEM 10. Directors, Executive Officers, Promoters and Control Persons of the Company

DIRECTORS, AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following sets forth the name age and titlesposition of each of our executive officers and directors are as follows:of the end of the reporting period.

The following sets forth the name and position of each of our executive officers and directors as of the date of this document.

During the past ten years, neither Ms. Sreyneang nor Mr Ooi have been the subject to any of the following events:

1. Any bankruptcy petition filed by or against any business of which director was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Director’s involvement in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

TERM OF OFFICE

Our directors are appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of two members, who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no existing relationships which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

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Table of Contents

ItemITEM 11. Executive CompensationEXECUTIVE COMPENSATION.

MANAGEMENT AND DIRECTORS COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on November 11, 2014 until December 31, 2017:

Summary Compensation Table