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 ~~March~~June 3130, 2024

☐ 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

Flat 8-9, 5/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, KLN, Hong Kong

Tel: +852 3106 8189

(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: 37,415,902 common shares issued and outstanding as of June 2830, 2024.

GSG GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)	3
	Balance Sheets as of March 31, 2024 and December 31, 2023 (unaudited)	4
	Balance Sheets as of June 30, 2024 and December 31, 2023 (unaudited)	4
	Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
	Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	5
	Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	6
	Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	6
	Statements of Changes in Shareholders’ Deficit (unaudited)	7
	Notes to the Unaudited Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II OTHER INFORMATION:
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Securities Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
	Signatures	18

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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.

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GSG GROUP INC.

BALANCE SHEETS

(Unaudited)

	March 31,2024			December 31,2023
	June 30,2024			December 31,2023
ASSETS
Current Assets
Cash	$	200		$	200
Inventory		-			-
Prepaid expenses		-			-
Trade and other receivables		-			-
Total Current Assets		200			200
Property and equipment, net		-			-
Total Assets	$	200		$	200
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accrued expenses and other payables	$	4042,~~419~~992		$	43,619
Due to related parties		93111,~~806~~515			87,506
Total Current Liabilities		~~134~~154,~~225~~507			131,125
Total Liabilities		~~134~~154,~~225~~507			131,125
Stockholders’ Deficit
Common stock - par value $0.001; 75,000,000 shares authorized, 55,125,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023		55,125			55,125
Common stock - par value $0.001; 75,000,000 shares authorized, 37,415,902 and 55,125,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		37,416			55,125
Additional paid-in capital		-			-
Accumulated deficit		(~~189~~191,~~150~~723	)		(186,050	)
Total Stockholders’ Deficit		(~~134~~154,~~025~~307	)		(130,925	)
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

(Unaudited)

	For the 3 Months EndedMarch 31,
	For the 3 Months EndedJune 30,						For the 6 Months EndedJune 30,
	2024			2023			2024			2023
Revenues	$	-		$	-			-		$	-
Cost of goods sold		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
General and administrative expenses		(32,~~100~~573	)		(3,~~294~~094	)		(5,673	)		(6,388	)
Total operating expenses		(32,~~100~~573	)		(3,~~294~~094	)		(5,673	)		(6,388	)
Other expenses:
Share issuance cost		-			-			-			-
Total other expenses		-			-			-			-
Loss before provision for income taxes		(32,~~100~~573	)		(3,~~294~~094	)		(5,673	)		(6,388	)
Provision for income taxes		-			-						-
Net loss	$	(32,~~100~~573	)	$	(3,~~294~~094	)	$	(5,673	)	$	(6,388	)
Net loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		~~(55~~54,~~125~~735,~~000~~789	)		30,125,000			54,930,395			30,125,000

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 3 Months endedMarch 31,
	For the 6 Months endedJune 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(35,~~100~~673	)	$	(6,388	)	$	~~(3,294~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			-			-
Changes in operating assets and liabilities:
Inventory		-			-			-
Prepaid expenses & deposits		-			-			-
Accrued expenses and other payables		(~~3,200~~627	)		(3,012	)		~~(6,106~~	)
Accounts payable					-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(6,300	)		(9,400	)		~~(9,400~~	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		-			-			-
Proceeds from related parties		6,300			9,400			~~9,400~~
Repayments to related parties		-			-			-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		6,300			9,400			~~9,400~~
NET INCREASE IN CASH		-			-			-
Cash, beginning of period		200			200			~~200~~
Cash, end of period	$	200		$	200		$	~~200~~
NON-CASH TRANSACTIONS:
Expenses paid by related party	$			$				-
Cancellation of the 17,709,098 shares of the Company’s common stock and reversal of the debt the abovementioned shares are converted from. The cancellation was completed on June 28, 2024		17,709			-
Forgiveness of net liabilities by former shareholder	$			$				-
Expenses paid by related party	$	-		$	-
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Forgiveness of net liabilities by former shareholder	$	-		$	-
Interest paid	$			$				-
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid	$			$				-
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

(Unaudited)

	Common Stock						Additional						TotalShareholders'
													Total
	Common Stock						Additional						Shareholders'
	Number of			Par			Paid in			Accumulated			Equity/
	Shares			Value			Capital			Deficit			(Deficit)
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	)
Net loss for the 3 Months ended March 31, 2024		-			-			-			(3,100	)		(3,100	)
Net loss for the 6 Months ended June 30, 2024		-			-			-			(5,673	)		(5,673	)
Balance, March 31, 2024		55,125,000		$	55,125		$	-		$	(189,150	)		(134,025	)
Cancellation of the 17,709,098 shares of the Company’s common stock, and reversal of the debt conversion. The cancellation was completed on June 28, 2024		(17,709,098	)		(17,709	)		-			-			(17,709	)
Balance, June 30, 2024		37,415,902		$	37,416		$	-		$	(191,723	)		(154,307	)

The accompanying notes are an integral part of these financial statements

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GSG GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

~~March~~June 3130, 2024

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 24th, 2023 the Company has its new office at Flat 8-9, 5/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, KLN, Hong Kong.

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 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 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 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.

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. At the same date Mr. Eric P. Ditkowsky and Mr. Alfred Kelly ceased to be directors of the Company.

As per May 25, 2023 and following Management 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.

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

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 reversed the aged debt of $40,323 owing to Mr. Gim Hooi OOI, a shareholder of the Company. In addition, the Company cancelled 8,523,625 ~~Table~~shares of ~~Contents~~the Company’s common stock under Decimus Beheer B.V., and 9,185,473 shares of the Company’s common stock under Medical Consult Europe B.V., where the collective 17,709,098 shares of the Company’s common stock were a conversion from an aged debt due to Mr. OOI without any payment received to date. The cancellation of the 17,709,098 shares of the Company’s common stock was completed on June 28, 2024.

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 and 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.

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.

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NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenue for the three months ended ~~March~~June 3130, 2024 and incurred recurring losses. In addition, the Company had a negative working capital and generated negative cash flows from operating activities for the three months ended ~~March~~June 3130, 2024, and has not completed its efforts to establish a stable source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

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

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 three months ended ~~March~~June 3130, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Actual results could differ from those estimates.

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Fair Value of Financial Instruments

ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Related Party Transaction

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

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Revenue Recognition

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

NOTE 4 – Related Party Transactions

During the three months ended ~~March~~June 3130, 2024, the Company borrowed cash of $6,300 from a major shareholder for operating purposes and repaid in the amount of $0. During the three months ended ~~March~~June 3130, 2023, the Company had borrowed cash of $9,400 from its directors or other related parties for operating purposes and had repaid in the amount of $0. During the three months ended ~~March~~June 3130, 2024, 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.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

None

NOTE 6 – The Share Exchange Agreement (SEA)

On July 17, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited in relation to its 100% interests 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 March 31, 2024 due to delays from the Predecessor Company’s accountants. Therefore, the closing of the SEA was mutually agreed to be 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 ~~expect~~have tosubsequently ~~takeover~~taken over Harmony Medical Group Limited (the “Successor Company”), a ~~dormant~~ company incorporated in Hong Kong on March 8, 2023, ~~before~~on July 313, 2024 to carry out the operations of The Predecessor Company. Therefore, we ~~will~~ceased ~~cease~~ to be a shell inon July ~~2024~~3, ~~after the Successor Company has taken over the operations of the Predecessor Company~~2024. 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.

On March 6, 2024, The Predecessor Company’s auditor signed off on the Predecessor Company’s 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.

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NOTE 7 – SUBSEQUENT EVENTS

Messrs. Value Plus CPA limited, Certified Public Accountants (Practicing) have audited the financial statements of Harmony Physiotherapy Limited, the Predecessor Company, which comprise the statement of financial position as of March 31, 2023 and 2022, and the income statements for the two years then ended, and notes to the financial statements, including a summary of significant accounting policies. In their opinion, the financial statements of the Predecessor Company are prepared, in all material respects, in accordance with Hong Kong Small and Medium-sized Entity Financial Reporting Standard (“SME-FRS”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the Hong Kong Companies Ordinance. They conducted their audits in accordance with Hong Kong Standards on Auditing (“HKSAs”) and with reference to Practice Note 900 (Revised), Audit of Financial Statements Prepared in Accordance 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:

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	)

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

We ~~expect~~have totaken ~~takeover~~over Harmony Medical Group Limited (the “Successor Company”), a ~~dormant~~ company incorporated in Hong Kong on March 8, 2023, ~~before~~on July 313, 2024, to carry out the operations of the Predecessor Company. Therefore, we ~~will~~ceased ~~cease~~ to be a shell on in July ~~2024~~ 3, ~~after the Successor Company has taken over the operations of the Predecessor Company.~~ 2024. For more information, please visit our website www.gsggpro.com.

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.

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

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

General

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.

The Company has its office at Flat 8-9, 5/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, KLN, Hong Kong.

Product

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 Asian real estate market, specifically in Cambodia. In Mid-2019 we decided to enter into the area of production of medical devices in 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.

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. The management have continued and continue working towards producing the first tranche of Prejex needle free injectors. As such, the CEO is in negotiations with two new potential production partners, who are looking to produce the needle free injectors for the beauty markets in Turkey and Asia. This agreement was cancelled on May 25, 2023.

On June 30, we revised the business plan to focus on new business which 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.

Target market

At 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.

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Industry analysis

According to Arizton Advisory & Intelligence, the global physiotherapy market is expected to grow at a CAGR of 16.3% from 2022 to 2030. The combination of an aging population and the rising prevalence of cardiovascular, neurological, and musculoskeletal problems provides the dynamics for the accelerated growth of the global physiotherapy market.

The global physiotherapy market was valued at USD15.35 billion in 2022 and is projected to reach USD51.39 billion by 2030.

China’s rehabilitation medical services market was valued at RMB84 billion in 2020 and is expected to grow at a CAGR of 17.7% to reach RMB211billion in 2025. Physiotherapy is the main method of therapy in rehabilitation medical services, with demands mainly from patient rehabilitation, postpartum rehabilitation, sports rehabilitation and child rehabilitation. With the improvement of the standard of living in China, the demand for premium rehabilitation services drives the demand for physiotherapy in China on top of the global underlying trend.

Marketing

We are marketing our services mostly on a mouth to mouth basis, which is possible due to our long built network to all relevant business owners, industry leaders and decision makers internationally and locally. We intend to increase our online presences and to utilize alternative marketing tools in the future to further increase our exposure and recognition with our target clients.

Competition

The level of competition in our target line of business is still lower than in other further developed areas in the medical devices industry and we rely on our targeted performance benchmarks in result driven, professionally produced, managed and sold products that we can offer at a competitive price level due to our still lean structure and organization.

Insurance

We 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 case by case basis if professional indemnity cover would also be advisable. If we were made a party of a products liability action and, in the case would not have arranged for insurance cover, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees

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

Offices

The phone number is +852 3106 8189. The office is located at Flat 8-9, 5/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, KLN, Hong Kong.

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Government Regulation

We will be required to 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. 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.

Results of operations

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

Comparison of the Three months ended ~~March~~June 3130, 2024 and 2023

Revenues

For the Three months ended ~~March~~June 3130, 2024 and 2023 we have generated revenues of $0 and $0 respectively.

Operating Expenses

The operating expenses were $32,~~100~~573 and $3,~~294~~094 for the Three months ended ~~March~~June 3130, 2024 and 2023, respectively. The decrease in operating expenses is mainly due to decreased occurrence of professional fees.

Liquidity and capital resources

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. The Company will be relying on borrowings from related party to sustain its daily operations.

As of ~~March~~June 3130, 2024, we had assets for the amount of $200, of which the cash balance was $200. As of December 31, 2023, our total assets were $200 which included cash of $200.

As of ~~March~~June 3130, 2024 and December 31, 2023, our current liabilities were $~~134~~154,~~225~~507 and $131,125, respectively. The stockholders’ deficit was $~~189~~154,~~150~~307 as of ~~March~~June 3130, 2024 and $~~186~~103,~~050~~925 as of December 31, 2023.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. Net cash flows used in operating activities for the Three months ended ~~March~~June 3130, 2024 and 2023 was $6,300 and $9,400, respectively.

CASH FLOWS FROM INVESTING ACTIVITIES

For the Three months ended ~~March~~June 3130, 2024 and 2023 respectively, we did not have any cash flows used in or provided by investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the Three months ended ~~March~~June 3130, 2024 and 2023, net cash flows provided by financing activities were $6,300 and $9,400, respectively. During the Three months ended ~~March~~June 3130, 2024 and 2023, the Company borrowed the above respective amount of cash from related parties. The Company repaid cash of $0 and $0 to related parties in the Three months ended ~~March~~June 3130, 2024 and 2023, respectively.

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Management’s discussion and analysis

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

There is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated only limited revenues to date and had recurring losses and negative cash flows from operating activities.

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

Plan of operation

At the time of this document the Company is returning its focus to Asia and the rising needs of China, one of the highest populated countries and thus biggest markets in the world. On July 17, 2023, the Company entered into a Share Exchange Agreement of Kingdom Defi Limited in regards to Harmony Physiotherapy Limited and its operations of professional physiotherapy treatment and healthcare services, with its 15 years of experience in the industry, specifically targeting the elderly with physiotherapy needs, fitness enthusiasts, athletes, and individuals seeking injury prevention and recovery.

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~~shareholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

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

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

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

Changes in Internal Controls over Financial Reporting

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

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

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

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

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

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.

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SIGNATURES

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

	GSG Group Inc.
Date: July 2, 2024	By:	/s/ Wenqiu LIAO
Date: July 18, 2024	By:	/s/ Wenqiu LIAO
		Wenqiu LIAO
		President and CEO

Date: July 2, 2024	By:	/s/ Ha Leong LAU
Date: July 18, 2024	By:	/s/ Ha Leong LAU
		Ha Leong LAU
		Director and CFO

Filing Compare · GSG GROUP INC.