UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

☐ 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

37-1769300

State or other jurisdiction

of incorporation or organization

Primary Standard Industrial

Classification Number

IRS Employer

Identification Number

Haagwinde 20, 5262 KZ Vught, The Netherlands

Tel: +31 (623)-407-058

(Address and telephone number of principal executive offices)

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 30,125,000 common shares issued and outstanding as of ~~November~~October 2331, ~~2021~~2022.

GSG GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

			~~Page~~	Page
PART I FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)		3	3
	Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020		4
	Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021			4
	Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)		5
	Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)			5
	Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (unaudited)		6
	Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)			6
	Notes to the Unaudited Financial Statements		8	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14	14
Item 4.	Controls and Procedures		14	14
PART II OTHER INFORMATION:
Item 1.	~~Legal Proceedings~~	Legal Proceedings	15	15
Item 1A.	~~Risk Factors~~	Risk Factors	15	15
Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	Unregistered Sales of Equity Securities and Use of Proceeds	15	15
Item 3.	~~Defaults Upon Senior Securities~~	Defaults Upon Senior Securities	15	15
Item 4.	~~Submission of Matters to a Vote of Securities Holders~~	Submission of Matters to a Vote of Securities Holders	15	15
Item 5.	~~Other Information~~	Other Information	15	15
Item 6.	~~Exhibits~~	Exhibits	16	16
	~~Signatures~~	Signatures	17	17

2 Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of GSG Group Inc. (“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.

Table of Contents

GSG GROUP INC.

BALANCE SHEETS

	September 30,2021			December 31,2020
	June 30,2022			December 31,2021
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	200		$	200
Inventory		-			-
Prepaid expenses		-			-
Total Current Assets		-			-
Property and equipment, net		-			-
Total Assets	$	200		$	200
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Liabilities
Current Liabilities
Accrued expenses and other payables	$	1230,~~026~~807		$	1033,~~244~~619
Due to related parties		7673,~~605~~606			7664,~~605~~606
Total Current Liabilities		88104,~~631~~413			8698,~~849~~225
Total Liabilities		88104,~~631~~413			8698,~~849~~225
Stockholders’ Equity/(Deficit)
Common stock - par value $0.001; 75,000,000 shares authorized, 30,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		30,125			30,125
Common stock - par value $0.001; 75,000,000 shares authorized, 30,125,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		30,125			30,125
Additional paid-in capital		18,261			18,261
Accumulated deficit		(~~136~~152,~~817~~599	)		(~~135~~146,~~035~~411	)
Total Stockholders’ Equity/(Deficit)		(88104,~~431~~213	)		(8698,~~649~~025	)
Total Liabilities and Stockholders’ Equity/(Deficit)	$	200		$	200

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

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GSG GROUP INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the 3 MonthsEndedSeptember 30,						For the 9 MonthsEndedSeptember 30,
	For the 3 Months EndedJune 30,						For the 6 Months EndedJune 30,
	2021			2020			2021			2020
	2022			2021			2022			2021
Revenues	$	-		$	-			-		$	-
Cost of goods sold		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
General and administrative expenses		(~~594~~3,094	)		(594	)		(16,~~782~~188	)		(61,~~107~~188	)
Total operating expenses		(~~594~~3,094	)		(594	)		(16,~~782~~188	)		(61,~~107~~188	)
Loss before provision for income taxes		(~~594~~3,094	)		(594	)		(16,~~782~~188	)		(61,~~107~~188	)
Provision for income taxes		-			-			-			-
Net loss	$	(~~594~~3,094	)	$	(594	)	$	(16,~~782~~188	)	$	(61,~~107~~188	)
Net loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		30,125,000			4930,125,000			30,125,000			4930,125,000

Remark: Professional fee for financial review of this 10Q report of $2USD1,~~000~~500 has been absorbed by a related company.

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

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GSG GROUP INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	9 MonthsEndedSeptember 30,2021			9 MonthsEndedSeptember 30,2020
	6 MonthsEndedJune 30,2022			6 MonthsEndedJune 30,2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(6,188	)	$	(1,188	)
Net loss for the period	$	(1,782	)	$	(6,107	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			-
Changes in operating assets and liabilities:
Inventory		-			-
Prepaid expenses & deposits		-			0-
Accrued expenses and other payables		1(2,~~782~~812	)		(21,~~060~~188	)
Accounts payable		-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		-(9,000	)		~~(8,167~~-	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		-			-
Proceeds from related parties		-9,000			~~8,167~~-
Repayments to related parties		-			-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		-9,000			~~8,167~~-
NET INCREASE IN CASH		-			-
Cash, beginning of period		200			200
Cash, end of period	$	200		$	200
NON-CASH TRANSACTIONS:
Expenses paid by related party	$	-		$	-
Forgiveness of net liabilities by former shareholder	$	-		$	-
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

Table of Contents

GSG GROUP INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’' DEFICIT

(Unaudited)

	Common Stock						Additional					~~Total~~TotalShareholders'
	Number ofShares			Par Value			Paid in Capital		AccumulatedDeficit			Shareholders’Equity/(Deficit)
	Number of			Par			Paid in		Accumulated			Equity/
Balance, December 31, 2019		49,125,000		$	49,125		$	18,261	$	(139,069	)	$	(71,683	)
	Shares			Value			Capital		Deficit			(Deficit)
Net loss for the year										(14,966	)		(14,966	)
Balance, December 31, 20209		30,125,000		$	30,125		$	18,261	$	(135,035	)	$	(86,649	)
19m shares cancelled on Nov 06, 2020		(19,000,000	)	$	(19,000	)	$	-	$	19,000
Net loss for the year										(11,376	)		(11,376	)
Balance, December 31, 2020		30,125,000		$	30,125		$	18,261	$	(135,035	)	$	(86,649	)
Balance, December 31, 2021		30,125,000		$	30,125		$	18,261	$	(146,411	)	$	(98,025	)
Net loss for the Nine Month ended September 30, 2021										(1,782	)		(1,782	)
Net loss for the Six Months ended June 30, 2022										(6,188	)		(6,188	)
Balance, September 30, 2021		30,125,000		$	30,125		$	18,261	$	(136,817	)	$	(88,431	)
Balance, June 30, 2021		30,125,000		$	30,125		$	18,261	$	(152,599	)	$	(104,213	)

The accompanying notes are an integral part of these financial statements

Table of Contents

GSG GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

~~September~~June 30, ~~2021~~2022

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

GSG Group Inc. (“the Company”, “we”, “us” or “our”) has been incorporated as Wike Corp. in the State of Nevada on November 11, 2014. Initially we were a development-stage company in the ornamental ribbons printing business. On April 6, 2017, we changed the business to consulting services for investors into the Asian real estate market and other growth industries. On September 15, 2017, the name change to GSG Group Inc. was approved by the Financial Industry Regulatory Authority (“"FINRA”"). In 2019 the Company began discussions to add Medical Devices production and trading to its business portfolio. Since July 2424th, 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, ~~currently~~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 ~~agreed~~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. This deadline has been expanded by mutual consent to June 30, 2021. While Mr. Chen had his shares cancelled on November 06, 2020, the parties extended the deadline for Prejex´ payment by mutual consent to June 30, 2022.

On July 13, 2020, the shareholders of the Company in a majority vote appointed Mr. Frank Raymakers as 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~~On 2December –28, ~~GOING~~2021, ~~CONCERN~~all deadlines stipulated in the Asset Assignment Agreement have been extended until December 31, 2023, where necessary, by the “Extension of Asset Assignment Agreement” concluded between the parties on that date. The extension had become necessary due to the impact of Covid restrictions on the ability of the parties to execute their business plan within the timelines estimated before.

~~The~~NOTE ~~accompanying~~2 ~~financial~~– ~~statements~~GOING have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenue for the Nine months ended September 30, 2021 and incurred recurring losses. In addition, the Company had a negative working capital and generated negative cash flows from operating activities for the Nine months ended September 30, 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.CONCERN

~~Management~~The ~~anticipates~~accompanying ~~that~~financial ~~the~~statements ~~Company~~have ~~will~~been beprepared ~~dependent,~~in ~~for~~conformity ~~the~~with ~~near~~generally ~~future~~accepted accounting principles, onwhich ~~borrowings~~contemplate ~~from~~continuation ~~related~~of ~~party~~the toCompany ~~fund~~as ~~operating~~a ~~expenses~~going concern. InHowever, ~~light~~the ofCompany ~~management’s~~had ~~efforts~~no revenue for the Six months ended June 30, ~~there~~2022 ~~are~~and noincurred ~~assurances~~recurring ~~that~~losses. In addition, the Company ~~will~~had bea ~~successful~~negative inworking ~~any~~capital ofand ~~its~~generated ~~endeavors~~negative orcash ~~become~~flows ~~financially~~from ~~viable~~operating ~~and~~activities ~~continue~~for asthe aSix ~~going~~months ~~concern.~~ended ~~These~~June ~~financial~~30, ~~statements~~2022, doand has not ~~include~~completed ~~any~~its ~~adjustments~~efforts ~~relating~~ to ~~the~~establish ~~recoverability~~a ~~and~~stable ~~classification~~source of ~~recorded~~revenues ~~asset~~sufficient ~~amounts,~~to orcover ~~amounts~~operating ~~and~~costs ~~classification~~over an extended period of ~~liabilities~~time. ~~that~~Therefore, ~~might~~there ~~result~~is ~~from~~substantial ~~this~~doubt ~~uncertainty~~about the Company’s ability to continue as a going concern.

~~NOTE~~Management 3anticipates –that ~~SUMMARY~~the OFCompany ~~SIGNIFICANT~~will ~~ACCOUNTING~~be ~~POLICIES~~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.

~~Basis~~8 Table of ~~Presentation~~Contents

~~The~~NOTE ~~accompanying~~3 ~~unaudited~~– ~~interim~~SUMMARY ~~financial~~OF ~~statements~~SIGNIFICANT ~~have~~ACCOUNTING been prepared in accordance with generally accepted accounting principles for financial information. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2020 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 Nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.POLICIES

8Basis ~~Table~~ of ~~Contents~~Presentation

~~Use~~The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for financial information. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2021 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 ~~Estimates~~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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

~~The~~Use ~~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.Estimates

~~Fair~~The ~~Value~~preparation of ~~Financial~~the ~~Instruments~~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.

~~ASC topic 820 “~~Fair Value ~~Measurements~~of ~~and~~Financial 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.Instruments

~~These~~ASC ~~tiers~~topic ~~include:~~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.

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.

These tiers include:

The carrying amounts of cash, prepaid expenses and accrued expenses and other payables approximate their fair value due to their relatively short-term maturity.

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.

~~Related~~The ~~Party~~carrying ~~Transaction~~amounts of cash, prepaid expenses and accrued expenses and other payables approximate their fair value due to their relatively short-term maturity.

ARelated ~~related~~Party 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.Transaction

~~Transactions~~A ~~involving~~ related ~~parties~~party ~~cannot~~is begenerally ~~presumed~~defined toas be(i) ~~carried~~any ~~out~~person onthat anholds ~~arm~~10% or more of the Company’s~~-length~~ ~~basis~~securities and their immediate families, as(ii) the ~~requisite~~Company’s ~~conditions~~management, of(iii) ~~competitive,~~someone ~~free~~that ~~market~~directly ~~dealings~~or ~~may~~indirectly ~~not~~controls, ~~exist.~~is ~~Representations~~controlled ~~about~~by ~~transactions~~or is under common control with ~~related~~the ~~parties~~Company, ifor ~~made,~~(iv) ~~shall~~anyone ~~not~~who ~~imply~~can ~~that~~significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party ~~transactions~~transaction ~~were~~when ~~consummated~~there onis ~~terms~~a ~~equivalent~~transfer toof ~~those~~resources ~~that~~or ~~prevail~~obligations inbetween ~~arm’s-length~~related ~~transactions~~parties. ~~unless~~The ~~such~~Company ~~representations~~conducts ~~can~~business bewith ~~substantiated~~its related parties in the ordinary course of business.

~~Revenue~~Transactions ~~Recognition~~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.

~~The Company will recognize revenue in accordance with ASC topic 605 “~~Revenue Recognition”. Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

~~NOTE~~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 ~~Related~~is ~~Party~~reasonably ~~Transactions~~assured. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

~~During~~9 ~~the~~Table ~~Nine months ended September 30, 2021, the Company borrowed cash~~ of $0 from two major shareholders for operating purposes and repaid in the amount of $0. During the Nine months ended September 30, 2020, the Company had borrowed cash of $8,167 from its directors for operating purposes and had repaid in the amount of $0. During the Nine months ended September 30, 2021, the directors paid operating expenses of $0 on behalf of the Company and Company repaid in the amount of $0. The borrowings from and expenses paid by directors and the two shareholders are unsecured, non-interest bearing and due on demand.Contents

NOTE 54 – ~~COMMITMENTS~~Related ~~AND~~Party ~~CONTINGENCIES~~Transactions

~~None~~During the Six months ended June 30, 2022, the Company borrowed cash of $9,000 from its major shareholder Decimus Beheer B.V. for operating purposes and repaid in the amount of $0. During the Six months ended June 30, 2021, the Company had borrowed cash of $0 from its directors or related parties for operating purposes and had repaid in the amount of $0. The borrowings from and expenses paid by directors and/or other related parties are unsecured, non-interest bearing and due on demand.

NOTE 65 – ~~SUBSEQUENT~~COMMITMENTS ~~EVENTS~~AND CONTINGENCIES

None

9NOTE ~~Table~~6 of– ~~Contents~~SUBSEQUENT EVENTS

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~None

~~Forward~~10 ~~looking~~Table ~~statement~~of ~~notice~~Contents

~~Statements~~ITEM 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 19342. 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 managementMANAGEMENT’sS ~~best~~DISCUSSION ~~judgment~~AND asANALYSIS toOF ~~what~~FINANCIAL ~~may~~CONDITION ~~occur~~AND inRESULTS ~~the~~OF 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.OPERATIONS

~~General~~Forward looking statement notice

~~GSG~~Statements ~~Group~~made ~~Inc.~~in ~~was~~this ~~incorporated~~Form in10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the ~~State~~safe harbor provisions of ~~Nevada~~Section on27A ~~November~~of ~~11,~~the ~~2014~~Securities ~~with~~Act aof ~~fiscal~~1933 ~~year~~(the ~~end~~“Act”) and Section 21E of ~~December~~the 31Securities Exchange Act of 1934. WeThese ~~were~~statements ~~formed~~often tocan ~~commence~~be ~~operations~~identified inby ~~ornamental~~the ~~ribbons~~use ~~production,~~of terms such as ~~printing~~“may,” on“will,” ~~ribbons~~“expect,” ~~but~~“believe,” ~~effective April 6~~“anticipate,” ~~2017~~“estimate,” ~~management~~“approximate” ~~decided~~or to“continue,” ~~cease~~or the ~~existing~~negative ~~business~~thereof. ofWe ~~printing~~intend ~~ornamental~~that ~~ribbons~~such ~~and~~forward-looking statements be subject to ~~explore~~the ~~new~~safe ~~business~~harbors tofor ~~generate~~such ~~sufficient~~statements. ~~cash~~We ~~flow~~wish ~~and~~to ~~profits~~caution readers not to ~~the~~place ~~Company.~~undue Atreliance ~~the~~on ~~time~~any ofsuch ~~this~~forward-looking ~~document~~statements, ~~the~~which ~~Company~~speak isonly ~~working~~as ~~with~~of ~~its~~the ~~partners~~date inmade. ~~Germany~~Any onforward-looking anstatements ~~updated~~represent ~~version~~management’s ofbest ~~its~~judgment ~~needle~~as ~~free~~to ~~injector~~what ~~device.~~may ~~With~~occur ~~production~~in ~~capacities~~the onfuture. ~~standby~~However, ~~management~~forward-looking ~~has~~statements ~~also~~are ~~begun~~subject ~~the~~to ~~process~~risks, ofuncertainties ~~preparing~~and ~~update~~important ~~filings~~factors ~~for~~beyond ~~re-admission~~our ~~with~~control ~~the~~that ~~FDA~~could incause ~~the~~actual ~~USA~~results and, atevents ~~the~~to ~~same~~differ ~~time~~materially ~~are~~from inhistorical ~~discussions~~results ~~with~~of ~~potential~~operations ~~OEM~~and ~~partners~~events ~~for~~and ~~the~~those ~~product´s~~presently ~~market~~anticipated ~~roll-out~~or inprojected. ~~the~~We ~~Middle~~disclaim ~~and~~any ~~Near~~obligation ~~East.~~subsequently ~~The~~to ~~Company~~revise isany ~~determined~~forward-looking statements to ~~start~~reflect ~~building~~events ~~cash~~or ~~flows~~circumstances inafter the ~~medical~~date ~~devices~~of ~~area~~such asstatement ~~quickly~~or asto ~~possible~~reflect the occurrence of anticipated or unanticipated events.

~~The Company has its office at Haagwinde 20, 5262 KZ Vught, The Netherlands. The office is provided to us free of cost by our former CEO and his family since August 01, 2020.~~General

~~Product~~GSG Group Inc. was incorporated in the State of Nevada on November 11, 2014 with a fiscal year end of December 31. We were formed to commence operations in ornamental ribbons production, such as printing on ribbons, but, effective April 6, 2017, management decided to cease the existing business of printing ornamental ribbons and to explore new business to 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.

~~Originally,~~The ~~our~~Company ~~products~~has ~~included~~its ~~ribbons,~~office ~~notebooks,~~at ~~plastic~~Haagwinde ~~items~~20, ~~and~~5262 ~~other~~KZ ~~printed goods of that kind~~Vught, ~~where~~The ~~we specialized mostly on ribbons printing~~Netherlands. ~~Since~~The ~~2017~~office ~~until~~was ~~late~~provided ~~2018~~to weus ~~stopped~~free ~~the~~of ~~printing~~cost ~~business~~by ~~and~~our ~~focused~~then onCEO, ~~advising~~Mr ~~investors~~Frank onRaymakers ~~the~~since ~~Asian~~August ~~real estate market~~01, ~~specifically in Cambodia~~2020. InMr ~~Mid-2019~~Raymakers´ weheirs ~~decided~~continue to ~~enter~~provide ~~into~~ the ~~area~~office offree ~~production~~ of ~~medical~~charge ~~devices~~until infurther ~~Cambodia and quickly found us partnering with Prejex Holdings GmbH and working on the global production and roll-out of the needle free injection device~~notice.

On August 28, 2019 we signed an Asset Assignment Agreement in order to acquire certain brand and production rights from Prejex Holdings GmbH in Germany, which allow us to produce and distribute certain needle free injection devices globally. Product

~~Target~~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.

~~Other~~On ~~than~~August ~~applying~~28, ~~our~~2019 ~~network~~we insigned ~~Cambodia~~an Asset Assignment Agreement in ~~real~~order ~~estate~~to acquire certain brand and ~~private~~production ~~infrastructure~~rights tofrom ~~identify~~Prejex ~~potential~~GmbH ~~production~~in ~~sites~~Germany, ~~our~~which ~~inclusion~~allow ofus ~~the~~to ~~medical~~produce and distribute certain needle free injection devices ~~space~~globally. ~~with~~The management have continued and continue working towards producing the first tranche of Prejex needle free ~~injection~~injectors. ~~technology~~As ~~has~~such, ~~led~~the usCEO tois ~~put~~in ~~more~~negotiations ~~focus~~with ontwo anew USpotential ~~market~~production ~~roll-out~~partners, who are looking to produce the needle free injectors for the ~~ready~~beauty ~~produced~~markets ~~devices.~~in Turkey and Asia.

10Target ~~Table of Contents~~market

~~Industry~~At ~~analysis~~this point our main focus is on producing and rolling out the needle free injection technology in the US market. However, additional very interesting market and partnering opportunities have been identified in India and the Middle East.

~~According~~11 toTable ~~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.Contents

~~The~~Industry ~~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%.~~ analysis

InAccording ~~2019,~~to ~~insulin~~Datamonitor ~~delivery~~Healthcare, ~~for~~35% ~~diabetes~~of ~~was~~global ~~observed~~prescription tosales befor the ~~leading~~top ~~application~~50 ~~segment~~pharmaceutical ~~accounting~~companies ~~for~~were ~~31.0%~~attributed ofto ~~the~~injectable ~~total~~drugs, ~~market~~with ~~already~~sales ~~then.~~growing ~~According~~at to43% ~~the~~from ~~World~~2010 ~~Health~~to ~~Organization~~2018. ~~(WHO),~~The ~~the~~combination ~~total number~~ of ~~people~~the ~~diagnosed~~growing ~~with~~importance ~~diabetes~~of ~~was~~injectable ~~177~~drugs, ~~million in 2000 and is expected~~ to ~~reach~~the ~~300~~phobia ~~million~~caused by ~~2025. Thus~~needles, the ~~rise~~increase in ~~prevalence~~self-administered ofor ~~diabetes~~“at home” injections, and ~~increasing~~the ~~non-communicable~~rising ~~diseases~~cost ~~has~~associated ~~been~~with ~~and~~needle isstick ~~expected~~injuries, toprovides ~~continue~~the todynamics ~~boost~~for the accelerated growth of the needle-free ~~drug~~or ~~delivery~~injection ~~devices~~technology ~~market globally~~marketplace.

~~North~~The ~~America~~global ~~was observed to be the largest market for~~ needle-free drug delivery devices ~~and~~market ~~accounted~~was ~~for~~valued ~~43.1%~~at ofUSD ~~the total market in 2019~~10.9 ~~The~~billion ~~market is mainly driven~~ by ~~high public awareness about novel drug delivery systems~~2019, ~~government~~following ~~initiatives~~a ~~for~~2012-2019 ~~the~~compound ~~introduction~~annual ofgrowth ~~needle~~rate ~~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 1614.36% ~~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.~~

~~Marketing~~In 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 World Health Organization (WHO), the total number of people diagnosed with diabetes was 177 million in 2000 and is expected to reach 300 million by 2025. Thus, the rise in prevalence of diabetes and increasing non-communicable diseases has been and is expected to continue to boost the growth of the needle-free drug delivery devices market globally.

WeNorth ~~are~~America ~~marketing~~was ~~our~~observed ~~services~~to ~~mostly~~be onthe alargest ~~mouth~~market tofor ~~mouth~~needle-free ~~basis,~~drug ~~which~~delivery isdevices ~~possible~~and ~~due~~accounted tofor ~~our~~43.1% ~~long~~of ~~built~~the ~~network~~total tomarket ~~all~~in ~~relevant~~2019. ~~business~~The ~~owners~~market is mainly driven by high public awareness about novel drug delivery systems, ~~industry~~government ~~leaders~~initiatives ~~and~~for ~~decision~~the ~~makers~~introduction ~~internationally~~of needle free drug delivery devices in community vaccination programs and ~~locally~~key players domiciled in this region. WeAsia ~~intend~~Pacific was observed to ~~increase~~be ~~our~~one ~~online~~of ~~presences~~the ~~and~~fastest togrowing ~~utilize~~markets ~~alternative~~with ~~marketing~~the ~~tools~~highest inCAGR of 16.3% during the ~~future~~period from 2013 to ~~further~~2019. ~~increase~~The ~~our~~factors ~~exposure~~attributed to the growth of the market are opportunities available with a wide range of undiscovered applications and ~~recognition~~untapped countries with ~~our~~high ~~target~~potential ~~clients~~in this geography.

~~Competition~~Marketing

~~The~~We ~~level~~have ofmade ~~competition~~the ininitially needed contacts to market our ~~target~~product ~~line~~mostly ofon ~~business~~a mouth to mouth basis, which is ~~still~~possible ~~lower~~due ~~than~~to inour ~~other~~long ~~further~~built ~~developed~~network ~~areas~~to inall ~~the~~relevant ~~medical~~business ~~devices~~owners, industry leaders and wedecision ~~rely~~makers oninternationally ~~our~~and ~~targeted~~locally. ~~performance~~We ~~benchmarks~~intend into ~~result~~increase ~~driven,~~our ~~professionally~~online ~~produced,~~presences ~~managed~~ and ~~sold~~to ~~products~~utilize ~~that~~alternative wemarketing ~~can~~tools ~~offer~~in atthe afuture ~~competitive~~to ~~price~~further ~~level~~increase ~~due~~our toexposure ~~our~~and ~~still~~recognition ~~lean~~with ~~structure~~our ~~and~~target ~~organization~~clients.

~~Insurance~~Competition

WeThe dolevel ~~not~~of ~~maintain~~competition ~~any~~in ~~insurance~~our attarget ~~the~~line ~~moment,~~of ~~but~~business ~~have~~is ~~negotiated~~still ~~the~~lower ~~necessary~~than ~~product~~in ~~coverage~~other ~~ready~~further todeveloped beareas ~~available~~in ~~immediately~~the ~~once~~medical ~~required.~~devices Weindustry ~~will~~and ~~decide on a case by case basis if professional indemnity cover would also be advisable. If~~ we ~~were~~rely ~~made~~on aour ~~party~~targeted ofperformance abenchmarks ~~products~~in ~~liability~~result ~~action and~~driven, inprofessionally ~~the~~produced, ~~case~~managed ~~would~~and ~~not~~sold ~~have~~products ~~arranged~~that ~~for insurance cover,~~ we ~~may~~can ~~not~~offer ~~have~~at ~~sufficient funds to defend the litigation. If that occurs~~ a ~~judgment~~competitive ~~could~~price belevel ~~rendered~~due ~~against~~to usour ~~that~~still ~~could~~lean ~~cause~~structure usand ~~to cease operations~~organization.

~~Employees~~Insurance

We ~~are~~do not maintain any insurance at the moment, but have negotiated the necessary product coverage ready to be available immediately once required. We will decide on a ~~development~~case ~~stage~~by ~~company~~case basis if professional indemnity cover would also be advisable. If we were made a party of a products liability action and, ~~currently~~in the case would not have noarranged ~~employees~~for insurance cover, ~~other~~we ~~than~~may ~~our~~not ~~officers~~have ~~and~~sufficient ~~directors~~funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

~~Offices~~Employees

~~The~~We ~~phone~~are ~~number~~a isdevelopment ~~+31~~stage ~~(623)-407-058.~~company ~~The~~and ~~office~~currently ishave ~~located~~no ~~at Haagwinde 20~~employees, ~~5262~~other KZthan ~~Vught,~~our ~~The~~officers ~~Netherlands~~and directors.

~~Government Regulation~~Offices

WeThe ~~will~~phone benumber ~~required~~is to+31 comply with all regulations, rules and directives of governmental authorities and agencies applicable to consulting firms and operation of any facility in any jurisdiction which we would conduct activities(623)-407-058. WeThe dooffice ~~not~~is ~~believe~~located ~~that~~at ~~regulation~~Haagwinde ~~will~~20, ~~have~~5262 aKZ ~~material~~Vught, ~~impact~~The ~~on the way we conduct our business~~Netherlands. ~~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.~~

1112 Table of Contents

~~Results~~Government ~~of operations~~Regulation

~~The~~We ~~following~~will ~~comparative~~be ~~analysis~~required onto ~~results~~comply ofwith ~~operations~~all ~~was~~regulations, ~~based~~rules ~~primarily~~and ondirectives ~~the~~of ~~comparative~~governmental ~~financial~~authorities ~~statements,~~and ~~footnotes~~agencies applicable to consulting firms and ~~related~~operation ~~information~~of ~~for~~any ~~the~~facility ~~periods~~in ~~identified~~any ~~below~~jurisdiction ~~and~~which ~~should~~we bewould ~~read~~conduct inactivities. ~~conjunction~~We ~~with~~do ~~the~~not ~~financial~~believe ~~statements~~that ~~and~~regulation will have a material impact on the ~~notes~~way we conduct our business. We do not need to ~~those~~receive ~~statements~~any ~~that~~government ~~are~~approvals ~~included~~necessary ~~elsewhere~~to inconduct ~~this~~our ~~report~~business; however we will have to comply with all applicable export and import regulations.

~~Comparison~~Results of ~~the Nine months ended September 30, 2021 and September 30, 2020~~operations

~~Revenues~~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.

~~For~~Comparison of the Three ~~months ended September 30, 2021 we have generated revenues of $0~~ and $0Six ~~for the same period ended September 30, 2020. For the Nine~~ months ended ~~September~~June 30, ~~2021~~2022 ~~we have generated revenues of $0~~ and ~~revenues~~June ~~were $0 for the Nine months ended September~~ 30, ~~2020.~~2021

~~Operating Expenses~~Revenues

~~The~~For ~~operating expenses were $594 and $594 for~~ the Three months ended ~~September~~June 30, ~~2021~~2022 ~~and~~we ~~September~~have ~~30,~~generated ~~2020,~~revenues ~~respectively.~~of ~~The operating expenses were~~ $~~1,782~~0 and $~~6,107~~0 for the ~~Nine~~same ~~months~~period ended ~~September~~June 30, 2021 ~~and September 30, 2020, respectively~~. ~~The~~For ~~decrease~~the inSix ~~operating~~months ~~expenses~~ended isJune ~~mainly~~30, ~~due~~2022 towe ~~reduced~~have ~~professional~~generated ~~fees~~revenues ~~as most~~ of ~~the~~$0 ~~recent~~and ~~business~~revenues ~~development~~were is$0 ~~based~~for onthe ~~conversations~~Six ~~and~~months ~~negotiations~~ended ofJune ~~our management~~30, ~~which is free of cost~~2021.

~~Professional~~Operating ~~fees for financial review of this 10Q Report of $2,000 has been absorbed by a related company.~~Expenses

~~Liquidity~~The operating expenses were $3,094 and ~~capital~~$594 ~~resources~~for the Three months and $6,188 and $1,188 for the Six months ended June 30, 2022 and June 30, 2021, respectively. The increase in operating expenses are mainly due to increased occurrence of professional fees.

WeProfessional ~~have~~fees ~~incurred~~for ~~recurring losses to date. Our~~ financial ~~statements~~review ~~have~~of ~~been~~this ~~prepared~~10Q ~~assuming~~Report ~~that~~for wethe ~~will~~Three ~~continue~~months asended aJune ~~going concern and~~30, ~~accordingly,~~2022 ~~do not include adjustments relating to the recoverability and realization~~ of ~~assets~~$1,500 ~~and~~has ~~classification~~been ofabsorbed ~~liabilities~~by ~~that~~a ~~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~~company.

AsLiquidity atand ~~September~~capital ~~30, 2021, we had assets for the amount of $200, of which the cash balance was $200. As of December 31, 2020, our total assets were $200 which included cash of $200.~~resources

AsWe athave ~~September~~incurred ~~30,~~recurring ~~2021~~losses ~~and~~to ~~December~~date. ~~31,~~Our ~~2020,~~financial ~~our~~statements ~~current~~have ~~liabilities~~been ~~were~~prepared ~~$88,631~~assuming ~~and~~that ~~$86,849,~~we ~~respectively.~~will ~~The~~continue ~~stockholders’~~as ~~deficit~~a ~~was~~going ~~$88~~concern and,~~431~~ asaccordingly, ofdo ~~September~~not ~~30,~~include ~~2021~~adjustments relating to the recoverability and ~~$86,649~~realization asof assets and classification of ~~December~~liabilities ~~31,~~that ~~2020~~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.

~~CASH~~As ~~FLOWS~~at ~~FROM~~June ~~OPERATING~~30, ~~ACTIVITIES~~2022, we had assets for the amount of $200, of which the cash balance was $200. As of December 31, 2021, our total assets were $200 which included cash of $200.

WeAs ~~have~~at ~~not~~June ~~generated~~30, ~~positive~~2022 ~~cash~~and ~~flows~~December ~~from~~31, ~~operating~~2021, ~~activities.~~our ~~Net~~current ~~cash~~liabilities ~~flows~~were ~~used in operating activities was~~ $0104,413 ~~for~~and ~~both~~$98,225, ~~the~~respectively. ~~Three~~The ~~and~~stockholders’ ~~the~~deficit ~~Nine~~was ~~months~~$104,213 ~~ended~~as ~~September~~of June 30, ~~2021~~2022 and -$898,~~167~~025 ~~for~~as ~~the~~of ~~same~~December ~~periods~~31, ~~in 2020~~2021.

CASH FLOWS FROM ~~INVESTING~~OPERATING ACTIVITIES

~~For~~We ~~both,~~have ~~the~~not ~~Three~~generated ~~and~~positive ~~the~~cash ~~Nine~~flows ~~months~~from ~~ended~~operating ~~September~~activities. ~~30,~~Net ~~2021~~cash ~~and~~flows ~~2020~~used ~~respectively~~in operating activities was $0 for the Three and $9,000 wefor ~~did~~the ~~not~~Six ~~have~~months ~~any~~ended ~~cash~~June ~~flows~~30, ~~used~~2022 inand or$0 ~~provided~~for bythe ~~investing~~same ~~activities~~periods in 2021.

CASH FLOWS FROM ~~FINANCING~~INVESTING ACTIVITIES

For ~~the Nine months ended September 30~~both, ~~2021~~the ~~net~~Three ~~cash~~and ~~flows provided by financing activities was $0. The net cash flows provided by financing activities were $8,167 for~~ the ~~Nine~~Six months ended ~~September~~June 30, ~~2020.~~2022 ~~During~~and ~~the Nine months ended September 30,~~ 2021, ~~the Company borrowed cash of $0 from related parties. The Company borrowed cash of $8~~respectively,~~167~~ ~~during~~we ~~the~~did ~~Nine~~not ~~months~~have ~~ended~~any ~~September 30, 2020. The Company repaid~~ cash offlows $0used ~~to related parties~~ in ~~the~~or ~~Nine~~provided ~~months~~by ~~ended~~investing ~~September 30, 2021 and $0 during the Nine months ended September 30, 2020~~activities.

12CASH ~~Table~~FLOWS ofFROM ~~Contents~~FINANCING ACTIVITIES

~~Management’s~~For ~~discussion~~the Six months ended June 30, 2022 net cash flows provided by financing activities was $9,000. The net cash flows provided by financing activities were $0 for the Six months ended June 30, 2021. During the Six months ended June 30, 2022, the Company borrowed cash of $9,000 from related parties. The Company borrowed cash of $0 during the Six months ended June 30, 2021. The Company repaid cash of $0 to related parties in the Six months ended June 30, 2022 and ~~analysis~~$0 during the Six months ended June 30, 2021.

~~You~~13 ~~should~~Table ~~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.Contents

~~There~~Management’s isdiscussion 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.~~analysis

IfYou weshould ~~need~~read ~~additional~~the ~~cash~~following discussion and ~~cannot~~analysis ~~raise~~of itour 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, weincluding ~~will~~information ~~either~~with ~~have~~respect to ~~suspend~~our ~~operations~~plans ~~until~~and westrategy dofor ~~raise~~our ~~the~~business ~~cash~~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 ~~cease~~implied ~~operations~~by ~~entirely~~the forward-looking statements contained in the following discussion and analysis.

~~Plan~~There ofis ~~operation~~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.

WeIf ~~have~~we ~~completed~~need ~~the~~additional ~~R&D~~cash ~~stage~~ and ~~produced~~cannot araise ~~first~~it, ~~batch~~we ofwill ~~needle~~either ~~free injections units “N-Ject” earlier this year. We are~~ have ~~made and continue making arrangements~~ to ~~initiate~~suspend ~~the~~operations ~~FDA~~until ~~approval~~we ~~process~~do ofraise ~~our current version of~~ the ~~Prejex~~cash, ~~N-Ject~~or ~~needle~~cease ~~free~~operations ~~injection device and prepare for a first mass produced batch of injection devices~~entirely.

AtPlan ~~the~~of ~~same time our management are not only preparing the US market admission and sales, but are also negotiating a distribution partnership for the Middle Eastern markets.~~ operation

~~Other~~At ~~than~~the time of this document the ~~ready~~Company ~~production~~is ~~facilities~~working ~~from~~with ~~providers~~its partners in Germany on an updated version of its needle free injector device. With production capacities on standby, management has also begun the process of preparing update filings for re-admission with the FDA in the USA and, at the same time are ~~continuing~~in todiscussions ~~assess~~with ~~production~~potential ~~partnerships~~OEM partners for the product´s market roll-out in ~~India~~the Middle and ~~China~~Near East. The Company is determined to start building cash flows in the medical devices area as quickly as possible.

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 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.

13ITEM ~~Table~~3. ofQUANTITATIVE ~~Contents~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~None

~~None~~ITEM 4. CONTROLS AND PROCEDURES

~~ITEM~~Our 4management 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. ~~CONTROLS~~Disclosure ~~AND~~controls ~~PROCEDURES~~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.

~~Our~~An ~~management~~evaluation iswas ~~responsible~~conducted ~~for~~under ~~establishing~~the supervision and ~~maintaining~~with athe ~~system~~participation of ~~disclosure~~our ~~controls~~management ~~and~~on ~~procedures~~the ~~(as~~effectiveness ~~defined~~of inthe ~~Rule~~design ~~13a-15(e)~~ and ~~15d-15(e)~~operation ~~under~~of ~~the~~our ~~Exchange~~disclosure ~~Act)~~controls ~~that~~and isprocedures ~~designed~~as toof ~~ensure~~the ~~that~~end ~~information~~of ~~required~~the toperiod becovered ~~disclosed~~ by usthis inreport. ~~the~~Based ~~reports~~on ~~that we file or submit under~~ the ~~Exchange Act is recorded~~evaluation, ~~processed,~~our ~~summarized~~management ~~and~~concluded ~~reported,~~that ~~within~~our ~~the~~disclosure ~~time periods specified in the Commission’s rules and forms. Disclosure~~ controls and procedures ~~include,~~were ~~without~~not ~~limitation,~~effective ~~controls~~due ~~and procedures designed~~ to ~~ensure~~the ~~that~~material ~~information~~weaknesses ~~required~~identified toas befollows: ~~disclosed~~(i) byinadequate ansegregation ~~issuer~~of induties; ~~the~~(ii) ~~reports~~lack ~~that~~of itsufficient ~~files~~and oradequate ~~submits~~finance ~~under~~personnel ~~the~~with ~~Exchange~~appropriate ~~Act~~understanding isof ~~accumulated~~U.S. GAAP and ~~communicated~~SEC toreporting ~~the~~requirements; ~~issuer’s~~(iii) ~~management,~~lack ~~including~~of ~~its~~well-established ~~principal~~procedures ~~executive~~to ~~officer~~identify, orapprove ~~officers~~ and ~~principal~~report orrelated ~~person~~party ~~performing~~transactions. ~~similar~~As ~~functions~~a result, asmaterial ~~appropriate~~weaknesses toon ~~allow~~internal ~~timely~~control ~~decisions~~over ~~regarding~~financial ~~required~~reporting ~~disclosures~~exist.

AnOur ~~evaluation~~independent ~~was~~auditors ~~conducted~~have ~~under~~not ~~the~~audited ~~supervision~~ and ~~with~~are ~~the~~not ~~participation~~required ofto ~~our~~audit ~~management~~this onassessment ~~the effectiveness~~ of ~~the design and operation of~~ our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial asreporting offor 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~~Changes ~~independent~~in ~~auditors~~Internal ~~have~~Controls ~~not audited and are not required to audit this assessment of our internal control~~ over ~~financial~~Financial ~~reporting for the period covered by this report.~~ Reporting

~~Changes~~There was no change in ~~Internal~~the ~~Controls~~Company’s internal control over ~~Financial~~financial ~~Reporting~~reporting during the most recent Six-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.

~~There~~14 ~~was~~Table noof change in the Company’s internal control over financial reporting during the most recent Nine-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.Contents

14PART ~~Table~~II. ofOTHER ~~Contents~~INFORMATION

~~PART~~ITEM II1. ~~OTHER~~LEGAL ~~INFORMATION~~PROCEEDINGS

~~ITEM~~We 1know 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. ~~LEGAL~~There ~~PROCEEDINGS~~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.

WeITEM ~~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~~1A. ~~There~~RISK ~~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.~~FACTORS

~~ITEM 1A. RISK FACTORS~~None

~~None~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~None

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITES

~~ITEM 3. DEFAULTS UPON SENIOR SECURITES~~None

~~None~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS~~None

~~None~~ITEM 5. OTHER INFORMATION

~~ITEM 5. OTHER INFORMATION~~None

~~None~~15 Table of Contents

15ITEM ~~Table~~6. ~~of Contents~~EXHIBITS

~~ITEM~~The 6.following ~~EXHIBITS~~exhibits are included as part of this report by reference:

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).

32.2		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.

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).
32.2		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.

Table of Contents

~~16 Table of Contents~~SIGNATURES

~~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.

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.

Date: November 14, 2022	By:	/s/ Maarten Stuut
		Maarten Stuut
		President and CEO

GSG Group Inc.

Date: November 14, 2022	By:	/s/ Maarten Stuut
		Maarten Stuut
		Director and CFO

Date: November 23, 2021	By:	/s/ Maarten Stuut
		Maarten Stuut
		President and CEO

Date: November 23, 2021	By:	/s/ Maarten Stuut
		Maarten Stuut
		Director and CFO

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