UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

~~(Mark~~☒ Annual ~~One~~Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~☒ ANNUAL~~For ~~REPORT~~the ~~UNDER~~fiscal ~~SECTION~~year 13ended ORDecember ~~15(d)~~31, ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~2023

~~For~~☐ Transition ~~the~~Report ~~fiscal~~pursuant ~~year~~to ~~ended~~Section ~~December~~13 ~~31,~~or ~~2022~~15(d) of the Securities Exchange Act of 1934

~~☐ TRANSITION~~For ~~REPORT~~the ~~UNDER~~transition ~~SECTION~~period 13from OR__________ ~~15(d)~~to ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~__________

For the transition period from ______________ to______________

Commission file number 333-209903

GSG GROUP INC. (Exact name of ~~registrant~~small business issuer as specified in its charter)

Nevada	~~37-1769300~~2750	37-1769300
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
State or other jurisdictionof incorporation or organization	Primary Standard IndustrialClassification Number	IRS EmployerIdentification Number

~~Churerstrasse~~Flat 478-9, ~~8808 Pfäffikon~~5/F, ~~Schwyz~~Wing On Plaza, ~~Switzerland~~ 62 Mody Road, Tsim Sha Tsui, KLN, Hong Kong

~~(Address~~Tel: of+852 ~~registrant’s~~3106 ~~principal executive offices)~~8189

~~Registrant’s~~(Address and telephone number, ~~including~~of ~~area~~principal ~~code:~~executive ~~+31 (623~~offices)~~-407-058~~

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

~~None~~(Former ~~N/A~~name, ~~Title~~former ofaddress ~~each~~and ~~class~~former ~~Name~~fiscal ofyear, ~~each~~if ~~exchange~~changed onsince ~~which~~last ~~registered~~report)

~~Securities~~Indicate ~~registered~~by ~~under~~check mark whether the registrant (1) has filed all reports required to be filed by Section 1213 or 15 (gd) 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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~~Filer ☒ Smaller reporting company ☒ Emerging growth company ☐

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

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

AsState ~~of January 31, 2023,~~ the ~~registrant~~number ~~had~~of ~~30,125,000~~ shares outstanding of ~~common~~each ~~stock~~of ~~issued~~the ~~and~~issuer’s ~~outstanding.~~classes Noof ~~market~~common ~~value~~equity, ~~has~~as ~~been~~of ~~computed based upon~~ the ~~fact~~latest ~~that~~practicable nodate: ~~active~~37,415,902 ~~trading~~common ~~market~~shares ~~had~~issued ~~been~~and ~~established~~outstanding as of ~~the~~June ~~date~~28, ~~of this document~~2024.

~~DOCUMENTS~~GSG ~~INCORPORATED~~GROUP ~~BY REFERENCE~~ INC.

NoTABLE ~~documents~~OF ~~are incorporated into the text by reference.~~CONTENTS

Part I
		Page
Item 1	Business		3
PART I
Item 1A	Risk Factors		7
Item 1.	Business	3
Item 1B	Unresolved Staff Comments		7
Item 1A.	Risk Factors	5
Item 2	Properties		7
Item 1B.	Unresolved Staff Comment	5
Item 3	Legal Proceedings		7
Item 2.	Properties	5
Item 4	Mine Safety Disclosures		7
Item 3.	Legal Proceedings	5
Part II
Item 4.	Mine Safety Disclosures	5
Item 5	Market for Registrant's Common Equity and Related Stockholder Matters		8
PART II
Item 6	Selected Financial Data		8
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations		9
Item 6.	Selected Financial Data	6
Item 7A	Quantitative and Qualitative Disclosure about Market Risk		10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 8	Financial Statements and Supplementary Data		11
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	8
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		21
Item 8.	Financial Statements and Supplementary Data	8
Item 9A	Controls and Procedures		21
	Balance Sheets as of December 31, 2023 (Unaudited) and December 31, 2022	9
Item 9B	Other Information		21
	Statements of Operations for the Years Ended December 31, 2023 and 2022 (unaudited)	10
Part III
	Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 (unaudited)	11
Item 10	Directors, Executive Officers of the Registrant		22
	Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022 (unaudited)	12
Item 11	Executive Compensation		22
	Notes to the Unaudited Financial Statements	13
Item 12	Security Ownership of Certain Beneficial Holders and Management		22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 13	Certain Relationships and Related Transactions		23
Item 9A.	Controls and Procedures	16
Item 14	Principal Accountant Fees and Services		23
Item 9B.	Other Information	16
Part IV
PART III
Item 15	Exhibits, Financial Statements Schedules		24
Item 10.	Directors, Executive Officers and Corporate Governance	17
Signatures			25
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence	17
Item 14.	Principal Accountant Fees and Services	18
PART IV
Item 15.	Exhibits, Financial Statement Schedules	19

Table of Contents

PART I1

Forward -Looking Statements

This Annual Report contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this report.

General

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, “GSG" and “GSG Group” mean GSG Group Inc., unless the context clearly requires otherwise.

ITEM 1. BUSINESS

General Information

GSG Group Inc. (“the Company”, “we”, “us” or “our”) ~~has~~was ~~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~~in the Asian real estate market and other growth industries. On September 15, 2017, the name change to GSG Group Inc. was approved by the Financial Industry Regulatory Authority ("FINRA") and the Company began discussions to add Medical Devices production and trading to its business portfolio. Since January ~~01st~~1st 2023 the Company has its office at Churerstrasse 47, 8808 Pfäffikon, Schwyz, Switzerland..

On August 28, 2019 Company entered into an Asset Assignment Agreement (as amended on July 12, 2020, and extended on December 28, 2021) with Prejex Holding GmbH in Germany, under which it acquires certain brand rights (brand registration and the Prejex website, currently held in trust for Company by related party Medical Consult Europe B.V.) and the right to use certain competences regarding production of needle -free injection devices. In return, it promises to invest the total amount of US$ 1,000,000.00 within 24 months from the date of the Agreement into producing such needle -free injection devices and making Prejex Holding GmbH the exclusive production manager worldwide with 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, the Company agreed to induce its shareholder Mr. Xin Chen to cancel 19,000,000 of his shares against payment of US$ 150,000.00 by Prejex Holding GmbH to Mr. Chen no later than June 30, 2021. While Mr. Chen had his shares ~~cancelled~~canceled on November 06, 2020, the parties extended the deadline for Prejex´s payment by mutual consent to June 30, 2022.

3On ~~Table~~July 13, 2020, the shareholders of ~~Contents~~the Company in a majority vote appointed Mr. Frank Raymakers as the new director, President and CEO, Mr. Maarten Stuut as new director and CFO, Mr. Alfred Kelly as director and Chief Operating Officers and Mr. Eric P. Ditkowsky as the new director and Chief Sales Officer. Mr. Gim Hooi OOI was appointed as the new Chief Marketing Officer.

On 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 14, 2021, our CFO Mr. Maarten Stuut was appointed also as CEO due to the sudden passing of Mr. Raymakers on April 11, 2021.

On December 28, 2021, all deadlines stipulated in the Asset Assignment Agreement have been extended until December 31, 2023, where necessary, by the “Extension of Asset Assignment Agreement” concluded between the parties on that date. The extension had become necessary due to the impact of Covid restrictions on the ability of the parties to execute their business plan within the timelines estimated before.

On December 01, 2022, the shareholders of the Company in a majority vote appointed Mr. Chester Jansen as new director and COO. AtOn the same date, Mr. Eric P. Ditkowsky and Mr. Alfred Kelly ceased to be directors of the Company.

As ~~at the date~~ of ~~this~~May ~~document~~25, ~~Prejex~~2023 ~~GmbH,~~and ~~the~~following ~~Company´s~~Management ~~exclusive~~having ~~production~~revised ~~manager under~~ the ~~Asset Assignment Agreement, has made good progress on~~ business ~~implementation~~plan ~~and accomplished a number~~ of ~~important~~the ~~milestones:~~Company ~~Production agreements have been negotiated~~ and ~~signed~~implementation ~~with a major partner in India and first batches~~ of ~~disposable~~the ~~and reusable~~ Prejex ~~Needle~~project ~~Free~~no ~~injection~~longer ~~devices~~being ~~have~~its ~~been~~first ~~produced;~~priority, ~~Trial~~the ~~runs~~Asset onAssignment ~~syringes~~Agreement ~~production~~with ~~and~~Prejex ~~filling~~Holding onGmbH ~~industrial~~was ~~scale~~cancelled ~~equipment have been successfully performed; OEM partnerships have been concluded for several countries~~ in ~~Asia;~~mutual ~~Steps~~consent toby ~~filing (re-)admission procedures for market access have been initiated with~~ the competent authorities in India and the USA; German based R&D are working to formulate our next level innovations that will further advance the current generation of our injection devices and strengthen the Company´s IP baseparties.

4On ~~Table~~July of17, ~~Contents~~2023, the Company added two new directors, Ms. Wenqiu Liao and Mr. Ha Leong Lau to the Company’s Board.

~~DIRECTORS~~On July 17, ~~EXECUTIVE~~2023, ~~OFFICERS~~the ~~AND~~Company ~~CORPORATE~~entered ~~GOVERNANCE~~into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited to its 100% interest in Harmony Physiotherapy Limited (the “Predecessor Company”)’s operations of professional physiotherapy treatment and healthcare services.

On July 18, 2023, the President and CEO position of Mr. Maarten Stuut was replaced by Ms. Wenqiu Liao. The CFO position of Mr. Maarten Stuut was replaced by Mr. Ha Leong Lau as the Acting CFO of the Company. The Acting CFO shall serve in this role until a permanent CFO is appointed. The COO position of Mr. Chester Jansen was replaced that day by Mr. Po Hei Chan and Mr. Stuut and Mr. Jansen left the board.

On July 19, 2023, the Company cancelled the shares of Mr. Gim Hooi Ooi, a shareholder of the Company, and reversed the aged debt of $40,323 owing to Mr. Gim Hooi Ooi. Mr. Gim Hooi Ooi held a total of 17,709,098 common shares of the Company which was equivalent to an aggregate of 58.78% of outstanding and issued shares prior to the cancellation. The cancellation of the 17,709,098 common shares of the Company held by Mr. Gim Hooi Ooi was subsequently completed on June 28, 2024.

On July 19, 2023, the Company issued 25,000,000 common shares to Kingdom Defi Limited as per the SEA in exchange for a new business into the Company. The new share issuance was completed on August 18, 2023.

Table of Contents

Following the addition of new directors and management to the board, the extended management prepared and presented its revised business plan for the Company with its focus returning to Asia and the rising needs of China, one of the highest populated countries and thus biggest markets in the world. The new business potentially will generate a healthy stream of new income to the Company. The management has primarily targeted a physiotherapy company with 15 years of experience in the industry, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following sets forth the name and position of each of our executive officers and directors as at the end of the reporting period:

NAME	AGE	POSITION
Maarten Stuut	62	Director & CFO & CEO
Chester Jansen	49	Director & COO
Gim Hooi OOI	42	Director & CMO

NAME		POSITION

Wenqiu LIAO		Director President & CEO
Ha Leong LAU		Director & CFO
Po Hei CHAN		COO

Maarten Stuut

Mr. Maarten Stuut, age 62, – Vice President & CFO – also a founder & director of PREJEX GmbH, is a serial entrepreneur and investor with 30 years of business experience in telecommunications and medical devices. Maarten will work with Frank Raymakers to manage all European manufacturing, Quality Systems, and regulatory activities. Maarten owns several small companies and manages sales and growth of these businesses in Europe and the Middle East. One of his last endeavors was Simpel, a Netherlands Telco company he founded and later sold at some 40+m USD – Simpel is valued at around 100m USD today. Maarten is responsible for coordinating all financing matters for our Company as well as financial controlling of the PREJEX product line – from procurement and production to global delivery. He will also work with Frank to scale deal flow and sales in the European, Middle East and African regions and expand into other markets of interest. Mr. Stuut has temporarily also assumed the function of CEO on April 14, 2021 in response to the sudden passing of his predecessor, Mr. Frank Raymakers.

Chester Jansen

Mr. Chester Jansen, age 49, – Chief Operating Officer – is a highly educated business consultant and entrepreneur. For over 25 years his focus was on QA (Quality Assurance) and IT systems integration, where he mostly operated on the management level for the defense ministry, banks, transport and telecom companies. He has written several books on the subject and continues to be a recognized speaker at various events. While Chester is also an investor and entrepreneur, he has built and sold multiple organizations in the IT, QA and medical markets sphere. With his overall and specific operational skill set, Chester came highly recommended and turned out to be an excellent fit our Company.

Gim Hooi OOI

Gim Hooi Ooi, age 42, - Chief Marketing Officer – had earlier been serving as a Senior Relationship Manager of Alliance Bank Malaysia Berhad since 2013. From 2012 to 2013, he served as an Account Relationship Manager at Hong Leong Bank Berhad. From 2009 to 2012, he served as a Team Leader at UOB (M) Bank Berhad. Mr. Ooi brings his extensive experience in banking, financial services and compliance procedures to the Company.

Products

Originally, our products included ribbons, notebooks, plastic items, and other printed goods of that kind, where we specialized mostly onin ~~ribbons~~ribbon printing. ~~Since~~From 2017 until late 2018 we stopped the printing business and focused on advising investors on the Asia real estate market, specifically in Cambodia. This is also how we decided in Q2/2019 to enter into discussions about the production of medical devices in Cambodia.

5On ~~Table~~August 28, 2019, we signed an Asset Assignment Agreement to acquire certain brand and production rights from Prejex GmbH in Germany, which allows us to produce and distribute certain needle-free injection devices globally. The management has continued working towards producing the first tranche of ~~Contents~~Prejex needle-free injectors. As such, the CEO is in negotiations with two new potential production partners, who are looking to produce needle-free injectors for the beauty markets in Turkey and Asia. This agreement was cancelled on May 25, 2023.

On ~~August~~June 2830, ~~2019~~we ~~and~~revised ~~July~~the ~~12,~~business ~~2020~~plan weto ~~signed~~focus ~~the~~on ~~Asset~~new ~~Assignment~~business ~~Agreement~~ which ~~stipulates~~potentially ~~the~~will ~~acquisition~~generate a healthy stream of ~~certain~~new ~~brand~~income ~~and~~for ~~production~~the ~~rights~~Company. ~~from~~The ~~Prejex~~management ~~Holding~~has ~~GmbH~~primarily targeted a physiotherapy company with 15 years of experience in ~~Germany~~the industry, ~~which~~specifically ~~allow~~targeting us the ~~production~~elderly ~~and~~with ~~distribution~~physiotherapy ofneeds, ~~certain~~fitness ~~needle~~enthusiasts, ~~free~~athletes, ~~injection~~and ~~devices~~individuals ~~globally.~~seeking injury prevention and recovery.

AtTarget the time of this document the Company is working with 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 in discussions with potential OEM partners for the product´s market ~~roll-out in the Middle and Near East. The Company is determined to start building cash flows in the medical devices area as quickly as possible.~~

~~Market~~At ~~Overview~~this point, the Management has eyed the rising health and physiotherapy needs of aging population in China market and kept an open option to tap the blue sea to speed up positive cash flows into the Company.

~~Other~~Industry than applying our network in Cambodia in real estate and private infrastructure to identify potential production sites, our most recent inclusion of the medical devices space with the needle free injection technology has led us to put more focus on a US market roll-out for the ready produced devices. analysis

According to ~~Datamonitor~~Arizton ~~Healthcare,~~Advisory ~~35%~~& ofIntelligence, ~~global prescription sales for~~ the ~~top~~global 50physiotherapy ~~pharmaceutical~~market ~~companies~~is ~~were~~expected ~~attributed~~ to ~~injectable~~grow ~~drugs,~~at ~~with~~a ~~sales~~CAGR ~~growing~~of ~~at 43~~16.3% from ~~2010~~2022 to ~~2018~~2030. The combination of ~~the~~an ~~growing~~aging ~~importance~~population ofand ~~injectable drugs, to~~ the ~~phobia~~rising ~~caused~~prevalence byof ~~needles~~cardiovascular, ~~the increase in self-administered or “at home” injections~~neurological, and ~~the~~musculoskeletal ~~rising~~problems ~~cost associated with needle stick injuries,~~ provides the dynamics for the accelerated growth of the ~~needle-free~~global orphysiotherapy ~~injection technology marketplace~~market.

The global ~~needle-free~~physiotherapy ~~drug delivery devices~~ market was valued at ~~USD 10~~USD15.935 billion byin ~~2019,~~2022 ~~following~~and ais ~~2012-2019~~projected ~~compound~~to ~~annual~~reach ~~growth~~USD51.39 ~~rate~~billion ~~(CAGR)~~by ~~of 14~~2030.~~6%.~~

InChina’s ~~2019,~~rehabilitation ~~insulin~~medical ~~delivery~~services ~~for~~market ~~diabetes~~ was ~~observed~~valued toat beRMB84 ~~the~~billion ~~leading~~in ~~application~~2020 ~~segment~~and ~~accounting~~is ~~for~~expected ~~31.0%~~to ofgrow ~~the~~at ~~total~~a ~~market~~CAGR ~~already~~of ~~then~~17.7% ~~According~~ to ~~the~~reach ~~World~~RMB211billion ~~Health~~in ~~Organization~~2025. ~~(WHO),~~Physiotherapy is the ~~total~~main ~~number~~method of ~~people~~therapy ~~diagnosed~~in ~~with~~rehabilitation ~~diabetes~~medical ~~was~~services, ~~177~~with ~~million~~demands inmainly ~~2000~~from ~~and~~patient isrehabilitation, ~~expected~~postpartum torehabilitation, ~~reach~~sports ~~300~~rehabilitation ~~million~~and bychild ~~2025~~rehabilitation. ~~Thus,~~With the ~~rise~~improvement inof ~~prevalence~~the standard of ~~diabetes~~living ~~and~~in ~~increasing~~China, ~~non-communicable~~the ~~diseases~~demand ~~has~~for ~~been~~premium ~~and~~rehabilitation isservices ~~expected~~drives tothe ~~continue~~demand tofor ~~boost~~physiotherapy ~~the~~in ~~growth~~China on top of the ~~needle-free~~global ~~drug~~underlying ~~delivery devices market globally~~trend.

~~North~~4 ~~America~~Table ~~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.Contents

About us

GSG Group Inc. (GSGG) is a shell company currently looking to leverage its ~~managements~~management´s excellent network globally to initiate business activities in highly profitable geographical and industrial areas. At this point, our focus is on establishing and scaling the ~~production~~demand offor ~~needle~~premium ~~free~~rehabilitation ~~injection~~services ~~devices~~particularly in ~~locations~~physiotherapy in ~~Europe~~China ~~and~~to ~~Asia~~cater ~~and the sale of such devices first in the Indian and Asian markets, then in the North Americas,~~ to betheir ~~followed~~escalating ~~shortly~~aging ~~by sales globally thereafter~~population.

We are working on marketing our products through our long -built networks to all relevant business partners, industry leaders, and decision -makers in our target markets locally. We intend to increase our online ~~presences~~presence and to utilize alternative marketing tools in the future to further increase our exposure and recognition of our products and brand with our target clients.

6We ~~Table~~believe ofthat ~~Contents~~our marketing campaign will attract many clients and develop a strong reputation as a quality, diligent, and efficient service and product provider. Hopefully, our clients will continue to readily recommend us to others.

We believe that our marketing campaign shall attract many clients and develop a strong reputation of quality, diligent and efficient service and product provider. Hopefully, our clients will continue to readily recommend us to others.

Employees

AsWe ofare ~~December~~a ~~31,~~development ~~2022,~~stage ~~the~~company ~~Company~~and ~~had~~currently have no employees, other than our officers and directors.

Offices

The phone number is +31852 ~~(623)-407-058~~3106 8189. The office is located ~~Churerstrasse~~at 473/F, ~~8808~~Ashely ~~Pfäffikon~~nine, ~~Schwyz,~~9-11 ~~Switzerland~~Ashely Road, ~~which~~Tsim isSha ~~provided~~Tsui, ~~free of charge by Prejex Holdings GmbH~~KLN, ~~our~~Hong ~~exclusive production manager under the Asset Assignment Agreement~~Kong.

Government Regulation

We ~~are~~will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to consulting firms and the ~~consulting~~operation ~~business~~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.

Legal Proceedings

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

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENT

Not applicable.

ITEM 2. PROPERTIES.

We do not own any real estate or other properties. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. MINE SAFETY DISCLOSURES.

None.

75 Table of Contents

PART II

Market for Securities

Our common stock is listed on the Over-the -Counter ~~Bulletin~~Expert ~~Board~~Market. There has been no active trading of our common stock.

Holders of our Common Stock

As of December 31, ~~2022~~2023, ~~and 2021~~ there were 50 ~~and 50~~ registered stockholders respectively holding 3055,125,000 ~~and 30,125,000~~ shares in aggregate of our issued and outstanding common stock ~~respectively~~. As of the date of this document, there were 50 registered stockholders holding 3055,125,000 shares in aggregate of our issued and outstanding common stock.

Dividend Policy

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

	1.	We would not be able to pay our debts as they become due in the usual course of business; or

	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

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

Recent Sales of Unregistered Securities

There were no recent sales of unregistered securities. As of December 31, ~~2022~~2023, there were no outstanding stock options or warrants.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal ~~years~~year ended December 31, ~~2022 and December 31, 2021, respectively~~2023.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

86 Table of Contents

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

Results of Operations

We recorded no revenues for the year ended December 31, ~~2022~~2023 (year ended December 31, ~~2021~~2022: $0) and incurred no cost of goods sold for the year ended December 31, ~~2022~~2023 (year ended December 31, ~~2021~~2022: $0). Respectively, there was no gross profit or loss recorded for the year ended December 31, ~~2022~~2023 (from a gross profit of $0 for the year ended December 31, ~~2021~~2022).

The operating expenses comprised general and administrative expenses of $16,~~076~~824 for the recent period (compared to $1116,~~376~~076 for the year ended December 31, ~~2021~~2022), an increase of 415%. This increase was mainly caused by an increase in professional fees for accounting service due to ~~increased~~decreased complexity of booking incidents.

The net loss for the year ended December 31, ~~2022~~2023 was $1623,~~076~~563 (year ended December 31, ~~2021~~2022: $1116,~~376~~076), an increase of 4147%, caused by increased operating expenses as explained above and additional share issuance cost.

Our total assets at December 31, ~~2022~~2023 were $200 (December 31, ~~2021~~2022: $200) which ~~was~~comprised of cash on hand of $200 (December 31, ~~2021~~2022: $200).

Our total liabilities at December 31, ~~2022~~2023 were $~~114~~131,~~301~~125 which comprised of accrued liabilities and other payables of $4943,~~695~~619 and amounts due to related parties of $6487,~~606~~506. The total liabilities at December 31, ~~2021~~2022 were $98114,~~225~~301 which mainly comprised of accrued liabilities and other payables of $3336,~~619~~195 and amounts due to related parties of $6478,~~606~~106.

We currently anticipate our operating expenses (being legal and professional fees, IT cost and further website and software development and testing, marketing and advertising, and other expenses) over the next 12 months will be approximately $50,000.

On December 31, ~~2022~~2023 the Company had authorized 75,000,000 (December 31, ~~2021~~2022: 75,000,000) shares of common stock with a par value of $0.001 per share.

As of December 31, ~~2022~~2023, the Company had 3055,125,000 (December 31, ~~2021~~2022: 30,125,000) shares of common stock issued and outstanding and there were no outstanding stock options or warrants.

We reported a net loss of $1623,~~076~~563 for the year ended December 31, ~~2022~~2023 and an accumulated deficit of $~~162~~186,~~487~~050 at December 31, ~~2022~~2023. At December 31, ~~2022~~2023, we had cash on hand of $200. The ~~report~~notes ofto our ~~independent registered public accounting firm on our~~ financial statements for the year ended December 31, ~~2022~~2023 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our minimal cash and no source of revenues which are insufficient to cover our operating costs. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to raise capital, develop a source of revenues, report profitable operations, or to continue as a going concern, in which event investors would lose their entire investment in our company.

Liquidity and Capital Resources

At December 31, ~~2022~~2023, we had $200 cash on hand and there were outstanding liabilities of $~~114~~129,~~301~~538 (cash of $200 and liabilities of $98114,~~225~~301 on December 31, ~~2021~~2022). During the year ended December 31, ~~2022~~2023, there was $139,~~500~~400 net cash used in operating activities (the last corresponding period of ~~2021~~2022: $113,~~266~~500) and $139,~~500~~400 provided through financing activities (the last corresponding period of ~~2021~~2022: $113,~~266~~500). This resulted in no changes in cash during the year ended December 31, ~~2022~~2023 (no changes in the last corresponding period of ~~2021~~2022).

9Our ~~Table~~major shareholder, Kingdom Defi Limited, together with the new directors on board has plans for the Company to focus on Asia and the rising needs of ~~Contents~~China, one of the most populated countries and thus biggest markets in the world. The new business primarily is in the physiotherapy sector, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery. Potentially the new direction will generate a healthy stream of new income to the Company. Notwithstanding verbally committed to continue funding operating expenses for the Company in a limited scenario. this, the shareholder has not entered into a legal obligation with the Company for such commitments.

~~Our~~There ~~two~~is ~~major~~limited ~~shareholders,~~historical ~~Decimus~~financial ~~Beheer~~information ~~B.V.~~about ~~and~~us ~~Medical~~upon ~~Consult~~which ~~Europe~~to Bbase an evaluation of our performance.V. We have, ~~through~~meaningfully ~~their~~commenced ~~directors~~business ~~appointed,~~operations ~~verbally~~based ~~committed~~on tothe ~~continue~~amount ~~funding~~of ~~operating~~revenue ~~expenses~~we ~~for~~have been able to generate. We are in the ~~Company~~start-up stage of operations. We cannot guarantee we will be successful in aour ~~limited~~business ~~scenario~~operations. ~~Notwithstanding~~Our ~~this,~~business ~~they~~is ~~have~~subject ~~not~~to ~~entered~~risks ~~into~~inherent in the establishment of a ~~legal~~new ~~obligation~~business ~~with~~enterprise, ~~the~~including ~~Company~~limited ~~for~~capital ~~such~~resources ~~commitments.~~and possible cost overruns due to price and cost increases in services and products.

~~There~~We ishave ~~limited~~no ~~historical~~assurance ~~financial~~that ~~information~~future ~~about~~financing uswill ~~upon~~be ~~which~~available to ~~base~~us anon ~~evaluation~~acceptable ~~of our performance~~terms. WeIf ~~have~~financing ~~meaningfully~~is ~~commenced~~not ~~business~~available ~~operations~~on ~~based~~satisfactory ~~upon~~terms, ~~the amount of revenue~~ we ~~have~~may ~~been~~be ~~able~~unable to ~~generate.~~continue, Wedevelop, ~~are~~or inexpand ~~start-up stage operations. We cannot guarantee we will be successful in~~ our ~~business~~ operations. ~~Our~~Equity ~~business~~financing iscould ~~subject~~result ~~to risks inherent~~ in ~~the~~additional ~~establishment~~dilution ~~of a new business enterprise, including limited capital resources and possible cost overruns due~~ to ~~price~~existing ~~and cost increases in services and products~~shareholders.

We7 ~~have~~Table noof assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.Contents

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, except as may be disclosed in the section “Recent Events”.

Summary of significant accounting policies:

Refer to Note 23 of the financial statements in ITEM 8 below.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Disclosure is not required for a smaller reporting Company.

10 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~Report~~The consolidated financial statements are filed pursuant to this Item 8 and are included in this report beginning on page 9. This is a Voluntary Filing by the Company. The Company is in the process of ~~Independent~~engaging ~~Registered~~a ~~Public~~PCAOB ~~Accounting~~audit ~~Firm~~firm.

To the Shareholders and Board of Directors of GSG Group Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of GSG Group Inc. (the “Company”) as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

Basis for Opinion

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

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

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

/s/ JTC Fair Song CPA Firm

JTC Fair Song CPA Firm

WePCAOB ~~have~~ID ~~served~~- ~~as the Company’s auditor since 2019.~~2747

Shenzhen, China

~~March~~8 ~~30,~~Table ~~2023~~of Contents

PCAOB firm ID: 2747

11 Table of Contents

GSG GROUP INC. BALANCE SHEETS

	December 31			December 31
	2022			2021
ASSETS
CURRENT ASSETS
Cash	$	200		$	200
TOTAL ASSETS	$	200		$	200
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities:
Accrued liabilities and other payables	$	49,695		$	33,619
Amounts due to related parties		64,606			64,606
TOTAL LIABILITIES	$	114,301		$	98,225
STOCKHOLDERS' DEFICIT
Common stock: authorized 75,000,000; $0.001 par value; 30,125,000 shares issued and outstanding at December 31, 2022 and 30,125,000 on December 31, 2021		30,125			30,125
Additional Paid in Capital		18,261			18,261
Accumulated deficit		(162,487	)		(146,411	)
Total Stockholders' deficits		(114,101	)		(98,025	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	200		$	200

The accompanying notes are an integral part of these financial statements

12 Table of Contents

GSG GROUP INC.

BALANCE SHEETS

(unaudited)

	For the Years Ended December 31,
	2023			2022
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	200		$	200
Inventory		-			-
Prepaid expenses		-			-
Trade and other receivables		-			-
Total Current Assets		200			-

Property and equipment, net		-			-
Total Assets	$	200		$	200

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accrued expenses and other payables	$	43,619		$	36,195
Due to related parties		87,506			78,106
Total Current Liabilities		131,125			114,301

Total Liabilities		131,125			114,301

Stockholders’ Deficit
Common stock - par value $0.001; 75,000,000 shares authorized, 55,125,000 shares issued and outstanding as of December 31, 2023 (75,000,000 shares authorized, 30,125,000 shares issued and outstanding as of December 31, 2022)		55,125			30,125
Additional paid-in capital		-			18,261
Accumulated deficit		(186,050	)		(162,487	)
Total Stockholders’ Deficit		(130,925	)		(114,101	)

Total Liabilities and Stockholders’ 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

	Year Ended			Year Ended
	December 31, 2022			December 31, 2021
Revenue	$	-		$	-
Cost of Goods Sold
Purchases		-			-
Gross Profit/(Loss)		-			-
Operating Expenses
General and administrative		(16,076	)		(11,376	)
Total Expenses		(16,076	)		(11,376	)
Net loss before income tax provision		(16,076	)		(11,376	)
Provision for income tax		-			-
Net loss for the period	$	(16,076	)	$	(11,376	)
Net loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
Basic and diluted		30,125,000			30,125,000

(Unaudited)

The accompanying notes are an integral part of these financial statements

	For the Years Ended December 31,
	2023			2022

Revenues		-		$	-
Cost of goods sold		-			-
Gross profit		-			-

Operating expenses:
General and administrative expenses		(16,824	)		(16,076	)
Total operating expenses		(16,824	)		(16,076	)

Other expenses:
Share issuance cost		(6,739	)		-
Total other expenses		(6,739	)		-

Loss before provision for income taxes		(23,563	)		(16,076	)
Provision for income taxes		-			-
Net loss	$	(23,563	)	$	(16,076	)

Net loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		41,563,356			30,125,000

13Remark: ~~Table~~Professional fee for financial review of ~~Contents~~this 10Q report of $1,500 has been absorbed by a related company.

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

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GSG GROUP INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Years Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(23,563	)	$	(16,076	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			-
Share issuance cost		6,739			-

Changes in operating assets and liabilities:
Prepaid expenses & deposits		-			-
Accrued expenses and other payables		7,424			2,576
Accounts payable		-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(9,400	)		(13,500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		-			-
Proceeds from related parties		9,400			13,500
Repayments to related parties		-			-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		9,400			13,500

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.

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GSG GROUP INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

	Common Stock				Additional		Accumulated			Total Shareholders'
	Number of Shares		Par Value		Paid in Capital		Deficit			Deficit
Balance, December 31, 2020		30,125,000	$	30,125	$	18,261	$	(135,035	)	$	(86,649	)
Net loss for the year		-		-		-		(11,376	)		(11,376	)
Balance, December 31, 2021		30,125,000	$	30,125	$	18,261	$	(146,411	)	$	(98,025	)
Net loss for the year		-		-		-		(16,076	)		(16,076	)
Balance, December 31, 2022		30,125,000	$	30,125	$	18,261	$	(162,487	)	$	(114,101	)

(Unaudited)

	Common Stock				Additional						Total Shareholders'
	Number of		Par		Paid in			Accumulated			Equity/
	Shares		Value		Capital			Deficit			(Deficit)

Balance, December 31, 2021		30,125,000	$	30,125	$	18,261		$	(146,411	)	$	(98,025	)

Net loss for the year ended December 31, 2022		-		-		-			(16,076	)		(16,076	)

Balance, December 31, 2022		30,125,000	$	30,125	$	18,261		$	(162,487	)	$	(114,101	)

Net loss for the year ended December 31, 2023		-		-		-			(23,563	)		(23,563	)
25,000,000 shares issued at par value of $0.001 per share as per SEA on July 17, 2023		25,000,000		25,000		(18,261	)		-			6,739

Balance, December 31, 2023		55,125,000	$	55,125	$	-		$	(186,050	)	$	(130,925	)

The accompanying notes are an integral part of these financial statements

1412 Table of Contents

GSG GROUP INC. ~~STATEMENTS OF CASH FLOWS~~

	Year Ended			Year Ended
	December 31, 2022			December 31, 2021
Cash flows from operating activities:
Net loss	$	(16,076	)	$	(11,376	)
Accrued expenses		2,576			10,110
Net cash used in operating activities		(13,500	)		(1,266	)
Cash flows from financing activities
Proceeds from related party loans		9,000			1,266
Repayments to related party		(9,000	)		-
Proceeds from unrelated party loans		13,500			-
Net cash provided by financing activities		13,500			1,266
Net change in cash		-			-
Cash, beginning of period	$	200			200
Cash, end of period		200			200

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

~~The~~December ~~accompanying~~31, ~~notes are an integral part of these financial statements~~2023

15 Table of Contents

Note 1: Organization and Basis of Presentation

GSG Group Inc. (the “Company”) is a for -profit corporation established under the corporate laws of the State of Nevada on November 11, 2014.

~~The~~Initially, ~~financial~~we ~~statements~~were ofa ~~the~~development-stage ~~Company~~company ~~have~~in ~~been~~the ~~prepared~~ornamental inribbons ~~accordance~~printing ~~with~~business. ~~generally~~On ~~accepted~~April ~~accounting~~6, ~~principles~~2017, inwe changed the ~~United~~business ~~States~~to ofconsulting ~~America~~services ~~and~~for ~~are~~investors ~~presented~~ in USthe ~~dollars.~~Asian ~~The~~real ~~Financial~~estate ~~Statements~~market and ~~related~~other ~~disclosures~~growth asindustries. ofOn ~~December~~September 3115, ~~2022~~2017, ~~are~~the ~~audited~~name ~~pursuant~~change to ~~the~~GSG ~~rules~~Group ~~and~~Inc. ~~regulations~~was ofapproved by the ~~United~~Financial ~~States~~Industry ~~Securities~~Regulatory ~~and~~Authority ~~Exchange Commission~~ (~~“SEC”~~"FINRA"). ~~Unless~~and the ~~context~~Company ~~otherwise~~began ~~requires,~~discussions ~~all~~to ~~references~~add Medical Devices production and trading to ~~“GSG,”~~its ~~“we,”~~business ~~“us,”~~portfolio. ~~“our”~~Since orJanuary 1st, 2023 the “Company” ~~are~~has toits ~~GSG~~office ~~Group~~at ~~Inc~~Churerstrasse 47, 8808 Pfäffikon, Schwyz, Switzerland.

~~Note~~As 2:of ~~Significant~~May ~~Accounting~~25, ~~Policies~~2023 and ~~Recent~~following ~~Accounting~~Management ~~Pronouncements~~having revised the business plan of the Company and implementation of the Prejex project no longer being its first priority, the Asset Assignment Agreement with Prejex Holding GmbH was cancelled in mutual consent by the parties.

~~Basis~~On ofJuly ~~Presentation~~17, 2023, the Company added two new directors, Ms. Wenqiu Liao and Mr. Ha Leong Lau to the Company’s Board.

~~The~~On ~~accompanying~~July ~~financial~~17, ~~statements~~2023, of the Company ~~for~~entered ~~the~~into ~~years~~a ~~ended~~Share ~~December~~Exchange ~~31,~~Agreement ~~2022~~(the ~~and~~“SEA”) ~~2021~~with ~~have~~Kingdom ~~been~~Defi ~~prepared~~Limited into ~~accordance~~its ~~with~~100% ~~accounting~~interest ~~principles~~in ~~generally~~Harmony ~~accepted~~Physiotherapy inLimited (the ~~United~~“Predecessor ~~States~~Company”)’s operations of ~~America~~professional ~~(“U.S.~~physiotherapy ~~GAAP”)~~treatment and healthcare services.

~~Going~~On ~~Concern~~July 18, 2023, the President and CEO position of Mr. Maarten Stuut was replaced by Ms. Wenqiu Liao. The CFO position of Mr. Maarten Stuut was replaced by Mr. Ha Leong Lau as the Acting CFO of the Company. The Acting CFO shall serve in this role until a permanent CFO is appointed. The COO position of Mr. Chester Jansen was replaced that day by Mr. Po Hei Chan and Mr. Stuut and Mr. Jansen left the board.

~~The~~On ~~accompanying~~July ~~financial~~19, ~~statements~~2023, ~~and~~the ~~notes~~Company ~~have~~cancelled ~~been~~the ~~prepared~~shares ~~assuming~~of ~~that~~Mr. Gim Hooi Ooi, a shareholder of the Company, ~~will~~and ~~continue~~reversed asthe aged debt of $40,323 owing to Mr. Gim Hooi Ooi. Mr. Gim Hooi Ooi held a ~~going~~total ~~concern~~of 17,709,098 common shares of the Company which was equivalent to an aggregate of 58.78% of outstanding and issued shares prior to the cancellation. The cancellation of the 17,709,098 common shares of the Company held by Mr. Gim Hooi Ooi was subsequently completed on June 28, 2024.

~~The~~On ~~Company~~July ~~had~~19, ~~limited~~2023, ~~operations during~~ the ~~year~~Company ~~ended~~issued ~~December 31~~25,000,000 ~~2022~~common ~~with~~shares ato ~~net~~Kingdom ~~loss~~Defi ofLimited ~~$16,076.~~as ~~There~~per isthe noSEA ~~guarantee~~in ~~that~~exchange ~~the~~for ~~Company~~a ~~will~~new ~~begin~~business tointo ~~generate~~the ~~revenues~~Company. The ~~report~~new ofshare ~~our~~issuance ~~independent~~was ~~registered~~completed ~~public accounting firm~~ on ~~our~~August ~~financial statements for the year ended December 31~~18, ~~2022~~2023. ~~contains~~The anCompany ~~explanatory~~also ~~paragraph~~has ~~regarding~~its ~~our~~new ~~ability~~office toat ~~continue~~Flat as8-9, a5/F, ~~going~~Wing ~~concern~~On ~~based~~Plaza, ~~upon~~62 ~~our~~Mody ~~minimal~~Road, ~~cash~~Tsim ~~and~~Sha ~~no source of revenues which are insufficient to cover our operating costs. These factors~~Tsui, ~~among others~~KLN, ~~raise~~Hong ~~substantial doubt about our ability to continue as a going concern~~Kong.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. However, the Company had no revenue for the year ended December 31, 2023 and incurred recurring losses. In addition, the Company had negative working capital and generated negative cash flows from operating activities for the year ended December 31, 2023, and has not completed its efforts to establish a stable source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on borrowings from related parties to fund operating expenses. In light of management’s efforts, there are no assurances that the Company will be successful in any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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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. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2023 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the year ended December 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

16 Table of Contents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Fair Value of Financial Instruments

ASC ~~825,~~topic ~~“Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC~~ 820, “Fair Value Measurements” ~~defines~~and ~~fair~~Disclosures” ~~value,~~ establishes a ~~framework~~three-tier ~~for measuring~~ fair value inhierarchy, ~~generally~~which ~~accepted~~prioritizes ~~accounting~~the ~~principles,~~inputs ~~and~~in ~~expands~~measuring ~~disclosures about~~ fair value ~~measurements~~. ~~Fair~~The ~~value~~hierarchy ~~estimates~~prioritizes ~~discussed~~the ~~herein~~inputs ~~are~~into three levels based ~~upon~~on ~~certain~~the ~~market~~extent ~~assumptions~~to ~~and~~which ~~pertinent~~inputs ~~information~~used ~~available~~in tomeasuring ~~management~~fair asvalue ofare ~~December~~observable ~~31,~~in ~~2022~~the market.

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

Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

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.

~~Level~~The 2carrying -amounts ~~Inputs~~of ~~include~~cash, ~~quoted~~prepaid ~~prices~~expenses ~~for~~and ~~similar~~accrued ~~assets~~expenses and ~~liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs~~ other ~~than~~payables ~~quoted~~approximate ~~prices~~their ~~that~~fair ~~are~~value ~~observable~~due ~~for~~to ~~the~~their ~~asset~~relatively orshort-term ~~liability (e~~maturity.~~g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).~~

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

~~The~~A ~~respective~~related ~~carrying~~party ~~values~~is ofgenerally ~~certain~~defined ~~on-balance-sheet~~as ~~financial~~(i) ~~instruments~~any ~~approximate~~person that holds 10% or more of the Company’s securities and their ~~fair~~immediate ~~values.~~families, ~~These~~(ii) ~~financial~~the ~~instruments~~Company’s ~~include~~management, ~~cash~~(iii) someone that directly or indirectly controls, ~~accrued~~is ~~liabilities~~controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and ~~other~~operating ~~payable~~decisions of the Company. ~~Fair~~A ~~values~~transaction ~~were~~is ~~assumed~~considered to ~~approximate~~be ~~carrying~~a ~~values~~related ~~for~~party ~~these~~transaction ~~financial~~when ~~instruments~~there ~~since~~is ~~they~~a ~~are~~transfer ~~short~~of ~~term~~resources inor ~~nature~~obligations ~~and~~between ~~their~~related ~~carrying~~parties. ~~amounts~~The ~~approximate~~Company ~~fair~~conducts ~~value~~business with its related parties in the ordinary course of business.

~~Basic~~Transactions ~~and~~involving ~~Diluted~~related ~~Loss~~parties ~~per~~cannot ~~Share~~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 computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

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Revenue Recognition

InThe Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”,. ~~the~~Revenue ~~Company~~is ~~recognizes~~recognized ~~revenue~~ when the ~~following~~ four basic criteria of revenue recognition are met: (1) ~~delivery~~a ~~has~~contractual ~~occurred~~agreement ~~or services rendered~~exists; (2) ~~persuasive~~transfer ~~evidence~~ of anrights ~~arrangement~~has ~~exists~~been completed; (3) ~~there~~the ~~are~~fee nois ~~continuing~~fixed ~~obligations~~or ~~to the customer~~determinable; and (4) ~~the~~collectability ~~collection~~is ofreasonably ~~related~~assured. ~~accounts~~The ~~receivable~~Company recognizes revenue when products are fully delivered or services have been provided and collection is ~~probable~~reasonably assured.

~~Revenue~~NOTE is4 ~~measured~~– atRelated ~~the~~Party fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. Revenue is recognized when the product has been prepaid by the customer, shipped from either our office or one of our vendors and the product has been delivered to, or picked up by, the customer.Transactions

~~The~~During the year ended December 31, 2023, the Company ~~has~~borrowed ~~had~~cash noof ~~revenue~~$9,400 from a major shareholder for operating purposes and repaid in the ~~reporting~~amount of $0. During the year ended December 31, 2022, the Company had borrowed cash of $9,000 from its directors or other related parties for operating purposes and had repaid in the amount of $0. During the year ended December 3, 2023, the directors or other related parties paid operating expenses of $0 on behalf of the Company and the Company repaid in the amount of $0. The borrowings from and expenses paid by directors or other related parties are unsecured, non-interest bearing, and due on demand.

~~Income~~NOTE ~~Taxes~~5 – COMMITMENTS AND CONTINGENCIES

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.None

~~ASC~~14 ~~Topic~~Table 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.Contents

~~The~~NOTE ~~Company~~6 ~~has~~– evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The ~~U.S.~~Share ~~federal~~Exchange ~~income~~Agreement ~~tax rate of 21% is being used due to tax law enacted in 2018.~~(SEA)

~~Recent~~On ~~Accounting~~July ~~Pronouncements~~17, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited in relation to its 100% interest in Harmony Physiotherapy Limited (the “Predecessor Company”)’s operations of professional physiotherapy treatment and healthcare services. On July 19, 2023, the Company issued 25,000,000 common shares to Kingdom Defi Limited as per the SEA in exchange for a new business into the Company. However, the Predecessor Company was unable to deliver their audited financial statements as of December 31, 2023 due to delays from the Predecessor Company’s accountants. Therefore, the closing of the SEA was mutually agreed to further postponed to July 31, 2024, and the 25,000,000 common shares issued were recorded at par value with debit to Additional Paid-in Capital and excess charged to Other Expenses – Share Issuance Cost. The Company expects to take over Harmony Medical Group Limited (the “Successor Company”), a dormant company incorporated in Hong Kong on March 8, 2023 before July 31, 2024 to carry out the operations of The Predecessor Company. Therefore, we will cease to be a shell in July 2024, after the Successor Company has taken over the operations of the Predecessor Company. The Company will incorporate the net asset value of the Successor Company into the Company’s books against Additional Paid-in Capital. The new share issuance was completed on August 18, 2023.

~~There~~On ~~are~~March no6, ~~recent~~2024, ~~accounting~~The ~~pronouncements~~Predecessor ~~that~~Company’s ~~impact~~auditor signed off on the Predecessor Company´’s ~~operations~~financial statements for the two years ended March 31, 2023 and 2022. A summary of key financial figures and additional information is provided in Note – 7, Subsequent Events.

~~Note~~NOTE 3:7 ~~Capital~~– ~~Stock~~SUBSEQUENT EVENTS

AtMessrs. ~~December~~Value 31Plus CPA limited, ~~2022~~Certified Public Accountants (Practicing) have audited the financial statements of Harmony Physiotherapy Limited, wethe ~~recorded~~Predecessor ~~$30~~Company,~~125~~ which comprise the statement of financial position as ~~equity~~of March 31, 2023 and ~~$18~~2022,~~261~~ ~~paid~~and inthe ~~excess~~income statements for the two years then ended, and notes to the financial statements, including a summary of ~~par~~significant accounting policies. In their opinion, ~~represented~~the financial statements of the Predecessor Company are prepared, in 30all material respects,~~125,000~~ ~~shares~~in ~~issued~~accordance with Hong Kong Small and ~~outstanding~~Medium-sized Entity Financial Reporting Standard (~~$30,125~~“SME-FRS”) asissued ~~equity~~by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and ~~18,261~~have ~~paid~~been properly prepared in ~~excess~~compliance ofwith ~~par,~~the ~~represented~~Hong Kong Companies Ordinance. They conducted their audits in ~~30,125,000~~accordance ~~shares~~with ~~issued~~Hong Kong Standards on Auditing (“HKSAs”) and ~~outstanding~~with reference to Practice Note 900 (Revised), Audit of Financial Statements Prepared in ~~2021~~Accordance ~~respectively)~~with the Small and Medium-sized Entity Financial Reporting Standard issued by the HKICPA. The following is a summary of key financial figures of the Predecessor Company:

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Income Statement	For the Years Ended March 31,
	2023			2022
	(HKD)			(HKD)

Revenues	$	2,188,034		$	1,186,542
Direct Cost		(19,348	)		(164,494	)
Gross Profit		2,168,686			1,022,048

Other Revenues		61,025			-
Administrative Expenses		(3,785,113	)		(1,329,824	)
Loss Before Tax and Interest		(1,555,402	)		(307,776	)

As of December 31, 2022 and 2021, the Company had authorized shares of common stock of 75,000,000 shares with a par value of $0.001 per share.

Statement of Financial Position	As of March 31,
	2023		2022
	(HKD)		(HKD)

Assets
Non-Current Asset
Property, Plant and Equipment		191,218		246,489
Total Non-Current Asset		191,218		246,489
Current Assets
Cash and Cash Equivalents		45,110		3,855
Total Current Assets		45,110		3,855
Total Assets		236,328		250,344

Liabilities
Current Liabilities
Accrued Expenses		21,000		10,500
Total Liabilities		21,000		10,500

Net Assets		215,328		239,844

AsWe ofexpect ~~December~~to takeover Harmony Medical Group Limited (the “Successor Company”), a dormant company incorporated in Hong Kong on March 8, 2023 before July 31, ~~2022~~2024, ~~and~~to ~~2021~~carry out the operations of the Predecessor Company. Therefore, ~~there~~we ~~were~~will nocease ~~outstanding~~to ~~stock~~be ~~options~~a orshell ~~warrants~~in July 2024, after the Successor Company has taken over the operations of the Predecessor Company. For more information, please visit our website www.gsggpro.com.

On ~~November~~July 2519, ~~2022~~2023, the Company ~~agreed~~cancelled tothe shares of Mr. Gim Hooi Ooi, a ~~conversion~~shareholder ~~notice~~of bythe anCompany, ~~unrelated~~and ~~debt~~reversed ~~holder~~the toaged ~~convert~~debt of $340,~~000~~323 ofowing ~~outstanding~~to ~~debt~~Mr. ~~into~~Gim 1Hooi Ooi. Mr. Gim Hooi Ooi held a total of 17,~~500~~709,~~000~~098 common shares. ~~Due~~of the Company which was equivalent to ~~formal~~an aggregate of 58.78% of outstanding and ~~procedural~~issued ~~requirements~~shares prior to the ~~conversion~~cancellation. ~~process~~The ~~had~~cancellation ~~not~~of ~~completed~~the as17,709,098 common shares of the ~~date~~Company ofheld ~~this~~by ~~agreement~~Mr. ~~Thus~~Gim ~~neither~~Hooi ~~have~~Ooi ~~shares~~was ~~been~~subsequently ~~issued~~completed ~~nor~~on ~~the~~June ~~debt~~28, ~~been cancelled~~2024.

~~Note~~15 4:Table ~~Income~~of ~~Taxes~~Contents

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

On December 22, 2017, the US Congress enacted the Tax Cuts and Jobs Act (Tax Reform Legislation), which made significant changes to US federal income tax law including a reduction in the corporate tax rate to 21% for tax years beginning with 2018. These changes will impact the changes in the valuation allowance, components of the tax rate reconciliation and realization of loss carryforwards.

The Company did have an income tax provision or benefit for the year ended December 31, 2022 and 2021. The Company has incurred losses and therefore has provided a full valuation against net deferred tax assets as December 31, 2022 and 2021.

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

	Year Ended			Year Ended
Deferred tax assets	12/31/2022			12/31/2021
Net operating losses	$	(16,076	)	$	(11,376	)
Deferred tax liability
Net deferred tax assets	$	16,076		$	11,376
Less: valuation allowance	$	(16,076	)	$	(11,376	)
Deferred tax asset - net valuation allowance		-			-

Note 5: Related Party Transactions

The directors of the Company provided office space and services free of charge. During the year ended December 31, 2022, the Company’s CEO and director, Mr. Maarten Stuut paid $0 against expenses on behalf of the Company and had, during that same period received $0 repaid from the Company.

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As of December 31, 2022, the Company owed $40,323 to Mr. OOI, the director of the Company ($40,323 as of December 31, 2021), and $24,283 to Decimus Beheer B.V., one of the major shareholders of the Company ($24,283 as of December 31, 2021) respectively. Both loans are non-interest bearing, unsecured and due on demand.

Note 6: Commitments and Contingencies

On August 28, 2019 Company entered into an Asset Assignment Agreement with Prejex Holding GmbH in Germany, under which it acquires certain brand rights (brand registration and the Prejex website, currently held in trust for Company by related party Medical Consult Europe B.V.) and the right to use certain competences regarding production of needle free injection devices. In return it promises to invest the total amount of US$ 1,000,000.00 within 24 months from the date of the Agreement into producing such needle free injection devices and making Prejex Holding GmbH the exclusive production manager worldwide with a remuneration to Prejex Holding GmbH of 5% of all worldwide turnover as relates to the assigned Business Assets as defined by the Agreement.

Note 7: Subsequent Events

In accordance with ASC 855-16, management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Nothing to report.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer, Directors, and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, ~~2022~~2023 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer, Directors, and Chief Financial Officer ha d concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company's Chief Executive Officer, Directors, and Chief Financial Officer does not relate to reporting periods after December 31, ~~2022~~2023.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision of the Company's Chief Executive Officer, Directors, and Chief Financial Officer conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, ~~2022~~2023 under the criteria set forth in the in Internal Control—Integrated Framework.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses did not exist.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company's internal controls, or other factors, that could significantly affect the Company's controls subsequent to the date of the evaluations performed by the executive officers of the Company. No deficiencies or material weaknesses were found that would require corrective action.

ITEM 9B. OTHER INFORMATION.

None.

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Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following sets forth the name and position of each of our executive officers and directors as of the end of the reporting period.

NAME	AGE	POSITION
Maarten Stuut	62	Director & CFO
Chester Jansen	49	Director & COO
Gim Hooi OOI	41	Director & CMO

NAME		POSITION

Wenqiu LIAO		Director President & CEO
Ha Leong LAU		Director & CFO
Po Hei CHAN		COO

ITEM 11. EXECUTIVE COMPENSATION.

The directors received no compensation during the reporting period and no compensation claims were accrued.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 31, ~~2022~~2023 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address ofofBeneficial ~~Beneficial~~ Owner	Amount and Nature ofofBeneficial ~~Beneficial~~ Ownership	Percentage
Common Stock	~~Decimus~~Siu ~~Beheer~~Chung ~~B.V.Haagwinde~~CHEUNG17/F, ~~205262~~80 KZGloucester ~~Vught~~Rd,Wanchai, ~~The~~Hong ~~Netherlands~~Kong	825,~~523~~000,~~625~~000 shares	~~28,29~~45.35%
Common Stock	~~Medical~~Decimus ~~Consult~~Beheer ~~Europe~~ B.V.Haagwinde 205262 KZ Vught, The Netherlands	98,~~185~~523,~~473~~625 shares	~~30,49~~15.46%
Common Stock	Medical Consult Europe B.V.Haagwinde 205262 KZ Vught, The Netherlands	9,185,473 shares	16.66%

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of December 31, ~~2022~~2023, there were 3055,125,000 shares of our common stock issued and outstanding.

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The directors of the Company provided office space and services free of charge. During the year ended December 31, ~~2022~~2023 our CEO, MrMs. ~~Maarten~~Wenqiu ~~Stuut~~Liao paid $0 in expenses on behalf of the Company and received $0 repaid (Mr. Stuut, the ex-CEO had, in total, paid $0 in expenses on behalf of the Company and received $0 repaid in ~~2021~~2022 respectively). As of December 31, ~~2022~~2023, the Company owed $40,323 to Mr. OOI ($40,323 on December 31, ~~2021~~2022), our former director under a related party loan, and owed $2447,~~283~~183 to Decimus Beheer B.V., one of our major shareholders ($2437,~~283~~783 on December 31, ~~2021~~2022). Both of the loans are non-interest bearing, unsecured and due on demand.

~~Mr.~~17 ~~Frank~~Table ~~Raymakers, our former President & CEO was also the owner~~ of Medical Consult Europe B.V., one of our major shareholders. Since the change of operating address on July 24, 2021, Mr. Frank Raymakers provides office space at the Haagwinde 20 offices free of charge. His successors and heirs had continued providing office space until December 31, 2022. From January 01, 2023, the new office space at Churerstrasse 47, 8808 Pfäffikon, Schwyz, Switzerland is provided free of charge by Prejex GmbH, our production manager, until further notice.Contents

Mr. Maarten Stuut, currently one of our directors & CFO/ CEO is also the owner of Decimus Beheer B.V., one of our major shareholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, ~~2022~~2023, the total audit fees billed was $100,~~500,~~ for audit-related services was $0, for tax services was $0 and for all other services was $0.

During the year ended December 31, ~~2021~~2022, the total audit fees billed was $100,~~000,~~ for audit-related services was $0, for tax services was $0 and for all other services was $0.

Audit fees are charged by the auditor for providing its audit report. Fees for audit-related services might be charged by lawyers or valuers providing third party expertise or opinions required to prepare or provide the audit report

Fees for tax services might be charged by accountants or tax advisors for providing services that relate to tax matters like tax calculations, tax advice or tax filings.

Fees for other services might be charged by any other service provider for providing any other service that might be of interest to the company.

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Part IV

ITEM 1415. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are included with this annual report:

ExhibitNumber		Description
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
101*		Interactive data files pursuant to Rule 405 of Regulation S-T

* Filed herewith

2419 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GSG Group Inc. Registrant
	GSG Group Inc.
Date: April 4, 2023	By:	/s/ Maarten Stuut
Date: July 2, 2024	By:	/s/ Wenqiu LIAO
		Maarten Stuut
		Wenqiu LIAO
		(Chief Executive Officer)
		President and CEO

	GSG Group Inc. Registrant
Date: July 2, 2024	By:	/s/ Ha Leong LAU
Date: April 4, 2023	By:	/s/ Maarten Stuut
		Ha Leong LAU
		Maarten Stuut
		Director and CFO
		(Chief Financial Officer)

2520

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