0001213900-24-029042 | 10-K | XBRL Viewer

December 31,
2023

December 31,
2022

Weighted average remaining lease term:

Operating lease

Weighted average discount rate:

Operating lease

Print Document

Discontinued Operations (Details) - Schedule of Discounted Operations - Discounted operations [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
REVENUES
TOTAL REVENUES	$ 165,993	$ 7,769,919
COST OF REVENUES
TOTAL COST OF REVENUES	88,658	5,625,720
GROSS PROFIT	77,335	2,144,199
OPERATING EXPENSES
Selling, general and administrative	2,209,894	8,225,301
Provision for doubtful accounts		20,085,243
TOTAL OPERATING EXPENSES	2,209,894	28,310,544
LOSS FROM OPERATIONS	(2,132,559)	(26,166,345)
OTHER INCOME (EXPENSE)
Interest income	49	65,274
Interest expense	(248)	(1,022)
Other income, net	709	70,831
Total other income, net	510	135,083
LOSS BEFORE INCOME TAXES	(2,132,049)	(26,031,262)
PROVISION FOR INCOME TAXES		315,933
NET LOSS	(2,132,049)	(26,347,195)
Enterprise brand management services [Member]
REVENUES
TOTAL REVENUES	165,993	153,304
COST OF REVENUES
TOTAL COST OF REVENUES	88,658	97,770
Wuge digital door signs [Member]
REVENUES
TOTAL REVENUES		7,616,615
COST OF REVENUES
TOTAL COST OF REVENUES		$ 5,527,950

Equipment, Net

12 Months Ended

Dec. 31, 2023

Equipment, Net [Abstract]

Equipment, net

Note 9 – Equipment, net

Equipment, net consisted of the following as of December 31, 2023 and 2022:

	December 31, 2023			December 31, 2022
Office equipment and furniture	$	14,190		$	10,039
Less: accumulated depreciation		(1,679	)		(9,537	)
Total	$	12,511		$	502

Depreciation expense for the years ended December 31, 2023 and 2022 amounted to $1,679 and $718, respectively.

Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net	Dec. 31, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 3,653,104
Less: accumulated amortization	(345,155)
Total	3,307,949
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 3,653,104

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (12,521,618)	$ (30,821,955)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	HTL International, LLC
Auditor Firm ID	7000
Auditor Location	Houston, Texas

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Weighted Average Number of Common Stocks Diluted (in Shares)	3,227,302	1,531,316
Loss per share from continuing operations Diluted	$ (3.22)	$ (0.27)
Loss per share from discontinued operations Diluted	(0.66)	(19.86)
Loss per share available to common stockholders Diluted	$ (3.88)	$ (20.13)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-03(13))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-1

+ Details

Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Taxes [Abstract]

Schedule of Current and Deferred Components of Income Tax Expenses

The current and deferred components of income tax expenses from continuing operations appearing in the consolidated statements of comprehensive loss are as follows:

	December 31,		December 31,
	2023		2022
Current tax	$	-	$	-
Deferred tax		327,822		-
Total	$	327,822	$	-

Schedule of Deferred Income Tax Assets and Liabilities

The principal components of the Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 are as follows:

	December 31,			December 31,
	2023			2022
Deferred tax assets
Net operating losses carried forward	$	6,295,697		$	4,574,581
Lease liability		352,102			-
Valuation allowance		(6,647,799	)		(4,574,581	)
Deferred tax assets, net	$	-		$	-
Deferred tax liabilities
Right - Of - Use assets	$	327,822		$	-
Deferred tax liabilities, net	$	327,822		$	-

Schedule of Taxes Payable

Taxes payable consisted of the following:

	December 31, 2023		December 31, 2022
VAT taxes payable	$	-	$	8,478

Total	$	-	$	8,478

Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net [Abstract]

Intangible Assets, Net

Note 10 – Intangible Assets, net

Intangible assets consisted of the following as of December 31, 2023:

	December 31, 2023
Software	$	3,653,104
Subtotal		3,653,104
Less: accumulated amortization		(345,155	)
Total	$	3,307,949

The Company’s intangible assets include a software of $750,000 purchased from a third party by issuance of 180,000 of the Company’s common stock (as disclosed in Note 17) and software of $2,903,104 purchased by the Company in cash. The Company amortizes its software over their estimated useful lives and reviews these assets for impairment.

Amortization expense for the year ended December 31, 2023 was $345,155.

Concentration of Risk (Details) - USD ($)	12 Months Ended
Concentration of Risk (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Concentration of Risk (Details) [Line Items]
Federal deposit insurance	$ 250,000
Excess federal deposit insurance	4,458,402
PRC [Member]
Concentration of Risk (Details) [Line Items]
Deposit with various financial institutions	$ 211,222	$ 215,880

Equipment, Net (Details) - Schedule of Equipment, Net - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Equipment, Net [Abstract]
Office equipment and furniture	$ 14,190	$ 10,039
Less: accumulated depreciation	(1,679)	(9,537)
Total	$ 12,511	$ 502

Other Receivables (Details) - USD ($)		12 Months Ended
Other Receivables (Details) - USD ($)	Mar. 09, 2023	Dec. 31, 2022
Other Receivables (Details) [Line Items]
Cancellation share of common stock	$ 133,333
Wuge Member
Other Receivables (Details) [Line Items]
Consideration amount		$ 948,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (14,346,748)	$ (30,821,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of equipment	1,679	718
Amortization of intangible assets	345,155
Lease expenses of right-of-use assets	106,159
Impairment of prepaid and other current assets		20,082,123
(Gain)/loss from the disposal of discontinued operations or subsidiaries	(99,638)	4,060,609
Impairment of goodwill	2,070,753	6,590,339
Change in operating assets and liabilities
Accounts receivable	97,804	(158,392)
Other receivables	(14,283)	1,540
Other receivable - related party		189,320
Inventories		(2,946)
Prepaid and other current assets	(1,291,192)	(66,823)
Other assets	(250,740)
Accounts payable	(127,297)	291,234
Other payables and accrued liabilities	10,457	227,636
Customer deposits	68,531	(2,116,847)
Lease liabilities	9,459
Taxes payable	(8,478)	(484)
Other payable - related parties	(139,927)	837,717
Deferred tax liability	327,822
Net cash used in operating activities	(13,240,484)	(886,211)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in cash from acquisition of Highlight Media		215,880
Net increase (decrease) in cash from disposal of discontinued operations or subsidiaries	199,980	(12,702,666)
Purchase of intangible assets	(2,903,104)
Purchase of equipment	(14,190)	(6,566)
Purchase of convertible notes	(2,500,000)
Net cash used in investing activities	(5,217,314)	(12,493,352)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	12,515,452
Proceeds from issuance of pre-funded warrants	5,089,043
Contribution by noncontrolling interest shareholder	5,483,930
Net cash provided by financing activities	23,088,425
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS	155,783	(819,659)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	4,786,410	(14,199,222)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	389,108	14,588,330
CASH AND CASH EQUIVALENTS, END OF YEAR	5,175,518	389,108
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax
Cash paid for interest		1,022
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for acquisition right, title, and interest in and to the certain software	750,000
Issuance of common stock for acquisition of Yuan Ma		7,680,000
Issuance of common stock for acquisition of Highlight Media		2,250,000
The cancellation of the common stock	948,000	32,844,710
Exercise of pre-funded warrants	96
Fair value changes of convertible notes receivable	$ 102,027

Assets and Liabilities Measured at Fair Value (Tables)

12 Months Ended

Dec. 31, 2023

Assets and Liabilities Measured at Fair Value [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Notes receivable - DigiTrax Convertible Notes	$	1,048,219	$	—	$	—	$	1,048,219
Notes receivable - Liquid Convertible Notes		1,553,808		—		—		1,553,808
Total	$	2,602,027	$	—	$	—	$	2,602,027

Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Plant and Equipment - Office equipment and furnishing [Member]	Dec. 31, 2023
Plant and equipment, Useful Life	5 years
Plant and equipment, Estimated Residual Value	5.00%

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 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

Residual

Value

Office equipment and furnishing

5 years

Schedule of Estimated Useful Lives of Intangible Assets

The estimated useful life is as follows:

		Useful Life
Software		5 years

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 18 – 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.

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net [Abstract]

Schedule of Intangible Assets, Net

Intangible assets consisted of the following as of December 31, 2023:

	December 31, 2023
Software	$	3,653,104
Subtotal		3,653,104
Less: accumulated amortization		(345,155	)
Total	$	3,307,949

Convertible Notes Receivable (Details) - Schedule of Convertible Notes Receivable	Dec. 31, 2023 USD ($)
Schedule Of Convertible Notes Receivable Abstract
Convertible notes receivable	$ 2,602,027
Total	$ 2,602,027

Assets and Liabilities Measured at Fair Value (Details) - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis	Dec. 31, 2023 USD ($)
Assets
Convertible notes receivable	$ 2,602,027
DigiTrax Convertible Notes [Member]
Assets
Convertible notes receivable	1,048,219
Liquid Convertible Notes [Member]
Assets
Convertible notes receivable	1,553,808
Quoted Prices In Active Markets (Level 1) [Member]
Assets
Convertible notes receivable
Quoted Prices In Active Markets (Level 1) [Member] \| DigiTrax Convertible Notes [Member]
Assets
Convertible notes receivable
Quoted Prices In Active Markets (Level 1) [Member] \| Liquid Convertible Notes [Member]
Assets
Convertible notes receivable
Significant Other Observable Inputs (Level 2) [Member]
Assets
Convertible notes receivable
Significant Other Observable Inputs (Level 2) [Member] \| DigiTrax Convertible Notes [Member]
Assets
Convertible notes receivable
Significant Other Observable Inputs (Level 2) [Member] \| Liquid Convertible Notes [Member]
Assets
Convertible notes receivable
Significant Other Unobservable Inputs (Level 3) [Member]
Assets
Convertible notes receivable	2,602,027
Significant Other Unobservable Inputs (Level 3) [Member] \| DigiTrax Convertible Notes [Member]
Assets
Convertible notes receivable	1,048,219
Significant Other Unobservable Inputs (Level 3) [Member] \| Liquid Convertible Notes [Member]
Assets
Convertible notes receivable	$ 1,553,808

Taxes

12 Months Ended

Dec. 31, 2023

Taxes [Abstract]

Taxes

Note 15 – Taxes

Income tax

United States

GDC was organized in the state of Delaware in April 2015. As of December 31, 2023 and 2022, GDC’s net operating loss carry forward for United States income taxes was approximately $6.3 million and $4.6 million, respectively. The net operating loss carry forwards are available to reduce future years’ taxable income through year 2039. Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s operating history and continued losses in the United States. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management reviews this valuation allowance periodically and makes changes accordingly.

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 is no impact of GILTI for the years ended December 31, 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.

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 and Highlight HK are 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. TMSR and Highlight HK are subject to Hong Kong profit tax at a rate of 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million for the years ended December 31, 2023 and 2022. 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, Highlight Media, Yuanma and SH Xianzhui 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.

The current and deferred components of income tax expenses from continuing operations appearing in the consolidated statements of comprehensive loss are as follows:

	December 31,		December 31,
	2023		2022
Current tax	$	-	$	-
Deferred tax		327,822		-
Total	$	327,822	$	-

The principal components of the Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 are as follows:

	December 31,			December 31,
	2023			2022
Deferred tax assets
Net operating losses carried forward	$	6,295,697		$	4,574,581
Lease liability		352,102			-
Valuation allowance		(6,647,799	)		(4,574,581	)
Deferred tax assets, net	$	-		$	-
Deferred tax liabilities
Right - Of - Use assets	$	327,822		$	-
Deferred tax liabilities, net	$	327,822		$	-

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 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:

	December 31, 2023		December 31, 2022
VAT taxes payable	$	-	$	8,478

Total	$	-	$	8,478

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Leases (Details) - Schedule of Lease Payments Term	Dec. 31, 2023	Dec. 31, 2022
Weighted average remaining lease term:
Operating lease, weighted average Lease term	4 years 9 months 21 days
Weighted average discount rate:
Operating lease, weighted average discount rate	7.56%

Nature of Business and Organization

12 Months Ended

Dec. 31, 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. The Company currently conducts its operations on virtual content production (the “Virtual Content Production”) through the Company and two subsidiaries, AI Catalysis corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co., Ltd. (“SH Xianzhui”). The Company focuses its business mainly on: 1) AI-driven digital human creation and customization; 2) Live streaming and e-commerce, and, 3) Live Streaming Interactive Game. The Company has relentlessly been focusing on serving its customers and creating value for them through the continual innovation and optimization of its products and services. Currently, the Company’s subsidiaries, Citi Profit Investment Holding Limited (“Citi Profit BVI”), Highlights Culture Holding Co., Limited (“Highlight HK”), Shanghai Highlight Entertainment Co., Ltd. (“Highlight WFOE”) are holding companies with no material operations.

SH Xianzhui was incorporated by Highlight WFOE and other two shareholders on August 10, 2023. SH Xianzhui is principally engaged in the provision of social media marketing agency service. Highlight WFOE owns 73.3333% of the total equity interest of SH Xianzhui. On October 27, 2023, the Company entered into an equity purchase agreement with Highlight WFOE and Beijing Hehe Property Management Co., Ltd. (“Beijing Hehe”), which was amended on November 10, 2023 (such equity purchase agreement, as amended, the “Agreement” for purpose of this section “Investment in JV”), pursuant to which the Highlight WFOE agreed to purchase 13.3333% equity interest in SH Xianzhui from Beijing Hehe and the Company agreed to issue 400,000 shares of common stock of the Company, valued at $2.7820 per share, the average closing bid price of the common stock of GDC as of the five trading days immediately preceding the date of the Agreement, to Beijing Hehe or its assigns. On January 11, 2024, the Company issued the 400,000 shares of its common stock to Beijing Hehe and the transaction was completed. Up to the date of the financial statements were issued, the Company owns 73.3333% of the total equity interest of SH Xianzhui.

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 primarily focused on 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, the Company also conducted business through Sichuan Wuge Network Games Co., Ltd. (“Wuge”). Makesi WFOE had a series of contractual arrangement with Wuge that established a variable interest entity (the “VIE”) structure. For accounting purposes, Makesi WFOE was the primary beneficiary of Wuge. Accordingly, under U.S. GAAP, GDC treated Wuge as the consolidated affiliated entity and has consolidated Wuge’s financial statements prior to September 28, 2022. Wuge focused its business on research, development and application of Internet of Things (IoT) and electronic tokens Wuge digital door signs. On September 28, 2022, Makesi WFOE entered into a termination agreement with Wuge and the shareholders of Wuge to terminate the VIE Agreements and to cancel the shares previously issued to the shareholders of Wuge, based on the average closing price of $0.237 per share of the Company during the 30 trading days immediately prior to the date of the termination agreement. As a result of such termination, the Company no longer treats Wuge 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, the Company 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 sale of TMSR HK did not have any material impact on the Company’s consolidated financial statements.

Prior to September 26, 2023, the Company also conducted business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”). Highlight WFOE had a series of contractual arrangement with Highlight Media. For accounting purposes, Highlight WFOE was the primary beneficiary of Highlight Media. Accordingly, under U.S. GAAP, GDC treated Highlight Media as the consolidated affiliated entity and has consolidated Highlight Media’s financial results in GDC’s financial statements prior to September 26, 2023. Highlight Media was 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. On September 26, 2023, Highlight WFOE entered into a termination agreement with Highlight Media and the shareholders of Highlight Media to terminate the VIE Agreements and sold the interest in the VIE Agreements. As a result of such termination, the Company no longer treats Highlight Media as a consolidated affiliated entity or consolidates the financial results and balance sheet of Highlight Media in the Company’s consolidated financial statements under U.S. GAAP.

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 in April 2019	100% owned by the Company
TMSR HK	● A Hong Kong company ● Incorporated in April 2019 ● Disposed on June 26, 2023	100% owned by Citi Profit BVI
Highlight HK	● A Hong Kong company ● Incorporated in November 2022	100% owned by Citi Profit BVI
Makesi WFOE	● A PRC limited liability company and deemed a wholly foreign owned enterprise (WFOE) ● Incorporated in December 2020 ● Disposed on June 26, 2023	100% owned by TMSR HK
Highlight WFOE	● A PRC limited liability company and deemed a wholly foreign owned enterprise (WFOE) ● Incorporated in January 2023	100% owned by Highlight HK
Yuanma	● A PRC limited liability company ● Acquired on June 21, 2022 ● Disposed on June 26, 2023	VIE of Makesi WFOE
Wuge	● A PRC limited liability company ● Acquired on January 3, 2023 ● Disposed on September 28, 2022	VIE of Makesi WFOE
Highlight Media	● A PRC limited liability company ● Acquired on September 16, 2022 ● Disposed on September 26, 2023	VIE of Highlight WFOE
AI Catalysis	● A Nevada company ● Incorporated in May 2023	100% owned by the Company
SH Xianzhui	● A PRC limited liability company ● Incorporated in August 2023	73.3333% owned by Highlight WFOE

Contractual Arrangements

Wuge, Yuanma and Highlight Media were 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 Tongrong 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 terminated the VIE agreements with Wuge and the shareholders of Wuge.

Material terms of each of the VIE agreements with Yuanma are described below. The Company disposed TMSR HK, Makesi WFOE and Yuanma on June 26, 2023.

Technical Consultation and Services Agreement.

Pursuant to the technical consultation and services agreement between Makesi WFOE and Yuanma dated June 21, 2022, Makesi WFOE has the exclusive right to provide consultation services to Yuanma relating to Yuanma’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 Yuanma’s actual operation on a quarterly basis. This agreement will be effective for 20 years and can be extended by Makesi WFOE unilaterally by prior written notice to the other parties. Makesi WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Yuanma. 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 Makesi WFOE, Yuanma and Yuanma Shareholders dated June 21, 2022, Yuanma Shareholders pledged all of their equity interests in Yuanma to Makesi WFOE to guarantee Yuanma’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, Yuanma Shareholders will complete the registration of the equity pledge under the agreement with the competent local authority. If Yuanma 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 Yuanma Shareholders cease to be shareholders of Yuanma.

Equity Option Agreement.

Under the equity option agreement among Makesi WFOE, Yuanma and Yuanma Shareholders dated June 21, 2022, each of Yuanma Shareholders 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 Yuanma. Also, Makesi WFOE or its designee has the right to acquire any and all of its assets of Yuanma. Without Makesi WFOE’s prior written consent, Yuanma’s shareholders cannot transfer their equity interests in Yuanma and Yuanma 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, Yuanma and Yuanma Shareholders dated June 21, 2022, each Yuanma 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 Yuanma, including but not limited to the power to vote on its behalf on all matters of Yuanma requiring shareholder approval in accordance with the articles of association of Yuanma. 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 June 26, 2023, the Company sold all the issued and outstanding equity interest in TMSR HK.

Material terms of each of the VIE agreements with Highlight Media are described below. The VIE agreements with Highlight Media were terminated and the Company disposed Highlight Media as of September 26, 2023.

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 Highlight Media relating to Highlight Media’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 Highlight Media’s actual operation on a quarterly basis. This agreement will be effective as long as Highlight Media exists. Makesi WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Highlight Media.

Equity Pledge Agreement.

Under the equity pledge agreement among Makesi WFOE, Highlight Media and the shareholders of Highlight Media dated September 16, 2022, the shareholders of Highlight Media pledged all of their equity interests in Highlight Media to Makesi WFOE to guarantee Highlight Media’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, the shareholders of Highlight Media will complete the registration of the equity pledge under the agreement with the competent local authority. If Highlight Media 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 Highlight Media cease to be shareholders of Highlight Media.

Equity Option Agreement.

Under the equity option agreement among Makesi WFOE, Highlight Media and the shareholders of Highlight Media dated September 16, 2022, each of the shareholders of Highlight Media 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 Highlight Media. Also, Makesi WFOE or its designee has the right to acquire any and all of its assets of Highlight Media. Without Makesi WFOE’s prior written consent, Highlight Media’s shareholders cannot transfer their equity interests in Highlight Media and Highlight Media 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, Highlight Media and the shareholders of Highlight Media dated September 16, 2022, each Highlight Media 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 Highlight Media, including but not limited to the power to vote on its behalf on all matters of Highlight Media requiring shareholder approval in accordance with the articles of association of Highlight Media. 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.

On September 26, 2023, Highlight WFOE terminated the VIE agreements with Highlight Media and the shareholders of Highlight Media.

As of the date of this report, the Company primary operations are focused on the live streaming market with focus on e-commerce and live streaming interactive game in the United States through its subsidiaries AI Catalysis and SH Xianzhui. All Wuge digital door signs business and Highlight Media enterprise brand management service have been disposed.

Leases (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases [Line Items]
Current portion of operating lease liabilities	$ 358,998
Non-current portion of operating lease liabilities	$ 1,317,678

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Accounts Receivable [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
Accounts receivable	$	-	$	197,640
Less: allowance for doubtful accounts		-		(3,120	)
Total accounts receivable, net	$	-	$	194,520

Schedule of Movement of Allowance for Doubtful Accounts

Movement of the allowance for doubtful accounts is as follows:

	December 31, 2023			December 31, 2022
Beginning balance	$	3,120		$	-
Addition		-			3,120
Disposal of Highlight Media		(3,120	)		-
Ending balance	$	-		$	3,120

Summary of Significant Accounting Policies (Details)				12 Months Ended
Summary of Significant Accounting Policies (Details)	Nov. 30, 2023 USD ($) $ / shares shares	Nov. 01, 2023 shares	May 31, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
Summary of Significant Accounting Policies [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax, Portion Attributable to Parent (in Dollars) \| $				$ 73,279	$ 179,460
Tax benefits, description				The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
Exercise price of common stock (in Dollars per share) \| $ / shares	$ 3.019		$ 8.35
Pre-funded warrants (in Dollars) \| $	$ 3.018		$ 8.349
Remaining exercise price per share (in Dollars per share) \| $ / shares				$ 0.001
Purchase of warrant		577,260
Exercised shares				1,807,951
Warrant of common stock				180,000
Outstanding warrants	331,236			8,134,043	9,079,348
Antidilutive effect				3,904,879	4,539,674
Options [Member]
Summary of Significant Accounting Policies [Line Items]
Antidilutive effect					824,000
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Lease Term				1 year
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Lease Term				5 years 6 months
Pre-Funded Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Remaining exercise price per share (in Dollars per share) \| $ / shares				$ 0.001
Nominal consideration per share (in Dollars per share) \| $ / shares				$ 0.001
Outstanding warrants	912,503			912,503
Placement Agency Agreements [Member]
Summary of Significant Accounting Policies [Line Items]
Shares issued	1,876,103		844,351
Pre-funded warrants of common stock				1,807,951
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Warrant of common stock				1,489,763
RMB [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate				7.1	6.38
RMB [Member] \| Average Translation Rates [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate				7.08	6.73
USD [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate				1	1
USD [Member] \| Average Translation Rates [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate				1	1

Convertible Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Convertible Notes Receivable

The Company’s convertible notes receivable consisted of the following as of December 31, 2023:

	December 31, 2023
Convertible notes receivable	$	2,602,027
Total	$	2,602,027

Nature of Business and Organization (Details) - Schedule of Consolidated Financial Statements Reflect the Activities of GDC	12 Months Ended
	Dec. 31, 2023
Citi Profit BVI [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A British Virgin Island company Incorporated in April 2019
Ownership	100% owned by the Company
TMSR HK2 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A Hong Kong company ● Incorporated in April 2019 ● Disposed on June 26, 2023
Ownership	100% owned by Citi Profit BVI
Highlight HK [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A Hong Kong company ● Incorporated in November 2022
Ownership	100% owned by Citi Profit BVI
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) ● Incorporated in December 2020 ● Disposed on June 26, 2023
Ownership	100% owned by TMSR HK
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) ● Incorporated in January 2023
Ownership	100% owned by Highlight HK
Yuanma [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A PRC limited liability company ● Acquired on June 21, 2022 ● Disposed on June 26, 2023
Ownership	VIE of Makesi WFOE
Wuge [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A PRC limited liability company ● Acquired on January 3, 2023 ● Disposed on September 28, 2022
Ownership	VIE of Makesi WFOE
Highlight Media [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A PRC limited liability company ● Acquired on September 16, 2022 ● Disposed on September 26, 2023
Ownership	VIE of Highlight WFOE
AI Catalysis [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A Nevada company ● Incorporated in May 2023
Ownership	100% owned by the Company
SH Xianzhui [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Background	● A PRC limited liability company ● Incorporated in August 2023
Ownership	73.3333% owned by Highlight WFOE

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

Note 14 – Leases

Leases are classified as operating leases or finance leases in accordance with ASC 842 Leases. The Company’s operating leases mainly related to the rights to use building and office facilities. For leases with terms greater than 12 months, the Company records the related asset and liability at the present value of lease payments over the term. Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Company’s determination of lease payments when appropriate.

The balances for the operating leases where the Group is the lessee are presented as follows within the consolidated balance sheets:

	December 31, 2023		December 31, 2022
Operating lease right-of-use assets, net
Operating lease	$	1,561,058	$	-

Lease liabilities
Current portion of operating lease liabilities		358,998		-
Non-current portion of operating lease liabilities		1,317,678		-
	$	1,676,676	$	-

Future lease payments under operating leases as of December 31, 2023 were as follows:

	Operating Leases

FY2024	$	412,267
FY2025		386,829
FY2026		394,566
FY2027		402,457
FY2028		410,506
Total lease payments	$	2,006,625
Less: imputed interest		329,949
Present value of lease liabilities ⁽¹⁾	$	1,676,676

(1)	Present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $358,998 and $1,317,678, respectively, for the year ended December 31, 2023.

Taxes (Details) - Schedule of Taxes Payable - USD ($)	12 Months Ended
Taxes (Details) - Schedule of Taxes Payable - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Taxes Payable [Abstract]
VAT taxes payable		$ 8,478
Other taxes payable
Total		$ 8,478

Accounts Receivable (Details) - Schedule of Movement of Allowance for Doubtful Accounts - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Movement of Allowance for Doubtful Accounts [Abstract]
Beginning balance	$ 3,120
Addition		3,120
Disposal of Highlight Media	(3,120)
Ending balance		$ 3,120

Consolidated Statements of Changes in Shareholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Statutory Reserves	Unrestricted	Accumulated Other Comprehensive Income	Total GD Culture Group Limited Shareholders’ Equity	Non controlling Interest	Stock Subscription Receivable	Total
Balance at Dec. 31, 2021	$ 154	$ 83,038,827		$ (26,019,119)	$ 225,857			$ (25,165,728)	$ 32,079,991
Balance (in Shares) at Dec. 31, 2021	1,543,793
Net loss				(30,821,955)					(30,821,955)
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
Issuance of common stock for acquisition Highlight Media	$ 30	2,249,970	4,467						2,254,467
Issuance of common stock for acquisition Highlight Media (in Shares)	300,000
The cancellation of the common stock	$ (26)	(32,844,684)							(32,844,710)
The cancellation of the common stock (in Shares)	(254,916)
Stock subscription receivable from issuance of common stock								25,165,728	25,165,728
Foreign currency translation					(46,397)				(46,397)
Balance at Dec. 31, 2022	$ 184	60,124,087	4,467	(56,841,074)	179,460	$ 3,467,124			3,467,124
Balance (in Shares) at Dec. 31, 2022	1,844,877
Reclassification of statutory reserves due to disposal			(4,467)	4,467
Net loss				(12,521,618)		(12,521,618)	(1,825,130)		(14,346,748)
Issuance of common stock for cash, net of offering costs	$ 259	12,515,193				12,515,452			12,515,452
Issuance of common stock for cash, net of offering costs (in Shares)	2,590,772
Issuance of common stock for acquisition right, title, and interest in and to the certain software	$ 19	749,981				750,000			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	$ (13)	(947,987)				(948,000)			(948,000)
The cancellation of the common stock (in Shares)	(133,333)
Contribution by noncontrolling interest shareholder							5,483,930		5,483,930
Issuance of 1,876,103 pre-funded warrants for cash, net of offering costs		5,089,043				5,089,043			5,089,043
Exercise of pre-funded warrants	$ 96	(96)
Exercise of pre-funded warrants (in Shares)	963,600
Fair value changes of on available-for-sale investments					102,027	102,027			102,027
Foreign currency translation					(106,181)	(106,181)	154,836		48,655
Balance at Dec. 31, 2023	$ 545	$ 77,530,221		$ (69,358,225)	$ 175,306	$ 8,347,847	$ 3,813,636		$ 12,161,483
Balance (in Shares) at Dec. 31, 2023	5,453,416

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Other Payable – Related Parties

Other payable – related parties:

Name of related party	Relationship	Nature	December 31, 2023		December 31, 2022
Shanghai Highlight Asset Management Co. LTD⁽¹⁾	A company in which the then shareholder hold shares	Advances	$	-	$	195,732
Zihao Zhao	Chief Finance Officer	Accrued compensations		20,833		-
Total			$	20,833	$	195,732

(1)

In connection with the disposal of Highlight Media on September 26, 2023, the balance of other payable -related parties as of December 31, 2022 was settled as well.

Taxes (Details) - Schedule of Current and Deferred Components of Income Tax Expenses - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Current And Deferred Components Of Income Tax Expenses Abstract
Current tax
Deferred tax	327,822
Total	$ 327,822

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Business Combination and Restructuring (Details) - Schedule of the Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition Date	12 Months Ended
	Dec. 31, 2023 USD ($)
Total consideration at fair value	$ 2,250,000
Cash	47,498
Other current assets	107,828
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

Leases (Details) - Schedule of Future Lease Payments Under Operating Leases - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Schedule Of Future Lease Payments Under Operating Leases Abstract

$ 412,267

386,829

394,566

402,457

410,506

2,006,625

Less: imputed interest

329,949

Present value of lease liabilities

$ 1,676,676

^[1]

[1]	Present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $358,998 and $1,317,678, respectively, for the year ended December 31, 2023.

Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangible Assets	12 Months Ended
	Dec. 31, 2023
Software [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangible Assets [Line Items]
Useful Life	5 years

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 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 consolidated financial statements of the Company include the accounts of GDC and its wholly owned subsidiaries and VIEs. All intercompany transactions and balances are eliminated upon consolidation.

Use of Estimates and Assumptions

The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of intangible assets and equipment, impairment of long-lived assets, collectability of receivables, fair value of convertible notes, discount rate used to measure present value of lease liabilities and valuation allowance for deferred tax assets. Actual results could differ from these estimates.

Foreign Currency Translation and Transactions

The reporting currency of the Company is the U.S. dollar. The PRC subsidiaries of the Company conduct its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted set forth in the H.10 statistical release of the Federal Reserve Board at the end of the period. The statement of operations 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 $73,279 and $179,460 as of December 31, 2023 and 2022, respectively. The balance sheets amounts, with the exception of shareholders’ equity at December 31, 2023 and 2022 were translated at 7.10 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 statements of operations accounts for the years ended December 31, 2023 and 2022 were 7.08 RMB and 6.73 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

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.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and demand deposits placed with commercial banks or other financial institutions and highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less. All cash and cash equivalents are unrestricted as to withdrawal and use.

Prepaid and other current assets

Prepaid and other current assets are advances paid to outside vendors for future inventory or services purchases. The Company has legally binding contracts with its vendors, which require any outstanding prepayments to be returned to the Company when the contract ends.

Convertible Notes Receivable

The Company evaluated the terms of the DigiTrax Convertible Notes and the Liquid Convertible Notes (as defined in Note 13) according to ASC 320 “Investments — Debt Securities” and concluded that the convertible notes should be classified as an available-for-sale security and measured at fair value. To evaluate the fair value of the available-for-sale security, the Company used the valuation methodology of income approach, which is determined by the future cash flow forecast. The fair value changes of the convertible notes receivable were recorded as other comprehensive income.

Equipment

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

Residual

Value

Office equipment and furnishing

5 years

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 operations and comprehensive loss. 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 that are 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 life 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 (the “ROU”) are disclosed as non-current assets in the Company’s consolidated balance sheets. Current maturities of operating lease liabilities are classified as operating lease liabilities - current, and operating lease liabilities that will be due in more than one year are disclosed as 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.

Most leases have initial terms ranging from 1 to 5.5 years. The Company’s lease agreements did not include non-lease components. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any significant residual value guarantees or restricted covenants.

The Company evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the recoverability of the related asset group.

The Company reassesses of a contract is or contains a leasing arrangement and re-measures ROU assets and liabilities upon modification of the contract. The Company will derecognize ROU assets and liabilities, with difference recognized in the income statement on the contract termination.

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 Intangibles—Goodwill and Other, 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 equipment, intangible assets and ROU 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 individually or as a group at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other assets and liabilities. The Company assesses the recoverability of the assets (or group of assets) based on the undiscounted future cash flows the assets (or group of 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 (or group of assets) plus net proceeds expected from disposition of the asset (or group of assets), if any, are less than the carrying value of the asset (or group of assets). If an impairment is identified, the Company would reduce the carrying amount of the asset (or group of assets) to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. The carrying amount of the asset (or the long-lived assets in the asset group on a pro rata basis using the relative carrying amounts) is reduced to the extent not lower than the fair value of the asset. The adjusted carrying amounts after an impairment charge represent the new cost basis and is depreciated over their remaining useful lives.

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, accounts receivable, other receivables, accounts payable, other payables and accrued liabilities 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.

As of December 31, 2023 and 2022, the carrying values of cash, accounts receivable, other receivables, accounts payable, other payables and accrued liabilities approximate their fair values due to the short-term nature of the instruments. Fair value of convertible notes receivable has been discussed in Note 21.

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 ASC 606 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 ASC 606 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 ASC 606 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 did not have any revenue streams from continuing operations for the years ended December 31, 2023 and 2022.

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 years ended December 31, 2023 and 2022. As of December 31, 2023, the Company’s PRC tax returns filed for 2023 remain subject to examination by any applicable tax authorities.

Interest

Interest income is mainly generated from bank deposits and other interest earning financial assets and is recognized on an accrual basis using the effective interest method.

Net Loss per Common Stock

Basic loss per share is computed by dividing loss available to common stockholders of the Company by the weighted average common stocks outstanding during the period. Diluted loss per share takes into account the potential dilution that could occur if securities or other contracts to issue common stocks were exercised and converted into common stocks.

In May 2023 and November 2023 in connection with the placement agency agreements (see Note 17), the Company issued and sold pre-funded warrants exercisable for an aggregate of 844,351 and 1,876,103 shares of common stock, at the exercise price of $8.35 and $3.019 per share, of which $8.349 and $3.018 was pre-funded and paid to the Company upon issuance of the pre-funded warrants, respectively. The remaining exercise price of the pre-funded warrants is $0.001 per share. The pre-funded warrants are exercisable by the holders at any time and do not expire. On November 1, 2023, in connection with the Warrant Exchange Agreements (see Note 17), the holders of May 2023 Unregistered Warrants (as defined in Note 17) surrendered the May 2023 Unregistered Warrants, and the Company cancelled the May 2023 Unregistered Warrants and issued to these holders pre-funded warrants to purchase up to 577,260 shares of the Company’s common stock with no consideration.

For the year ended December 31, 2023, 1,807,951 pre-funded warrants representing 1,807,951 shares of the Company’s common stock were exercised for no consideration. The remaining pre-funded warrants are immediately exercisable after issuance and do not expire. As the remaining shares underlying the pre-funded warrants are issuable for nominal consideration of $0.001 per share, 1,489,763 in common stocks underlying the unexercised pre-funded warrants were considered outstanding for purposes of the calculation of loss per share as of December 31, 2023.

8,134,043 and 9,079,348 of outstanding warrants (excluding the Pre-funded Warrants and Exchange Warrants) which are equivalent to convertible of 3,904,879 and 4,539,674 common stocks were excluded from the diluted loss per share calculation due to its antidilutive effect for the years ended December 31, 2023 and 2022, respectively. Nil and 824,000 of outstanding options were excluded from the diluted loss per share calculation due to its antidilutive effect for the years ended December 31, 2023 and 2022.

Comprehensive Loss

Comprehensive loss is defined as the changes in equity of the Company during a year from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive income of the Company includes the foreign currency translation adjustments and unrealized gains or loss on available-for-sale investments.

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net loss or and financial position.

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 has evaluated and concluded that there’s no impact of the new guidance on the consolidated financial statements. The Company adopted ASU 2021-08 since January 1, 2024.

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 has evaluated and concluded that there’s no impact of the new guidance on the consolidated financial statements. The Company adopted ASU 2022-03 since January 1, 2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

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 consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates and Assumptions

Use of Estimates and Assumptions

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

Cash and cash equivalents

Cash and cash equivalents

Prepaid and other current assets

Prepaid and other current assets

Convertible Notes Receivable

Convertible Notes Receivable

Equipment

Equipment

Useful Life

Estimated

Residual

Value

Office equipment and furnishing

5 years

Intangible Assets

Intangible Assets

		Useful Life
Software		5 years

Lease

Lease

The Company evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the recoverability of the related asset group.

Goodwill

Goodwill

Impairment for Long-lived Assets

Impairment for Long-lived Assets

Fair value measuremen

Fair value measurement

●

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Revenue recognition

Revenue recognition

Payments received prior to the relevant criteria for revenue recognition are met, are recorded as customer deposits.

The Company did not have any revenue streams from continuing operations for the years ended December 31, 2023 and 2022.

Income Taxes

Income Taxes

Interest

Interest

Interest income is mainly generated from bank deposits and other interest earning financial assets and is recognized on an accrual basis using the effective interest method.

Net Loss per Common Stock

Net Loss per Common Stock

Comprehensive Loss

Comprehensive Loss

Reclassification

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net loss or and financial position.

Recently Accounting Pronouncements

Recently Accounting Pronouncements

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent events

Note 22 – Subsequent events

On January 11, 2024, the Company issued the 400,000 shares of its common stock to Beijing Hehe and the transaction is completed. Up to the date of the consolidated financial statements were issued, the Company owns 73.3333% of the total equity interest of SH Xianzhui.

On February 15, 2024 and March 19, 2024, holders of 513,841 of the November 2023 Pre-Funded Warrants exercised their option to purchase 513,841 shares of the Company’s common stock, leaving 398,662 of November 2023 Pre-Funded Warrants still outstanding.

In March 2024, the Company entered into a placement agency agreement (the “March 2024 Placement Agency Agreement”), with Univest, pursuant to which, Univest agrees to use its reasonable best efforts to sell the Company’s common stock in a registered direct offering and a concurrent private placement (the “March 2024 Offering”). Univest has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of securities.

Pursuant to the March 2024 Offering, an aggregate of 810,277 shares of common stock of the Company, par value $0.0001 per share, were sold to certain purchasers (the “March 2024 Offering Purchasers”), pursuant to a securities purchase agreement, dated March 22, 2024 (the “March 2024 Securities Purchase Agreement”) at a price of $1.144 per common stock, for aggregated proceeds of approximately $0.9 million. The Company paid Univest a cash fee equal to 4.0% of the aggregate gross proceeds raised in the March 2024 Offering. The Company also issued warrants to Univest to purchase up to 40,514 shares of common stock of the Company at an exercise price of $1.373 per share, (the “March 2024 Placement Agent Warrants”). The March 2024 Placement Agent Warrants and the common stock underlying the March 2024 Placement Agent Warrants were not registered under the Securities Act, pursuant to the registration statement of March 2024 Offering. The March 2024 Placement Agent Warrants were issued pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

On March 26, 2024, holders of 865,376 November 2023 Registered Warrants exercised their options to purchase 709,877 shares of the Company’s common stock.

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Lease Payments Term

Schedule of Balances for the Operating Leases

The balances for the operating leases where the Group is the lessee are presented as follows within the consolidated balance sheets:

	December 31, 2023		December 31, 2022
Operating lease right-of-use assets, net
Operating lease	$	1,561,058	$	-

Lease liabilities
Current portion of operating lease liabilities		358,998		-
Non-current portion of operating lease liabilities		1,317,678		-
	$	1,676,676	$	-

Schedule of Future Lease Payments Under Operating Leases

Future lease payments under operating leases as of December 31, 2023 were as follows:

	Operating Leases

FY2024	$	412,267
FY2025		386,829
FY2026		394,566
FY2027		402,457
FY2028		410,506
Total lease payments	$	2,006,625
Less: imputed interest		329,949
Present value of lease liabilities ⁽¹⁾	$	1,676,676

(1)	Present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $358,998 and $1,317,678, respectively, for the year ended December 31, 2023.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Other Receivables

12 Months Ended

Dec. 31, 2023

Other Receivables [Abstract]

Other Receivables

Note 8 – Other Receivables

Other receivables as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022
Receivable from disposal of Wuge	$	-	$	948,000
Others		9,459		78,293
Total other receivables, net	$	9,459	$	1,026,293

The balance of $948,000 on December 31, 2022 is the consideration required to be received upon disposal of Wuge. It was settled on March 9, 2023 by cancellation of 133,333 shares of the Company’s common stock, after giving effect to the reverse stock split which became effective on November 9, 2022, that were previously issued to Wuge shareholders.

Cash and Cash Equivalents (Details) - Schedule of Company Maintains Bank Accounts - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Company Maintains Bank Accounts [Abstract]
Cash at Banks	$ 5,175,518	$ 389,108

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
OPERATING EXPENSES
Selling and marketing expenses	$ 4,682,804
General and administrative expenses	5,235,630	414,151
Research and development expenses	2,072,500
TOTAL OPERATING EXPENSES	11,990,934	414,151
LOSS FROM OPERATIONS	(11,990,934)	(414,151)
OTHER INCOME (EXPENSE)
Interest income	4,500
Interest expense	(81)
Gain from disposal of subsidiaries	100,000
TOTAL OTHER INCOME, NET	104,419
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS	(11,886,515)	(414,151)
PROVISION FOR INCOME TAXES	327,822
LOSS FROM CONTINUING OPERATIONS	(12,214,337)	(414,151)
Net loss from continuing operations attributable to noncontrolling interest	(1,825,130)
Net loss from continuing operations attributable to shareholders of common stock	(10,389,207)	(414,151)
Discontinued operations:
Loss from discontinued operations, net of taxes	(2,132,049)	(26,347,195)
Loss on disposal of discontinued operations, net of taxes	(362)	(4,060,609)
NET LOSS	(14,346,748)	(30,821,955)
Net loss attributable to noncontrolling interest	(1,825,130)
Net loss attributable to shareholders of common stock	(12,521,618)	(30,821,955)
Other comprehensive gain or loss
- Foreign currency translation adjustment	48,655	(46,397)
- Unrealized gain on available-for-sale investments, net of tax	102,027
OTHER COMPREHENSIVE GAIN (LOSS), net of tax	150,682	(46,397)
COMPREHENSIVE LOSS, net of tax	(14,196,066)	(30,868,352)
Comprehensive loss attributable to noncontrolling interest	(1,670,294)
Comprehensive loss attributable to shareholders of common stock	$ (12,525,772)	$ (30,868,352)
WEIGHTED AVERAGE NUMBER OF COMMON STOCKS
Weighted Average Number of Common Stocks Basic (in Shares)	3,227,302	1,531,316
Loss per share from continuing operations
Loss per share from continuing operations Basic (in Dollars per share)	$ (3.22)	$ (0.27)
Loss per share from discontinued operations
Loss per share from discontinued operations Basic (in Dollars per share)	(0.66)	(19.86)
Loss per share available to common stockholders
Loss per share available to common stockholders Basic (in Dollars per share)	$ (3.88)	$ (20.13)

Variable Interest Entity (Details) - USD ($)	Sep. 26, 2023	Jun. 26, 2023	Sep. 28, 2022
Variable Interest Entity (Details) [Line Items]
Purchase price	$ 100,000
Wuge [Member]
Variable Interest Entity (Details) [Line Items]
Average closing price (in Dollars per share)			$ 0.237
TMSR HK [Member]
Variable Interest Entity (Details) [Line Items]
Equity interest percentage		100.00%
Yuanma [Member]
Variable Interest Entity (Details) [Line Items]
Purchase price for transaction		$ 100,000

Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Equipment, Net [Abstract]

Schedule of Equipment, Net

Equipment, net consisted of the following as of December 31, 2023 and 2022:

	December 31, 2023			December 31, 2022
Office equipment and furniture	$	14,190		$	10,039
Less: accumulated depreciation		(1,679	)		(9,537	)
Total	$	12,511		$	502

Assets and Liabilities Measured at Fair Value

12 Months Ended

Dec. 31, 2023

Assets and Liabilities Measured at Fair Value [Abstract]

Assets and Liabilities Measured at Fair Value

Note 21 – Assets and Liabilities Measured at Fair Value

	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Notes receivable - DigiTrax Convertible Notes	$	1,048,219	$	—	$	—	$	1,048,219
Notes receivable - Liquid Convertible Notes		1,553,808		—		—		1,553,808
Total	$	2,602,027	$	—	$	—	$	2,602,027

The Company evaluated the DigiTrax Convertible Notes and the Liquid Convertible Notes according to ASC 320 and concluded that these note receivables should be classified as available-for-sale security and measured at fair value. To evaluate the fair value of the available-for-sale security, the Company used the valuation methodology of income approach, which is determined by the future cash flow forecast. The interest accrued on these notes were recorded as interest income on the accompanying consolidated statements of operations, while increasing the fair value of these notes at each reporting date. As a result of the unobservable inputs, the available-for-sale security was classified as Level 3 as of December 31, 2023.

There were no assets/liabilities measured at fair value as of December 31, 2022.

There were no transfers among the three hierarchies for the years ended December 31, 2023 and 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Reporting

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Note 19 – 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, who has been identified as the Company’s chief executive officer, evaluates performance and determines resource allocations based on a number of factors, the primary measure being income from operations.

As of December 31, 2023, the Company’s remain business segment and operations is Virtual Content Production. The Company’s consolidated results of operations and consolidated financial position from continuing operations are almost all attributable to Virtual Content Production; accordingly, management believes that the consolidated balance sheets and statement of operations provide the relevant information to assess Virtual Content Production’s performance.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Consolidated Statements of Changes in Shareholders’ Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of pre-funded warrants for cash, net of offering costs	$ 1,876,103

Prepaid and Other Current Assets (Details) - Schedule of Prepaid and Other Current Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaid and Other Current Assets [Abstract]
Prepayments of digital human services	$ 797,500
Prepayments of live streaming services	487,587
Other prepayments	5,803
Total Prepaid and other current assets	$ 1,290,890

Discontinued Operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations [Abstract]

Discontinued Operations

Note 20 – Discontinued Operations

The following depicts the result of operations for the discounted operations of Highlight Media and Wuge for the years ended December 31, 2023 and 2022, respectively.

	For the Years Ended December 31,
	2023			2022
REVENUES
Enterprise brand management services	$	165,993		$	153,304
Wuge digital door signs		-			7,616,615
TOTAL REVENUES		165,993			7,769,919

COST OF REVENUES
Enterprise brand management services		88,658			97,770
Wuge digital door signs		-			5,527,950
TOTAL COST OF REVENUES		88,658			5,625,720
GROSS PROFIT		77,335			2,144,199

OPERATING EXPENSES
Selling, general and administrative		2,209,894			8,225,301
Provision for doubtful accounts		-			20,085,243
TOTAL OPERATING EXPENSES		2,209,894			28,310,544

LOSS FROM OPERATIONS		(2,132,559	)		(26,166,345	)

OTHER INCOME (EXPENSE)
Interest income		49			65,274
Interest expense		(248	)		(1,022	)
Other income, net		709			70,831
Total other income, net		510			135,083

LOSS BEFORE INCOME TAXES		(2,132,049	)		(26,031,262	)
PROVISION FOR INCOME TAXES		-			315,933

NET LOSS		(2,132,049	)		(26,347,195	)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions	Mar. 31, 2024	Mar. 26, 2024	Mar. 19, 2024	Feb. 15, 2024	Jan. 11, 2024
Subsequent Events [Line Items]
Common stock shares	810,277	865,376			400,000
Exercised options to purchase		709,877
Outstanding shares	40,514		398,662	398,662
Par value per share (in Dollars per share)	$ 0.0001
Common stock par value (in Dollars per share)	$ 1.144
Aggregated proceeds (in Dollars)	$ 0.9
Gross proceeds received percentage	4.00%
Exercise price per share (in Dollars per share)	$ 1.373
Common Stock [Member]
Subsequent Events [Line Items]
Common stock shares			513,841	513,841
Exercised options to purchase			513,841	513,841
SH Xianzhui [Member]
Subsequent Events [Line Items]
Purchase of equity interest					73.3333%

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Note 12 – Related Party Transactions

Other payable – related parties:

Name of related party	Relationship	Nature	December 31, 2023		December 31, 2022
Shanghai Highlight Asset Management Co. LTD⁽¹⁾	A company in which the then shareholder hold shares	Advances	$	-	$	195,732
Zihao Zhao	Chief Finance Officer	Accrued compensations		20,833		-
Total			$	20,833	$	195,732

(1)

In connection with the disposal of Highlight Media on September 26, 2023, the balance of other payable -related parties as of December 31, 2022 was settled as well.

For the years ended December 31, 2023 and 2022, the Company recorded compensation expenses to its officers amounted to $120,833 and nil, for their services provided to the Company.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill [Abstract]

Goodwill

Note 11 – Goodwill

In connection with the disposal of Highlight Media and Wuge, the goodwill recognized from acquisition of Highlight Media and Wuge were impaired in full. The changes in the carrying amount of goodwill by business units for the years ended December 31, 2023 and 2022 were as follows:

	Highlight Media			Wuge			Total
Balance as of December 31, 2021	$	-		$	6,590,339		$	6,590,339
Goodwill acquired through acquisition		2,190,485			-			2,190,485
Goodwill impairments		-			(6,590,339	)		(6,590,339	)
Balance as of December 31, 2022	$	2,190,485		$	-		$	2,190,485
Goodwill impairments		(2,190,485	)		-			(2,190,485	)
Balance as of December 31, 2023	$	-		$	-		$	-

Related Party Transactions (Details) - Schedule of Other Payable – Related Parties - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Other payables - related parties

$ 20,833

$ 195,732

Shanghai Highlight Asset Management Co. LTD [Member]

Relationship

^[1]

A company in which the then shareholder hold shares

Nature

^[1]

Advances

Other payables - related parties

^[1]

195,732

Zihao Zhao [Member]

Relationship

Chief Finance Officer

Nature

Accrued compensations

Other payables - related parties

$ 20,833

[1]	In connection with the disposal of Highlight Media on September 26, 2023, the balance of other payable -related parties as of December 31, 2022 was settled as well.

Goodwill (Details) - Schedule of Carrying Amount of Goodwill Business Units - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Balance as beginning	$ 2,190,485	$ 6,590,339
Goodwill acquired through acquisition		2,190,485
Goodwill impairments	(2,190,485)	(6,590,339)
Balance as ending		2,190,485
Highlight Media [Member]
Goodwill [Line Items]
Balance as beginning	2,190,485
Goodwill acquired through acquisition		2,190,485
Goodwill impairments	(2,190,485)
Balance as ending		2,190,485
Wuge [Member]
Goodwill [Line Items]
Balance as beginning		6,590,339
Goodwill acquired through acquisition
Goodwill impairments		(6,590,339)
Balance as ending

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Leases (Details) - Schedule of Balances for the Operating Leases - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Operating lease right-of-use assets, net

Operating lease

$ 1,561,058

Lease liabilities

Current portion of operating lease liabilities

358,998

Non-current portion of operating lease liabilities

1,317,678

Total

$ 1,676,676

^[1]

[1]	Present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $358,998 and $1,317,678, respectively, for the year ended December 31, 2023.

Intangible Assets, Net (Details) - USD ($)	12 Months Ended
Intangible Assets, Net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets, Net (Details) [Line Items]
Purchase of software	$ 750,000
Issuance of common stock (in Shares)	180,000
Amortization expense	$ 345,155
Common Stock [Member]
Intangible Assets, Net (Details) [Line Items]
Purchase of software	$ 2,903,104
Issuance of common stock (in Shares)	1,489,763

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Information [Line Items]
Entity Registrant Name	GD CULTURE GROUP LIMITED
Entity Central Index Key	0001641398
Entity File Number	001-37513
Entity Tax Identification Number	47-3709051
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 12,654,414
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	+1-347
Local Phone Number	2590292
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GDC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		7,887,411

Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid and Other Current Assets [Abstract]

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following as of December 31, 2023:

	December 31,
	2023
Prepayments of digital human services	$	797,500
Prepayments of live streaming services		487,587
Other prepayments		5,803
Total Prepaid and other current assets	$	1,290,890

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 5,175,518	$ 389,108
Accounts receivable, net		194,520
Other receivables, net	9,459	1,026,293
Convertible notes receivable	2,602,027
Prepaid and other current assets	1,290,890
Total current assets	9,077,894	1,609,921
EQUIPMENT, NET	12,511	502
RIGHT-OF-USE ASSETS	1,561,058
OTHER ASSETS
Goodwill		2,190,485
Intangible assets, net	3,307,949
Other assets	250,740
Total other assets	3,558,689	2,190,485
Total assets	14,210,152	3,800,908
CURRENT LIABILITIES
Accounts payable		127,475
Other payables and accrued liabilities	23,338	2,099
Lease liabilities - current	358,998
Taxes payable		8,478
Total current liabilities	403,169	333,784
OTHER LIABILITIES
Lease liabilities – non-current	1,317,678
Deferred tax liabilities	327,822
Total other liabilities	1,645,500
Total liabilities	2,048,669	333,784
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022, respectively
Common stock, $0.0001 par value, 200,000,000 shares authorized, 5,453,416 and 1,844,877(1) shares issued and outstanding as of December 31, 2023 and 2022, respectively	545	184
Additional paid-in capital	77,530,221	60,124,087
Statutory reserves		4,467
Accumulated deficit	(69,358,225)	(56,841,074)
Accumulated other comprehensive income	175,306	179,460
Total GD Culture Group Limited shareholders’ equity	8,347,847	3,467,124
Noncontrolling interest	3,813,636
Total shareholders’ equity	12,161,483	3,467,124
Total liabilities and shareholders’ equity	14,210,152	3,800,908
Related Parties
CURRENT LIABILITIES
Other payable - related parties	$ 20,833	$ 195,732

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill [Abstract]

Schedule of Carrying Amount of Goodwill Business Units

The changes in the carrying amount of goodwill by business units for the years ended December 31, 2023 and 2022 were as follows:

	Highlight Media			Wuge			Total
Balance as of December 31, 2021	$	-		$	6,590,339		$	6,590,339
Goodwill acquired through acquisition		2,190,485			-			2,190,485
Goodwill impairments		-			(6,590,339	)		(6,590,339	)
Balance as of December 31, 2022	$	2,190,485		$	-		$	2,190,485
Goodwill impairments		(2,190,485	)		-			(2,190,485	)
Balance as of December 31, 2023	$	-		$	-		$	-

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Consolidated Balance Sheets (Parentheticals) - $ / shares

Dec. 31, 2023

Dec. 31, 2022

Statement of Financial Position [Abstract]

Preferred stock, par value (in Dollars per share)

$ 0.0001

Preferred stock, shares authorized

20,000,000

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, par value (in Dollars per share)

$ 0.0001

Common stock, shares authorized

200,000,000

Common stock, shares issued

5,453,416

1,844,877

^[1]

Common stock, shares outstanding

5,453,416

1,844,877

^[1]

[1]	Giving retroactive effect to the 1-for-30 reverse stock split effective on November 9, 2022.

Convertible Notes Receivable (Details) - USD ($)		12 Months Ended
Convertible Notes Receivable (Details) - USD ($)	Jun. 02, 2023	Dec. 31, 2023	Aug. 17, 2023	Jun. 01, 2023	May 31, 2023	Dec. 31, 2022	Apr. 14, 2022
Convertible Notes Receivable [Line Items]
Shares issued price per share (in Dollars per share)					$ 10.02		$ 1
Unrealized gains on fair value changes		$ 102,027
Convertible notes outstanding balance		$ 2,602,027
DigiTrax Convertible Notes [Member]
Convertible Notes Receivable [Line Items]
Aggregate amount			$ 1,000,000	$ 1,000,000
Aggregate interest percentage		10.00%
Shares issued price per share (in Dollars per share)		$ 1.4
Gross proceeds		$ 10,000,000
Convertible description		(i) $1.4 per share, or (ii) seventy percent (70%) of the price per share of DigiTrax common stock that is subject to the Qualified Offering.
Liquid Convertible Notes [Member]
Convertible Notes Receivable [Line Items]
Aggregate amount	$ 1,500,000		$ 1,500,000
Aggregate interest percentage	8.00%
Shares issued price per share (in Dollars per share)	$ 0.25
Convertible description		(i) $0.25 per share, or (ii) seventy percent (70%) of the price per share of Liquid common stock that is subject to the Qualified Offering.
Sale Leaseback Transaction, Gross Proceeds, Financing Activities	$ 10,000,000

Equity (Details) - USD ($)

12 Months Ended

Nov. 30, 2023

Jul. 13, 2023

Jun. 22, 2023

May 31, 2023

Jun. 21, 2022

Apr. 14, 2022

Feb. 22, 2021

Feb. 17, 2021

Feb. 06, 2018

Jul. 29, 2015

Dec. 31, 2023

May 04, 2023

Dec. 31, 2022

Nov. 09, 2022

Nov. 04, 2022

Sep. 30, 2022

Sep. 16, 2022

Apr. 29, 2021

Equity [Line Items]

Tax profits percentage

10.00%

Registered capital percentage

50.00%

Net profit percentage

10.00%

Statutory reserves (in Dollars)

$ 4,467

Capital and statutory reserve (in Dollars)

$ 1,083,267

$ 492,315

Aggregate common stock shares

7,680,000

Price per share (in Dollars per share)

$ 10.02

$ 1

Common stock, shares issued

5,453,416

1,844,877

^[1]

231,802

Common stock, par value (in Dollars per share)

$ 0.0001

Common stock, shares outstanding

5,453,416

1,844,877

^[1]

Shares authorized, common stock

200,000,000

Shares authorized, preferred stock

20,000,000

Preferred stock, par value (in Dollars per share)

$ 0.0001

Price per share (in Dollars per share)

$ 183

Purchase agreement, description

(i) an aggregate of 1,436,253 shares of common stock of the Company, par value $0.0001 per share, (ii) pre-funded warrants to purchase up to an aggregate of 1,876,103 shares of common stock (the “November 2023 Pre-Funded Warrants”, and the common stock underlying such warrants, the “November 2023 Pre-Funded Warrant Shares”), and (iii) registered warrants to purchase up to an aggregate of 3,312,356 shares of common stock (the “November 2023 Registered Warrants”, and the common stock underlying such warrants, the “November 2023 Registered Warrant Shares”) are sold to certain purchasers (the “November 2023 Offering Purchasers”), pursuant to a securities purchase agreement, dated October 31, 2023 (the “October 2023 Securities Purchase Agreement”).

Offering cost (in Dollars)

$ 1,000,000

Underwriting commissions (in Dollars)

700,000

Other professional fees (in Dollars)

$ 300,000

Common stock, shares issued

115,452

Outstanding shares

331,236

8,134,043

9,079,348

Purchase shares

84,244

Exercise price (in Dollars per share)

$ 201.6

$ 183

Number of share

Exercise price of per half share (in Dollars per share)

$ 2.88

Exercise price of per whole share (in Dollars per share)

$ 5.75

Number of days after the consummation of its initial business combination

30 days

Cash (in Dollars)

$ 2,310,000

Aggregate gross proceeds percentage

120.00%

Non-accountable expense (in Dollars)

$ 250,000

Accountable expenses (in Dollars)

$ 60,000

Exercise price per share

180

Common stock shares outstanding, percentage

19.99%

9.99%

Pre-funded warrant (in Dollars)

$ 8.349

Exercise price per share (in Dollars per share)

$ 0.001

Warrant is outstanding price per share (in Dollars per share)

$ 0.001

Warrants to purchase shares

1,154,519

Warrant expire term

5 years

Aggregate shares percentage

5.00%

Aggregate purchase price (in Dollars)

$ 100

May 2023 Offering Purchasers [Member]

Equity [Line Items]

Common stock, shares issued

310,168

Common stock, par value (in Dollars per share)

$ 0.0001

Gross proceeds received percentage

7.00%

Offering expenses payable (in Dollars)

$ 8,500,000

Reverse Stock Split [Member]

Equity [Line Items]

Common stock, par value (in Dollars per share)

$ 0.0001

Common stock, shares outstanding

(30)

Shares authorized, common stock

200,000,000

Shares authorized, preferred stock

20,000,000

Preferred stock, par value (in Dollars per share)

$ 0.0001

Common Stock [Member]

Equity [Line Items]

Price per share (in Dollars per share)

$ 3.019

8.35

Common stock, shares outstanding

5,453,416

Minimum [Member]

Equity [Line Items]

Outstanding common stock, percentage

4.99%

Maximum [Member]

Equity [Line Items]

Outstanding common stock, percentage

9.99%

Variable Income Interest Rate [Member]

Equity [Line Items]

Aggregate common stock shares

7,680,000

Pre-Funded Warrants [Member]

Equity [Line Items]

Price per share (in Dollars per share)

3.018

8.349

Common stock, shares issued

844,351

1,876,103

Common stock, shares outstanding

912,503

Price per share (in Dollars per share)

$ 0.001

Offering cost (in Dollars)

$ 10,000,000

Common stock, shares issued

963,600

Exercised options to purchase

963,600

Outstanding shares

912,503

Exercise price per share (in Dollars per share)

$ 0.001

Exercised warrants (in Dollars)

$ 963,600

Pre-Funded Warrants [Member] | May 2023 Offering Purchasers [Member]

Equity [Line Items]

Common stock, shares issued

844,351

Public Warrants [Member]

Equity [Line Items]

Exercise price (in Dollars per share)

$ 0.0001

Number of share

Private Warrants [Member]

Equity [Line Items]

Number of share

Exchange Warrants [Member]

Equity [Line Items]

Common stock, shares issued

577,260

Placement Agent Warrants [Member]

Equity [Line Items]

Price per share (in Dollars per share)

$ 3.623

Aggregate gross proceeds percentage

120.00%

Registered Warrants [Member]

Equity [Line Items]

Common stock, shares issued

3,312,356

Exercise price per share (in Dollars per share)

$ 3.019

IPO [Member]

Equity [Line Items]

Purchase shares

10,000,000

Exercise price (in Dollars per share)

$ 5

Underwriter [Member]

Equity [Line Items]

Common stock, description

The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option (“the 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 IPO. The Option became exercisable until closing the initial Business Combination on February 6, 2018 and expired on February 5, 2023

Software [Member]

Equity [Line Items]

Purchase price (in Dollars)

$ 750,000

Common Stock [Member]

Equity [Line Items]

Price per share (in Dollars per share)

$ 4

Common stock, shares issued

84,244

Issuance of shares of common stock as purchase consideration

187,500

Securities Purchase Agreement [Member]

Equity [Line Items]

Common stock, shares issued

138,889

Unregistered Warrants [Member]

Equity [Line Items]

Common stock, shares issued

54,646

Exercise price (in Dollars per share)

$ 8.35

Price Protection Adjustment [Member]

Equity [Line Items]

Exercise price (in Dollars per share)

$ 201.6

Stockholder Approval [Member]

Equity [Line Items]

Common stock, shares issued

231,802

Price per share (in Dollars per share)

$ 183

Placement Agency Agreement [Member]

Equity [Line Items]

Common stock, shares issued

6,945

Commission fee (in Dollars)

$ 2,000,000

Aggregate gross proceeds percentage

8.00%

Pre-Funded Warrants [Member]

Equity [Line Items]

Aggregate common stock shares

844,351

Common stock shares outstanding, percentage

4.99%

Sponsor [Member]

Equity [Line Items]

Purchase shares

500,000

Exercise price (in Dollars per share)

$ 0.0001

Number of share

Number of shares in a unit

500,000

Price per unit (in Dollars per share)

$ 5

Aggregate price (in Dollars)

$ 2,500,000

Highlight Media Shareholders [Member]

Equity [Line Items]

Common stock, shares issued

9,000,000

Common stock, par value (in Dollars per share)

$ 0.25

Placement Agent [Member]

Equity [Line Items]

Aggregate gross proceeds percentage

1.00%

[1]	Giving retroactive effect to the 1-for-30 reverse stock split effective on November 9, 2022.

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations [Abstract]

Schedule of Discounted Operations

The following depicts the result of operations for the discounted operations of Highlight Media and Wuge for the years ended December 31, 2023 and 2022, respectively.

	For the Years Ended December 31,
	2023			2022
REVENUES
Enterprise brand management services	$	165,993		$	153,304
Wuge digital door signs		-			7,616,615
TOTAL REVENUES		165,993			7,769,919

COST OF REVENUES
Enterprise brand management services		88,658			97,770
Wuge digital door signs		-			5,527,950
TOTAL COST OF REVENUES		88,658			5,625,720
GROSS PROFIT		77,335			2,144,199

OPERATING EXPENSES
Selling, general and administrative		2,209,894			8,225,301
Provision for doubtful accounts		-			20,085,243
TOTAL OPERATING EXPENSES		2,209,894			28,310,544

LOSS FROM OPERATIONS		(2,132,559	)		(26,166,345	)

OTHER INCOME (EXPENSE)
Interest income		49			65,274
Interest expense		(248	)		(1,022	)
Other income, net		709			70,831
Total other income, net		510			135,083

LOSS BEFORE INCOME TAXES		(2,132,049	)		(26,031,262	)
PROVISION FOR INCOME TAXES		-			315,933

NET LOSS		(2,132,049	)		(26,347,195	)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 20
-Topic 205
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Compensation expenses	$ 120,833

Business Combination and Restructuring

12 Months Ended

Dec. 31, 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. 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 Business Combinations. 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, 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 expenses.

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 Value
Cash	$	47,498
Other current assets		107,828
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 of the goodwill is expected to be deductible for income tax purposes.

Nature of Business and Organization (Details) - $ / shares			12 Months Ended
	Jan. 11, 2024	Oct. 27, 2023	Dec. 31, 2023	Jun. 26, 2023	Sep. 28, 2022
Agreement term			20 years
Makesi WFOE [Member]
Agreement term			20 years
Common Stock [Member]
Shares of common stock (in Shares)		400,000
Average closing bid price (in Dollars per share)		$ 2.782
Voting Rights Proxy and Financial Support Agreement [Member]
Agreement term			20 years
Beijing Hehe [Member] \| Subsequent Event [Member]
Shares of common stock (in Shares)	400,000
Business Combination [Member] \| SH Xianzhui [Member]
Equity interest percentage			73.3333%
TMSR HK [Member]
Equity interest percentage		13.3333%
SH Xianzhui [Member] \| Subsequent Event [Member]
Equity interest percentage	73.3333%
Wuge Member
Average closing price (in Dollars per share)					$ 0.237
Shanghai Yuanma Food and Beverage Management Co., Ltd. [Member]
Equity interest percentage				100.00%

Equipment, Net (Details) - USD ($)	12 Months Ended
Equipment, Net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Equipment, Net [Abstract]
Depreciation and expense	$ 1,679	$ 718

Equity (Details) - Schedule of Warrant Activity	12 Months Ended
Equity (Details) - Schedule of Warrant Activity	Dec. 31, 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	1 month 6 days
Outstanding, Ending balance	9,623,806
Exercisable Into Number of Shares, Ending balance	5,394,642
Weighted Average Exercise Price, Ending balance (in Dollars per share) \| $ / shares	$ 19.45
Average Remaining Contractual Life, Ending balance	4 years 6 months 14 days
Outstanding, Granted/Acquired	7,056,758
Exercisable Into Number of Shares, Granted/Acquired	7,056,758
Weighted Average Exercise Price, Granted/Acquired (in Dollars per share) \| $ / shares	$ 3.73
Average Remaining Contractual Life, Granted/Acquired	4 years 9 months 18 days
Outstanding, Expired	164,675
Exercisable Into Number of Shares, Expired	5,488
Weighted Average Exercise Price, Expired (in Dollars per share) \| $ / shares	$ 172.5
Average Remaining Contractual Life, Expired	1 month 6 days
Outstanding, Exercised	1,807,951
Exercisable Into Number of Shares, Exercised	1,807,951
Weighted Average Exercise Price, Exercised (in Dollars per share) \| $ / shares	$ 0.001
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	1 month 6 days
Outstanding, Ending balance
Exercisable Into Number of Shares, Ending balance
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, Expired	824,000
Exercisable Into Number of Shares, Expired	27,467
Weighted Average Exercise Price, Expired (in Dollars per share) \| $ / shares	$ 150
Average Remaining Contractual Life, Expired	1 month 6 days
Outstanding, Exercised
Exercisable Into Number of Shares, Exercised
Weighted Average Exercise Price, Exercised (in Dollars per share) \| $ / shares
Average Remaining Contractual Life, Exercised

Accounts Receivable

12 Months Ended

Dec. 31, 2023

Accounts Receivable [Abstract]

Accounts receivable

Note 7 – Accounts Receivable

Accounts receivable consisted of the following as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
Accounts receivable	$	-	$	197,640
Less: allowance for doubtful accounts		-		(3,120	)
Total accounts receivable, net	$	-	$	194,520

Movement of the allowance for doubtful accounts is as follows:

	December 31, 2023			December 31, 2022
Beginning balance	$	3,120		$	-
Addition		-			3,120
Disposal of Highlight Media		(3,120	)		-
Ending balance	$	-		$	3,120

Business Combination and Restructuring (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

^[1]

Sep. 30, 2022

Sep. 16, 2022

Apr. 29, 2021

Business Combination and Restructuring [Line Items]

Shares issued (in Shares)

5,453,416

1,844,877

231,802

Goodwill

$ 2,121,947

Highlight Media [Member]

Business Combination and Restructuring [Line Items]

Service fee percentage

100.00%

Goodwill

2,100,000

Goodwill deductible for income tax purposes

Purchase Agreement [Member]

Business Combination and Restructuring [Line Items]

Shares issued (in Shares)

9,000,000

[1]	Giving retroactive effect to the 1-for-30 reverse stock split effective on November 9, 2022.

Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accounts Receivable [Abstract]
Accounts receivable		$ 197,640
Less: allowance for doubtful accounts		(3,120)
Total accounts receivable, net		$ 194,520

Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Note 17 – Equity

Statutory Reserves and Restricted Net Assets

In accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC with foreign investment is required to make appropriations to certain statutory reserves, namely a general reserve fund, an enterprise expansion fund, a staff welfare fund and a bonus fund, all of which are appropriated from net profit as reported in its PRC statutory accounts. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits to a general reserve fund until such fund has reached 50% of its respective registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus funds are at the discretion of the board of directors for the foreign invested enterprises. For other subsidiaries incorporated in the PRC, the general reserve fund was appropriated based on 10% of net profits as reported in each subsidiary’s PRC statutory accounts. General reserve and statutory surplus funds are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company. Staff welfare and bonus fund and statutory public welfare funds are restricted to capital expenditures for the collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they allowed for distribution except under liquidation. As of December 31, 2023 and 2022, the PRC statutory reserve funds amounted to nil and $4,467, respectively.

In addition, under PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer their net assets to the Company in the form of dividend payments, loans or advances. Amounts of net assets restricted include paid up capital and statutory reserve funds of the Company’s PRC totaling $1,083,267 and $492,315 as of December 31, 2023 and 2022, respectively.

Furthermore, cash transfers from the Company’s PRC subsidiaries to the Company’s subsidiaries outside of the PRC are subject to the PRC government control of currency conversion. Shortages in the availability of foreign currency may restrict the ability of the Company’s PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations.

Common Stock

On April 14, 2022, the Company entered into a Share Purchase Agreement (the “April 2022 SPA”) with Yuan Ma, and Yuanma Shareholders. Yuanma Shareholders are Wei Xu, the then Chief Executive Officer and Chairman of the Board of the Company, and Jiangsu Lingkong Network Joint Stock Co., Ltd., which was controlled by Wei Xu. Pursuant to the April 2022 SPA, the Company agreed to issue an aggregate of 7,680,000 shares of common stock of the Company, valued at $1.00 per share, to the Yuanma Shareholders, in exchange for Yuanma Shareholders’ agreement to enter into and to cause Yuan Ma to enter into VIE Agreements with Makesi WFOE, the Company’s indirectly owned subsidiary, to establish a VIE structure (the “Yuan Ma Acquisition”). On June 13, 2022, the Company held a special meeting of stockholders and approved the issuance of the 7,680,000 shares of common stock to Wei Xu. On June 21, 2022, pursuant to the April 2022 SPA, Makesi WFOE entered into a series of VIE Agreements with Yuan Ma and Yuanma Shareholders, and the 7,680,000 shares of common stock were issued to Wei Xu and the transaction contemplated in the April 2022 SPA was completed.

On September 16, 2022, the Company entered into a Share Purchase Agreement (the “September 2022 SPA”) with Highlight Media, and all the shareholders of Highlight Media (“Highlight Media Shareholders”).

Pursuant to the September 2022 SPA, the Company agreed to issue an aggregate of 9,000,000 shares of common stock of the Company, valued at $0.25 per share, to the Highlight Media Shareholders, in exchange for Highlight Media’s and Highlight Media Shareholders’ agreement to enter into the VIE Agreements with Makesi WFOE, to establish a VIE (variable interest entity) structure (the “Highlight Media Acquisition”). On September 29, 2022. the common stock of the Company were issued to the Highlight Media Shareholders. The Highlight Media Acquisition was completed.

On November 4, 2022, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State to effect a reverse stock split of the outstanding shares of common stock, par value $0.0001 per shares, of the Company at a ratio of one-for-thirty (30), which became effective at 12:01 a.m. on November 9, 2022 (the “Reverse Stock Split”). Upon effectiveness of the Reverse Stock Split, every thirty (30) outstanding shares of common stock were combined into and automatically become one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to the nearest whole number of shares of common stock. The authorized shares prior to and following the Reverse Stock Split will remain the same at 200,000,000 shares of common stock, par value $0.0001 per shares, and 20,000,000 shares of preferred stock, par value $0.0001 per shares. The Reverse Stock Split does not alter the par value of the Company’s common stock or modify any voting rights or other terms of the common stock.

On May 1, 2023, the Company entered into a placement agency agreement (the “May 2023 Placement Agency Agreement”), with Univest Securities, LLC (the “Placement Agent” or “Univest”), pursuant to which, the Placement Agent agrees to use its reasonable best efforts to sell the Company’s common stock in a registered direct offering (the “May 2023 RD Offering”), and a concurrent private placement (the “May 2023 PIPE Offering”, together with the RD Offering, collectively the “May 2023 Offering”). The Placement Agent has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of securities.

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 (the “May 2023 Offering Purchasers”), pursuant to a securities purchase agreement, dated May 1, 2023, as amended on May 16, 2023 (the “May 2023 Securities Purchase Agreement”). 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 pre-funded warrants to purchase up to an aggregate of 844,351 shares of common stock were exercised in full in May 2023.

In connection with the May 2023 Offering, the Company paid Univest a total cash fee equal to 7.0% of the aggregate gross proceeds received in the offering. The net proceeds from the May 2023 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.

On November 1, 2023, the Company entered into a placement agency agreement (the “November 2023 Placement Agency Agreement”), with Univest, pursuant to which, Univest agrees to use its reasonable best efforts to sell the Company’s common stock in a registered direct offering and a concurrent private placement (the “November 2023 Offering”). Univest has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of securities.

Pursuant to the November 2023 Offering, (i) an aggregate of 1,436,253 shares of common stock of the Company, par value $0.0001 per share, (ii) pre-funded warrants to purchase up to an aggregate of 1,876,103 shares of common stock (the “November 2023 Pre-Funded Warrants”, and the common stock underlying such warrants, the “November 2023 Pre-Funded Warrant Shares”), and (iii) registered warrants to purchase up to an aggregate of 3,312,356 shares of common stock (the “November 2023 Registered Warrants”, and the common stock underlying such warrants, the “November 2023 Registered Warrant Shares”) are sold to certain purchasers (the “November 2023 Offering Purchasers”), pursuant to a securities purchase agreement, dated October 31, 2023 (the “October 2023 Securities Purchase Agreement”). The purchase price of each common stock is $3.019. The purchase price of each November 2023 Pre-funded Warrant is $3.018, which equals the price per common stock being sold in the November 2023 Offering, minus $0.001. The November 2023 Pre-funded Warrants will be exercisable immediately after issuance and will expire five (5) years from the date of issuance. The November 2023 Registered Warrants will be exercisable immediately and will expire five (5) years from the date of issuance.

The total proceeds from the November 2023 Offering was approximately $10.0 million. Offering costs of approximately $1.0 million, consisting of approximately $0.7 million underwriting commissions and $0.3 million other professional fees, were charged into additional paid-in capital. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

In November and December 2023, holders of 963,600 of the November 2023 Pre-Funded Warrants exercised their option to purchase 963,600 shares of the Company’s common stock, leaving 912,503 of November 2023 Pre-Funded Warrants are still outstanding.

The May 2023 Offering and the November 2023 Offering were 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.

As of December 31, 2023 and 2022, the total outstanding shares of the Company’s common stock was 5,453,416 and 1,844,877, respectively.

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 (the “IPO”). Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one warrant (the “Public Warrants”). Each Public Warrants entitled 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 Public Warrants became exercisable on 30 days after the consummation of its initial Business Combination with China Sunlong on February 6, 2018. The Public Warrants expired on February 5, 2023.

The sponsor of the Company purchased, simultaneously with the closing of the IPO on July 29, 2015, 500,000 units (“Private Units”) at $5.00 per unit in a private placement for an aggregate price of $2,500,000. Each Private Unit consists of one share of the Company’s common stock, $0.0001 par value, and one warrant (the “Private Warrants”). Each Private Unit purchased is substantially identical to the units sold in the IPO. Therefore, the 500,000 Private Warrants included in the Private Units became exercisable on February 6, 2018 and expired on February 5, 2023.

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.

On February 18, 2021, the Company entered into a securities purchase agreement (the “February 2021 Securities Purchase Agreement”) with certain purchasers, pursuant to which, on February 22, 2021, the Company sold (i) 138,889 shares of common stock, (ii) registered warrants (the “February 2021 Registered Warrants”) to purchase an aggregate of up to 54,646 shares of common stock and (iii) unregistered warrants (the “February 2021 Unregistered Warrants”) to purchase up to 84,244 shares (the “Warrant Shares”) of common stock in a registered direct offering (the “February 2021 Registered Direct Offering”) and a concurrent private placement (the “February 2021 Private Placement,” and together with the February 2021 Registered Direct Offering, the “February 2021 Offering”). The terms of the February 2021 Offering were previously reported in a Form 8-K filed with the SEC on February 18, 2021 and the closing of the Offering was reported in a Form 8-K filed with the Commission on February 22, 2021.

The February 2021 Registered Warrants have a term of five years and are exercisable immediately at an exercise price of $201.60 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering (a “Price Protection Adjustment”).

The February 2021 Unregistered Warrants have a term of five and one-half years and are first exercisable on the date that is the earlier of (i) six months after the date of issuance or (ii) the date on which the Company obtains stockholder approval approving the sale of the securities sold under the February 2021 Securities Purchase Agreement, to purchase an aggregate of up to 84,244 shares of common stock. The February 2021 Unregistered Warrants have an exercise price of $201.60 per share, subject to adjustments thereunder, including (x) a Price Protection Adjustment and (y) in the event the exercise price is more than $183.00, a reduction of the exercise price to $183.00, upon obtaining such stockholder approval.

The Company paid the Placement Agent a cash fee of $2,310,000, including $2,000,000 in commission which was equal to eight percent (8.0%) of the aggregate gross proceeds raised in February 2021 Offering, $250,000 in non-accountable expense which was equal to one percent (1%) of the aggregate gross proceeds raised in the February 2021 Offering, and $60,000 in accountable expenses. Additionally, the Company issued to the Placement Agent warrants to purchase up to 6,945 shares of common stock (the “February 2021 Placement Agent Warrants”), with a term of five years first exercisable six months after the date of issuance and at an exercise price of $180.00 per share.

Pursuant to the February 2021 Securities Purchase Agreement, the Company is required to hold a meeting of our stockholders not later than April 29, 2021 to seek such approval as may be required from our stockholders (the “Stockholder Approval”), in accordance with applicable law, the applicable rules and regulations of the Nasdaq Stock Market, our certificate of incorporation and bylaws and the Nevada Revised Statutes with respect to the issuance of the securities in the Offering, including the Warrants sold in the Private Placement, so that the issuance by us of shares of common stock in excess of the 231,802 shares (19.99% of the shares of common stock outstanding as of February 17, 2021, the date prior to entering into the February 2021 Securities Purchase Agreement) in the aggregate (the “Issuable Maximum”), will be in compliance with Nasdaq Listing Rules 5635(a) and 5635(d) as described herein, and investors in the Offering will be able to exercise the Warrants prior to six months after the closing of the Offering.

On April 29, 2021, the Company held a special meeting of stockholders and approved the issuance of shares of common stock in excess of the 231,802 shares. The exercise price of the Unregistered Warrants was reduced to $183.00.

On May 1, 2023, pursuant to the May 2023 Placement Agency Agreement as described above, Pre-Funded warrants to purchase up to an aggregate of 844,351 shares of common stock are sold to May 2023 Offering Purchasers. The purchase price of each Pre-funded Warrant is $8.349. In connection with the Pre-Funded Warrant Shares, “Pre-funded” refers to the fact that the purchase price of the warrants in the offering includes almost the entire exercise price that will be paid under the Pre-funded Warrants, except for a nominal remaining exercise price of $0.001. The purpose of the Pre-funded Warrants is to enable Purchasers that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of the Company’s outstanding common stock following the consummation of the offering the opportunity to make an investment in the Company without triggering their ownership restrictions, by receiving Pre-funded Warrants in lieu of the Company’s common stock which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase the shares underlying the Pre-funded Warrants at such nominal price at a later date. In the RD Offering, each Pre-funded Warrant is exercisable for one share of our common stock, with an exercise price equal to $0.001 per share, at any time that the Pre-funded Warrant is outstanding. The Pre-funded Warrants will be exercisable immediately after issuance and will expire five (5) years from the date of issuance. The holder of a Pre-funded Warrant will not be deemed a holder of our underlying common stock until the Pre-funded Warrant is exercised.

In connection with the May 2023 Offering, unregistered warrants to purchase up to 1,154,519 shares of common stock (the “May 2023 Unregistered Warrants”) are also sold to the May 2023 Offering Purchasers. The May 2023 Unregistered Warrants are exercisable immediately after issuance and will expire five (5) years from the date of issuance. The Exercise Price of the May 2023 Unregistered Warrants is $8.35 per share, subject to adjustment as provided in the form of May 2023 Unregistered Warrants.

In concurrent with the November 2023 Offering, on November 1, 2023, the Company entered into certain warrant exchange agreements (the “Warrant Exchange Agreements” with May 2023 Offering Purchasers. Pursuant to the Warrant Exchange Agreements, the holders of May 2023 Unregistered Warrants shall surrender the May 2023 Unregistered Warrants, and the Company shall cancel the May 2023 Unregistered Warrants and shall issue to these holders pre-funded warrants to purchase up to 577,260 shares of the Company’s Common Stock (the “Exchange Warrants”). The Exchange Warrants were issued to holders on November 3, 2023 and the warrant exchange closed on the same day.

The Placement Agent of the May 2023 Offering also received warrants to purchase up to 115,452 shares of common stock at an exercise price of $10.02 per share (the “May 2023 Placement Agent Warrants”), which represents 120% of the May 2023 Offering price of each share of common stock. The Placement Agent’s warrants will have substantially the same terms as the May 2023 Unregistered Warrants.

In connection with the November 2023 Offering, 1,876,103 shares of the November 2023 Pre-Funded Warrants and 3,312,356 shares of the November 2023 Registered Warrants were sold to November 2023 Offering Purchasers. Each November 2023 Pre-funded Warrant is exercisable for one share of the Company’s common stock, with an exercise price equal to $0.001 per share, at any time that the November 2023 Pre-funded Warrant is outstanding. The November 2023 Pre-funded Warrants will be exercisable immediately after issuance and will expire five (5) years from the date of issuance. The holder of a November 2023 Pre-funded Warrant will not be deemed a holder of the Company’s underlying common stock until the November 2023 Pre-funded Warrant is exercised. The November 2023 Registered Warrants will be exercisable immediately and will expire five (5) years from the date of issuance. The exercise price of the November 2023 Registered Warrants is $3.019, subject to adjustment as provided in the form of November 2023 Registered Warrants. As of December 31, 2023, 963,600 of the November 2023 Pre-Funded Warrants were exercised, leaving 912,503 of November 2023 Pre-Funded Warrants are still outstanding.

The Placement Agent of the November 2023 Offering also received warrants purchase up to 331,236 shares of common stock (equal to 5.0% of the aggregate number of common stocks, and shares of common stock underlying the November 2023 Pre-Funded Warrants, and the number of shares of common stock underlying the November 2023 Registered Warrants) at an exercise price of $3.623 per share (the “November 2023 Placement Agent Warrants”), which represents 120% of November 2023 Offering price, for an aggregate purchase price of one hundred U.S. dollars (US$100), which warrant shall be exercisable at any time during the period commencing six (6) months after commencement of sales in the November 2023 Offering through the fifth (5th) anniversary of issuance. The Placement Agent’s Warrants are not covered by the shelf registration statement (No. 333-254366) on Form S-3, which was declared effective by the SEC on March 26, 2021, and related prospectus supplement.

The summary of warrant activity is as follows:

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2022		4,539,674		151,323		172.5		0.10
Granted		7,056,758		7,056,758	$	3.73		4.80
Expired		164,675		5,488	$	172.5		0.10
Exercised		1,807,951		1,807,951		0.001		-
December 31, 2023		9,623,806		5,394,642	$	19.45		4.54

The summary of option activity is as follows:

	Options		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2022		824,000		27,467	$	150.00		0.10
Granted		-		-	$	-		-
Expired		824,000		27,467	$	150.00		0.10
Exercised		-		-		-		-
December 31, 2023		-		-	$	-		-

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Taxes (Details) - Schedule of Deferred Income Tax Assets and Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating losses carried forward – U.S.	$ 6,295,697	$ 4,574,581
Lease liability	352,102
Valuation allowance	(6,647,799)	(4,574,581)
Deferred tax assets, net
Deferred tax liabilities
Right - Of - Use assets	327,822
Deferred tax liabilities, net	$ 327,822

Business Combination and Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Restructuring [Abstract]

Schedule of the Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition Date

Total consideration at fair value	$	2,250,000
	Fair Value
Cash	$	47,498
Other current assets		107,828
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

Taxes (Details) - USD ($) $ in Millions			12 Months Ended
Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 22, 2017	Dec. 31, 2023	Dec. 31, 2022
Taxes (Details) [Line Items]
Valuation allowance			100.00%
Effective rate percentage		10.50%		10.50%
Profit tax percentage			8.25%
Profits (in Dollars)			$ 2.0
Profit tax percentage				16.50%
Assessable profits (in Dollars)				$ 2.0
Maximum [Member]
Taxes (Details) [Line Items]
Corporate tax rate		34.00%
Value added tax			13.00%
Minimum [Member]
Taxes (Details) [Line Items]
Corporate tax rate		21.00%
Effective rate percentage			10.50%
Value added tax			6.00%
United States [Member]
Taxes (Details) [Line Items]
Operating loss carry forward (in Dollars)			$ 6.3	$ 4.6
PRC [Member]
Taxes (Details) [Line Items]
Foreign tax rate, percentage			25.00%
Forecast [Member]
Taxes (Details) [Line Items]
Effective rate percentage	13.125%

Variable Interest Entity

12 Months Ended

Dec. 31, 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 September 28, 2022, Makesi WFOE entered into a termination agreement with Wuge and the shareholders of Wuge to terminate the VIE agreements and to cancel the shares previously issued to the shareholders of Wuge, based on the average closing price of $0.237 per share of the Company during the 30 trading days immediately prior to the date of the termination agreement. As a result of such termination, the Company no longer treats Wuge 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, which hold 100% of the equity interests in Makesi WFOE. The purchase price for the transaction contemplated by the Agreement was $100,000. The sale of TMSR HK included the sale of Makesi WFOE and Yuanma, which has 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.

On September 26, 2023, Highlight WFOE entered into a termination agreement with Highlight Media and the shareholders of Highlight Media to terminate the VIE Agreements and sell the interest in the VIE Agreements for a purchase price of $100,000. As a result of such termination, the Company no longer treats Highlight Media as a consolidated affiliated entity or consolidates the financial results and balance sheet of Highlight Media in the Company’s consolidated financial statements under U.S. GAAP.

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. Highlight WFOE is deemed to have a controlling financial interest and be the primary beneficiary of Highlight Media and Makesi WFOE is deemed to have a controlling financial interest and be the primary beneficiary of Wuge and Yuanma because Highlight WFOE and Makesi WFOE have both of the following characteristics:

(1)

The power to direct activities at Highlight Media, Wuge and Yuanma 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, Wuge and Yuanma that could potentially be significant to such entity.

Accordingly, the accounts of Highlight Media, Wuge and Yuanma are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, Wuge’s financial positions and results of operations are included in the Company’s consolidated financial statements prior to September 28, 2022, Yuanma’s financial positions and results of operations are included in the Company’s consolidated financial statements prior to June 26, 2023 and Highlight Media’s financial positions and results of operations are included in the Company’s consolidated financial statements prior to September 26, 2023.

As of December 31, 2023, the Company did not have any VIE operations. The operations results from VIE operations for the years ended December 31, 2023 and 2022 have been reflected in discontinued operations as disclosed in Note 20.

Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2023

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

Note 5 – Cash and Cash Equivalents

Cash at banks represents cash balances maintained at commercial banks. As of December 31, 2023 and 2022, the Company did not have any cash equivalents. The Company maintains bank accounts in the United States and institutions in PRC.

	December 31,		December 31,
	2023		2022
Cash at Banks	$	5,175,518	$	389,108

Convertible Notes Receivable

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Convertible Notes Receivable

Note 13 – Convertible Notes Receivable

The Company’s convertible notes receivable consisted of the following as of December 31, 2023:

	December 31, 2023
Convertible notes receivable	$	2,602,027
Total	$	2,602,027

On June 1, 2023 and August 17, 2023, the Company purchased two convertible notes issued by DigiTrax Entertainment Inc. (the “DigiTrax”) for an aggregated of $1,000,000 (the “DigiTrax Convertible Notes”). Each DigiTrax Convertible Note will be due on one year after the original issuance (the “DigiTrax Convertible Note Maturity Date”). The Company has the right to receive interest on the aggregate unconverted and then outstanding principal amount of these notes at the rate of 10% per annum. Accrued and unpaid interest will be due and payable on conversion, repayment, redemption, maturity or default. At any time (after six months) after the issuance until the notes are no longer outstanding, the notes shall be convertible, in whole or part, into shares of common stock of DigiTrax at a price of $1.4 per share. In the event DigiTrax consummates a public offering of any capital stock and is able to receive gross proceeds of at least $10,000,000 (“Qualified Offering”) prior to the DigiTrax Convertible Note Maturity Date and there’s no event of default, all then outstanding principal and accrued but unpaid interest under the DigiTrax Convertible Notes should convert into the number of fully paid and nonassessable shares of DigiTrax common stock based on the lesser of (i) $1.4 per share, or (ii) seventy percent (70%) of the price per share of DigiTrax common stock that is subject to the Qualified Offering.

On June 2, 2023 and August 17, 2023, the Company purchased two convertible notes issued by Liquid Marketplace Corp. (the “Liquid”) for an aggregated of $1,500,000 (the “Liquid Convertible Notes”). Each Liquid Convertible Note will be due on one year after the original issuance (the “Liquid Convertible Note Maturity Date”). The Company has the right to receive interest on the aggregate unconverted and then outstanding principal amount of these notes at the rate of 8% per annum. Accrued and unpaid interest will be due and payable on conversion, repayment, redemption, maturity or default. At any time after the issuance until the notes are no longer outstanding, the notes shall be convertible, in whole or part, into shares of common stock of Liquid at a price of $0.25 per share. In the event Liquid consummates a public offering of any capital stock and is able to receive gross proceeds of at least $10,000,000 (“Qualified Offering”) prior to the Liquid Convertible Note Maturity Date and there’s no event of default, all then outstanding principal and accrued but unpaid interest under the Liquid Convertible Notes should convert into the number of fully paid and nonassessable shares of Liquid common stock based on the lesser of (i) $0.25 per share, or (ii) seventy percent (70%) of the price per share of Liquid common stock that is subject to the Qualified Offering.

The Company evaluated the terms of the DigiTrax Convertible Notes and the Liquid Convertible Notes according to ASC 320 and concluded that these notes should be classified as an available-for-sale security and measured at fair value.

For the year ended December 31, 2023, the Company recorded unrealized gains on the fair value changes of these notes amounted to $102,027 in other comprehensive income in relation to above convertible notes in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2023, the outstanding balance of the convertible notes were $2,602,027.

Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Warrant Activity

The summary of warrant activity is as follows:

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2022		4,539,674		151,323		172.5		0.10
Granted		7,056,758		7,056,758	$	3.73		4.80
Expired		164,675		5,488	$	172.5		0.10
Exercised		1,807,951		1,807,951		0.001		-
December 31, 2023		9,623,806		5,394,642	$	19.45		4.54

	Options		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2022		824,000		27,467	$	150.00		0.10
Granted		-		-	$	-		-
Expired		824,000		27,467	$	150.00		0.10
Exercised		-		-		-		-
December 31, 2023		-		-	$	-		-

Other Receivables (Details) - Schedule of Other Receivables - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Receivables [Abstract]
Receivable from disposal of Wuge		$ 948,000
Others	9,459	78,293
Total other receivables, net	$ 9,459	$ 1,026,293

Concentration of Risk

12 Months Ended

Dec. 31, 2023

Concentration of Risk [Abstract]

Concentration of Risk

Note 16 – Concentration of Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2023 and 2022, the Company had $4,458,402 and nil in excess of the FDIC insured limit, respectively.

As of December 31, 2023 and 2022, $211,222 and $215,880 were deposited with various financial institutions located in the PRC, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Other Receivables (Tables)

12 Months Ended

Dec. 31, 2023

Other Receivables [Abstract]

Schedule of Other Receivables

Other receivables as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022
Receivable from disposal of Wuge	$	-	$	948,000
Others		9,459		78,293
Total other receivables, net	$	9,459	$	1,026,293

Nature of Business and Organization (Tables)

12 Months Ended

Dec. 31, 2023

Nature of Business and Organization [Abstract]

Schedule of Consolidated Financial Statements Reflect the Activities of GDC

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 in April 2019	100% owned by the Company
TMSR HK	● A Hong Kong company ● Incorporated in April 2019 ● Disposed on June 26, 2023	100% owned by Citi Profit BVI
Highlight HK	● A Hong Kong company ● Incorporated in November 2022	100% owned by Citi Profit BVI
Makesi WFOE	● A PRC limited liability company and deemed a wholly foreign owned enterprise (WFOE) ● Incorporated in December 2020 ● Disposed on June 26, 2023	100% owned by TMSR HK
Highlight WFOE	● A PRC limited liability company and deemed a wholly foreign owned enterprise (WFOE) ● Incorporated in January 2023	100% owned by Highlight HK
Yuanma	● A PRC limited liability company ● Acquired on June 21, 2022 ● Disposed on June 26, 2023	VIE of Makesi WFOE
Wuge	● A PRC limited liability company ● Acquired on January 3, 2023 ● Disposed on September 28, 2022	VIE of Makesi WFOE
Highlight Media	● A PRC limited liability company ● Acquired on September 16, 2022 ● Disposed on September 26, 2023	VIE of Highlight WFOE
AI Catalysis	● A Nevada company ● Incorporated in May 2023	100% owned by the Company
SH Xianzhui	● A PRC limited liability company ● Incorporated in August 2023	73.3333% owned by Highlight WFOE

Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2023

Cash and Cash Equivalents [Abstract]

Schedule of Company Maintains Bank Accounts

As of December 31, 2023 and 2022, the Company did not have any cash equivalents. The Company maintains bank accounts in the United States and institutions in PRC.

	December 31,		December 31,
	2023		2022
Cash at Banks	$	5,175,518	$	389,108

Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid and Other Current Assets [Abstract]

Prepaid and Other Current Assets

Note 6 – Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following as of December 31, 2023:

	December 31,
	2023
Prepayments of digital human services	$	797,500
Prepayments of live streaming services		487,587
Other prepayments		5,803
Total Prepaid and other current assets	$	1,290,890