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Variable Interest Entity | 9 Months Ended
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Sep. 30, 2023
Variable Interest Entity [Abstract] |
Variable interest entity | Note 4 – Variable interest entity Wuge On January 3, 2020, Tongrong WFOE entered into contractual arrangements with Wuge and its shareholders. The significant terms of these contractual arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classified Wuge as VIE. On January 11, 2021, Makesi WFOE entered into a series of assignment agreements with Tongrong WFOE, Wuge and the shareholders of Wuge, pursuant to which Tongrong WFOE assign all its rights and obligations under the VIE agreements to Makesi WFOE. The VIE agreements and the assignment agreements granted Makesi WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control the management, operations, assets, property and revenue of Wuge. The assignment did not have any impact on Company’s consolidated financial statements. On September 28, 2022, Makesi WFOE entered into a termination agreement with Wuge and the shareholders of Wuge to terminate the VIE agreements and to cancel the shares 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. 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. None of TMSR HK, Makesi WFOE or Yuanma had any assets, employees or operation. The sale of TMSR HK did not have any material impact on the Company’s consolidated financial statements. Highlight Media On September 16, 2022, Makesi WFOE entered into contractual arrangements with Highlight Media and its shareholders. The significant terms of these contractual arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classifies Highlight Media as VIE. On February 27, 2023, Highlight WFOE entered into a series of assignment agreements with Makesi WFOE, Highlight Media and Highlight Shareholders, pursuant to which Makesi WFOE assign all its rights and obligations under the VIE agreements to Highlight WFOE. The VIE agreements and the assignment agreements granted Highlight WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Highlight Media, including absolute rights to control the management, operations, assets, property and revenue of Highlight Media. The assignment did not have any impact on Company’s consolidated financial statements. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Makesi WFOE is deemed to have a controlling financial interest and be the primary beneficiary of Highlight Media because it has both of the following characteristics:
| (1) | The power to direct activities at Highlight Media that most significantly impact such entity’s economic performance, and
| (2) | The obligation to absorb losses of, and the right to receive benefits from Highlight Media that could potentially be significant to such entity.
Accordingly, the accounts of Highlight Media are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, its financial positions and results of operations are included in the Company’s consolidated financial statements prior to September 30, 2023. 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. The carrying amount of the VIE’s assets and liabilities are as follows:
|  | September 30, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
Cash and cash equivalents |  |  | - |  |  |  | 215,880 |
Accounts receivable, net |  |  | - |  |  |  | 194,520 |
Other receivables, net |  |  | - |  |  |  | 78,293 |
Prepayments |  |  | - |  |  |  | - |
Total current assets |  | $ | - |  |  | $ | 488,693 |
Plants and equipment |  |  | - |  |  |  | 502 |
Goodwill |  |  | - |  |  |  | 2,190,485 |
Total assets |  |  | - |  |  |  | 2,679,680 |
Current liabilities |  |  | - |  |  |  | 333,784 |
Non-current liabilities |  |  | - |  |  |  | - |
Total liabilities |  |  | - |  |  |  | 333,784 |
Net assets |  | $ | - |  |  | $ | 2,345,896 |
Accounts payable |  | $ | - |  |  | $ | 116,105 |
Other payables and accrued liabilities |  |  | - |  |  |  | 13,469 |
Other payables – related party |  |  | - |  |  |  | - |
Tax payables |  |  | - |  |  |  | 195,732 |
Customer Advances |  |  | - |  |  |  | 8,478 |
Wages payable |  |  | - |  |  |  | - |
Total current liabilities |  |  | - |  |  |  | 333,784 |
Lease liabilities – non-current |  |  | - |  |  |  | - |
Total liabilities |  | $ | - |  |  | $ | 333,784 |
The summarized operating results of the VIE’s are as follows:
|  |  | For the Nine Months Ended September 30, |
|  |  | 2023 |
Operating revenues |  | $ | - |
Gross profit |  |  | - |
Income from operations |  |  | - |
Net loss |  | $ | - |

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- Definition The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//810/tableOfContent + Details
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- References No definition available. + Details
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