GD Culture Group Ltd
For the period ended Mar 31, 2024. Filed May 20, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 20, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
UNAUDITED INTERIM condensed consolidated financial statements AND SUPPLEMENTARY DATA
Index to unaudited interim condensed consolidated financial statements
| Page | |
|---|---|
| Unaudited Interim Condensed Consolidated Financial Statements: | |
| Unaudited Interim Condensed Consolidated Balance Sheet as of March 31, 2024 and Condensed Consolidated Balance Sheet as of December 31, 2023 | 2 |
| Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss For the three months ended March 31, 2024 and 2023 | 3 |
| Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity For the three months ended March 31, 2024 and 2023 | 4 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2024 and 2023 | 6 |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | 7 |
**UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2024
AND CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2023
| March 31, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| (Unaudited) | ||
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $486,201 | $5,175,518 |
| Loan receivable | 1,919,781 | - |
| Other receivables, net | 9,195 | 9,459 |
| Convertible notes receivable | 2,656,877 | 2,602,027 |
| Prepaid and other current assets | 1,053,329 | 1,290,890 |
| Total current assets | 6,125,383 | 9,077,894 |
| EQUIPMENT, NET | 11,328 | 12,511 |
| RIGHT-OF-USE ASSETS, NET | 1,566,003 | 1,561,058 |
| OTHER ASSETS | ||
| Intangible assets, net | 3,119,244 | 3,307,949 |
| Other assets | 250,740 | 250,740 |
| Total other assets | 3,369,984 | 3,558,689 |
| Total assets | $11,072,698 | $14,210,152 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
| CURRENT LIABILITIES | ||
| Other payables and accrued liabilities | $193,422 | $23,338 |
| Other payables - related parties | 40,833 | 20,833 |
| Lease liabilities - current | 308,419 | 358,998 |
| Total current liabilities | 542,674 | 403,169 |
| OTHER LIABILITIES | ||
| Lease liabilities – non-current | 1,326,946 | 1,317,678 |
| Deferred tax liabilities | 328,861 | 327,822 |
| Total other liabilities | 1,655,807 | 1,645,500 |
| Total liabilities | 2,198,481 | 2,048,669 |
| COMMITMENTS AND CONTINGENCIES | ||
| SHAREHOLDERS’ EQUITY | ||
| Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | - | - |
| Common stock, $0.0001 par value, 200,000,000 shares authorized, 7,941,261 and 5,453,416 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 794 | 545 |
| Additional paid-in capital | 81,511,298 | 77,530,221 |
| Accumulated deficit | (73,336,853) | (69,358,225) |
| Accumulated other comprehensive income | 309,046 | 175,306 |
| Total GD Culture Group Limited shareholders’ equity | 8,484,285 | 8,347,847 |
| Noncontrolling interest | 389,932 | 3,813,636 |
| Total shareholders’ equity | 8,874,217 | 12,161,483 |
| Total liabilities and shareholders’ equity | $11,072,698 | $14,210,152 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the three months ended March 31, | |||
|---|---|---|---|
| 2024 · 2023 | |||
| OPERATING EXPENSES | |||
| Selling expenses | $2,191,667 | $ | - |
| General and administrative expenses | 1,769,280 | 4,617 | |
| Research and development expenses | 217,500 | - | |
| TOTAL OPERATING EXPENSES | 4,178,447 | 4,617 | |
| LOSS FROM OPERATIONS | (4,178,447) | (4,617) | |
| OTHER INCOME (EXPENSE) | |||
| Interest income | 21,946 | - | |
| TOTAL OTHER INCOME, NET | 21,946 | - | |
| LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS | (4,156,501) | (4,617) | |
| PROVISION FOR INCOME TAXES | 1,038 | - | |
| LOSS FROM CONTINUING OPERATIONS | (4,157,539) | (4,617) | |
| Net loss from continuing operations attributable to noncontrolling interest | (178,911) | - | |
| Net loss from continuing operations attributable to shareholders of common stock | (3,978,628) | (4,617) | |
| Discontinued operations: | |||
| Loss from discontinued operations, net of taxes | - | (16,692) | |
| NET LOSS | $(4,157,539) | $(21,309) | |
| Net loss attributable to noncontrolling interest | (178,911) | - | |
| Net loss attributable to shareholders of common stock | (3,978,628) | (21,309) | |
| Other comprehensive gain or loss | |||
| - Foreign currency translation adjustment | (15,109) | 10,188 | |
| - Unrealized gain on available-for-sale investments, net of tax | 54,849 | - | |
| OTHER COMPREHENSIVE GAIN, net of tax | 39,740 | 10,188 | |
| COMPREHENSIVE LOSS, net of tax | $(4,117,799) | $(11,121) | |
| Comprehensive loss attributable to noncontrolling interest | (272,911) | - | |
| Comprehensive loss attributable to shareholders of common stock | (3,844,888) | (11,211) | |
| WEIGHTED AVERAGE NUMBER OF COMMON STOCKS | |||
| Basic and diluted | 7,435,069 | 1,810,420 | |
| Loss per share from continuing operations | |||
| Basic and diluted | $(0.56) | $(0.00) | |
| Loss per share from discontinued operations | |||
| Basic and diluted | $(0.00) | $(0.01) | |
| Loss per share available to common shareholders | |||
| Basic and diluted | $(0.56) | $(0.01) | |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the three months ended March 31, 2024
| Attributable to GD Culture Group Limited Shareholders | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional · Accumulated Other · Total GD Culture Group Limited · Non · Total | |||||||||||
| Preferred Stock · Common Stock · Paid-in · Accumulated · Comprehensive · Shareholders’ · controlling · Shareholders’ | |||||||||||
| Shares · Amount · Shares · Amount · Capital · Deficit · Income · Equity · Interest · Equity | |||||||||||
| Balance, January 1, 2024 | - | $ | - | 5,453,416 | $545 | $77,530,221 | $(69,358,225) | $175,306 | $8,347,847 | $3,813,636 | $12,161,483 |
| Net loss | - | - | - | - | - | (3,978,628) | - | (3,978,628) | (178,911) | (4,157,539) | |
| Issuance of common stock for Cash | - | - | 810,277 | 81 | 829,798 | - | - | 829,879 | - | 829,879 | |
| Issuance of common stock for acquisition of 13.33% noncontrolling interest of Shanghai Xianzhui | - | - | 400,000 | 40 | 3,150,753 | - | - | 3,150,793 | (3,150,793) | - | |
| Exercise of pre-funded warrants | - | - | 567,691 | 57 | 597 | - | - | 654 | - | 654 | |
| Exercise of November 2023 Registered Warrants | - | - | 709,877 | 71 | (71) | - | - | - | - | - | |
| Foreign currency translation | - | - | - | - | - | - | 78,891 | 78,891 | (94,000) | (15,109) | |
| Fair value changes of convertible notes receivable | - | - | - | - | - | - | 54,849 | 54,849 | - | 54,849 | |
| Balance, March 31, 2024 (unaudited) | - | $ | - | 7,941,261 | $794 | $81,511,298 | $(73,336,853) | $309,046 | $8,484,285 | $389,932 | $8,874,217 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the three months ended March 31, 2023
| Additional · Accumulated Deficit · Accumulated Other · Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock · Common Stock · Paid-in · Statutory · Comprehensive · Shareholders’ | ||||||||||
| Shares · Amount · Shares · Amount · Capital · Reserves · Unrestricted · Income · Equity | ||||||||||
| Balance, January 1, 2023 | - | - | 1,844,877 | $184 | $60,124,087 | $4,467 | $(56,841,074) | $179,460 | $3,467,124 | |
| Net loss | - | - | - | - | - | - | (21,309) | - | (21,309) | |
| The cancellation of the common stock | - | - | (133,333) | (13) | (947,986) | - | - | - | (947,999) | |
| Foreign currency translation | - | - | - | - | - | - | - | 10,188 | 10,188 | |
| Balance, March 31, 2023 (unaudited) | - | $ | - | 1,711,544 | $171 | $59,176,101 | $4,467 | $(56,862,383) | $189,648 | $2,508,004 |
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