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ORGANIZATION AND NATURE OF BUSINESS
3 Months Ended
Mar. 31, 2024
ORGANIZATION AND NATURE OF BUSINESS  
ORGANIZATION AND NATURE OF BUSINESS

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 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 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 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.