NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
GSG Group Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on November 11, 2014. We are a development-stage company in a business of printing on ornamental ribbons. Our office is located at 18/F Canadia Bank Tower, No. 315, Ang Doung St, Corner Monivong Blve, Phnom Penh, Cambodia.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of December 31, 2017. The Company currently has a negative working capital, but has not completed its efforts to establish a stabilized 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 additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or 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 SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.
Use of Estimates
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,369 of cash as of December 31, 2017 and $853 of cash as of December 31, 2016.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had no inventory as of December 31, 2017 and $2,439 in inventory as of December 31, 2016.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of Industrial printing machine JMD/ADL 330B, furniture and computer is five years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
GSG GROUP INC.
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Intangible assets
Intangible Assets outlines the accounting requirements for intangible assets, which are non-monetary assets which are without physical substance and identifiable (either being separable or arising from contractual or other legal rights). Intangible assets meeting the relevant recognition criteria are initially measured at cost, subsequently measured at cost or using the revaluation model, and amortized on a systematic basis over their useful lives (one year for our website), based on pattern of benefits (straight-line is the default).
Fair Value of Financial Instruments
AS 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 value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income 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 income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.
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.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2017 and 2016 there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of December 31, 2017 there were no differences between our comprehensive income and net income.
GSG GROUP INC.
NOTES TO THE NANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.
NOTE 4 – LOAN FROM DIRECTOR
During the year ended December 31, 2017 our directors have loaned to the Company $134,392. This loan is unsecured, non-interest bearing and due on demand.
The balance due to directors was $49,905 as of December 31, 2017.
NOTE 5 – FIXED ASSETS
As a result of the terms of the transaction between Mrs Safaler and Mr Zhao on the 74% share block, the company no longer has any fixed assets as at December 31, 2017.
NOTE 6 – INTANGIBLE ASSETS
As a result of the terms of the transaction between Mrs Safaler and Mr Zhao on the 74% share block, the company no longer has any intangible assets as at December 31, 2017.
NOTE 7 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On August 10, 2015, the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.
On September, 2016, the Company issued 1,560,000 shares of common stock for cash proceeds of $15,600 at $0.01 per share.
On April 6, 2017, Mrs Corina Safaler sold 4,500,000 shares of common stock to Mr. Wentao Zhao for $305,000 in cash, representing 74% ownership of the company.
On October 19, 2017, the shareholders of the company voted for a 5:1 forward split and as at December 31, 2017 there were 30,300,000 shares of common stock issued and outstanding.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
None
NOTE 9 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position as of December 31, 2017 for which the ultimate deductibility is highly certain and for which there is uncertainty also about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties as of December 31, 2017. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
GSG GROUP INC.
NOTES TO THE NANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016
NOTE 9 – INCOME TAXES (CONTINUED)
The valuation allowance as of December 31, 2017 was approximately $3,489 (at year ended December 31, 2016 was approximately $3,489). The net change in valuation allowance as of year ended December 31, 2017 was $3,115 (and $3,115 during the year ended December 31, 2016). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2017. All tax years since inception remains open for examination by taxing authorities.
The Company has a net operating loss for tax purposes totaling approximately $89,986 as of December 31, 2017 (and $9,163 at year ended December 31, 2016), expiring through 2036. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Non-current deferred tax assets:
|
|
|
|
|
|
|
Net operating loss carryforward
|
|
$
|
(3,489
|
)
|
|
|
(373
|
)
|
Stock based compensation
|
|
$
|
-
|
|
|
|
-
|
|
Inventory obsolescence
|
|
$
|
-
|
|
|
|
-
|
|
Accrued officer compensation
|
|
$
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
$
|
(3,489
|
)
|
|
|
(373
|
)
|
Valuation allowance
|
|
$
|
3,489
|
|
|
|
373
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
|
-
|
|
The actual tax benefit at the expected rate of 34% differs from the expected tax benefit as of December 31, 2017 and December 31, 2016 as follows:
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
|
|
|
|
|
|
|
Computed “expected” tax expense (benefit)
|
|
$
|
(3,115
|
)
|
|
|
(373
|
)
|
|
|
|
|
|
|
|
|
|
Penalties and fines and meals and entertainment
|
|
$
|
-
|
|
|
|
-
|
|
Accrued officer compensation
|
|
$
|
-
|
|
|
|
-
|
|
Change in valuation allowance
|
|
$
|
3,115
|
|
|
|
373
|
|
Actual tax expense (benefit)
|
|
$
|
-
|
|
|
|
-
|
|
GSG GROUP INC.
NOTES TO THE NANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016
NOTE 10 – SUBSEQUENT EVENTS
Change in Control
On November 22, 2017 Mr. Zhao and Mr. Xin Chen had entered into an agreements whereas Mr. Chen would purchase from Mr. Zhao 3,900,000 shares of the common stock of Company against a cash payment of $260,000, the shares representing 65% of all Company´s common stock and a further 600,000 shares purchased by two non-notifiable buyers. At the time all transfers were affected on the share register on February 28, 2018, the forward split had been implemented, giving Mr. Chen a position of 19,500,000 shares, or 65%. Mr Chen then disposed of further 200,000 shares, leaving him with 19,300,000 shares representing 64% of control over the Company as per.
On May 15, 2018 Mr. Chen and Comindus Finance Corp entered into an agreement whereas Comindus Finance was to purchase 19,300,000 shares of Company´s common stock from Mr. Chen. While the shares were transferred to Comindus Finance Corp. as per July 31, 2018, the transaction was cancelled and unwound shortly thereafter, so that Mr. Chen remained throughout the entire time and still remains at the date of this document, the rightful owner of these 19,300,000 shares. The transfer agent has been instructed to re-enter Mr. Chen on the share register accordingly, the process of which has not yet been completed.
Director changes
On May 21, 2018, Ms. Jin Sreyneang rendered her resignation as director of the company in anticipation of the new controlling shareholder wishing to appoint director(s) as per his choosing. However, following the unwinding of the control block transfer, no new directors have been appointed. The resignation of Ms. Sreyneang was confirmed by shareholder vote on December 04, 2018. In that same meeting shareholders agreed to make Mr. Ooi the new President, CEO and Treasurer of the Company.
Material contracts
On November 29, 2018, the Company entered into a Share Exchange Agreement under which it seeks to acquire 100% of the shares of a US-based private company that holds certain rights and contracts in the area of medical devices. Under the agreement Company will issue a certain number of new shares to the shareholders of the target company against receipt of their shares in the target company. While the agreement has been executed and adopted by shareholder vote on December 04, 2018, both parties are currently working on the deliverables to affect closing. The parties have agreed confidentiality over the details of the agreement until closing has occurred.