Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | GD CULTURE GROUP LIMITED | |
Trading Symbol | GDC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,053,563 | |
Amendment Flag | false | |
Entity Central Index Key | 0001641398 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37513 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 47-3709051 | |
Entity Address, Address Line One | 22F - 810 | |
Entity Address, Address Line Two | Seventh Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | +1-347- | |
Local Phone Number | 2590292 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 7,400,739 | $ 389,108 |
Accounts receivable, net | 218,077 | 194,520 |
Other receivables, net | 1,178,684 | 1,026,293 |
Prepayments | 173,334 | |
Total current assets | 8,970,834 | 1,609,921 |
NON-CURRENT ASSETS | ||
Plant and equipment, net | 5,032 | 502 |
Goodwill | 2,083,518 | 2,190,485 |
Intangible assets, net | 750,000 | |
Total non-current assets | 2,838,550 | 2,190,987 |
Total assets | 11,809,384 | 3,800,908 |
CURRENT LIABILITIES | ||
Accounts payable | 4,961 | 127,475 |
Other payables and accrued liabilities | 1,739 | 2,099 |
Other payables - related parties | 35,188 | 195,732 |
Customer deposits | 68,953 | |
Taxes payable | 269 | 8,478 |
Total current liabilities | 111,110 | 333,784 |
Total liabilities | 111,110 | 333,784 |
COMMITMENTS AND CONTINGENCIES (NOTE 14) | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 3,053,563 and 1,844,877 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 305 | 184 |
Additional paid-in capital | 68,644,206 | 60,124,087 |
Statutory reserves | 4,467 | 4,467 |
Accumulated deficit | (57,017,881) | (56,841,074) |
Accumulated other comprehensive income | 67,177 | 179,460 |
Total shareholders’ equity | 11,698,274 | 3,467,124 |
Total liabilities and shareholders’ equity | $ 11,809,384 | $ 3,800,908 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 3,053,563 | 1,844,877 |
Common stock, shares outstanding | 3,053,563 | 1,844,877 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUES | ||||
Enterprise brand management services | $ 56,799 | $ 132,173 | ||
Software copyright | 150,000 | 150,000 | ||
TOTAL REVENUES | 206,799 | 282,173 | ||
COST OF REVENUES | ||||
Enterprise brand management services | 41,414 | 97,562 | ||
TOTAL COST OF REVENUES | 41,414 | 97,562 | ||
GROSS PROFIT | 165,385 | 184,611 | ||
OPERATING EXPENSES | ||||
Selling, general and administrative | 320,883 | 6,672,339 | 362,107 | 6,736,038 |
Impairment of prepayments | 12,949,329 | 12,949,329 | ||
TOTAL OPERATING EXPENSES | 320,883 | 19,621,668 | 362,107 | 19,685,367 |
LOSS FROM OPERATIONS | (155,498) | (19,621,668) | (177,496) | (19,685,367) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 203 | 222 | ||
Interest expense | (82) | (82) | ||
Other expense, net | (7) | 663 | ||
Total other expense, net | 114 | 803 | ||
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS | (155,384) | (19,621,668) | (176,693) | (19,685,367) |
PROVISION FOR INCOME TAXES | 114 | 114 | ||
LOSS FROM CONTINUING OPERATIONS | (155,498) | (19,621,668) | (176,807) | (19,685,367) |
Discontinued operations: | ||||
Loss from discontinued operations, net of taxes | (746,486) | 303,089 | ||
Net loss | (155,498) | (20,368,154) | (176,807) | (19,382,278) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustment | (122,471) | 114,893 | (112,283) | 143,801 |
COMPREHENSIVE LOSS | $ (277,969) | $ (20,253,261) | $ (289,090) | $ (19,238,477) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||||
Basic and diluted (in Shares) | 2,137,653 | 1,368,852 | 2,137,653 | 1,368,852 |
Loss per share from continuing operations | ||||
Basic and diluted (in Dollars per share) | $ (0.07) | $ (14.33) | $ (0.08) | $ (14.38) |
Loss per share from discontinued operations | ||||
Basic and diluted (in Dollars per share) | (0.55) | 0.22 | ||
Loss per share available to common shareholders | ||||
Basic and diluted (in Dollars per share) | $ (0.07) | $ (14.88) | $ (0.08) | $ (14.16) |
Consolidated Statements of Lo_2
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Weighted Average Number of Common Shares Diluted (in Shares) | 2,137,653 | 1,368,852 | 2,137,653 | 1,368,852 |
Loss per share from continuing operations Diluted | $ (0.07) | $ (14.33) | $ (0.08) | $ (14.38) |
Loss per share from discontinued operations Diluted | (0.55) | 0.22 | ||
Loss per share available to common shareholders Diluted | $ (0.07) | $ (14.88) | $ (0.08) | $ (14.16) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Stock Subscription Receivable | Retained Earnings (Accumulated Deficit) Statutory Reserves | Retained Earnings (Accumulated Deficit) Unrestricted | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2021 | $ 154 | $ 83,038,827 | $ (25,165,728) | $ (26,019,119) | $ 225,857 | $ 32,079,991 | ||
Balance (in Shares) at Dec. 31, 2021 | 1,543,793 | |||||||
Net loss | (19,382,278) | (19,382,278) | ||||||
Issuance of common stock for acquisition Yuan Ma | $ 26 | 7,679,974 | 7,680,000 | |||||
Issuance of common stock for acquisition Yuan Ma (in Shares) | 256,000 | |||||||
The cancellation of the common stock (in Shares) | (254,916) | |||||||
The cancellation of the common stock | $ (25) | (16,442,086) | (16,442,111) | |||||
Stock subscription receivable from issuance of common stock | 8,762,110 | 8,762,110 | ||||||
Foreign currency translation | 143,801 | 143,801 | ||||||
Balance at Jun. 30, 2022 | $ 155 | 74,276,716 | (16,403,618) | (45,401,397) | 369,658 | 12,841,513 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,544,877 | |||||||
Balance at Dec. 31, 2022 | $ 184 | 60,124,087 | 4,467 | (56,841,074) | 179,460 | 3,467,124 | ||
Balance (in Shares) at Dec. 31, 2022 | 1,844,877 | |||||||
Net loss | (176,807) | (176,807) | ||||||
Issuance of common stock for Cash | $ 115 | 8,718,125 | 8,718,240 | |||||
Issuance of common stock for Cash (in Shares) | 1,154,519 | |||||||
Issuance of common stock for acquisition right, title, and interest in and to the certain software | $ 19 | 749,981 | 750,000 | |||||
Issuance of common stock for acquisition right, title, and interest in and to the certain software (in Shares) | 187,500 | |||||||
The cancellation of the common stock (in Shares) | (133,333) | |||||||
The cancellation of the common stock | $ (13) | (947,987) | (948,000) | |||||
Foreign currency translation | (112,283) | (112,283) | ||||||
Balance at Jun. 30, 2023 | $ 305 | $ 68,644,206 | $ 4,467 | $ (57,017,881) | $ 67,177 | $ 11,698,274 | ||
Balance (in Shares) at Jun. 30, 2023 | 3,053,563 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (176,807) | $ (19,382,278) |
Depreciation of plant and equipment | 88 | 33,389 |
Amortization of intangible assets | 100 | |
Impairment of prepayments | 12,949,329 | |
Goodwill impairments | 6,590,339 | |
Accounts receivables | (27,604) | |
Other receivables | (1,104,411) | 772 |
Other receivable - related party | 196,621 | |
Inventories | (3,059) | |
Prepayments | (173,349) | (70,306) |
Accounts payable | (115,396) | 200,245 |
Other payables and accrued liabilities | (164,607) | (253,170) |
Customer deposits | 72,168 | (2,198,487) |
Lease liabilities | (502) | |
Taxes payable | (8,158) | 861,864 |
Net cash used in operating activities | (1,698,076) | (1,074,693) |
CASH FLOWS FROM INVESTING ACTIVITY: | ||
Purchase of plant and equipment | (4,642) | (6,820) |
Net cash used in investing activity | (4,642) | (6,820) |
CASH FLOWS FROM FINANCING ACTIVITY: | ||
Proceeds from issuance of common stock | 8,718,238 | |
Net cash provided by financing activity | 8,718,238 | |
EFFECT OF EXCHANGE RATE ON CASH | (3,889) | (223,786) |
NET (DECREASE)/INCREASE IN CASH | 7,011,631 | (1,305,299) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 389,108 | 14,588,330 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 7,400,739 | 13,283,031 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 82 | 935 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common stock for Cash | 8,718,240 | |
Issuance of common stock for acquisition Yuan Ma | 7,680,000 | |
Issuance of common stock for acquisition right, title, and interest in and to the certain software | 750,000 | |
The cancellation of the common stock | 948,000 | 16,442,111 |
Initial recognition of right-of-use assets and lease liabilities | $ 12,628 |
Nature of Business and Organiza
Nature of Business and Organization | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Business and Organization [Abstract] | |
Nature of business and organization | Note 1 – Nature of business and organization GD Culture Group Limited (“GDC” or the “Company”), formerly known as Code Chain New Continent Limited, TMSR Holding Company Limited and JM Global Holding Company is a Nevada corporation and a holding company that has no material operation of its own. The Company’s current and previous subsidiaries, Citi Profit Investment Holding Limited (“Citi Profit”), TMSR Holdings Limited (“TMSR HK”), Highlights Culture Holding Co., Limited (“Highlight HK”), Shanghai Highlight Entertainment Co., Ltd. (“Highlight WFOE”), and Makesi IoT Technology (Shanghai) Co., Ltd. (“Makesi WFOE”) are also holding companies with no material operations. Highlight WFOE has a series of contractual arrangement with Shanghai Highlight Media Co., Ltd. (“Highlight Media”) that established a VIE structure. For accounting purposes, Highlight WFOE is the primary beneficiary of Highlight Media. Accordingly, under U.S. GAAP, GDC treats Highlight Media as the consolidated affiliated entity and has consolidated Highlight Media’s financial results in GDC’s financial statements. Highlight Media was founded in 2016. It is an integrated marketing service agency, focusing on enterprise brand management, crisis public relations, intelligent public opinion monitoring, media PR, financial and economic we-media operation, digital face application, large-scale exhibition services and other businesses. It is committed to becoming a modern science and technology media organization that fully empowers the development of customer enterprises in the era of artificial intelligence and big data. The VIE structure involves unique risks to investors. The VIE agreements have not been tested in a court of law and the Chinese regulatory authorities could disallow this VIE structure, which would likely result in a material change in our operations and the value of our securities, including that it could cause the value of such securities to significantly decline or become worthless. AI Catalysis Corp. (“AI Catalysis“) is a Nevada corporation, incorporated on May 18, 2023. AI Catalysis is expected to bridge the realms of the internet, media, and artificial intelligence (“AI”) technologies. Positioned at the crossroads of traditional and streaming media, AI Catalysis plans to elevate the experience of media with AI-based interactive and smart content, aiming to transform the whole media landscape. At present, AI Catalysis' primary focus is the application of AI digital human technology with the sectors of e-commerce and entertainment to improve the interaction experiences online. AI Catalysis strives to deliver stable interactive livestreaming products to AI Catalysis' users. AI Catalysis foresees future expansion to a variety of business sectors with AI applications in different scenarios. AI Catalysis plans to enter into the livestreaming market with a focus on e-commerce and livestreaming interactive game. Prior to September 28, 2022, we also conducted business through Sichuan Wuge Network Games Co., Ltd. (“Wuge”). Makesi WFOE had a series of contractual arrangement with Wuge that established a VIE structure. 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, 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 as a consolidated affiliated entity or consolidates the financial results and balance sheet of Wuge in the Company’s consolidated financial statements under U.S. GAAP. Prior to June 26, 2023, we had a subsidiary TMSR HK, which owns 100% equity interest in Makesi WFOE. Makesi WFOE had a series of contractual arrangement with Shanghai Yuanma Food and Beverage Management Co., Ltd. (“Yuanma”) that established a VIE structure. For accounting purposes, Makesi WFOE was the primary beneficiary of Yuanma. Accordingly, under U.S. GAAP, GDC treated Yuanma as the consolidated affiliated entity and has consolidated Yuanma’s financial results in GDC’s financial statements prior to June 26, 2023. On June 26, 2023, GDC entered into a share purchase agreement with a buyer unaffiliated with the Company. Pursuant to the agreement, the Company agreed to sell and the buyer agreed to purchase all the issued and outstanding equity interest in TMSR HK. The purchase price for the transaction contemplated by the Agreement was $100,000. TMSR The sale of TMSR HK included the sale of Makesi WFOE and Yuanma. None of TMSR HK, Makesi WFOE or Yuanma had any assets, employees or operation. The sale of TMSR HK did not have any material impact on the Company’s consolidated financial statements. The accompanying consolidated financial statements reflect the activities of GDC and each of the following entities: Name Background Ownership Citi Profit BVI ● A British Virgin Island company Incorporated on April 2019 100% owned by the Company TMSR HK 2 ● A Hong Kong company 100% owned by Citi Profit BVI ● Incorporated on April 2019 Highlight HK ● A Hong Kong company 100% owned by Citi Profit BVI ● Incorporated on November 2022 Makesi WFOE 2 ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) 100% owned by TMSR HK ● Incorporated on December 2020 Highlight WFOE ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) 100% owned by Highlight HK ● Incorporated on January 2023 Wuge 1 ● A PRC limited liability company VIE of Makesi WFOE ● Incorporated on July 4, 2019 Highlight Media ● A PRC limited liability company VIE of Makesi WFOE ● Incorporated on September 16, 2022 AI Catalysis ● A Nevada company ● Incorporated on May 2023 100% owned by the Company 1 Disposed on September 28, 2022 2 Disposed on June 26, 2023 Contractual Arrangements Wuge and Yuanma were and Highlight Media is controlled through contractual agreements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements consist of a series of five agreements, consulting services agreement, equity pledge agreement, call option agreement, voting rights proxy agreement, and operating agreement (collectively the “Contractual Arrangements”). Material terms of each of the VIE agreements with Wuge are described below. The VIE agreements with Wuge were terminated and the Company disposed Wuge as of September 28, 2022. Technical Consultation and Services Agreement. Pursuant to the technical consultation and services agreement between Wuge and ng Technology (Jiangsu) Co., Ltd., a then indirect subsidiary of the Company (“Tongrong WFOE”), dated January 3, 2020, Tongrong WFOE has the exclusive right to provide consultation services to Wuge relating to Wuge’s business, including but not limited to business consultation services, human resources development, and business development. Tongrong WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. Tongrong WFOE has the right to determine the service fees based on Wuge’s actual operation on a quarterly basis. This agreement will be effective as long as Wuge exists. Tongrong WFOE may terminate this agreement at any time by giving 30 days’ prior written notice to Wuge. Equity Pledge Agreement. Under the equity pledge agreement among Tongrong WFOE, Wuge and the shareholders of Wuge dated January 3, 2020, the shareholders of Wuge pledged all of their equity interests in Wuge to Tongrong WFOE to guarantee Wuge’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, the shareholders of Wuge will complete the registration of the equity pledge under the agreement with the competent local authority. If Wuge breaches its obligation under the technical consultation and services agreement, Tongrong WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will remain effective until all the guaranteed obligations are performed or the shareholders of Wuge cease to be shareholders of Wuge. Equity Option Agreement. Under the equity option agreement among Tongrong WFOE, Wuge and the shareholders of Wuge dated January 3, 2020, each of the shareholders of Wuge irrevocably granted to Tongrong WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Wuge. Also, Tongrong WFOE or its designee has the right to acquire any and all of its assets of Wuge. Without Tongrong WFOE’s prior written consent, Wuge’s shareholders cannot transfer their equity interests in Wuge and Wuge cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This pledge will remain effective until all options have been exercised. Voting Rights Proxy and Financial Support Agreement. Under the voting rights proxy and financial support agreement among Tongrong WFOE, Wuge and the shareholders of Wuge dated January 3, 2020, each Wuge Shareholder irrevocably appointed Tongrong WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Wuge, including but not limited to the power to vote on its behalf on all matters of Wuge requiring shareholder approval in accordance with the articles of association of Wuge. The proxy agreement is for a term of 20 years and can be extended by Tongrong WFOE unilaterally by prior written notice to the other parties. On January 11, 2021, Makesi WFOE entered into a series of assignment agreements with Tongrong WFOE, Wuge and the shareholders of Wuge, pursuant to which Tongrong WFOE assign all its rights and obligations under the VIE agreements to Makesi WFOE. The VIE agreements and the assignment agreements granted Makesi WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control the management, operations, assets, property and revenue of Wuge. The assignment did not have any impact on Company’s consolidated financial statements. 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, 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 as a consolidated affiliated entity or consolidates the financial results and balance sheet of Wuge in the Company’s consolidated financial statements under U.S. GAAP. Material terms of each of the VIE agreements with Highlight Media are described below: Technical Consultation and Services Agreement. Pursuant to the technical consultation and services agreement between Highlight Media and Makesi WFOE dated September 16, 2022, Makesi WFOE has the exclusive right to provide consultation services to Wuge relating to Wuge’s business, including but not limited to business consultation services, human resources development, and business development. Makesi WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. Makesi WFOE has the right to determine the service fees based on Wuge’s actual operation on a quarterly basis. This agreement will be effective as long as Wuge exists. Makesi WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Wuge. Equity Pledge Agreement. Under the equity pledge agreement among Makesi WFOE, Wuge and the shareholders of Wuge dated September 16, 2022, the shareholders of Wuge pledged all of their equity interests in Wuge to Makesi WFOE to guarantee Wuge’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, the shareholders of Wuge will complete the registration of the equity pledge under the agreement with the competent local authority. If Wuge breaches its obligation under the technical consultation and services agreement, Makesi WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will remain effective until all the guaranteed obligations are performed or the shareholders of Wuge cease to be shareholders of Wuge. Equity Option Agreement. Under the equity option agreement among Makesi WFOE, Wuge and the shareholders of Wuge dated September 16, 2022, each of the shareholders of Wuge irrevocably granted to Makesi WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Wuge. Also, Makesi WFOE or its designee has the right to acquire any and all of its assets of Wuge. Without Makesi WFOE’s prior written consent, Wuge’s shareholders cannot transfer their equity interests in Wuge and Wuge cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This pledge will remain effective until all options have been exercised. Voting Rights Proxy and Financial Support Agreement. Under the voting rights proxy and financial support agreement among Makesi WFOE, Wuge and the shareholders of Wuge dated September 16, 2022, each Wuge Shareholder irrevocably appointed Makesi WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Wuge, including but not limited to the power to vote on its behalf on all matters of Wuge requiring shareholder approval in accordance with the articles of association of Wuge. The proxy agreement is for a term of 20 years and can be extended by Makesi WFOE unilaterally by prior written notice to the other parties. On February 27, 2023, Highlight WFOE entered into a series of assignment agreements with Makesi WFOE, Highlight Media and Highlight Shareholders, pursuant to which Makesi WFOE assign all its rights and obligations under the VIE agreements to Highlight WFOE. The VIE agreements and the assignment agreements grant Highlight WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Highlight Media, including absolute rights to control the management, operations, assets, property and revenue of Highlight Media. The assignment does not have any impact on Company’s consolidated financial statements. Material terms of each of the VIE agreements with Yuanma are described below. The Company disposed TMSR HK, Makesi WFOE and Yuan Ma on June 26, 2023. Technical Consultation and Services Agreement. Pursuant to the technical consultation and services agreement between WFOE and Yuan Ma dated June 21, 2022, WFOE has the exclusive right to provide consultation services to Yuan Ma relating to Yuan Ma’s business, including but not limited to business consultation services, human resources development, and business development. WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. WFOE has the right to determine the service fees based on Yuan Ma’s actual operation on a quarterly basis. This agreement will be effective for 20 years and can be extended by WFOE unilaterally by prior written notice to the other parties. WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Yuan Ma. If any party breaches the agreement and fails to cure within 30 days from the written notice from the non-breach party, the non-breach party may (i) terminate the agreement and request the breaching party to compensate the non-breaching party’s loss or (ii) request special performance by the breaching party and the breaching party to compensate the non-breaching party’s loss. Equity Pledge Agreement. Under the equity pledge agreement among WFOE, Yuan Ma and Yuan Ma Shareholders dated June 21, 2022, Yuan Ma Shareholders pledged all of their equity interests in Yuan Ma to WFOE to guarantee Yuan Ma’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, Yuan Ma Shareholders will complete the registration of the equity pledge under the agreement with the competent local authority. If Yuan Ma breaches its obligation under the technical consultation and services agreement, WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will remain effective until all the guaranteed obligations are performed or the Yuan Ma Shareholders cease to be shareholders of Yuan Ma. Equity Option Agreement. Under the equity option agreement among WFOE, Yuan Ma and Yuan Ma Shareholders dated June 21, 2022, each of Yuan Ma Shareholders irrevocably granted to WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Yuan Ma. Also, WFOE or its designee has the right to acquire any and all of its assets of Yuan Ma. Without WFOE’s prior written consent, Yuan Ma’s shareholders cannot transfer their equity interests in Yuan Ma and Yuan Ma cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This pledge will remain effective until all options have been exercised. Voting Rights Proxy and Financial Support Agreement. Under the voting rights proxy and financial support agreement among WFOE, Yuan Ma and Yuan Ma Shareholders dated June 21, 2022, each Yuan Ma Shareholder irrevocably appointed WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Yuan Ma, including but not limited to the power to vote on its behalf on all matters of Yuan Ma requiring shareholder approval in accordance with the articles of association of Yuan Ma. The proxy agreement is for a term of 20 years and can be extended by WFOE unilaterally by prior written notice to the other parties. On June 26, 2023, the Company entered into a share purchase agreement with a buyer unaffiliated with the Company. Pursuant to the agreement, the Company agreed to sell and the buyer agreed to purchase all the issued and outstanding equity interest in TMSR HK. The purchase price for the transaction contemplated by the Agreement was $100,000. TMSR HK has a direct wholly-owned subsidiary, Makesi WFOE, and an indirect wholly-owned subsidiary, Yuanma. The sale of TMSR included the sale of Makesi WFOE and Yuanma. None of TMSR HK, Makesi WFOE or Yuanma had any assets, employees or operation. The sale of TMSR did not have any material impact on the Company’s consolidated financial statements. As of the date of this report, the Company primary operations are focused on the Highlight Media business that is in enterprise brand management service in China, and on the AI Catalysis business that is in the livestreaming market with focus on e-commerce and livestreaming interactive game in the United States. All Wuge digital door signs business have been disposed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of consolidation The unaudited condensed financial statements of the Company include the accounts of GDC and its wholly owned subsidiaries and VIE. All intercompany transactions and balances are eliminated upon consolidation. Use of estimates and assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of intangible assets, deferred revenues and plant and equipment, impairment of long-lived assets, collectability of receivables, present value and lease liabilities. Actual results could differ from these estimates. Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included in accumulated other comprehensive income amounted to $67,177 and $179,460 as of June 30, 2023 and December 31, 2022, respectively. The balance sheet amounts, with the exception of shareholders’ equity at June 30, 2023 and December 31, 2022 were translated at 7.25 RMB and 6.38 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2023 and 2022 were 6.93 RMB and 6.48 RMB, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. Accounts receivable, net Accounts receivable include trade accounts due from customers. An allowance for doubtful accounts may be established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Prepayments Prepayments are funds deposited or advanced to outside vendors for future inventory or services purchases. As a standard practice in China, many of the Company’s vendors require a certain amount to be deposited with them as a guarantee that the Company will complete its purchases on a timely basis. This amount is refundable and bears no interest. The Company has legally binding contracts with its vendors, which require any outstanding prepayments to be returned to the Company when the contract ends. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method after consideration of the estimated useful lives of the assets and estimated residual value. The estimated useful lives and residual value are as follows: Useful Life Estimated Office equipment and furnishing 5 years 5 % The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Intangible assets Intangible assets represent software, and it is stated at cost, less accumulated amortization. Research and development costs associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets. The software has finite useful lives and is amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The Company amortizes the cost of software, over their useful life using the straight-line method. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances revised estimates of useful lives. The estimated useful lives is as follows: Useful Life Software 5 years Lease The Company determines if an arrangement is a lease at inception. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no significant finance leases. The Company recognizes lease liabilities and corresponding right-of-use assets on the balance sheet for leases. Operating lease right-of-use assets are included in non-current prepayments, receivables and other assets and operating lease liabilities are included in current accrued expenses, accounts payable and other liabilities and other non-current liabilities on the consolidated balance sheets. Operating lease right-of-use assets and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease. Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit, including consideration of the impact of the COVID-19 pandemic. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit. Impairment for long-lived assets Long-lived assets, including plant, equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, notes receivable, accounts receivable, other receivables, prepayments, accounts payable, other payables and accrued liabilities, customer deposits, short term loans and taxes payable to approximate their fair values because of their short term nature. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Customer deposits Highlight Media typically receives customer deposits for services to be rendered from its customers. As Highlight Media delivers the services, it will recognize these deposits to results of operations in accordance to its revenue recognition policy. Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue, other than retainage revenues, was recognized based on the amount of consideration we expect to receive in exchange for satisfying the performance obligations. However, the impact of the Company’s retainage revenue was not material as of the date of adoption, and as a result, did not result in an adjustment. The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are primarily recognized at a point in time. The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition except its retainage revenues. An entity will also be required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does not control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. The company, as a principal, provides services to clients under separate contracts, generating revenue. The pricing terms specified in the contracts are fixed. An obligation to perform is identified in contracts with clients. Revenue is recognized over the period in which the services are earned. Payments received prior to the relevant criteria for revenue recognition are met, are recorded as customer deposits. The Company’s disaggregate revenue streams are summarized as follows: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Enterprise brand management services $ 56,799 $ - $ 132,173 $ - Software copyright 150,000 - 150,000 - Total revenues $ 206,799 $ - $ 282,173 $ - Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company incurred no such penalties and interest for the three months ended June 30, 2023 and 2022. As of June 30, 2023, the Company’s PRC tax returns filed for 2020, 2021 and 2022 remain subject to examination by any applicable tax authorities. Earnings per share Basic earnings per share are computed by dividing income available to common shareholders of the Company by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares. 9,079,348 and 10,500,000 of outstanding warrants which is equivalent to convertible of 4,539,674 and 5,250,000 common shares were excluded from the diluted earnings per share calculation due to its antidilutive effect for the three months ended June 30, 2023 and 2022, respectively. 824,000 of outstanding options were excluded from the diluted earnings per share calculation due to its antidilutive effect for the three months ended June 30, 2023 and 2022. Recently accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15 December 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for the Company for the year ending March 31, 2025 and interim reporting periods during the year ending March 31, 2025. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Business Combination and Restru
Business Combination and Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Restructuring [Abstract] | |
Business combination and restructuring | Note 3 – Business combination and restructuring Highlight Media On September 16, 2022, the Company entered into a share purchase agreement with Highlight Media and all the shareholders of Highlight Media (“Highlight Media Shareholders”). Pursuant to the share purchase agreement, the Company agreed to issue an aggregate of 9,000,000 shares of the Company’s common stock to the Highlight Media Shareholders, in exchange for Highlight Media Shareholders’ agreement to enter into, and their agreement to cause Highlight Media to enter into, certain VIE agreements (“VIE Agreements”) with Makesi WFOE the Company’s indirectly owned subsidiary, through which Makesi WFOE shall have the right to control, manage and operate Highlight Media in return for a service fee equal to 100% of Highlight Media’s net income (the “Acquisition”). On September 16, 2022, Makesi WFOE entered into a series of VIE Agreements with Highlight Media and the Highlight Media Shareholders. The VIE Agreements are designed to provide Makesi WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Highlight Media, including absolute rights to control the management, operations, assets, property and revenue of Highlight Media. Highlight Media, founded in 2016, is an integrated marketing service agency, focusing on enterprise brand management, crisis public relations, intelligent public opinion monitoring, media PR, financial and economic we-media operation, digital face application, large-scale exhibition services and other businesses. It is committed to becoming a modern science and technology media organization that fully empowers the development of customer enterprises in the era of artificial intelligence and big data. The Acquisition closed on September 29, 2022. On February 27, 2023, Highlight WFOE entered into a series of assignment agreements (the “Assignment Agreements”) with Makesi WFOE, Highlight Media and Highlight Shareholders, pursuant to which Makesi WFOE assign all its rights and obligations under the VIE Agreements to Highlight WFOE (the “Assignment”). The VIE Agreements and the Assignment Agreements grant Highlight WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Highlight Media, including absolute rights to control the management, operations, assets, property and revenue of Highlight Media. The Assignment does not have any impact on Company’s consolidated financial statements. The Company’s acquisition of Highlight Media was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Highlight Media based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, plant and equipment, and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Highlight Media based on a valuation performed by an independent valuation firm engaged by the Company: Total consideration at fair value $ 2,250,000 Fair Cash $ 47,498 Other current assets 107,828 Plant and equipment 1,205 Other noncurrent assets - Goodwill 2,121,947 Total asset 2,278,478 Accounts payable 14,170 Taxes Payable 363 Other Payable 13,945 Total liabilities 28,478 Net asset acquired $ 2,250,000 Approximately $2.1 million of goodwill arising from the acquisition consists largely of synergies expected from combining the operations of the Company and Highlight Media. None |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | Note 4 – Variable interest entity Wuge On January 3, 2020, Tongrong WFOE entered into Contractual Arrangements with Wuge and its shareholders. The significant terms of these Contractual Arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classified Wuge as VIE. On January 11, 2021, Makesi WFOE entered into a series of assignment agreements with Tongrong WFOE, Wuge and the shareholders of Wuge, pursuant to which Tongrong WFOE assign all its rights and obligations under the VIE agreements to Makesi WFOE. The VIE agreements and the assignment agreements granted Makesi WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control the management, operations, assets, property and revenue of Wuge. The assignment did not have any impact on Company’s consolidated financial statements. 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, 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 as a consolidated affiliated entity or consolidates the financial results and balance sheet of Wuge in the Company’s consolidated financial statements under U.S. GAAP. Yuanma On June 21, 2022, Makesi WFOE entered into a series of contractual arrangements with Yuanma and its shareholders. The significant terms of these Contractual Arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classified Yuanma as VIE. On June 26, 2023, GDC entered into a share purchase agreement with a buyer unaffiliated with the Company. Pursuant to the agreement, the Company agreed to sell and the buyer agreed to purchase all the issued and outstanding equity interest in TMSR HK. The purchase price for the transaction contemplated by the Agreement was $100,000. TMSR The sale of TMSR HK included the sale of Makesi WFOE and Yuanma. None of TMSR HK, Makesi WFOE or Yuanma had any assets, employees or operation. The sale of TMSR HK did not have any material impact on the Company’s consolidated financial statements. Highlight Media On September 16, 2022, Makesi WFOE entered into Contractual Arrangements with Highlight Media and its shareholders. The significant terms of these Contractual Arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classifies Highlight Media as VIE. On February 27, 2023, Highlight WFOE entered into a series of assignment agreements with Makesi WFOE, Highlight Media and Highlight Shareholders, pursuant to which Makesi WFOE assign all its rights and obligations under the VIE agreements to Highlight WFOE. The VIE agreements and the assignment agreements granted Highlight WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Highlight Media, including absolute rights to control the management, operations, assets, property and revenue of Highlight Media. The assignment did not have any impact on Company’s consolidated financial statements. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Makesi WFOE is deemed to have a controlling financial interest and be the primary beneficiary of Highlight Media because it has both of the following characteristics: (1) The power to direct activities at Highlight Media that most significantly impact such entity’s economic performance, and (2) The obligation to absorb losses of, and the right to receive benefits from Highlight Media that could potentially be significant to such entity. Accordingly, the accounts of Highlight Media are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, its financial positions and results of operations are included in the Company’s consolidated financial statements beginning on June 30, 2023. The carrying amount of the VIE’s assets and liabilities are as follows: June 30, December 31, 2023 2022 Cash and cash equivalents 62,615 215,880 Accounts receivable, net 68,077 194,520 Other receivables, net 78,684 78,293 Prepayments 303 - Total current assets $ 209,679 $ 488,693 Plants and equipment 478 502 Other non-current assets - - Total assets 210,157 489,195 Current liabilities 111,110 333,784 Non-current liabilities - - Total liabilities 111,110 333,784 Net assets $ 99,047 $ 155,411 June 30, December 31, 2023 2022 Accounts payable $ 179 $ 116,105 Other payables and accrued liabilities 1,739 13,469 Other payables – related party 35,188 - Tax payables 269 195,732 Customer Advances 68,953 8,478 Wages payable 4,782 - Total current liabilities 111,110 333,784 Lease liabilities – non-current - - Total liabilities $ 111,110 $ 333,784 The summarized operating results of the VIE’s are as follows: For the 2023 Operating revenues $ 206,799 Gross profit 184,611 Income from operations (177,496 ) Net loss $ (176,807 ) |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Receivable [Abstract] | |
Accounts receivable | Note 5 – Accounts receivable Accounts receivable consist of the following: June 30, December 31, Accounts receivable $ 221,044 $ 197,640 Less: Allowance for doubtful accounts (2,967 ) (3,120 ) Total accounts receivable, net $ 218,077 $ 194,520 Movement of allowance for doubtful accounts is as follows: June 30, December 31, Beginning balance $ (3,120 ) $ - Addition - (3,120 ) Exchange rate effect 153 - Ending balance $ (2,967 ) $ (3,120 ) |
Other Receivables
Other Receivables | 6 Months Ended |
Jun. 30, 2023 | |
Other Receivables [Abstract] | |
Other receivables | Note 6 – Other receivables June 30, December 31, Receivable from disposal of Wuge $ - $ 948,000 Receivable from disposal of TMSR HK 100,000 - Receivable for subscription of convertible bonds 1,000,000 - Others 78,684 78,293 Total other receivables, net $ 1,178,684 $ 1,026,293 The balance of $100,000 on June 30, 2023 is the consideration required to be received upon disposal of TMSR HK. As of June 30, 2023, the company subscribed to a total of $1,000,000 in convertible bonds of Liquid Marketplace Corp and DigiTrax Entertainment Inc. The balance of $948,000 on December 31, 2022 is the consideration required to be received upon disposal of Wuge, the shares that have cancelled their corresponding value on March 9, 2023. |
Plant and Equipment, Net
Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Plant and Equipment, Net [Abstract] | |
Plant and Equipment, Net | Note 7 – Plant and equipment, net Plant and equipment consist of the following: June 30, December 31, Office equipment and furniture $ 14,191 $ 10,039 Subtotal 14,191 10,039 Less: accumulated depreciation (9,159 ) (9,537 ) Total $ 5,032 $ 502 Depreciation expense for the six months ended June 30, 2023 and 2022 amounted to $88 and $33,839, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible assets, net | Note 8 – Intangible assets, net Intangible assets consist of the following: June 30, December 31, Software $ 750,000 $ - Subtotal 750,000 - Less: accumulated amortization - - Total $ 750,000 $ - Amortization expense for the six months ended June 30, 2023 and 2022 amounted to nil nil |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
Goodwill | Note 9 – Goodwill The changes in the carrying amount of goodwill by business units are as follows : Highlight Media Total Balance as of December 31, 2022 $ 2,190,485 $ 2,190,485 Foreign currency translation adjustment (106,967 ) (106,967 ) Balance as of June 30, 2023 $ 2,083,518 $ 2,083,518 |
Related Party Balances and Tran
Related Party Balances and Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Balances and Transactions [Abstract] | |
Related Party Balances and Transactions | Note 10 – Related party balances and transactions Related party balances Other payables – related parties: Name of related party Relationship June 30, December 31, Shanghai Highlight Asset Management Co. LTD A company in which shareholder hold shares $ 35,188 $ 195,732 Total $ 35,188 $ 195,732 The above payables represent interest free loans and advances. These loans and advances are unsecured and due on demand. |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Taxes [Abstract] | |
Taxes | Note 11 – Taxes Income tax United States GDC was organized in the state of Delaware in April 2015 and the six months ended June 30, 2023 amounted to nil On December 22, 2017, the “Tax Cuts and Jobs Act” (“The 2017 Tax Act”) was enacted in the United States. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to 21%. The 2017 Tax Act imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. The Company determined that there are no impact of GILTI for the six months ended June 30, 2023 and 2022, which the Company believes that it will be imposed a minimum tax rate of 10.5% and to the extent foreign tax credits are available to reduce its US corporate tax, which may result in no additional US federal income tax being due. Cayman Islands China Sunlong is incorporated in the Cayman Islands and are not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by China Sunlong to its shareholders, no Cayman Islands withholding tax will be imposed. British Virgin Islands Citi Profit BVI is incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed. Hong Kong TMSR HK is incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, TMSR HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. PRC Makesi WFOE, Highlight WFOE and Highlight Media are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments. Deferred tax assets Bad debt allowances must be approved by the Chinese tax authority prior to being deducted as an expense item on the tax return. Significant components of deferred tax assets were as follows: June 30, December 31, Net operating losses carried forward – U.S. $ 57,909 $ 4,574,581 Valuation allowance (57,909 ) (4,574,581 ) Deferred tax assets, net $ - $ - Value added tax Enterprises or individuals who sell commodities, engage in repair and maintenance or import and export goods in the PRC are subject to a value added tax in accordance with PRC laws. The value added tax (“VAT”) standard rates are 6% to 17% of the gross sales price and changed to 6% to 16% of gross sales starting in May 2018. The VAT standard rates changed to 6% to 13% of the gross sales prices starting in April 2019. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on sales of the finished products and services. Taxes payable consisted of the following: June 30, December 31, VAT taxes payable $ - $ 8,478 Other taxes payable 269 Total $ 269 $ 8,478 |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jun. 30, 2023 | |
Concentration of Risk [Abstract] | |
Concentration of risk | Note 12 – Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. As of June 30, 2023 and December 31, 2022, $62,615 and $215,880 and were deposited with various financial institutions located in the PRC, respectively. As of June 30, 2023 and December 31, 2022, $7,338,124 and $173,228 were deposited with one financial institution located in the U.S., respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity | Note 13 – Equity Restricted net assets The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Highlight WFOE only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Highlight WFOE. Highlight WFOE and Highlight Media are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Highlight WFOE may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. Highlight Media may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. As a result of the foregoing restrictions, Highlight WFOE and Highlight Media are restricted in their ability to transfer their net assets to the Company. Foreign exchange and other regulation in the PRC may further restrict Highlight WFOE and Highlight Media from transferring funds to Highlight HK in the form of dividends, loans and advances. As of June 30, 2023 and December 31, 2022, amounts restricted are the net assets of Highlight WFOE and Highlight Media which amounted to $99,047 and $492,315, respectively. Common stock On May 4, 2023, the Company sold an aggregate of 310,168 shares of common stock of the Company, par value $0.0001 per share, and pre-funded warrants to purchase up to an aggregate of 844,351 shares of common stock are sold to certain purchasers, pursuant to a securities purchase agreement, dated May 1, 2023, as amended on May 16, 2023. The purchase price of each share of common stock is $8.35. The purchase price of each pre-funded warrant is $8.349, which equals the price per share of common stock being sold to the public in this offering, minus $0.001. The RD Offering is being made pursuant to a shelf registration statement (No. 333-254366) on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2021, and related prospectus supplement. In the concurrent PIPE offering, the Company sold warrants to purchase up to 1,154,519 shares of common stock to the Purchasers, pursuant to a private warrant securities purchase agreement, dated May 1, 2023. In connection with the offering, the Company paid Univest Securities, LLC, the placement agent, a total cash fee equal to 7.0% of the aggregate gross proceeds received in the offering, a non-accountable expense allowance equal to 1% of the aggregate gross proceeds, and reimbursement for certain out-of-pocket accountable expenses incurred in this offering in the amount of $150,000. In addition, the Company issued to the placement agent warrants to purchase up to 115,452 shares of common stock at an exercise price of $10.02 per share, which represents 120% of the offering price of each share. The net proceeds from the Offering, after deducting placement agent discounts and commissions and estimated offering expenses payable by the Company, are approximately $8.5 million (assuming the warrants are not exercised). The Company used the net proceeds from the Offering for working capital and general corporate purposes. On June 22, 2023, the Company entered into a software purchase agreement with Northeast Management LLC, a seller unaffiliated with the Company. Pursuant to the agreement, the Company agreed to purchase and the seller agreed to sell all of seller’s right, title, and interest in and to the certain software. The purchase price of the software shall be $750,000, payable in the form of issuance of 187,500 shares of common stock of the Company, valued at $4.00 per share. The Company plans to use the software to develop video games. On June 26, 2023, the Company issued the shares to the seller’s designees and the transaction was completed. Warrants and options On July 29, 2015, the Company sold 10,000,000 units at a purchase price of $5.00 per unit (“Public Units”) in its initial public offering. Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one warrant. Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $2.88 per half share ($5.75 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will become exercisable on 30 days after the consummation of its initial Business Combination with China Sunlong on February 6, 2018. The warrants expired on February 5, 2023. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The sponsor of the Company purchased, simultaneously with the closing of the Public Offering on July 29, 2015, 500,000 units at $5.00 per unit in a private placement for an aggregate price of $2,500,000. Each unit purchased is substantially identical to the units sold in the Public Offering. The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 800,000 units exercisable at $5.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing the initial Business Combination, the option will effectively represent the right to purchase up to 800,000 shares of common stock and 800,000 warrants to purchase 400,000 shares at $5.75 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those issued in the Public Offering. In July 2016, the board of directors of the Company appointed two new directors. In August 2016, the sponsor of the Company granted an option to each of the two new directors to acquire 12,000 shares of common stock at a price of $4.90 per share vested immediately and exercisable commencing six months after closing of the initial Business Combination and expiring five years from the closing of the initial Business Combination. The aforementioned warrants and options are deemed to be effective on February 6, 2018, the date of the consummation of its initial business combination with China Sunlong, as the Company was deemed to be the accounting acquiree in the transaction and the transaction was treated as a recapitalization of China Sunlong. After the 1-for-30 reverse stock split effective on November 9, 2022, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse stock split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by thirty (30) and multiplying the exercise or conversion price thereof by thirty (30), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. The summary of warrant activity is as follows: Exercisable Weighted Average Warrants Number of Exercise Contractual Outstanding Shares Price Life December 31, 2022 4,539,674 151,323 $ 172.5 0.36 Granted/Acquired - - $ - - Forfeited - - $ - - Exercised - - - - June 30, 2023 4,539,674 151,323 $ 172.5 - The summary of option activity is as follows: Exercisable Weighted Average Options Number of Exercise Contractual Outstanding Shares Price Life December 31, 2022 824,000 27,467 $ 150.00 0.36 Granted/Acquired - - $ - - Forfeited - - $ - - Exercised - - - - June 30, 2023 824,000 27,467 $ 150.00 - |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | Note 14 – Commitments and contingencies Contingencies From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 15 – Segment reporting The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company’s chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being income from operations. The Company’s remain business segment and operations are Highlight Media and AI Catalysis. The Company’s consolidated results of operations and consolidated financial position from continuing operations are almost all attributable to Highlight Media and AI Catalysis; accordingly, management believes that the consolidated balance sheets and statement of operations provide the relevant information to assess Highlight Media AI Catalysis’s performance. The following represents assets by division as of: Total assets as of June 30, December 31, Highlight Media $ 210,157 $ 489,195 AI Catalysis 250,000 GDC, Citi Profit BVI , TMSR HK , Highlight HK, Highlight WFOE and Makesi WFOE 11,349,227 3,311,713 Total Assets $ 11,809,384 $ 3,800,908 Total revenues of June 30, June 30, Highlight Media $ 132,173 $ - AI Catalysis 150,000 GDC, Citi Profit BVI , TMSR HK , Highlight HK, Highlight WFOE and Makesi WFOE - - - - Total revenues $ 282,173 $ - |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 16 – Discontinued Operations The following depicts the financial position for the discounted operations of Wuge as of June 30, 2023 and December 31, 2022, and the result of operations for the discounted operations of Wuge for the six months ended June 30, 2023 and 2022. Results of Operations For the For the REVENUES Wuge digital door signs $ - $ 7,616,615 TOTAL REVENUES - 7,616,615 COST OF REVENUES Wuge digital door signs - 5,527,950 TOTAL COST OF REVENUES - 5,527,950 GROSS PROFIT - 2,088,665 OPERATING EXPENSES Selling, general and administrative - 1,605,935 TOTAL OPERATING EXPENSES - 1,605,935 INCOME FROM OPERATIONS - 482,730 OTHER INCOME (EXPENSE) Interest income - 65,251 Interest expense - (935 ) Other income, net - 70,830 Total other income, net - 135,146 INCOME BEFORE INCOME TAXES - 617,876 PROVISION FOR INCOME TAXES - 314,787 NET INCOME $ - $ 303,089 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17 – Subsequent events None. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of consolidation | Principles of consolidation The unaudited condensed financial statements of the Company include the accounts of GDC and its wholly owned subsidiaries and VIE. All intercompany transactions and balances are eliminated upon consolidation. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of intangible assets, deferred revenues and plant and equipment, impairment of long-lived assets, collectability of receivables, present value and lease liabilities. Actual results could differ from these estimates. |
Foreign currency translation and transaction | Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included in accumulated other comprehensive income amounted to $67,177 and $179,460 as of June 30, 2023 and December 31, 2022, respectively. The balance sheet amounts, with the exception of shareholders’ equity at June 30, 2023 and December 31, 2022 were translated at 7.25 RMB and 6.38 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2023 and 2022 were 6.93 RMB and 6.48 RMB, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. |
Accounts receivable, net | Accounts receivable, net Accounts receivable include trade accounts due from customers. An allowance for doubtful accounts may be established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. |
Prepayments | Prepayments Prepayments are funds deposited or advanced to outside vendors for future inventory or services purchases. As a standard practice in China, many of the Company’s vendors require a certain amount to be deposited with them as a guarantee that the Company will complete its purchases on a timely basis. This amount is refundable and bears no interest. The Company has legally binding contracts with its vendors, which require any outstanding prepayments to be returned to the Company when the contract ends. |
Plant and equipment | Plant and equipment Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method after consideration of the estimated useful lives of the assets and estimated residual value. The estimated useful lives and residual value are as follows: Useful Life Estimated Office equipment and furnishing 5 years 5 % The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. |
Intangible assets | Intangible assets Intangible assets represent software, and it is stated at cost, less accumulated amortization. Research and development costs associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets. The software has finite useful lives and is amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The Company amortizes the cost of software, over their useful life using the straight-line method. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances revised estimates of useful lives. The estimated useful lives is as follows: Useful Life Software 5 years |
Lease | Lease The Company determines if an arrangement is a lease at inception. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no significant finance leases. The Company recognizes lease liabilities and corresponding right-of-use assets on the balance sheet for leases. Operating lease right-of-use assets are included in non-current prepayments, receivables and other assets and operating lease liabilities are included in current accrued expenses, accounts payable and other liabilities and other non-current liabilities on the consolidated balance sheets. Operating lease right-of-use assets and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit, including consideration of the impact of the COVID-19 pandemic. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including plant, equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. |
Fair value measurement | Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, notes receivable, accounts receivable, other receivables, prepayments, accounts payable, other payables and accrued liabilities, customer deposits, short term loans and taxes payable to approximate their fair values because of their short term nature. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. |
Customer deposits | Customer deposits Highlight Media typically receives customer deposits for services to be rendered from its customers. As Highlight Media delivers the services, it will recognize these deposits to results of operations in accordance to its revenue recognition policy. |
Revenue recognition | Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue, other than retainage revenues, was recognized based on the amount of consideration we expect to receive in exchange for satisfying the performance obligations. However, the impact of the Company’s retainage revenue was not material as of the date of adoption, and as a result, did not result in an adjustment. The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are primarily recognized at a point in time. The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition except its retainage revenues. An entity will also be required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does not control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. The company, as a principal, provides services to clients under separate contracts, generating revenue. The pricing terms specified in the contracts are fixed. An obligation to perform is identified in contracts with clients. Revenue is recognized over the period in which the services are earned. Payments received prior to the relevant criteria for revenue recognition are met, are recorded as customer deposits. The Company’s disaggregate revenue streams are summarized as follows: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Enterprise brand management services $ 56,799 $ - $ 132,173 $ - Software copyright 150,000 - 150,000 - Total revenues $ 206,799 $ - $ 282,173 $ - |
Income taxes | Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company incurred no such penalties and interest for the three months ended June 30, 2023 and 2022. As of June 30, 2023, the Company’s PRC tax returns filed for 2020, 2021 and 2022 remain subject to examination by any applicable tax authorities. |
Earnings per share | Earnings per share Basic earnings per share are computed by dividing income available to common shareholders of the Company by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares. 9,079,348 and 10,500,000 of outstanding warrants which is equivalent to convertible of 4,539,674 and 5,250,000 common shares were excluded from the diluted earnings per share calculation due to its antidilutive effect for the three months ended June 30, 2023 and 2022, respectively. 824,000 of outstanding options were excluded from the diluted earnings per share calculation due to its antidilutive effect for the three months ended June 30, 2023 and 2022. |
Recently issued accounting pronouncements | Recently accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15 December 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for the Company for the year ending March 31, 2025 and interim reporting periods during the year ending March 31, 2025. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Nature of Business and Organi_2
Nature of Business and Organization (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Business and Organization [Abstract] | |
Schedule of Consolidated Financial Statements Reflect the Activities of CCNC | The accompanying consolidated financial statements reflect the activities of GDC and each of the following entities: Name Background Ownership Citi Profit BVI ● A British Virgin Island company Incorporated on April 2019 100% owned by the Company TMSR HK 2 ● A Hong Kong company 100% owned by Citi Profit BVI ● Incorporated on April 2019 Highlight HK ● A Hong Kong company 100% owned by Citi Profit BVI ● Incorporated on November 2022 Makesi WFOE 2 ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) 100% owned by TMSR HK ● Incorporated on December 2020 Highlight WFOE ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) 100% owned by Highlight HK ● Incorporated on January 2023 Wuge 1 ● A PRC limited liability company VIE of Makesi WFOE ● Incorporated on July 4, 2019 Highlight Media ● A PRC limited liability company VIE of Makesi WFOE ● Incorporated on September 16, 2022 AI Catalysis ● A Nevada company ● Incorporated on May 2023 100% owned by the Company 1 Disposed on September 28, 2022 2 Disposed on June 26, 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Plant and Equipment | The estimated useful lives and residual value are as follows: Useful Life Estimated Office equipment and furnishing 5 years 5 % |
Schedule of Estimated Useful Lives of Intangible Assets | The estimated useful lives are as follows: Useful Life Software 5 years |
Schedule of Disaggregate Revenue | The Company’s disaggregate revenue streams are summarized as follows: For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Enterprise brand management services $ 56,799 $ - $ 132,173 $ - Software copyright 150,000 - 150,000 - Total revenues $ 206,799 $ - $ 282,173 $ - |
Business Combination and Rest_2
Business Combination and Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Restructuring [Abstract] | |
Schedule of Net Purchase Price Allocation | The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Highlight Media based on a valuation performed by an independent valuation firm engaged by the Company: Total consideration at fair value $ 2,250,000 |
Schedule of the Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition Date | Fair Cash $ 47,498 Other current assets 107,828 Plant and equipment 1,205 Other noncurrent assets - Goodwill 2,121,947 Total asset 2,278,478 Accounts payable 14,170 Taxes Payable 363 Other Payable 13,945 Total liabilities 28,478 Net asset acquired $ 2,250,000 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entity [Abstract] | |
Schedule of Carrying Amount of the VIE’s Assets and Liabilities | The carrying amount of the VIE’s assets and liabilities are as follows: June 30, December 31, 2023 2022 Cash and cash equivalents 62,615 215,880 Accounts receivable, net 68,077 194,520 Other receivables, net 78,684 78,293 Prepayments 303 - Total current assets $ 209,679 $ 488,693 Plants and equipment 478 502 Other non-current assets - - Total assets 210,157 489,195 Current liabilities 111,110 333,784 Non-current liabilities - - Total liabilities 111,110 333,784 Net assets $ 99,047 $ 155,411 June 30, December 31, 2023 2022 Accounts payable $ 179 $ 116,105 Other payables and accrued liabilities 1,739 13,469 Other payables – related party 35,188 - Tax payables 269 195,732 Customer Advances 68,953 8,478 Wages payable 4,782 - Total current liabilities 111,110 333,784 Lease liabilities – non-current - - Total liabilities $ 111,110 $ 333,784 |
Schedule of Summarized Operating Results of the VIE’s | The summarized operating results of the VIE’s are as follows: For the 2023 Operating revenues $ 206,799 Gross profit 184,611 Income from operations (177,496 ) Net loss $ (176,807 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Receivable [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following: June 30, December 31, Accounts receivable $ 221,044 $ 197,640 Less: Allowance for doubtful accounts (2,967 ) (3,120 ) Total accounts receivable, net $ 218,077 $ 194,520 |
Schedule of Movement of Allowance for Doubtful Accounts | Movement of allowance for doubtful accounts is as follows: June 30, December 31, Beginning balance $ (3,120 ) $ - Addition - (3,120 ) Exchange rate effect 153 - Ending balance $ (2,967 ) $ (3,120 ) |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Receivables [Abstract] | |
Schedule of Other Receivables | June 30, December 31, Receivable from disposal of Wuge $ - $ 948,000 Receivable from disposal of TMSR HK 100,000 - Receivable for subscription of convertible bonds 1,000,000 - Others 78,684 78,293 Total other receivables, net $ 1,178,684 $ 1,026,293 |
Plant and Equipment, Net (Table
Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Plant and Equipment, Net [Abstract] | |
Schedule of Plant and Equipment, Net | Plant and equipment consist of the following: June 30, December 31, Office equipment and furniture $ 14,191 $ 10,039 Subtotal 14,191 10,039 Less: accumulated depreciation (9,159 ) (9,537 ) Total $ 5,032 $ 502 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets consist of the following: June 30, December 31, Software $ 750,000 $ - Subtotal 750,000 - Less: accumulated amortization - - Total $ 750,000 $ - |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
Schedule of Carrying Amount of Goodwill Business Units | The changes in the carrying amount of goodwill by business units are as follows : Highlight Media Total Balance as of December 31, 2022 $ 2,190,485 $ 2,190,485 Foreign currency translation adjustment (106,967 ) (106,967 ) Balance as of June 30, 2023 $ 2,083,518 $ 2,083,518 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Balances and Transactions [Abstract] | |
Schedule of Other Payables – Related Parties | Other payables – related parties: Name of related party Relationship June 30, December 31, Shanghai Highlight Asset Management Co. LTD A company in which shareholder hold shares $ 35,188 $ 195,732 Total $ 35,188 $ 195,732 |
Taxes (Tables)
Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Taxes [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of deferred tax assets were as follows: June 30, December 31, Net operating losses carried forward – U.S. $ 57,909 $ 4,574,581 Valuation allowance (57,909 ) (4,574,581 ) Deferred tax assets, net $ - $ - |
Schedule of Taxes Payable | Taxes payable consisted of the following: June 30, December 31, VAT taxes payable $ - $ 8,478 Other taxes payable 269 Total $ 269 $ 8,478 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrant and Option Activity | The summary of warrant activity is as follows: Exercisable Weighted Average Warrants Number of Exercise Contractual Outstanding Shares Price Life December 31, 2022 4,539,674 151,323 $ 172.5 0.36 Granted/Acquired - - $ - - Forfeited - - $ - - Exercised - - - - June 30, 2023 4,539,674 151,323 $ 172.5 - Exercisable Weighted Average Options Number of Exercise Contractual Outstanding Shares Price Life December 31, 2022 824,000 27,467 $ 150.00 0.36 Granted/Acquired - - $ - - Forfeited - - $ - - Exercised - - - - June 30, 2023 824,000 27,467 $ 150.00 - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Assets by Division | The following represents assets by division as of: Total assets as of June 30, December 31, Highlight Media $ 210,157 $ 489,195 AI Catalysis 250,000 GDC, Citi Profit BVI , TMSR HK , Highlight HK, Highlight WFOE and Makesi WFOE 11,349,227 3,311,713 Total Assets $ 11,809,384 $ 3,800,908 Total revenues of June 30, June 30, Highlight Media $ 132,173 $ - AI Catalysis 150,000 GDC, Citi Profit BVI , TMSR HK , Highlight HK, Highlight WFOE and Makesi WFOE - - - - Total revenues $ 282,173 $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Financial Position for the Discounted Operations | The following depicts the financial position for the discounted operations of Wuge as of June 30, 2023 and December 31, 2022, and the result of operations for the discounted operations of Wuge for the six months ended June 30, 2023 and 2022. Results of Operations For the For the REVENUES Wuge digital door signs $ - $ 7,616,615 TOTAL REVENUES - 7,616,615 COST OF REVENUES Wuge digital door signs - 5,527,950 TOTAL COST OF REVENUES - 5,527,950 GROSS PROFIT - 2,088,665 OPERATING EXPENSES Selling, general and administrative - 1,605,935 TOTAL OPERATING EXPENSES - 1,605,935 INCOME FROM OPERATIONS - 482,730 OTHER INCOME (EXPENSE) Interest income - 65,251 Interest expense - (935 ) Other income, net - 70,830 Total other income, net - 135,146 INCOME BEFORE INCOME TAXES - 617,876 PROVISION FOR INCOME TAXES - 314,787 NET INCOME $ - $ 303,089 |
Nature of Business and Organi_3
Nature of Business and Organization (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Sep. 28, 2022 | Sep. 28, 2022 | Mar. 30, 2021 | Jun. 30, 2023 | Jun. 26, 2023 | |
Nature of Business and Organization (Details) [Line Items] | |||||
Average closing price (in Dollars per share) | $ 0.237 | ||||
Purchase transaction (in Dollars) | $ 100,000 | ||||
Agreement term | 20 years | ||||
Average closing price per share (in Dollars per share) | $ 0.237 | $ 0.237 | |||
Makesi WFOE [Member] | |||||
Nature of Business and Organization (Details) [Line Items] | |||||
Agreement term | 20 years | ||||
Voting Rights Proxy and Financial Support Agreement [Member] | |||||
Nature of Business and Organization (Details) [Line Items] | |||||
Purchase transaction (in Dollars) | $ 100,000 | ||||
Agreement term | 20 years | ||||
Shanghai Yuanma Food and Beverage Management Co., Ltd. [Member] | |||||
Nature of Business and Organization (Details) [Line Items] | |||||
Equity interest percentage | 100% |
Nature of Business and Organi_4
Nature of Business and Organization (Details) - Schedule of Consolidated Financial Statements Reflect the Activities of CCNC | 6 Months Ended | |
Jun. 30, 2023 | ||
Citi Profit BVI [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A British Virgin Island company Incorporated on April 2019 | |
Ownership | 100% owned by the Company | |
TMSR HK [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A Hong Kong company | [1] |
Ownership | 100% owned by Citi Profit BVI | [1] |
TMSR HK One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● Incorporated on April 2019 | [1] |
Highlight HK [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A Hong Kong company | |
Ownership | 100% owned by Citi Profit BVI | |
Highlight HK One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● Incorporated on November 2022 | |
Makesi WFOE [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) | [1] |
Ownership | 100% owned by TMSR HK | [1] |
Makesi WFOE One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● Incorporated on December 2020 | [1] |
Highlight WFOE [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) | |
Ownership | 100% owned by Highlight HK | |
Highlight WFOE One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● Incorporated on January 2023 | |
Wuge [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A PRC limited liability company | [2] |
Ownership | VIE of Makesi WFOE | [2] |
Wuge One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● Incorporated on July 4, 2019 | [2] |
Highlight Media [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A PRC limited liability company | |
Ownership | VIE of Makesi WFOE | |
Highlight Media One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● Incorporated on September 16, 2022 | |
Citi Profit BVI [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | ● A Nevada company ● Incorporated on May 2023 | |
Ownership | 100% owned by the Company | |
[1]Disposed on June 26, 2023[2]Disposed on September 28, 2022 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 CNY (¥) ¥ / shares shares | Jun. 30, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) ¥ / shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Other Comprehensive Income, Other, Net of Tax (in Dollars) | $ | $ 67,177 | $ 179,460 | |||
Exception of shareholders’ equity (in Yuan Renminbi) | ¥ | ¥ 7.25 | ¥ 6.38 | |||
Exception of shareholders’ equity per share (in Yuan Renminbi per share) | ¥ / shares | ¥ 1 | ¥ 1 | |||
Average rates of income accounts (in Yuan Renminbi) | ¥ | ¥ 6.93 | ¥ 6.48 | |||
Tax benefit percentage | 50% | 50% | |||
Outstanding warrants | 9,079,348 | 9,079,348 | 10,500,000 | ||
Antidilutive effect | 824,000 | 824,000 | 824,000 | ||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive effect | 4,539,674 | 4,539,674 | 5,250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Plant and Equipment - Office equipment and furnishing [Member] | Jun. 30, 2023 |
Schedule of estimated useful lives of plant and equipment [Abstract] | |
Plant and equipment, Useful Life | 5 years |
Plant and equipment, Estimated Residual Value | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Software [Member] | |
Schedule of estimated useful lives of intangible assets [Abstract] | |
Useful Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of disaggregate revenue [Abstract] | ||||
Total revenues | $ 206,799 | $ 282,173 | ||
Enterprise Brand Management Services [Member] | ||||
Schedule of disaggregate revenue [Abstract] | ||||
Total revenues | 56,799 | 132,173 | ||
Software Copyright [Member] | ||||
Schedule of disaggregate revenue [Abstract] | ||||
Total revenues | $ 150,000 | $ 150,000 |
Business Combination and Rest_3
Business Combination and Restructuring (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Sep. 16, 2022 | |
Business Combination and Restructuring (Details) [Line Items] | ||
Goodwill expected | ||
Highlight Media [Member] | ||
Business Combination and Restructuring (Details) [Line Items] | ||
Goodwill arising | $ 2.1 | |
Purchase Agreement [Member] | ||
Business Combination and Restructuring (Details) [Line Items] | ||
Issue an aggregate shares (in Shares) | 9,000,000 | |
Percentage sf service fee | 100% |
Business Combination and Rest_4
Business Combination and Restructuring (Details) - Schedule of Net Purchase Price Allocation | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Schedule of Net Purchase Price Allocation [Abstract] | |
Total consideration at fair value | $ 2,250,000 |
Business Combination and Rest_5
Business Combination and Restructuring (Details) - Schedule of the Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition Date - Wuge Member | Jun. 30, 2023 USD ($) |
Schedule of the Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition Date [Abstract] | |
Cash | $ 47,498 |
Other current assets | 107,828 |
Plant and equipment | 1,205 |
Other noncurrent assets | |
Goodwill | 2,121,947 |
Total asset | 2,278,478 |
Accounts payable | 14,170 |
Taxes Payable | 363 |
Other Payable | 13,945 |
Total liabilities | 28,478 |
Net asset acquired | $ 2,250,000 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) | 1 Months Ended | ||
Sep. 28, 2022 | Jun. 26, 2023 | Mar. 30, 2021 | |
Variable Interest Entity [Abstract] | |||
CCNC Shares are valued per share | $ 0.237 | $ 0.237 | |
Transaction amount | $ 100,000 |
Variable Interest Entity (Det_2
Variable Interest Entity (Details) - Schedule of Carrying Amount of the VIE’s Assets and Liabilities - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of carrying amount of the VIE’s assets and liabilities [Abstract] | ||
Cash and cash equivalents | $ 62,615 | $ 215,880 |
Accounts receivable, net | 68,077 | 194,520 |
Other receivables, net | 78,684 | 78,293 |
Prepayments | 303 | |
Total current assets | 209,679 | 488,693 |
Plants and equipment | 478 | 502 |
Other non-current assets | ||
Total assets | 210,157 | 489,195 |
Current liabilities | 111,110 | 333,784 |
Non-current liabilities | ||
Total liabilities | 111,110 | 333,784 |
Net assets | 99,047 | 155,411 |
Accounts payable | 179 | 116,105 |
Other payables and accrued liabilities | 1,739 | 13,469 |
Other payables – related party | 35,188 | |
Tax payables | 269 | 195,732 |
Customer Advances | 68,953 | 8,478 |
Wages payable | 4,782 | |
Total current liabilities | 111,110 | 333,784 |
Lease liabilities – non-current | ||
Total liabilities | $ 111,110 | $ 333,784 |
Variable Interest Entity (Det_3
Variable Interest Entity (Details) - Schedule of Summarized Operating Results of the VIE’s - Variable Interest Entities Member | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Variable Interest Entity (Details) - Schedule of Summarized Operating Results of the VIE’s [Line Items] | |
Operating revenues | $ 206,799 |
Gross profit | 184,611 |
Income from operations | (177,496) |
Net loss | $ (176,807) |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable [Abstract] | ||
Accounts receivable | $ 221,044 | $ 197,640 |
Less: Allowance for doubtful accounts | (2,967) | (3,120) |
Total accounts receivable, net | $ 218,077 | $ 194,520 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of Movement of Allowance for Doubtful Accounts - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Movement of Allowance for Doubtful Accounts [Abstract] | ||
Beginning balance | $ (3,120) | |
Addition | (3,120) | |
Exchange rate effect | 153 | |
Ending balance | $ (2,967) | $ (3,120) |
Other Receivables (Details)
Other Receivables (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Other Receivables (Details) [Line Items] | ||
Consideration received value | $ 1,178,684 | $ 1,026,293 |
Convertible bonds | 1,000,000 | |
Other Receivables [Member] | ||
Other Receivables (Details) [Line Items] | ||
Consideration received value | $ 100,000 | $ 948,000 |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of Other Receivables - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Other Receivables [Abstract] | ||
Receivable from disposal of Wuge | $ 948,000 | |
Receivable from disposal of TMSR HK | 100,000 | |
Receivable for subscription of convertible bonds | 1,000,000 | |
Others | 78,684 | 78,293 |
Total other receivables, net | $ 1,178,684 | $ 1,026,293 |
Plant and Equipment, Net (Detai
Plant and Equipment, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Plant and Equipment, Net [Abstract] | ||
Depreciation and expense | $ 88 | $ 33,839 |
Plant and Equipment, Net (Det_2
Plant and Equipment, Net (Details) - Schedule of Plant and Equipment, Net - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (9,159) | $ (9,537) |
Total | 5,032 | 502 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 14,191 | $ 10,039 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets, Net [Abstract] | ||
Amortization expense |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | ||
Total | 750,000 | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | $ 750,000 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Carrying Amount of Goodwill Business Units | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Highlight Media [Member] | |
Goodwill [Line Items] | |
Balance as beginning | $ 2,190,485 |
Foreign currency translation adjustment | (106,967) |
Balance as ending | 2,083,518 |
Wuge [Member] | |
Goodwill [Line Items] | |
Balance as beginning | 2,190,485 |
Foreign currency translation adjustment | (106,967) |
Balance as ending | $ 2,083,518 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - Schedule of Other Payables – Related Parties - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Balances and Transactions (Details) - Schedule of Other Payables – Related Parties [Line Items] | ||
Other payables - related parties | $ 35,188 | $ 195,732 |
Shanghai Highlight Asset Management Co. LTD [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of Other Payables – Related Parties [Line Items] | ||
Relationship | A company in which shareholder hold shares | |
Other payables - related parties | $ 35,188 | $ 195,732 |
Taxes (Details)
Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Apr. 30, 2019 | May 31, 2018 | Dec. 22, 2017 | Jun. 30, 2023 | Jun. 30, 2022 | |
Taxes (Details) [Line Items] | |||||
Organized amount (in Dollars) | |||||
Valuation allowance | 100% | ||||
Effective rate percentage | 10.50% | ||||
Maximum [Member] | |||||
Taxes (Details) [Line Items] | |||||
Corporate tax rate percentage | 34% | ||||
Effective rate percentage | 13.125% | ||||
Value added tax | 13% | 17% | |||
Gross sales price, percentage | 16% | ||||
Minimum [Member] | |||||
Taxes (Details) [Line Items] | |||||
Corporate tax rate percentage | 21% | ||||
Effective rate percentage | 10.50% | 10.50% | |||
Value added tax | 6% | 6% | |||
Gross sales price, percentage | 6% | ||||
United States [Member] | |||||
Taxes (Details) [Line Items] | |||||
Operating loss carry forward (in Dollars) | $ 0 | ||||
Hong Kong [Member] | |||||
Taxes (Details) [Line Items] | |||||
Foreign tax rate, percentage | 16.50% | ||||
PRC [Member] | |||||
Taxes (Details) [Line Items] | |||||
Foreign tax rate, percentage | 25% |
Taxes (Details) - Schedule of D
Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Tax Assets [Abstract] | ||
Net operating losses carried forward – U.S. | $ 57,909 | $ 4,574,581 |
Valuation allowance | (57,909) | (4,574,581) |
Deferred tax assets, net |
Taxes (Details) - Schedule of T
Taxes (Details) - Schedule of Taxes Payable - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Taxes Payable [Abstract] | ||
VAT taxes payable | $ 8,478 | |
Other taxes payable | 269 | 8,478 |
Total | $ 269 | $ 8,478 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
UNITED STATES [Member] | ||
Concentration of Risk (Details) [Line Items] | ||
Deposits concentration of risk | $ 7,338,124 | $ 173,228 |
Credit Concentration Risk [Member] | ||
Concentration of Risk (Details) [Line Items] | ||
Deposits concentration of risk | $ 62,615 | $ 215,880 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
May 04, 2023 | Jun. 22, 2023 | Jul. 31, 2016 | Jul. 29, 2015 | Jun. 30, 2023 | Dec. 31, 2022 | |
Equity (Details) [Line Items] | ||||||
Tax profits percentage | 10% | |||||
Registered capital percentage | 50% | |||||
Asset purchase agreement, description | the Company sold warrants to purchase up to 1,154,519 shares of common stock to the Purchasers, pursuant to a private warrant securities purchase agreement, dated May 1, 2023. In connection with the offering, the Company paid Univest Securities, LLC, the placement agent, a total cash fee equal to 7.0% of the aggregate gross proceeds received in the offering, a non-accountable expense allowance equal to 1% of the aggregate gross proceeds, and reimbursement for certain out-of-pocket accountable expenses incurred in this offering in the amount of $150,000. In addition, the Company issued to the placement agent warrants to purchase up to 115,452 shares of common stock at an exercise price of $10.02 per share, which represents 120% of the offering price of each share. The net proceeds from the Offering, after deducting placement agent discounts and commissions and estimated offering expenses payable by the Company, are approximately $8.5 million (assuming the warrants are not exercised). | |||||
Purchase software | $ 750,000 | |||||
Common stock shares issuance | 187,500 | |||||
Common stock at per share | $ 4 | |||||
Wuge [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Media amounted | $ 99,047 | |||||
Makesi WFOE [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Media amounted | $ 492,315 | |||||
Warrant [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Units at a purchase price | 10,000,000 | |||||
Purchase price per share | $ 5 | |||||
Warrants and options | the Company’s common stock, $0.0001 par value, and one warrant. Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $2.88 per half share ($5.75 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will become exercisable on 30 days after the consummation of its initial Business Combination with China Sunlong on February 6, 2018. The warrants expired on February 5, 2023. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | |||||
Securities Purchase Agreement Member | ||||||
Equity (Details) [Line Items] | ||||||
Common stock, description | the Company sold an aggregate of 310,168 shares of common stock of the Company, par value $0.0001 per share, and pre-funded warrants to purchase up to an aggregate of 844,351 shares of common stock are sold to certain purchasers, pursuant to a securities purchase agreement, dated May 1, 2023, as amended on May 16, 2023. The purchase price of each share of common stock is $8.35. The purchase price of each pre-funded warrant is $8.349, which equals the price per share of common stock being sold to the public in this offering, minus $0.001. The RD Offering is being made pursuant to a shelf registration statement (No. 333-254366) on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2021, and related prospectus supplement. | |||||
Director [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Common stock at per share | $ 4.9 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Director [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Acquire shares of common stock | 12,000 | |||||
Sponsor [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Units at a purchase price | 500,000 | |||||
Purchase price per share | $ 5 | |||||
Aggregate price | $ 2,500,000 | |||||
Underwriter Member | ||||||
Equity (Details) [Line Items] | ||||||
Common stock, description | The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 800,000 units exercisable at $5.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing the initial Business Combination, the option will effectively represent the right to purchase up to 800,000 shares of common stock and 800,000 warrants to purchase 400,000 shares at $5.75 per full share for an aggregate maximum amount of $6,300,000. |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Warrant and Option Activity | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrant Activity [Member] | |
Schedule of Warrant and Option Activity [Abstract] | |
Outstanding, Beginning balance | 4,539,674 |
Exercisable Into Number of Shares, Beginning balance | 151,323 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ / shares | $ 172.5 |
Average Remaining Contractual Life, Beginning balance | 4 months 9 days |
Outstanding, Ending balance | 4,539,674 |
Exercisable Into Number of Shares, Ending balance | 151,323 |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ / shares | $ 172.5 |
Average Remaining Contractual Life, Ending balance | |
Outstanding, Granted/Acquired | |
Exercisable Into Number of Shares, Granted/Acquired | |
Weighted Average Exercise Price, Granted/Acquired (in Dollars per share) | $ / shares | |
Average Remaining Contractual Life, Granted/Acquired | |
Outstanding, Forfeited | |
Exercisable Into Number of Shares, Forfeited | |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares | |
Average Remaining Contractual Life, Forfeited | |
Outstanding, Exercised | |
Exercisable Into Number of Shares, Exercised | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | |
Average Remaining Contractual Life, Exercised | |
Option Activity [Member] | |
Schedule of Warrant and Option Activity [Abstract] | |
Outstanding, Beginning balance | 824,000 |
Exercisable Into Number of Shares, Beginning balance | 27,467 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ / shares | $ 150 |
Average Remaining Contractual Life, Beginning balance | 4 months 9 days |
Outstanding, Ending balance | 824,000 |
Exercisable Into Number of Shares, Ending balance | 27,467 |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ / shares | $ 150 |
Average Remaining Contractual Life, Ending balance | |
Outstanding, Granted/Acquired | |
Exercisable Into Number of Shares, Granted/Acquired | |
Weighted Average Exercise Price, Granted/Acquired (in Dollars per share) | $ / shares | |
Average Remaining Contractual Life, Granted/Acquired | |
Outstanding, Forfeited | |
Exercisable Into Number of Shares, Forfeited | |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares | |
Average Remaining Contractual Life, Forfeited | |
Outstanding, Exercised | |
Exercisable Into Number of Shares, Exercised | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | |
Average Remaining Contractual Life, Exercised |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Assets by Division - Other Segments [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 11,809,384 | $ 3,800,908 |
Total revenues | 282,173 | |
Highlight Media [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 210,157 | 489,195 |
Total revenues | 132,173 | |
AI Catalysis [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 250,000 | |
Total revenues | 150,000 | |
GDC, Citi Profit BVI , TMSR HK , Highlight HK, Highlight WFOE and Makesi WFOE [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 11,349,227 | 3,311,713 |
Total revenues |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of Financial Position for the Discounted Operations - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUES | ||
Wuge digital door signs | $ 7,616,615 | |
TOTAL REVENUES | 7,616,615 | |
COST OF REVENUES | ||
Wuge digital door signs | 5,527,950 | |
TOTAL COST OF REVENUES | 5,527,950 | |
GROSS PROFIT | 2,088,665 | |
OPERATING EXPENSES | ||
Selling, general and administrative | 1,605,935 | |
TOTAL OPERATING EXPENSES | 1,605,935 | |
INCOME FROM OPERATIONS | 482,730 | |
OTHER INCOME (EXPENSE) | ||
Interest income | 65,251 | |
Interest expense | (935) | |
Other income, net | 70,830 | |
Total other income, net | 135,146 | |
INCOME BEFORE INCOME TAXES | 617,876 | |
PROVISION FOR INCOME TAXES | 314,787 | |
NET INCOME | $ 303,089 |