GD Culture Group(GDC)

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GD Culture Group(GDC) - 2021 Q2 - Quarterly Report
2021-08-11 16:00
[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's analysis of the company's financial condition and operational results [ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) This section presents the unaudited condensed consolidated financial statements for the period ended June 30, 2021, including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets increased to **$45.1 million** from **$25.1 million** at the end of 2020, driven by significant increases in cash and plant and equipment, while total liabilities and shareholders' equity also grew | Financial Metric | June 30, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $19,251,392 | $998,717 | | Plant and Equipment, Net | $5,734,958 | $82,833 | | Total Assets | $45,113,983 | $25,135,119 | | **Liabilities & Equity** | | | | Total Liabilities | $6,922,930 | $3,222,364 | | Total Shareholders' Equity | $38,191,053 | $21,912,755 | | Total Liabilities and Shareholders' Equity | $45,113,983 | $25,135,119 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2021, revenues significantly increased to **$6.9 million**, but a substantial rise in operating expenses led to a **$20.2 million** loss from operations and a **$29.6 million** net loss Three Months Ended June 30 | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | | :--- | :--- | :--- | | Total Revenues | $3,495,731 | $46,482 | | Gross Profit | $3,341,838 | $38,870 | | Income (Loss) from Operations | ($5,793,547) | ($167,312) | | Net Income (Loss) | ($3,208,989) | $6,772,568 | | Basic and Diluted EPS | ($0.09) | $0.25 | Six Months Ended June 30 | Metric | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Total Revenues | $6,876,290 | $46,482 | | Gross Profit | $6,717,604 | $38,870 | | Income (Loss) from Operations | ($20,178,663) | ($880,894) | | Net Income (Loss) | ($29,553,783) | $6,958,969 | | Basic and Diluted EPS | ($0.85) | $0.25 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was **$3.3 million**, while net cash provided by financing activities was substantial at **$22.8 million**, primarily from common stock issuance, resulting in a **$18.3 million** net increase in cash | Cash Flow Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | ($3,333,791) | $1,005,664 | | Net cash used in investing activities | ($1,211,929) | ($4,502,936) | | Net cash provided by financing activities | $22,795,027 | $3,013,714 | | Net (Decrease)/Increase in Cash | $18,252,675 | ($544,047) | | Cash and Cash Equivalents, End of Period | $19,251,392 | $1,939,520 | - Significant non-cash financing and investing activities for the six months ended June 30, 2021, included the issuance of common stock for bonuses (**$2.6 million**), purchase of Bitcoin mining machines (**$6.2 million**), and employee compensation (**$16.9 million**)[17](index=17&type=chunk) [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) The notes provide critical context to the financial statements, detailing the company's history of reverse mergers, acquisitions, and dispositions, including the strategic pivot towards digital currency mining - On March 30, 2021, the company sold its subsidiary Tongrong WFOE, which contractually controlled the Rong Hai coal business, with this disposition treated as a discontinued operation[39](index=39&type=chunk)[106](index=106&type=chunk) - The company's primary operations are now conducted through its Variable Interest Entity (VIE), Sichuan Wuge Network Games Co., Ltd. ("Wuge"), which was acquired in January 2020[34](index=34&type=chunk)[99](index=99&type=chunk)[104](index=104&type=chunk) - As a subsequent event, on July 28, 2021, the company entered into an agreement to purchase additional digital currency mining machines for approximately **$16.4 million**, payable in **7.6 million** shares of common stock[167](index=167&type=chunk)[168](index=168&type=chunk) - The company received **54 crypto coin wallets** holding Bitcoin valued at approximately **$1.81 million** as part of a make good provision, which was recorded as other income and an indefinite-life intangible asset[118](index=118&type=chunk)[119](index=119&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=38&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's strategic shift following the disposition of its coal wholesale business to focus on IoT and electronic token business, with a significant pivot towards cryptocurrency mining, impacting revenue, expenses, and liquidity [Recent Development](index=39&type=section&id=Recent%20Development) The company has aggressively moved into cryptocurrency mining, with agreements to purchase **10,000 Bitcoin mining machines** for **~$6.2 million** and additional machines for **~$16.4 million**, both payable in stock, and formed a joint venture for a digital energy carbon neutral innovation platform - The company entered into an asset purchase agreement on February 23, 2021, to acquire **10,000 Bitcoin mining machines** for a purchase price of **~$6.16 million**, payable in **1,587,800 shares** of common stock[175](index=175&type=chunk) - On July 28, 2021, the company agreed to purchase additional digital currency mining machines for **~$16.44 million**, payable in **7,647,493 shares** of common stock, to further develop its mining operations[177](index=177&type=chunk) - A joint venture was formed on June 1, 2021, to create a digital energy carbon neutral innovation platform, with the company contributing **$1 million** for a **51% interest**[177](index=177&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) For the three months ended June 30, 2021, revenues surged to **$3.5 million**, but operating expenses ballooned to **$9.1 million**, resulting in a **$5.8 million** loss from operations, and a **$29.6 million** net loss for the six-month period Three Months Ended June 30 | Metric (Three Months Ended June 30) | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $3,495,731 | $46,482 | +7,420.6% | | Gross Profit | $3,341,838 | $38,870 | +8,497.5% | | Operating Expenses | $9,135,385 | $206,182 | +4,330.7% | | Loss from Operations | ($5,793,547) | ($167,312) | +3,362.7% | | Net (Loss) Income | ($3,208,989) | $6,772,568 | -147.4% | Six Months Ended June 30 | Metric (Six Months Ended June 30) | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $6,876,290 | $46,482 | +14,693.4% | | Gross Profit | $6,717,604 | $38,870 | +17,182.2% | | Operating Expenses | $26,896,267 | $919,764 | +2,824.3% | | Loss from Operations | ($20,178,663) | ($880,894) | +2,190.7% | | Net (Loss) Income | ($29,553,783) | $6,958,969 | -524.7% | - The significant increase in operating expenses for both the three and six-month periods was mainly attributed to increased employee compensation[192](index=192&type=chunk)[199](index=199&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity position improved significantly, with cash increasing to **$19.3 million** as of June 30, 2021, primarily due to **$22.8 million** in net cash provided by financing activities from common stock issuance - Cash and cash equivalents increased to **$19,251,392** at June 30, 2021, from **$998,717** at December 31, 2020[225](index=225&type=chunk) - Net cash provided by financing activities was **$22.8 million** for the six months ended June 30, 2021, mainly from **$22.5 million** in proceeds from the issuance of common stock[228](index=228&type=chunk) - Net working capital was approximately **$21.7 million** as of June 30, 2021[223](index=223&type=chunk) [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=48&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company identifies several market risks, including credit risk from unsecured accounts receivable and uninsured cash deposits, liquidity risk, inflation risk, and foreign currency risk due to RMB-denominated operations - Credit Risk: The company is exposed to credit risk from unsecured accounts receivable and cash held in PRC financial institutions, which is not government-insured[229](index=229&type=chunk)[230](index=230&type=chunk) - Foreign Currency Risk: A majority of operating activities are denominated in RMB, which is not freely convertible and is subject to PRC government policies, creating foreign exchange risk[233](index=233&type=chunk) [CONTROLS AND PROCEDURES](index=48&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) As of March 31, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective, with no material changes to internal control over financial reporting during the most recent fiscal quarter - Management, including the CEO and CFO, concluded that as of March 31, 2021, the company's disclosure controls and procedures were not effective[235](index=235&type=chunk) [PART II — OTHER INFORMATION](index=50&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers other information including legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [LEGAL PROCEEDINGS](index=50&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings during the period - No legal proceedings were reported[237](index=237&type=chunk) [RISK FACTORS](index=50&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section is not applicable as the company qualifies as a smaller reporting company - Not applicable for smaller reporting companies[237](index=237&type=chunk) [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=50&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[237](index=237&type=chunk) [EXHIBITS](index=50&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the quarterly report, including CEO and CFO certifications and Inline XBRL data files - The report includes required certifications from the Co-Chief Executive Officer, President, and Chief Financial Officer, as well as Inline XBRL documents[239](index=239&type=chunk)
GD Culture Group(GDC) - 2020 Q4 - Annual Report
2021-03-25 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | Nevada | 47-3709051 | | --- | --- | | (State or ot ...
GD Culture Group(GDC) - 2020 Q3 - Quarterly Report
2020-11-13 22:22
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | --- | --- | |------ ...
GD Culture Group(GDC) - 2020 Q2 - Quarterly Report
2020-08-13 14:09
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | ...
GD Culture Group(GDC) - 2020 Q1 - Quarterly Report
2020-06-26 18:43
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | --- | --- | |---------- ...
GD Culture Group(GDC) - 2019 Q4 - Annual Report
2020-04-17 21:27
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 TMSR HOLDING COMPANY LIMITED (Exact name of registrant as specified in its charter) Nevada 47-3709051 (State or other jurisdiction of incorp ...
GD Culture Group(GDC) - 2019 Q3 - Quarterly Report
2019-11-14 17:20
Business Combinations and Acquisitions - TMSR Holding Company Limited completed a business combination with JM Global, resulting in the issuance of 8,995,428 shares of common stock [171]. - The acquisition of Wuhan HOST Coating Materials Co., Ltd. was finalized for a total consideration of $11.2 million, including $5.2 million in cash and $6.0 million in stock [174]. - The acquisition of Rong Hai Electric Power Fuel Co., Ltd. included the issuance of 4,630,000 shares of common stock [176]. - The company established a fully owned subsidiary, Fujian Shengrong, with registered capital of approximately $1.5 million [172]. - The company is actively seeking acquisition opportunities for more compatible businesses following the disposal of non-core operations [173]. Financial Performance - Total revenues increased by approximately $3.6 million, or 119.1%, to approximately $6.7 million for the three months ended September 30, 2019, compared to approximately $3.1 million for the same period in 2018 [184]. - Revenues from coating and fuel materials increased by 293.4% to $6,075,560 for the three months ended September 30, 2019, compared to $1,544,466 for the same period in 2018 [183]. - Revenues from solid waste recycling systems and equipment increased by 31.9% to $668,714 for the three months ended September 30, 2019, compared to $506,988 for the same period in 2018 [183]. - Total revenues increased by approximately $6.9 million, or 34.7%, to approximately $26.8 million for the nine months ended September 30, 2019, compared to approximately $19.9 million for the same period in 2018 [215]. - Revenues from coating and fuel materials surged by 749.0% to $22.5 million for the nine months ended September 30, 2019, compared to $2.7 million for the same period in 2018 [215]. - Revenues from solid waste recycling systems and equipment decreased by approximately $11.8 million, or 76.4%, to $3.6 million for the nine months ended September 30, 2019 [216]. Profitability and Expenses - Gross profit decreased by 4.1% to $983,724 for the three months ended September 30, 2019, compared to $1,025,316 for the same period in 2018 [183]. - Net income decreased by 44.3% to $134,456 for the three months ended September 30, 2019, compared to $241,501 for the same period in 2018 [183]. - Gross profit decreased by approximately $280,182, or 7.3%, to approximately $3.5 million for the nine months ended September 30, 2019 [215]. - Operating expenses increased by approximately $2.5 million, or 12630.0%, to $2.5 million for the nine months ended September 30, 2019 [215]. - Net income decreased by approximately $2.2 million, or 74.7%, to approximately $763,016 for the nine months ended September 30, 2019 [214]. Taxation and Income - The effective tax rate increased from 19.2% for the three months ended September 30, 2018, to 30.3% for the same period in 2019 [213]. - The effective tax rate increased from 19.7% for the six months ended September 30, 2018, to 28.6% for the nine months ended September 30, 2019, due to non-deductible expenses [245]. - Provision for income tax was approximately $0.3 million during the nine months ended September 30, 2019, compared to approximately $0.7 million for the same period in 2018 [245]. Cash Flow and Working Capital - Net cash used in operating activities was approximately $1.6 million for the nine months ended September 30, 2019, a decrease from approximately $1.9 million for the same period in 2018 [268]. - Net cash provided by financing activities was approximately $2.5 million for the nine months ended September 30, 2019, compared to approximately $0.7 million for the same period in 2018 [270]. - As of September 30, 2019, the company had cash amounting to $1,421,472, an increase from $726,737 as of December 31, 2018 [267]. - As of September 30, 2019, the company's net working capital was approximately $0.8 million, with over 34% of current liabilities from other payables related to major shareholders [264]. - The company expects to continue generating cash flow from operations in the next twelve months, with a net working capital of $5.1 million after removing related party liabilities [264]. Risks and Challenges - The company managed credit risk through in-house research and analysis of the Chinese economy and required prepayment from customers prior to production [272]. - Liquidity risk is controlled by financial position analysis and monitoring procedures, with potential short-term funding from financial institutions if necessary [275]. - The company is exposed to inflation risk, which could impair operating results if raw material and overhead costs increase significantly [276]. - A majority of the company's operating activities and assets are denominated in RMB, exposing it to foreign currency risk due to regulatory controls on currency exchange [277]. Market Trends and Future Outlook - The PRC's annual economic growth rate declined from 7.7% in 2013 to 6.6% in 2018, with an expected further slowdown to 6.2% in 2019 [179]. - The company is focusing on solid waste recycling systems and environmental control business opportunities following the disposal of Hubei Shengrong [177]. - The company has observed trends in government efforts to control industrial solid waste discharge, which may impact operations [178]. - The company is in the process of searching for suitable vendors to produce solid waste recycling products, which is expected to positively impact future revenues [185]. - The company anticipates that revenues will rise again once suitable vendors are located for solid waste recycling equipment and systems business [196]. - The company expects revenues to rise once suitable vendors for solid waste recycling equipment are located [227].
GD Culture Group(GDC) - 2019 Q2 - Quarterly Report
2019-08-14 15:22
Business Combinations and Acquisitions - TMSR Holding Company Limited completed a business combination with JM Global, resulting in the issuance of 8,995,428 shares of common stock to the sellers[184]. - The acquisition of Wuhan HOST Coating Materials Co., Ltd. was finalized for a total consideration of $11.2 million, including $5.2 million in cash and $6.0 million in stock[187]. - The acquisition of Rong Hai Electric Power Fuel Co., Ltd. involved issuing 4,630,000 shares of common stock in exchange for control over the company[189]. - The company has shifted its focus towards the research, development, and sale of solid waste recycling systems while pursuing compatible acquisition opportunities[186]. Financial Performance - Total revenues increased by approximately $3.5 million, or 37.2%, to approximately $12.8 million for the three months ended June 30, 2019, compared to approximately $9.3 million for the same period in 2018[197]. - Revenues from solid waste recycling systems and equipment decreased by approximately $4.8 million, or 61.9%, to $3.0 million for the three months ended June 30, 2019, due to a decrease in orders[198]. - Revenues from coating and fuel materials increased significantly by 743.2% to $9.3 million for the three months ended June 30, 2019, driven by the acquisition of Rong Hai[196]. - Total revenues increased by approximately $3.2 million, or 19.2%, to approximately $20.0 million for the six months ended June 30, 2019, compared to approximately $16.8 million for the same period in 2018[228]. - Revenues from coating and fuel materials increased by approximately $15.3 million, or 1383.6%, to $16.4 million for the six months ended June 30, 2019, compared to $1.1 million for the same period in 2018[229]. - Net income decreased by approximately $2.1 million, or 77.3%, to approximately $628,560 for the six months ended June 30, 2019, compared to approximately $2.8 million for the same period in 2018[227]. Operational Changes and Challenges - The company disposed of its subsidiary TJComex BVI, which had minimal contribution to operations, to improve overall financial condition and focus on solid waste recycling[186]. - The company is actively seeking to dispose of Hubei Shengrong due to a government policy change requiring facility relocation, which is expected to take 7-8 years[190]. - The company has observed trends in government efforts to control industrial solid waste discharge, which may directly impact operations[191]. - The company continues to rely on a small number of long-term customers, and losing major customers could significantly impact operations[195]. - The company is affected by China's economic conditions and regulatory environment, which could materially impact demand for its services[193]. Cost and Profitability - Cost of revenues for coating and fuel materials increased by approximately $15.3 million, or 2288.1%, to $16.0 million for the six months ended June 30, 2019, compared to $669,067 for the same period in 2018[229]. - Gross profit increased by approximately $55,478, or 2.2%, to approximately $2.6 million for the six months ended June 30, 2019, compared to approximately $2.5 million for the same period in 2018[228]. - The gross margin decreased from approximately 18.7% for the three months ended June 30, 2018, to approximately 17.9% for the same period in 2019, primarily due to increased sales of lower-margin products[221]. Cash Flow and Liquidity - Net cash used in operating activities for the six months ended June 30, 2019, was $(2,292,289), compared to $(886,009) for the same period in 2018[281]. - Cash provided by financing activities was $2,984,000 for the six months ended June 30, 2019, compared to $1,568,024 for the same period in 2018[281]. - As of June 30, 2019, net working capital was approximately $0.7 million, but after removing related party payables, it was $5.1 million[278]. - The company expects to continue generating cash flow from operations in the next twelve months[279]. Risks and Uncertainties - Credit risk is a significant concern for the company, with accounts receivable being typically unsecured and derived from customer revenue[285]. - The company manages credit risk through credit approvals, limits, and monitoring procedures, requiring prepayment from customers before production or delivery[287]. - Liquidity risk is present, with the company monitoring its financial position and seeking short-term funding from financial institutions when necessary[289]. - The company is exposed to inflation risk, which could impact operating results if raw material and overhead costs increase significantly[290]. - A majority of the company's operations and assets are denominated in RMB, exposing it to foreign currency risk due to regulatory controls on currency conversion[291].
GD Culture Group(GDC) - 2019 Q1 - Quarterly Report
2019-05-15 02:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 TMSR HOLDING COMPANY LIMITED (Exact name of registrant as specified in its charter) | --- | --- | |-------------- ...