0001213900-24-028937.txt : 20240401 0001213900-24-028937.hdr.sgml : 20240401 20240401172740 ACCESSION NUMBER: 0001213900-24-028937 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240401 DATE AS OF CHANGE: 20240401 EFFECTIVENESS DATE: 20240401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GD Culture Group Ltd CENTRAL INDEX KEY: 0001641398 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 473709051 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37513 FILM NUMBER: 24811180 BUSINESS ADDRESS: STREET 1: 22F-810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 1-347-259-0292 MAIL ADDRESS: STREET 1: 22F-810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Code Chain New Continent Ltd DATE OF NAME CHANGE: 20200518 FORMER COMPANY: FORMER CONFORMED NAME: TMSR HOLDING Co Ltd DATE OF NAME CHANGE: 20180207 FORMER COMPANY: FORMER CONFORMED NAME: JM Global Holding Co DATE OF NAME CHANGE: 20150505 NT 10-K 1 ea0203094-nt10k_gdculture.htm NOTIFICATION OF LATE FILING

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 12b-25 

 

 

 

NOTIFICATION OF LATE FILING

 

(Check One):  

☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q

☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

   
    For Period Ended: December 31, 2023
   
    ☐ Transition Report on Form 10-K
   
    ☐ Transition Report on Form 20-F
   
    ☐ Transition Report on Form 11-K
   
    ☐ Transition Report on Form 10-K
   
    For the Transition Period Ended:

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS

VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

Full Name of Registrant:   GD Culture Group Limited
Former Name if Applicable:   JM Global Holding Company, TMSR Holding Company Limited and
Code Chain New Continent Limited
Address of Principal Executive Office
(Street and Number):		   22F - 810 Seventh Avenue
City, State and Zip Code:   New York, NY 10019

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

 

  (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant is unable to file its Form 10-K for the year ended December 31, 2023 within the prescribed time period without unreasonable effort or expense because the Registrant’s accounting staff needs additional time to prepare the financial statements for the period ended December 31, 2023. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

PART IV — OTHER INFORMATION

 

(1)   Name and telephone number of person to contact in regard to this notification:
           
    Xiao Jian Wang   347   259-0292
    (Name)   (Area Code)   (Telephone Number)
   
(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
   
     
   
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒  Yes ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Registrant expects to report a loss from continuing operations of approximately $12.2 million for the year ended December 31, 2023, as compared to a loss from continuing operations of approximately $0.4 million for the year ended December 31, 2022.

 

The amounts reported above are still under review by the Registrant’s accounting staff and independent registered public accounting firms and may differ materially once reported in the Form 10-K to be filed by the Registrant.

 

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GD CULTURE GROUP LIMITED
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 1, 2024 By: /s/ Xiao Jian Wang
    Xiao Jian Wang
    Chief Executive Officer, President and
Chairman of the Board

 

 

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