GD Culture Group Ltd Files 2023 10-K Amendment

Ticker: GDC · Form: 10-K/A · Filed: Jul 22, 2024 · CIK: 1641398

Sentiment: neutral

Topics: amendment, annual-report, sec-filing

TL;DR

GD Culture Group Ltd just filed an amendment to their 2023 10-K. Check for updates.

AI Summary

GD Culture Group Limited filed an amendment (No. 2) to its 2023 Form 10-K on July 22, 2024. The company, formerly known as Code Chain New Continent Ltd, is incorporated in Nevada and its fiscal year ends on December 31st. The filing relates to the annual report for the fiscal year ended December 31, 2023.

Why It Matters

This amendment provides updated or corrected information for GD Culture Group Ltd's 2023 annual report, which is crucial for investors to have the most accurate financial and operational data.

Risk Assessment

Risk Level: medium — Amendments to 10-K filings can indicate previously undisclosed issues or corrections, requiring closer scrutiny by investors.

Key Numbers

Key Players & Entities

FAQ

What specific information is being amended in the 10-K filing?

The provided text does not specify the exact nature of the amendments, only that it is Amendment No. 2 to the Form 10-K for the fiscal year ended December 31, 2023.

When was this amendment filed with the SEC?

This amendment was filed on July 22, 2024.

What was GD Culture Group Ltd formerly known as?

GD Culture Group Ltd was formerly known as Code Chain New Continent Ltd, TMSR HOLDING Co Ltd, and JM Global Holding Co.

In which state is GD Culture Group Ltd incorporated?

GD Culture Group Ltd is incorporated in Nevada.

What is the primary purpose of a Form 10-K/A filing?

A Form 10-K/A is an amendment to an annual report (Form 10-K) filed with the SEC, used to correct or update previously reported information.

Filing Stats: 4,564 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2024-07-22 16:15:44

Key Financial Figures

Filing Documents

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 28 Item 1B. Unresolved Staff Comments 51 Item 1C. Cybersecurity 52 Item 2.

Properties

Properties 52 Item 3.

Legal Proceedings

Legal Proceedings 52 Item 4. Mine Safety Disclosures 52 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. [Reserved] 56 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 56 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 67 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 67 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 67 Item 9A.

Controls and Procedures

Controls and Procedures 67 Item 9B. Other Information 69 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 69 PART III Item 10. Directors, Executive Officers and Corporate Governance 70 Item 11.

Executive Compensation

Executive Compensation 75 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 77 Item 13. Certain Relationships and Related Transactions, and Director Independence 78 Item 14. Principal Accounting Fees and Services 79 PART IV Item 15. Exhibits and Financial Statement Schedules 80 Item 16. Form 10–K Summary 84 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, including Hong Kong SAR and Macau, but excluding, for the purpose of this report, Taiwan; "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 e

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

View Full Filing

View this 10-K/A filing on SEC EDGAR

View on Read The Filing