UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

x ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2017March 31, 2021

 

o ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to __________

 

Commission file number 333-209903

 

GSG GROUP INC.

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

 

Nevada

2750

2750

37-1769300

State or other jurisdiction

of incorporation or organization

Primary Standard Industrial

Classification Number

IRS Employer

Identification Number

 

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

Tel: +85523962303+31 (623)-407-058

(Address and telephone number of principal executive offices)

 

WIKE CORP.

(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. 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 ☐

 

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

Non-accelerated filer

¨

Large accelerated filer

¨

Smaller reporting company

x

Emerging growth company

x

 

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

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,060,00030,125,000 common shares issued and outstanding as of November 14, 2017.June 10, 2021.

 

 

GSG GROUP INC.

 

GSG GROUP INC.

(FORMERLY KNOWN AS WIKECORP.)

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

Page

Page

PART I FINANCIAL INFORMATION:

Item 1.

Financial Statements (Unaudited)

3

Balance Sheets as of September 30, 2017March 31, 2021 (Unaudited) and December 31, 20162020

4

Statements of Operations for the Three and Nine Months Ended September 30, 2017March 31, 2021 and 20162020 (unaudited)

5

Statements of Cash Flows for the NineThree Months Ended September 30, 2017March 31, 2021 and 20162020 (unaudited)

6

Notes to the Unaudited Financial Statements

78

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

15

17

Item 4.

Controls and Procedures

1715

PART IIOTHER INFORMATION:

Item 1.

Legal Proceedings

16

18

Item 1A.

Risk Factors

16

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

16

18

Item 3.

Defaults Upon Senior Securities

16

18

Item 4.

Submission of Matters to a Vote of Securities Holders

16

18

Item 5.

Other Information

16

18

Item 6.

Exhibits

1917

Signatures

2018

 

2

  

PART 1– FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying interim financial statements of GSG Group Inc. (formerly known as Wike Corp.) (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

 

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

 

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 

 
3

Table of Contents

 

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

BALANCE SHEETS

 

 

September 30,

2017

 

 

December 31,

2016

 

 

March 31,

2021

 

 

December 31,

2020

 

 

(Unaudited)

 

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

ASSETS

ASSETS

Current Assets

 

 

 

 

 

 

 

 

 

 

Cash

 

$1,171

 

$853

 

 

$200

 

$200

 

Inventory

 

-

 

2,439

 

 

-

 

-

 

Prepaid expenses

 

 

3,482

 

 

 

600

 

 

 

-

 

 

 

-

 

Total Current Assets

 

4,653

 

3,892

 

 

200

 

200

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

-

 

 

 

8,306

 

 

 

-

 

 

 

-

 

Total Assets

 

$4,653

 

 

$12,198

 

 

$200

 

 

$200

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

Liabilities

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

Accrued expenses and other payables

 

$8,231

 

$-

 

 

$10,838

 

$10,244

 

Due to related parties

 

 

46,089

 

 

 

2,359

 

 

 

76,605

 

 

 

76,605

 

Total Current Liabilities

 

 

54,320

 

 

 

2,359

 

 

 

87,443

 

 

 

86,849

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

54,320

 

2,359

 

 

87,443

 

86,849

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

Common stock - par value $0.001; 75,000,000 shares authorized, 6,060,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016

 

6,060

 

6,060

 

Stockholders’ Equity/(Deficit)

 

 

 

 

 

Common stock - par value $0.001; 75,000,000 shares authorized, 30,125,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020

 

30,125

 

30,125

 

Additional paid-in capital

 

27,326

 

14,040

 

 

18,261

 

18,261

 

Accumulated deficit

 

 

(83,053)

 

 

(10,261)

 

 

(135,629)

 

 

(135,035) )

Total Stockholders’ Equity (Deficit)

 

 

(49,667)

 

 

9,839

 

Total Stockholders’ Equity/(Deficit)

 

 

(87,243)

 

 

(86,649)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

 

$4,653

 

 

$12,198

 

Total Liabilities and Stockholders’ Equity/(Deficit)

 

$200

 

 

$200

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 
4

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GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

For the 3 Months
Ended

March 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Revenues

 

$-

 

 

$-

 

Cost of goods sold

 

 

-

 

 

 

-

 

Gross profit

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

(594)

 

 

(4,907)

Total operating expenses

 

 

(594)

 

 

(4,907)

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(594)

 

 

(4,907)

Provision for income taxes

 

 

-

 

 

 

-

 

Net loss

 

$(594)

 

$(4,907)

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

Basic and diluted

 

$(0.00)

 

$(0.00)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

30,125,000

 

 

 

49,125,000

 

Remark: Professional fee for financial review of this 10Q report of USD2,000 has been absorbed by a related company.

 

 

 

For the Three Months
Ended

September 30,

 

 

For the Nine Months
Ended

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$-

 

 

$2,100

 

 

$3,800

 

 

$13,900

 

Cost of goods sold

 

 

-

 

 

 

251

 

 

 

339

 

 

 

2,035

 

Gross profit

 

 

-

 

 

 

1,849

 

 

 

3,461

 

 

 

11,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

37,338

 

 

 

2,906

 

 

 

76,253

 

 

 

14,390

 

Total operating expenses

 

 

37,338

 

 

 

2,906

 

 

 

76,253

 

 

 

14,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(37,338)

 

 

(1,057)

 

 

(72,792)

 

 

(2,525)

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(37,338)

 

$(1,057)

 

$(72,792)

 

$(2,525)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$(0.01)

 

$(0.00)

 

$(0.01)

 

$(0.00)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

Basic and diluted

 

 

6,060,000

 

 

 

5,035,652

 

 

 

6,060,000

 

 

 

4,679,854

 

The accompanying notes are an integral part of these unaudited financial statements.

 
5

Table of Contents

  

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine Months

Ended

September 30,

2017

 

 

Nine Months

Ended

September 30,

2016

 

 

3 Months

Ended

March 31,

2021

 

 

3 Months

Ended

March 31,

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

$(72,792)

 

$(2,525)

 

$(594)

 

$(4,907)

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

459

 

657

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Inventory

 

339

 

(1,479)

 

-

 

-

 

Prepaid expenses

 

(2,882)

 

(1,200)

Prepaid expenses & deposits

 

-

 

-

 

Accrued expenses and other payables

 

52,612

 

-

 

 

594

 

4,907

 

Accounts payable

 

 

-

 

 

 

(425)

 

 

-

 

 

 

-

 

CASH FLOWS USED IN OPERATING ACTIVITIES

 

(22,264)

 

(4,972)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of common stock

 

-

 

15,600

 

 

-

 

-

 

Proceeds from related parties

 

72,588

 

1,959

 

 

-

 

-

 

Repayments to related parties

 

 

(50,006)

 

 

-

 

 

 

-

 

 

 

-

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 

 

22,582

 

 

 

17,559

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH

 

318

 

12,587

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

853

 

 

 

146

 

 

 

200

 

 

 

200

 

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$1,171

 

 

$12,733

 

 

$200

 

 

$200

 

 

 

 

 

 

 

 

 

 

 

NON-CASH TRANSACTIONS:

 

 

 

 

 

 

 

 

 

 

Expenses paid by related party

 

$44,381

 

 

$-

 

 

$-

 

 

$-

 

Forgiveness of net liabilities by former shareholder

 

$13,286

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW DISCLOSURES:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Income taxes paid

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
6

Table of Contents

 

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited)

 

 

Common Stock

 

 

Additional

 

 

 

 

Total

 

 

 

Number of

 

 

 

 

Paid in

 

 

Accumulated

 

 

Shareholders’

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Equity/(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

 

49,125,000

 

 

$49,125

 

 

$18,261

 

 

$(139,069)

 

$(71,683)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,966)

 

 

(14,966)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19m shares cancelled on Nov 06, 2020

 

 

(19,000,000)

 

$(19,000)

 

$-

 

 

$19,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2020

 

 

30,125,000

 

 

$30,125

 

 

$18,261

 

 

$(135,035)

 

$(86,649)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the Three Month ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(594)

 

 

(594)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2021

 

 

30,125,000

 

 

$30,125

 

 

$18,261

 

 

$(135,629)

 

$(87,243)

The accompanying notes are an integral part of these financial statements

7

Table of Contents

GSG GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017March 31, 2021

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

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.. In 2019 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.

 

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 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 April 11, 2021, Mr. Raymakers suddenly passed away and per extraordinary shareholder resolution dated April 14, 2021, our CFO Mr. Maarten Stuut, assumed the late Mr. Raymaker´s function as CEO.

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenuesno revenue for the nineThree months ended September 30, 2017March 31, 2021 and incurred recurring losses. In addition, the Company had a negative working capital and generated negative cash flows from operating activities for the nineThree months ended September 30, 2017,March 31, 2021, 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 party 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.

 

8

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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 and with the instructions to Form 10-Q.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, 20162020 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 nineThree months ended September 30, 2017March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2021.

  

Use of Estimates

 

The preparation of the 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 amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

 
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Table of Contents

GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

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 (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 

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.

 

 
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GSG GROUP INC.

(FORMERLY WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 4 – Related Party Transactions

 

During the nineThree months ended September 30, 2017 and 2016, the Company borrowed $20,977 and $1,950 from Corina Safaler, the Company’s former President and Director, respectively, for operating expenses payments. On April 6, 2017, Corina Safaler completed a transaction with Wentao Zhao, by which Wentao Zhao acquired 4,500,000 shares of common stock, representing 74% ownership of the Company. Wentao Zhao paid $305,000 in cash and both parties agreed all the assets and liabilities of the Company as of April 6, 2017 were assumed by Corina Safaler. As a result of the change in ownership on April 6, 2017, all previous assets including cash in bank of $103 were assumed by Corina Safaler and she waived the entire outstanding loan of $23,336 owed to her. The net liabilities in the amount of $13,286 forgiven by Corina Safaler was recorded by the Company as additional paid-in capital.

During the nine months ended September 30, 2017,March 31, 2021, the Company borrowed cash of $51,611$0 from Sreyneang Jin, CEO and Director of the Company,its directors for operating purpose and repaid in the amount of $49,903.$0. During the nineThree months ended September 30, 2017, Sreyeang JinMarch 31, 2020, the Company had borrowed cash of $0 from its directors for operating purposes and had repaid in the amount of $0. During the Three months ended March 31, 2020, the directors paid operating expenses of $44,381$5,368 on behalf of the Company.Company and Company had repaid in the amount of $5,368. The borrowings from and expenses paid by Sreyeang Jindirectors are unsecured, non-interest bearing and due on demand.

  

On May 12, 2017, Great Strength Global Limited (“GSGL”), a company registered in British Virgin Island and 100% owned by Gim Hooi Ooi, CFO of the Company, entered into a lease agreement for an online virtual office located in Phnom Penh, Cambodia, currently solely utilized by the Company. The lease covers the period from May 1, 2017 to April 30, 2018. Monthly rent for the office is $164 with consumption tax included and is paid by the Company.

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GSG GROUP INC.

(FORMERLY KNOWN AS WIKE CORP.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company had a one-year rental agreement with Mauricio Polito, covering from September 17, 2016 to September 17, 2017. Monthly payment was in the amount of $200. This was a 30-square-meter facility located at Via Lodovico Berti, 40131, Bologna, Italy, which tenant shall use and occupy only for manufacturing purpose. The Company didn’t renew the agreement when it expired on September 17, 2017.None

 

In May 2017, the Company leased an online virtual office in Cambodia with monthly payment of $164 including consumption tax through GSGL. See Note 4 for details.

NOTE 6 – SUBSEQUENT EVENTS

 

On October 19, 2017,April 11, 2021, Mr. Raymakers suddenly passed away and per extraordinary shareholder resolution dated April 14, 2021, our CFO Mr. Maarten Stuut, assumed the Company approved a forward stock split, whereby every one (1) share of the common stock is automatically reclassified and changed into five (5) shares (the five-to-one “Forward Stock Split”). The authorized number of shares and par value per share will not be changed. As of the filing date of this report, the Forward Stock Split is subject to the approval of the FINRA. The share information in the financials has not reflected the Forward Stock Split. late Mr. Raymaker´s function as CEO.

 
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward looking statement notice

 

Statements made in this Form 10-Q 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”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only 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 cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

General

 

GSG Group Inc. (formerly known as Wike Corp.) was incorporated in the State of Nevada on November 11, 2014 and establishedwith a fiscal year end of December 31. We have generated limited revenues, have minimal assets and have incurred losses since inception. We were formed to commence operations in ornamental ribbons production, such as printing on ribbons. Effective September 6, 2017, the Company changed its name from WIKE Corp. to GSG Group Inc.. The change of name had been approved by Financial Industry Regulatory Authority on September 15, 2017.

Onribbons, but, effective April 6, 2017, Corina Safaler, the Company’s former Director 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 for $305,000 in cash. On the same date, the shareholders of the Corporation voted Ms. Sreyneang Jin as Director, and CEO, and Mr. Gim Hooi Ooi as CFO. The new management decided to cease the existing business of printing ornamental ribbons and willto explore new business plan that willto generate sufficient cash flow and profits to the Company. Today, the Company is looking to advise foreign parties on real estate and industrial investments in Cambodia and is also looking to build cash flows in the medical devices area.

 

The Company has a newits office at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia as our new office for the future business after change of management.Haagwinde 20, 5262 KZ Vught, The lease was signed by Great Strength Global Limted, a company which is 100% owned by Gim Hooi Ooi, CFO of the Company.Netherlands. The office is, however, 100% usedwas provided to us free of cost by our then CEO, Mr Frank Raymakers since August 01, 2020. Mr Raymakers´ heirs continue to provide the Company. All rent expenses have been and will be paid by the Company.office free of charge until further notice.

 

Product

 

Prior to change in control of the Company,Originally, our product can be represented by range of goods using printing machines that we have purchased. Products include, but not limited to:products included ribbons, notebooks, plastic items and other printed goods of that kind, butwhere we specialize onlyspecialized mostly on ribbons printing. Since 2017 until late 2018 we stopped the printing until our business will be well established and successful. Maximum printing heightsfocused on advising investors on the Asia real estate market, specifically in Cambodia. This is 350 mm, which widens the range of productsalso how we can print images on images, gifts packing, personalized greeting cards and ribbons. Initially we plandecided in Q2/2019 to enter the market with ornamental ribbons assortment. We planinto discussions about production of medical devices in Cambodia.

On August 28, 2019 we signed an Asset Assignment Agreement in order to acquire certain brand and production rights from Prejex GmbH in Germany, which allow us to produce ornamental ribbons with different size and color for gift making industry and gift-wrapping, weddings, anniversaries also for other related products and events requested bydistribute certain needle free injection devices globally. The management continue working towards producing the customer. In this prospectus you can find the additional information attached about our future products, which will be offered to the potential customer. Wike Corp. specializes in printing on personalized ribbons, oriented on the potential customers. With ornamental ribbons you can complete decoration with the abilityfirst tranche of printing a personalized message or corporate logos on to the ribbons, making it the perfect finishing touch. Personalized ribbon is a wonderful addition to any gift, or an ideal way to wrap oversized and difficult to wrap items, great for Christmas, birthdays, Valentine’s Day, Mother’s Day and much more. Whatever the occasion, whatever the gift, beautiful presentation can be present from the simplest offering into a special treasure with our printed ribbons.Prejex needle free injectors.

 

However, afterTarget market

At this point our main focus is on producing and rolling out the change of control and management on April 6, 2017,needle free injection technology in the Company had ceased the existing business and is currently exploring a new business plan to generate revenue.US market.

 

 
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Industry analysis

 

Industrial printing machineAccording 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.

 

Prior to the changeThe 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 management, we purchased fully automated industrial printing machine for printing on most surfaces, especially on ribbons. The printing machine does not require high technical skills for product manufacture. The set of printing machine includes the machine itself and all raw materials necessary for setting up and testing. The cost of one machine includes prime cost, delivery cost, customs clearance and insurance. With the change in management and controlling shareholder on April 6, 2017, all assets and liabilities were assumed by the former Director/CEO, Corina Safaler. The Company did not possess any printing machines as of September 30, 2017.

Raw Materials

Before the change of management on April 6, 2017, in our production, we used quality raw materials and were able to provide the premium quality of the offered product. We purchased our raw materials from the same vendor as printing machine. Our supplier offered a range of raw materials such as wax/resin ribbon for thermal printing and the same supplier provided us with ribbons from 7mm to 100mm wide, in a huge variety of colors with different quality. The price depended on the quality of ribbons and complexity of printing. We did not have any raw materials as of September 30, 2017 as the management decided to cease the operations in commercial printing after the change of management.

Target market

Prior to the change in management, our product was unique enough to get any market segments interested. We can determine two different directions our product can cover - corporate and private. By corporate we mean large and small companies, which always care much about image and update company information, highlight upcoming promotional events using printed products, such as any kind of event companies which could use our products for their direct activities, competitions etc. By private we mean any private events, where memorable gifts can be suitable. Weddings, birthdays, and anniversaries – any cases of any scale can become even more memorable with printed ribbons on a present for example. The Company was able to offer any type of client the printed ribbons that can meet their special requirements. We were look for the potential customer through Internet by calling and writing emails with offering our products. We primarily offered them in the market for service. The Company ceased its operations in commercial printing with the change of management. We are currently exploring new business area and markets.

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Industry analysis14.6%.

 

In any city where we plan2019, insulin delivery for diabetes was observed to expand our operationsbe the leading application segment accounting for 31.0% of the total market already then. According to there are multiple event agenciesthe World Health Organization (WHO), the total number of people diagnosed with diabetes was 177 million in 2000 and other enterprisesis expected to reach 300 million by 2025. Thus, the rise in prevalence of diabetes and flowersincreasing non-communicable diseases has been and decoration kiosks that may be interested in cooperation with our company. We offer quality and inexpensive product, which can satisfy any client requirements. Besides such kindis expected to continue to boost the growth of distribution network we plan to sign agreements with creative agencies that can develop unique designs for their clients and offer our services as their subcontractor for quality printing on ribbons. We also plan to have a special section on our website for potential partners with examples of our products and offers for wholesale clients and partners.the needle-free drug delivery devices market globally.

 

MarketsNorth 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 novel drug delivery systems, government initiatives for the introduction 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 2013 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.

 

Essentially, consumer market of the Company. includes any person or any company willing to emphasize their personality or highlight an upcoming event. Our products such as printed ribbons can be a part of any event, to specialize the celebration or any occasion. We have multifunction printing machine with it we can print any symbols and logos on the ribbons which increase quantity of our customers in the foreseeable future. Our raw materials for printing also include range of sizes and colors so even the choosiest customer could find the suitable product. As for geography related markets, we start our operations from Bologna, Italy. Afterwards, we might expand our business to other cities in Italy, such as Modena and San Marino.

Marketing

Our marketing campaign consisted of several directions. We started out from straight marketing, such as offering our product at the fairs and exhibitions, handing out booklets with description of our product, which would be a great demonstration of high-quality and affordability of our product. Launch of our e-commerce ready website, banners on popular websites and advertisements in social networks was the second step of our campaign. Besides aforesaid we sent our commercial quotations to event, creative, PR and advertising agencies, which could raise customer awareness and attracted new partners. However, the Company ceased these marketing activities when there was a change in management on April 6, 2017.

Storage and delivery

The product produced by us did not require any storage facilities, as it was produced directly for each order. The number of demonstration samples to be kept was insignificant and did not require any special premises for storage. We were going to sign a contract with delivering companies such as FedEx Italy, DHL Italy, Pelican Express Courier Italy on regular basis in the event of finding regular customers. Our machines was located at our leased premise Via Lodovico Berti, 40131, Bologna, Italy and produced ribbons will be shipped to other Italian cities from there, in case if our business grow.

Sales and Marketing

 

We plannedhave made the initially needed contacts to contact event companies who could ordermarket our products of ornamental ribbons. As well as we would cooperateproduct mostly on a mouth to mouth basis, which is possible due to our long built network to all relevant business owners, industry leaders and decision makers internationally and locally. We intend to increase our online presences and to utilize alternative marketing tools in the future to further increase our exposure and recognition with the flower-shops and companies for the production of decorations to supply to them our products. We used to have two sales contracts with Dragonfly Ltd. and Serena Dolce - Weddings & Events. Our competitive advantage was that we offered a high quality product, while maintaining reasonable prices.target clients.

 

The Company ceased the above operations on April 6, 2017. For the nine months ended September 30, 2017, the Company did not have any sales or marketing activities.

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Competition

 

The level of competition in our target line of business of printed ribbons production is high. Many ofstill lower than in other further developed areas in the medical devices industry and we rely on our established competitors have developed a brand following which would make our potential customers prefer theirtargeted performance benchmarks in result driven, professionally produced, managed and sold products to ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to enter the market. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers of products for production of ornamental ribbons, which would leave usthat we can offer at a disadvantage. The principal competitive factors inprice level due to our industry are pricingstill lean structure and quality of goods. We will be in a market where we compete with many domestic and international companies offering similar products. We will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar product than us that may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.organization.

 

Insurance

 

We do not maintain any insurance and do not intendat the moment, but have negotiated the necessary product coverage ready to maintain insurancebe available immediately once required. We will decide on a case by case basis if professional indemnity cover would also be advisable. If we were made a party of a products liability action and, in the future. Because we docase would not have anyarranged for insurance if we are sued for any liability action,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

 

After change in control on April 6, 2017, Company has ceased the previous business in ribbon printing,We are a development stage company and currently only has twohave no employees, the CEOother than our officers and CFO. Our new businessdirectors.

Offices

The phone number is +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, as at September 30, 2017.Haagwinde 20, 5262 KZ Vught, The Netherlands.

 

Offices

Initially we entered into a lease with Mauricio Polito. The office space was 30 square meters and located at Via Lodovico Berti, 40131, Bologna, Italy. However, after change in control on April 6, 2017, Company have changed its office address to 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia, and the phone number is +85523962303.

GovernmentRegulation

 

We arewill be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of products for production of ornamental ribbonsconsulting firms and 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.

 

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Results of operations

 

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

 

Comparison of the three and nineThree months ended September 30, 2017March 31, 2021 and September 30, 2016March 31, 2020

 

Revenues

 

The CompanyFor the Three months ended March 31, 2021 we have generated revenues of $0 and $2,100revenues were $0 for the threeThree months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 we have generated revenues of $3,800 and revenues was $13,900 for the nine months ended September 30, 2016. The decrease in revenue was mainly to the reason that the Company ceased its operation in commercial printing when the new management went on board on April 6, 2017.March 31, 2020.

 

Operating Expenses

 

The operating expenses were $37,338$594 and $2,906$4,907 for the three months ended September 30, 2017March 31, 2021 and 2016, respectively. For the nine months September 30, 2017 and 2016, the Company incurred operating expenses of $76,253 and $14,390,March 31, 2020, respectively. The increasedecrease in operationoperating expenses is mainly due to the increase in the regulatory filing fee when the Company applied for OTC markets trading at the beginningless occurrence of the year, as well as that the company started to pay salary to CFO and monthly retainer fee to attorney after new management went on board.

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professional fees associated with certain corporate action.

 

Professional fees for financial review of this 10Q Report of USD2,000 has been absorbed by a related company.

Liquidity and capital resources

 

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. The Company will be relying on borrowings from related party to sustain its daily operations.

 

As at September 30, 2017, our total assets were $4,653 which was comprised of cash of $1,171. As of DecemberMarch 31, 2016,2021, we had assets for the amount of $12,198,$200, of which the cash balance was $853.$200. As of December 31, 2020, our total assets were $200 which included cash of $200.

 

As at September 30, 2017March 31, 2021 and December 31, 2016,2020, our current liabilities were $54,320$87,443 and $2,359,$86,849, respectively. The stockholders’ deficit was $49,667$87,243 as of September 30, 2017March 31, 2021 and the stockholders’ equity was $9,839$86,649 as of December 31, 2016.2020.

  

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. Net cash flows used in operating activities was $22,264$0 for the nineThree months ended September 30, 2017and $4,972March 31, 2021 and $0 for the same period in 2016.2020.

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

For the nineThree months ended September 30, 2017March 31, 2021 and 2016,2020, we did not have any cash flows used in or provided by investing activities.

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

For the nineThree months ended September 30, 2017March 31, 2021 net cash flows provided by financing activities was $22,582.$0. The net cash flows provided by financialfinancing activities was $17,559were $0 for the nineThree months ended September 30, 2016.March 31, 2020. During the nineThree months ended September 30, 2017,March 31, 2021, the Company borrowed cash of $72,588$0 from related parties, including cash of $51,611 from Sreneang Jin, CEO and Director of the Company, and cash of $20,977 from Corina Safaler, former President and Director.parties. The Company borrowed cash of $1,959 from Corina Safaler$0 during the nineThree months ended September 30, 2016.March 31, 2020. The Company repaid cash of $50,006$0 to related parties including $103 to Corina Safalerin the Three months ended March 31, 2021 and $49,903 to Sreneang Jin$0 during the nineThree months ended September 30, 2017.March 31, 2020.

 

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Management’s discussion and analysis

 

You should read the following discussion and analysis of our financial condition and results of operations together with our 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.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely 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.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided 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 year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held 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 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.

Our independent registered public accountant has issued a going concern opinion on February 22, 2017 for December 31, 2016 financial Statements. This means that thereThere is a substantial 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 we have generated only limited revenues to date and had recurring losses and negative cash flows from operating activities.

 

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

 

InitiallyWe have completed the Company intendedR&D stage and produced a first batch of needle free injections units “N-Ject” at this point for trial purposes. We are now working on making arrangements to commence operations in the business of ornamental ribbons production. Our business was printing items on different kind of ribbons, such as printing logos, wishes, names and others. We generated limited revenues and our principal business activities to date consisted creating a business plan, developing modelsinitiate production of our business cardfirst mass produced batch of injection devices. At the same time our management are preparing the US market admission and booklet and setting up our web site, and we purchased our printing machine and raw materials.sales.

 

However,Other than the former major shareholder and sole Director Corina Safaler sold her entire sharesready production facilities from providers in Germany, management have had discussions for partnerships to Wentao Zhao on April 6, 2017. And the management was changed after she sold off her entire shares to the investor. The transaction of selling shares was completed and closed on April 6, 2017. The new management decided to cease the existing business of printing ornamental ribbons, and we will explore new business plan that will generate sufficient cash flow and profits to the Company.

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launch a production line in Asia, specifically India.

 

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 no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues to the date. We cannot guarantee we will be successful in our business operations. We are exploring new business opportunities.

 

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.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our 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 or person performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

 

An evaluation was conducted under the supervision and with the participation of our management on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our management concluded that our disclosure controls and procedures were not effective due to the material weaknesses identified as follows: (i) inadequate segregation of duties; (ii) lack of sufficient and adequate finance personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements; (iii) lack of well-established procedures to identify, approve and report related party transactions. As a result, material weaknesses on internal control over financial reporting exist.

 

Our independent auditors have not audited and are not required to audit this assessment of our internal control over financial reporting for the period covered by this report.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the most recent three-month period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
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PART II.II. OTHER INFORMATION

 

ITEM 1.1.LEGAL PROCEEDINGS

 

We know of no material, existing 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 any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A.1A.RISK FACTORS

 

None

 

ITEM 2.2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3.3.DEFAULTS UPON SENIOR SECURITES

 

None

 

ITEM 4.4.SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS

 

None

 

ITEM 5.5.OTHER INFORMATION

 

None

 
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ITEM 6.6.EXHIBITS

 

The following exhibits are included as part of this report by reference:

 

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

3232.2

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 
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SIGNATURES

 

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

 

GSG Group Inc. (fka. Wike Corp.)

Date: June 10, 2021

By:

/s/ Maarten Stuut

Maarten Stuut

President and CEO

Date: November 14, 2017June 10, 2021

By:

/s/Sreyneang Jin Maarten Stuut

Sreyneang JinMaarten Stuut

Chief Executive Officer

(Principal Executive Officer)Director and CFO

 

By:

/s/ Gim Hooi Ooi

Gim Hooi OOI

Chief Financial Officer

(Principal Financial and Accounting Officer)18

 

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