GD Culture Group Ltd Files 2023 10-K Amendment

TL;DR

GD Culture Group Ltd filed its 2023 10-K amendment on 7/8/24. Formerly Code Chain New Continent Ltd.

AI Summary

GD Culture Group Ltd filed an amendment (10-K/A) on July 8, 2024, for its fiscal year ending December 31, 2023. The company, formerly known as Code Chain New Continent Ltd and TMSR HOLDING Co Ltd, is incorporated in Nevada and operates in the wholesale metals and minerals sector. Its principal business address is in New York.

Why It Matters

This filing provides updated or corrected information for GD Culture Group Ltd's annual report, which is crucial for investors to understand the company's financial health and operational status.

Risk Assessment

Risk Level: low — This is a routine amendment to a previously filed annual report, not indicating new material adverse events.

Key Numbers

• 20231231 — Fiscal Year End (The period covered by the annual report.)
• 20240708 — Filing Date (The date the amendment was filed with the SEC.)
• 001-37513 — SEC File Number (The company's assigned SEC file number.)

Key Players & Entities

• GD Culture Group Ltd (company) — Registrant
• Code Chain New Continent Ltd (company) — Former company name
• TMSR HOLDING Co Ltd (company) — Former company name
• JM Global Holding Co (company) — Former company name
• Nevada (state) — State of incorporation
• New York (location) — Business address city

FAQ

Key Financial Figures

• $0.0001 — ch Registered: Common Stock, par value $0.0001 per share GDC The Nasdaq Stock Market L
• $4.27 — ing sales price for the common stock of $4.27 as of such date, as reported on the Nas
• $0.237 — , based on the average closing price of $0.237 per share of the Company during the 30
• $100,000 — ction contemplated by the Agreement was $100,000. The sale of TMSR HK did not have any m
• $150,000 — between RMB 1.0 million (approximately $150,000) and RMB 10.0 million (approximately $1
• $1.5 million — 00) and RMB 10.0 million (approximately $1.5 million), and the Trial Measures increase the c

Filing Documents

• ea020903101-10ka1_gdcul.htm (10-K/A) — 1640KB
• ea020903101ex23-3_gdcul.htm (EX-23.3) — 3KB
• ea020903101ex31-1_gdcul.htm (EX-31.1) — 14KB
• ea020903101ex31-2_gdcul.htm (EX-31.2) — 14KB
• ea020903101ex32-1_gdcul.htm (EX-32.1) — 6KB
• ea020903101ex32-2_gdcul.htm (EX-32.2) — 6KB
• image_001.jpg (GRAPHIC) — 52KB
• ex23-3_001.jpg (GRAPHIC) — 34KB
• 0001213900-24-059819.txt ( ) — 8084KB
• gdc-20231231.xsd (EX-101.SCH) — 84KB
• gdc-20231231_cal.xml (EX-101.CAL) — 66KB
• gdc-20231231_def.xml (EX-101.DEF) — 371KB
• gdc-20231231_lab.xml (EX-101.LAB) — 673KB
• gdc-20231231_pre.xml (EX-101.PRE) — 369KB
• ea020903101-10ka1_gdcul_htm.xml (XML) — 712KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 25 Item 1B. Unresolved Staff Comments 46 Item 1C. Cybersecurity 47 Item 2.

Properties

Properties 47 Item 3.

Legal Proceedings

Legal Proceedings 47 Item 4. Mine Safety Disclosures 47 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 Item 6. [Reserved] 51 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 60 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 60 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 60 Item 9A.

Controls and Procedures

Controls and Procedures 60 Item 9B. Other Information 62 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 62 PART III Item 10. Directors, Executive Officers and Corporate Governance 63 Item 11.

Executive Compensation

Executive Compensation 68 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 70 Item 13. Certain Relationships and Related Transactions, and Director Independence 71 Item 14. Principal Accounting Fees and Services 72 PART IV Item 15. Exhibits and Financial Statement Schedules 73 Item 16. Form 10–K Summary 77 i Conventions that Apply to this Annual Report Unless otherwise indicated or the context requires otherwise, references in this annual report (the "Report") to: "AI Catalysis" are to AI Catalysis Corp., a Neveda company, which is wholly owned by GDC; "Citi Profit" are to Citi Profit Investment Holding Limited, a British Virgin Islands company, which is wholly owned by GDC; "GDC" and the "Company" are to GD Culture Group Limited (formerly known as JM Global Holding Company, TMSR Holding Company Limited and Code Chain New Continent Limited), a Nevada Corporation; "Highlight HK" are to Highlights Culture Holding Co., Limited, a Hong Kong SAR company, which is wholly owned by Citi Profit; "Highlight WFOE" are to Shanghai Highlight Entertainment Co., Ltd., a PRC company, which is wholly owned by Highlight HK; "PRC" or "China" are to the People's Republic of China, excluding, for the purpose of this report, Taiwan, Hong Kong and Macau; "RMB" or "Renminbi" are to the legal currency of China; and "Shanghai Xianzhui" are to Shanghai Xianzhui Technology Co., Ltd., a joint venture, of which Highlight Entertainment Co. Ltd. owns 73.3333% of the total equity interest; "we", "our", "us" are to the Company and its subsidiaries; "$", "US$" or "U.S. Dollars" are to the legal currency of the United States. Unless otherwise indicated, all references to common stock, warrants to purchase common stock, share data, per share data, and related information have been retroactively adjusted, where applicable, in this Report to reflect a 1-to-30 reverse stock split of our common stock which became effective on Novemb

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Report contains statements that may be deemed to be "forward-looking statements" within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as "anticipate," "believe," "could," "estimate," "expect," "future," "intend," "may," "ought to," "plan," "possible," "potentially," "predicts," "project," "should," "will," "would," negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Report include, without limitation, statements relating to: our goals and strategies; our future business development, results of operations and financial condition; our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; our estimates regarding the market opportunity for our services; the impact of government laws and regulations; our ability to recruit and retain qualified personnel; our failure to comply with regulatory guidelines; uncertainty in industry demand; general economic conditions and market conditions in the virtual content production industry; future sales of large blocks or our securities, which may adversely impact our share price; and depth of the trading market in our securities. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those

Business

Item 1. Business Overview GD Culture Group Limited (formerly known as JM Global Holding Company, TMSR Holding Company Limited, and Code Chain New Continent Limited) is a Nevada company that conducts its operations and operates its business in both United States and China by itself and through its subsidiaries, AI Catalysis Corp., a Nevada corporation, and Shanghai Xianzhui Technology Co., Ltd., a company incorporated in China. The majority of the Company's operation is in the United States. Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of a Nevada company with operations conducted itself and through its subsidiaries in Nevada and in China and that this structure involves unique risks to investors. Prior to September 28, 2022, Makesi IoT Technology (Shanghai) Co., Ltd., a then indirect subsidiary of the Company ("Makesi WFOE"), had a series of contractual arrangement with Sichuan Wuge Network Games Co., Ltd. ("Wuge") and its shareholders that established a variable interest entity (the "VIE") structure. For accounting purposes, Makesi WFOE was the primary beneficiary of Wuge. Accordingly, under accounting principles generally accepted in the United States of America ("U.S. GAAP"), the Company treated Wuge as the consolidated affiliated entity and has consolidated Wuge's financial statements prior to September 28, 2022. Wuge focused its business on research, development and application of Internet of Things (IoT) and electronic tokens Wuge digital door signs. On September 28, 2022, Makesi WFOE entered into a termination agreement with Wuge and the shareholders of Wuge to terminate the VIE Agreements and to cancel the shares previously issued to the shareholders of Wuge, based on the average closing price of $0.237 per share of the Company during the 30 trading days immediately prior to the date of the termination agreement. As a result of such termination, the Company no longer treats Wuge

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