Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Feb. 28, 2019 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GSG GROUP INC. | |
Entity Central Index Key | 0001668523 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 30,300,000 | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 200 | $ 5,369 |
Inventory | ||
Prepaid expenses | 149 | |
Total Current Assets | 200 | 5,518 |
Property and equipment, net | ||
Total Assets | 200 | 5,518 |
Current Liabilities | ||
Accrued expenses and other payables | 851 | 72,380 |
Due to related parties | 80,623 | |
Total Current Liabilities | 81,474 | 72,380 |
Total Liabilities | 81,474 | 72,380 |
Stockholders' Equity (Deficit) | ||
Common stock - par value $0.001; 75,000,000 shares authorized, 30,300,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017 | 30,300 | 30,300 |
Additional paid-in capital | 3,086 | 3,086 |
Accumulated deficit | (114,660) | (100,248) |
Total Stockholders' Equity (Deficit) | (81,274) | (66,862) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 200 | $ 5,518 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Balance Sheets | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 75,000,000 | 75,000,000 |
Common stock shares issued | 30,300,000 | 30,300,000 |
Common stock shares outstanding | 30,300,000 | 30,300,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statements Of Operations | ||||
Revenues | $ 3,800 | |||
Cost of goods sold | (339) | |||
Gross Profit | 3,461 | |||
Operating expenses: | ||||
General and administrative expenses | (893) | (12,329) | (14,412) | (38,915) |
Total operating expenses | (893) | (12,329) | (14,412) | (38,915) |
Loss before provision for income taxes | (893) | (12,329) | (14,412) | (35,454) |
Provision for income taxes | ||||
Net loss | $ (893) | $ (12,329) | $ (14,412) | $ (35,454) |
Net loss per share Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding Basic and diluted | 30,300,000 | 6,060,000 | 30,300,000 | 6,060,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (14,412) | $ (35,454) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 459 | |
Changes in operating assets and liabilities: | ||
Inventory | 339 | |
Prepaid expenses & deposits | 149 | (5,546) |
Accrued expenses and other payables | (71,529) | 18,476 |
Accounts Payable | ||
CASH FLOWS USED IN OPERATING ACTIVITIES | (85,792) | (21,726) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sales of common stock | ||
Proceeds from related parties | 85,991 | 21,996 |
Repayments to related parties | (5,368) | (103) |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 80,623 | 21,893 |
NET INCREASE IN CASH | (5,169) | 167 |
Cash, beginning of period | 5,369 | 853 |
Cash, end of period | 200 | 1,020 |
NON-CASH TRANSACTIONS: | ||
Expenses paid by related party | ||
Forgiveness of net liabilities by former shareholder | ||
SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||
Interest paid | ||
Income taxes paid |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | GSG Group Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on November 11, 2014. Initially we were a development-stage company in a business of printing on ornamental ribbons. Our initial office was located at Via Lodovico Berti, 40131, Bologna, Italy . On 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. 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 its office at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia for future business. On August 17, 2017, the Board of Directors of the Company approved that the Company changed its name 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") on September 15, 2017. 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. 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. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
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 revenues for the six months ended June 30, 2018 and incurred recurring losses. In addition, the Company had a negative working capital and generated negative cash flows from operating activities for the six months ended June 30, 2018, 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. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3 - SUMMARY OF SIGNIFCANT 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. 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, 2017 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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 - RELATED PARTY TRANSACTIONS | During the six months ended June 30, 2018, the Company borrowed cash of $51,611 from the directors for operating purpose and repaid in the amount of $49,903. During the six months ended June 30, 2018, the directors paid operating expenses of $44,381 on behalf of the Company. The borrowings from and expenses paid by the directors 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 covered 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5 - COMMITMENTS AND CONTINGENCIES | 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6 - SUBSEQUENT EVENTS | On May 21, 2018, Ms. Jin Sreyneang rendered her resignation as director, which was confirmed by shareholder vote on December 04, 2018. In that same meeting shareholders agreed to have Mr. Ooi appointed the new President, CEO and Treasurer of the Company. 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. |
SUMMARY OF SIGNIFCANT ACCOUNT_2
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary Of Signifcant 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. 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, 2017 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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. |
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. |
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. |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | May 15, 2018 | Feb. 28, 2018 | Nov. 22, 2017 | Jun. 30, 2018 | Apr. 06, 2017 |
Entity Incorporation, State Country Name | Nevada | ||||
Entity Incorporation, Date of Incorporation | Nov. 11, 2014 | ||||
Mr Zhao [Member] | |||||
Equity ownership percentage | 74.00% | ||||
Acquired common stock shares | 4,500,000 | ||||
Mr. Chen [Member] | |||||
Equity ownership percentage | 65.00% | ||||
Common stock shares to be issued by mr zhao to related party | 3,900,000 | ||||
Consideration receivable from issuance of common stock by mr zhao to related party | $ 260,000 | ||||
Forward stock split description | 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. | ||||
Mr. Chen [Member] | Comindus Finance Corp [Member] | |||||
Common stock shares to be issued by mr zhao to related party | 19,300,000 | ||||
Two Non-notifiable Buyers [Member] | |||||
Common stock shares to be issued by mr zhao to related party | 600,000 |
SUMMARY OF SIGNIFCANT ACCOUNT_3
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2018 | |
Summary Of Signifcant Accounting Policies Details Narrative Abstract | |
Description of related party transaction | A related party is generally defined as (i) any person that holds 10% or more of the Companys securities and their immediate families, (ii) the Companys 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. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 12, 2017 | |
Cash | $ 200 | $ 1,020 | $ 200 | $ 1,020 | $ 5,369 | |
Operating expenses | (893) | $ (12,329) | (14,412) | $ (38,915) | ||
Director [Member] | ||||||
Unsecured, non-interest bearing | 49,903 | 49,903 | ||||
Cash | $ 51,611 | 51,611 | ||||
Operating expenses | 44,381 | |||||
Gim Hooi Ooi [Member] | Lease Agreement [Member] | ||||||
Equity ownership percentage | 100.00% | |||||
Monthly payment | $ 164 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Gim Hooi Ooi [Member] | Lease Agreement [Member] | |
Monthly payment | $ 164 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Nov. 29, 2018 |
Subsequent Event [Member] | Share Exchange Agreement [Member] | |
Acquisition percentage | 100.00% |