PART I [Business](index=4&type=section&id=Item%201.%20Business) The company operates as a Nevada-based holding entity, conducting its primary IoT business through a Chinese Variable Interest Entity, Wuge, a structure with inherent legal risks [General Business and Corporate Structure](index=4&type=section&id=General%20Business%20and%20Corporate%20Structure) CCNC operates as a holding company, conducting its IoT and digital door sign business through a PRC-based VIE, Wuge, controlled by contractual arrangements - The company's primary business, conducted through its VIE Wuge, focuses on IoT and digital door signs, accessible via the **'Wuge Social' mobile application**[9](index=9&type=chunk)[10](index=10&type=chunk) - CCNC operates as a holding company with no material operations, relying on VIE agreements with Wuge, a structure explicitly warned to carry **unique, untested legal risks** that could render securities worthless[8](index=8&type=chunk) - Control over Wuge is established through contractual arrangements assigned to its subsidiary Makesi WFOE, including **Technical Consultation and Services, Equity Pledge, Equity Option, and Voting Rights Proxy Agreements**[30](index=30&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [Corporate History and Dispositions](index=5&type=section&id=Corporate%20History%20and%20Dispositions) The company transformed from a blank check entity to an IoT focus, marked by the Wuge acquisition and strategic divestitures of non-core assets - On March 30, 2021, the company sold Tongrong WFOE, which held VIE agreements for the coal and materials wholesale business, designating these operations as **discontinued**[11](index=11&type=chunk)[25](index=25&type=chunk) - The company acquired control of Wuge in January 2020 via VIE agreements, issuing **4,000,000 shares of common stock**, shifting its focus to IoT and blockchain-related e-commerce[21](index=21&type=chunk) - In June 2020, the company disposed of its China Sunlong subsidiaries, engaged in the coating material business, citing **catastrophic economic disruption from the COVID-19 pandemic**[23](index=23&type=chunk)[26](index=26&type=chunk) [Regulatory Developments and HFCAA Implications](index=9&type=section&id=Regulatory%20Developments%20and%20HFCAA%20Implications) The company navigates complex U.S. and Chinese regulations, believing its U.S.-based, PCAOB-inspected auditor mitigates immediate HFCAA risks, despite uncertainties in PRC overseas listing rules - The company's auditor, WWC, P.C., is U.S.-based and subject to **regular PCAOB inspection**, mitigating immediate risk under the HFCAA[43](index=43&type=chunk) - The company believes it is not currently required to obtain CSRC or CAC permission for its U.S. listing, but acknowledges **future rules could impose new filing requirements**[39](index=39&type=chunk)[40](index=40&type=chunk) - Management believes Wuge is not a "network platform operator" with over one million users' personal information, thus not currently subject to **China's cybersecurity review**, though the definition remains unclear[35](index=35&type=chunk)[36](index=36&type=chunk) [Condensed Consolidated Financial Data](index=11&type=section&id=Condensed%20Consolidated%20Financial%20Data) Condensed financial data reveals complete reliance on the VIE for revenue, a significant consolidated net loss in 2021, and substantial growth in total consolidated assets Condensed Consolidated Statements of Income (Loss) (USD) | | CCNC (Parent) | Subsidiaries | VIE | Eliminations | Consolidated Total | |:---|---:|---:|---:|---:|---:| | **For the Year Ended Dec 31, 2021** | | | | | | | Revenue | - | - | 25,029,949 | - | 25,029,949 | | Net income (loss) | (24,721,486) | - | 3,721,527 | (5,970,933) | (26,970,892) | | **For the Year Ended Dec 31, 2020** | | | | | | | Revenue | - | - | 591,455 | - | 591,455 | | Net income (loss) | (1,445,522) | - | (158,591) | 4,114,569 | 2,510,456 | Condensed Consolidated Balance Sheets (USD) | | CCNC (Parent) | Subsidiaries | VIE | Eliminations | Consolidated Total | |:---|---:|---:|---:|---:|---:| | **As of Dec 31, 2021** | | | | | | | Total assets | 51,739,299 | - | 19,367,508 | (20,571,550) | 50,535,257 | | Total liabilities | 5,471,427 | - | 15,833,781 | (2,849,942) | 18,455,266 | | Total shareholders' equity | 46,267,872 | - | 3,533,727 | (17,721,608) | 32,079,991 | | **As of Dec 31, 2020** | | | | | | | Total assets | 35,187,552 | - | 2,304,566 | (12,356,999) | 25,135,119 | | Total liabilities | 2,046,099 | - | 2,521,501 | (1,345,236) | 3,222,364 | | Total shareholders' equity | 33,141,453 | - | (216,935) | (11,011,763) | 21,912,755 | - No cash or asset transfers occurred between the parent, subsidiaries, and VIE in 2021, though **approximately $1.23 million was transferred from Tongrong to the VIE in 2020** as working capital[51](index=51&type=chunk)[52](index=52&type=chunk) [Recent Business Developments](index=14&type=section&id=Recent%20Business%20Developments) The company actively engaged in capital raising, securing $25.0 million, and pursued strategic acquisitions of Bitcoin mining machines, though some subsequent agreements were terminated - In February 2021, the company raised **gross proceeds of $25.0 million** through a registered direct offering and private placement[60](index=60&type=chunk)[61](index=61&type=chunk) - The company agreed in February 2021 to purchase **10,000 Bitcoin mining machines for approximately $6.16 million**, paid with 1,587,800 shares of common stock and potential bonus shares[66](index=66&type=chunk) - Asset purchase agreements from July and September 2021 for digital currency mining machines and cloud computing servers were both **terminated in early 2022**, with considerations returned[69](index=69&type=chunk)[70](index=70&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from its VIE structure, evolving PRC regulations, potential HFCAA delisting, and the limited operating history of its core Wuge business - A primary risk is that VIE agreements, providing control over Wuge, are **not as effective as direct ownership** and remain untested in PRC courts, potentially leading to invalidation and worthless stock[97](index=97&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - The Chinese government's substantial influence and evolving regulations on securities, data, and overseas listings create **significant uncertainty**, potentially hindering the company's ability to offer securities or maintain its U.S. listing[142](index=142&type=chunk)[144](index=144&type=chunk)[147](index=147&type=chunk) - The HFCAA poses a delisting risk if the PCAOB cannot inspect the company's auditor for two consecutive years, a **significant risk despite the current auditor's compliance**[178](index=178&type=chunk)[180](index=180&type=chunk)[189](index=189&type=chunk) - Wuge, the company's main business, has a **limited operating history** since commencing its digital door sign business in March 2021, complicating future performance evaluation[201](index=201&type=chunk) [Unresolved Staff Comments](index=41&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None [Properties](index=41&type=section&id=Item%202.%20Properties) The company's operational property is a leased office for Wuge in Chengdu, Sichuan, China, considered adequate for current operations - Wuge's office is located at **119 Zhaojuesi South Road, Room 2-1, Chengdu, Sichuan, China**, with an annual rent of approximately **RMB 400,000**[226](index=226&type=chunk) [Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company, its subsidiaries, and its VIE are not currently parties to any material legal proceedings - To management's knowledge, no litigation is currently pending or contemplated against the company, its officers, or its property[227](index=227&type=chunk) [Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's current business operations - Not applicable PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=42&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants trade on Nasdaq and OTC, with no cash dividends planned, and an Equity Incentive Plan authorizing up to 3,000,000 shares - The company's common stock is traded on the **Nasdaq Capital Market** under the symbol "CCNC"[230](index=230&type=chunk) - The company has not paid and does not plan to pay cash dividends, intending to **retain earnings for operations and growth**[231](index=231&type=chunk) - The 2019 Equity Incentive Plan authorizes a maximum of **3,000,000 shares** of common stock for awards to employees, directors, and consultants[231](index=231&type=chunk)[235](index=235&type=chunk) [Reserved](index=46&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - None [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year 2021 saw a dramatic shift to Wuge's digital door sign business, generating $25.0 million in revenue but resulting in a $27.0 million net loss due to increased operating expenses, despite improved liquidity from financing activities Results of Operations Comparison (USD in millions) | | 2021 | 2020 | Change (%) | |:---|---:|---:|---:| | Total revenues | 25.0 | 0.6 | 4131.9% | | Gross profit | 8.3 | 0.6 | 1346.3% | | Operating expenses | 22.9 | 1.1 | 2045.5% | | Loss from operations | (14.6) | (0.5) | 2848.3% | | Net (loss) income | (27.0) | 2.5 | (1174.3)% | - Revenue for the year ended December 31, 2021, was approximately **$25.0 million**, entirely from the new Wuge digital door signs business[279](index=279&type=chunk) - Operating expenses surged to **$22.9 million in 2021** from $0.7 million in 2020, primarily due to increased employee compensation[283](index=283&type=chunk) Cash Flow Summary (USD in millions) | | 2021 | 2020 | |:---|---:|---:| | Net cash used in operating activities | (5.5) | (0.002) | | Net cash used in investing activities | (1.3) | (4.5) | | Net cash provided by financing activities | 22.8 | 3.1 | [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide this disclosure - Disclosure is not required for a smaller reporting company[319](index=319&type=chunk) [Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section references the full consolidated financial statements and the independent registered public accounting firm's report, located from page F-1 to F-31 - This item references the detailed financial statements located on **pages F-1 through F-31** of the annual report[319](index=319&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, practices, or financial statement disclosure - None [Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2021, due to material weaknesses in U.S. GAAP expertise and training, with remediation plans underway - Management concluded that disclosure controls and procedures were **not effective** as of the end of the reporting period[320](index=320&type=chunk) - Two material weaknesses were identified: **inadequate U.S. GAAP expertise** among accounting staff and **no formal training plan** for U.S. GAAP and internal controls[324](index=324&type=chunk)[325](index=325&type=chunk) - Management's remediation plan includes engaging **outside consultants** and implementing a **training program** for accounting staff[327](index=327&type=chunk) [Other Information](index=57&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=57&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable PART III [Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Wei Xu and CFO Yi Li, with an eight-member board, a majority of whom are independent and serve on three standing committees Executive Officers and Directors | Name | Age | Position | |:---|---:|:---| | Wei Xu | 59 | Chief Executive Officer, President, and Chairman of the Board | | Yi Li | 44 | Chief Financial Officer and Secretary | | Jianan Liang | 46 | Chief Operating Officer | | Bibo Lin | 38 | Vice President and Director | | Mingyue Cai | 43 | Director, Chairman of the Compensation Committee | | Chengwei Mo | 47 | Director, Chairman of the Audit Committee | | Siyang Hu | 39 | Director | | Fei Gan | 41 | Director, Chairman of the Nominating and Corporate Governance Committee | - The board has determined that **Mingyue Cai, Chengwei Mo, Fei Gan, and Siyang Hu** are independent directors as defined by Nasdaq listing standards[343](index=343&type=chunk) - The board has an **Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee**, each with specified members and chairpersons[346](index=346&type=chunk)[348](index=348&type=chunk)[350](index=350&type=chunk) [Executive Compensation](index=63&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for fiscal year 2021 was modest, with CEO Wei Xu receiving $10,000, and no stock awards granted to officers or directors 2021 Summary Compensation Table (Named Executive Officers) | Name and Principal Position | Salary ($) | |:---|---:| | Wei Xu (CEO, President and Chairman) | 10,000 | | Yimin Jin (Former CEO) | 66,667 | | Weidong (David) Feng (Former CEO) | 33,333 | | Tingjun Yang (Former CEO) | 18,750 | | Yi Li (CFO) | 30,000 | | Jianan Liang (COO) | 23,750 | | Bibo Lin (Vice President and director) | 10,000 | 2021 Director Compensation | Name | Fees earned in cash ($) | |:---|---:| | Qihai Wang | 2,500 | | Yajing Li | 2,500 | | Mingyue Cai | 10,000 | | Chengwei Mo | 7,500 | | Siyang Hu | 3,333 | | Fei Gan | 8,750 | | Jin Wang | 5,833 | - No stock or option awards were granted to officers and directors during the fiscal year ended December 31, 2021[358](index=358&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=65&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 31, 2022, directors and executive officers collectively owned 13.38% of common stock, with CEO Wei Xu and former CEO Yimin Jin holding significant stakes under a Voting-in-Concert Agreement Security Ownership of Beneficial Owners (as of March 31, 2022) | Name of Beneficial Owner | Amount of Beneficial Ownership | Percent of Class | |:---|---:|---:| | **Directors and Named Executive Officers** | | | | Wei Xu (CEO, President & Chairman) | 3,940,184 | 10.25% | | Bibo Lin (VP & Director) | 1,200,000 | 3.12% | | All officers and directors as a group (8 persons) | 5,140,184 | 13.38% | | **5% Beneficial Owners** | | | | Yimin Jin | 4,334,705 | 11.28% | | Hong Kong Kisen Co., Limited | 2,300,000 | 5.98% | - CEO Wei Xu and former CEO Yimin Jin have a **Voting-in-Concert Agreement** dated July 26, 2021, with a one-year term[366](index=366&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=65&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company engaged in related party transactions involving non-interest-bearing advances and loans, with outstanding receivables and payables, and has determined four directors are independent Other Receivable – Related Party (as of Dec 31, 2021) | Name of related party | Relationship | Amount (USD) | |:---|:---|---:| | Chengdu Yuan Code Chain Technology Co. Ltd | Controlled by former shareholder | 513,387 | | Marchain (Shanghai) Network Technology Co., LTD | Controlled by shareholder | 78,423 | | Chenghua District Code To Code To Commerce And Trade Department | Controlled by employee | 19,138 | | **Total** | | **610,948** | Other Payables – Related Parties (as of Dec 31, 2021) | Name of related party | Relationship | Amount (USD) | |:---|:---|---:| | Chuanliu Ni | CEO and director of a former subsidiary | 325,907 | | Zhong Hui Holding Limited | Shareholder of the Company | 140,500 | | **Total** | | **466,407** | - The board has determined that **Mr. Chengwei Mo, Mr. Siyang Hu, Mr. Mingyue Cai, and Mr. Fei Gan** are "independent directors" as defined by Nasdaq listing standards[371](index=371&type=chunk) [Principal Accountant Fees and Services](index=66&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent registered public accounting firm, WWC, P.C., charged $225,000 in audit fees annually for 2021 and 2020, with additional tax services in 2021, all pre-approved Accountant Fees (USD) | Fee Category | 2021 | 2020 | |:---|---:|---:| | Audit Fees | 225,000 | 225,000 | | Audit-Related Fees | 0 | 0 | | Tax Fees | 5,000 | 0 | | All Other Fees | 0 | 0 | PART IV [Exhibits, Financial Statement Schedules](index=67&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section lists all Form 10-K exhibits, including corporate governance documents, material contracts, and certifications, with all financial statement schedules omitted - The report includes a comprehensive list of exhibits, such as **Articles of Incorporation, Bylaws, warrant forms, employment agreements, VIE-related agreements, asset purchase agreements, and required CEO/CFO certifications**[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - All financial statement schedules have been omitted as they are **not applicable, immaterial, or the information is already present** in the financial statements and notes[374](index=374&type=chunk)

[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's analysis of the company's financial condition and operational results [ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) This section presents the unaudited condensed consolidated financial statements for the period ended June 30, 2021, including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets increased to **$45.1 million** from **$25.1 million** at the end of 2020, driven by significant increases in cash and plant and equipment, while total liabilities and shareholders' equity also grew | Financial Metric | June 30, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $19,251,392 | $998,717 | | Plant and Equipment, Net | $5,734,958 | $82,833 | | Total Assets | $45,113,983 | $25,135,119 | | **Liabilities & Equity** | | | | Total Liabilities | $6,922,930 | $3,222,364 | | Total Shareholders' Equity | $38,191,053 | $21,912,755 | | Total Liabilities and Shareholders' Equity | $45,113,983 | $25,135,119 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2021, revenues significantly increased to **$6.9 million**, but a substantial rise in operating expenses led to a **$20.2 million** loss from operations and a **$29.6 million** net loss Three Months Ended June 30 | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | | :--- | :--- | :--- | | Total Revenues | $3,495,731 | $46,482 | | Gross Profit | $3,341,838 | $38,870 | | Income (Loss) from Operations | ($5,793,547) | ($167,312) | | Net Income (Loss) | ($3,208,989) | $6,772,568 | | Basic and Diluted EPS | ($0.09) | $0.25 | Six Months Ended June 30 | Metric | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Total Revenues | $6,876,290 | $46,482 | | Gross Profit | $6,717,604 | $38,870 | | Income (Loss) from Operations | ($20,178,663) | ($880,894) | | Net Income (Loss) | ($29,553,783) | $6,958,969 | | Basic and Diluted EPS | ($0.85) | $0.25 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was **$3.3 million**, while net cash provided by financing activities was substantial at **$22.8 million**, primarily from common stock issuance, resulting in a **$18.3 million** net increase in cash | Cash Flow Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | ($3,333,791) | $1,005,664 | | Net cash used in investing activities | ($1,211,929) | ($4,502,936) | | Net cash provided by financing activities | $22,795,027 | $3,013,714 | | Net (Decrease)/Increase in Cash | $18,252,675 | ($544,047) | | Cash and Cash Equivalents, End of Period | $19,251,392 | $1,939,520 | - Significant non-cash financing and investing activities for the six months ended June 30, 2021, included the issuance of common stock for bonuses (**$2.6 million**), purchase of Bitcoin mining machines (**$6.2 million**), and employee compensation (**$16.9 million**)[17](index=17&type=chunk) [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) The notes provide critical context to the financial statements, detailing the company's history of reverse mergers, acquisitions, and dispositions, including the strategic pivot towards digital currency mining - On March 30, 2021, the company sold its subsidiary Tongrong WFOE, which contractually controlled the Rong Hai coal business, with this disposition treated as a discontinued operation[39](index=39&type=chunk)[106](index=106&type=chunk) - The company's primary operations are now conducted through its Variable Interest Entity (VIE), Sichuan Wuge Network Games Co., Ltd. ("Wuge"), which was acquired in January 2020[34](index=34&type=chunk)[99](index=99&type=chunk)[104](index=104&type=chunk) - As a subsequent event, on July 28, 2021, the company entered into an agreement to purchase additional digital currency mining machines for approximately **$16.4 million**, payable in **7.6 million** shares of common stock[167](index=167&type=chunk)[168](index=168&type=chunk) - The company received **54 crypto coin wallets** holding Bitcoin valued at approximately **$1.81 million** as part of a make good provision, which was recorded as other income and an indefinite-life intangible asset[118](index=118&type=chunk)[119](index=119&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=38&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's strategic shift following the disposition of its coal wholesale business to focus on IoT and electronic token business, with a significant pivot towards cryptocurrency mining, impacting revenue, expenses, and liquidity [Recent Development](index=39&type=section&id=Recent%20Development) The company has aggressively moved into cryptocurrency mining, with agreements to purchase **10,000 Bitcoin mining machines** for **~$6.2 million** and additional machines for **~$16.4 million**, both payable in stock, and formed a joint venture for a digital energy carbon neutral innovation platform - The company entered into an asset purchase agreement on February 23, 2021, to acquire **10,000 Bitcoin mining machines** for a purchase price of **~$6.16 million**, payable in **1,587,800 shares** of common stock[175](index=175&type=chunk) - On July 28, 2021, the company agreed to purchase additional digital currency mining machines for **~$16.44 million**, payable in **7,647,493 shares** of common stock, to further develop its mining operations[177](index=177&type=chunk) - A joint venture was formed on June 1, 2021, to create a digital energy carbon neutral innovation platform, with the company contributing **$1 million** for a **51% interest**[177](index=177&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) For the three months ended June 30, 2021, revenues surged to **$3.5 million**, but operating expenses ballooned to **$9.1 million**, resulting in a **$5.8 million** loss from operations, and a **$29.6 million** net loss for the six-month period Three Months Ended June 30 | Metric (Three Months Ended June 30) | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $3,495,731 | $46,482 | +7,420.6% | | Gross Profit | $3,341,838 | $38,870 | +8,497.5% | | Operating Expenses | $9,135,385 | $206,182 | +4,330.7% | | Loss from Operations | ($5,793,547) | ($167,312) | +3,362.7% | | Net (Loss) Income | ($3,208,989) | $6,772,568 | -147.4% | Six Months Ended June 30 | Metric (Six Months Ended June 30) | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $6,876,290 | $46,482 | +14,693.4% | | Gross Profit | $6,717,604 | $38,870 | +17,182.2% | | Operating Expenses | $26,896,267 | $919,764 | +2,824.3% | | Loss from Operations | ($20,178,663) | ($880,894) | +2,190.7% | | Net (Loss) Income | ($29,553,783) | $6,958,969 | -524.7% | - The significant increase in operating expenses for both the three and six-month periods was mainly attributed to increased employee compensation[192](index=192&type=chunk)[199](index=199&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity position improved significantly, with cash increasing to **$19.3 million** as of June 30, 2021, primarily due to **$22.8 million** in net cash provided by financing activities from common stock issuance - Cash and cash equivalents increased to **$19,251,392** at June 30, 2021, from **$998,717** at December 31, 2020[225](index=225&type=chunk) - Net cash provided by financing activities was **$22.8 million** for the six months ended June 30, 2021, mainly from **$22.5 million** in proceeds from the issuance of common stock[228](index=228&type=chunk) - Net working capital was approximately **$21.7 million** as of June 30, 2021[223](index=223&type=chunk) [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=48&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company identifies several market risks, including credit risk from unsecured accounts receivable and uninsured cash deposits, liquidity risk, inflation risk, and foreign currency risk due to RMB-denominated operations - Credit Risk: The company is exposed to credit risk from unsecured accounts receivable and cash held in PRC financial institutions, which is not government-insured[229](index=229&type=chunk)[230](index=230&type=chunk) - Foreign Currency Risk: A majority of operating activities are denominated in RMB, which is not freely convertible and is subject to PRC government policies, creating foreign exchange risk[233](index=233&type=chunk) [CONTROLS AND PROCEDURES](index=48&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) As of March 31, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective, with no material changes to internal control over financial reporting during the most recent fiscal quarter - Management, including the CEO and CFO, concluded that as of March 31, 2021, the company's disclosure controls and procedures were not effective[235](index=235&type=chunk) [PART II — OTHER INFORMATION](index=50&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers other information including legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [LEGAL PROCEEDINGS](index=50&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings during the period - No legal proceedings were reported[237](index=237&type=chunk) [RISK FACTORS](index=50&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section is not applicable as the company qualifies as a smaller reporting company - Not applicable for smaller reporting companies[237](index=237&type=chunk) [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=50&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[237](index=237&type=chunk) [EXHIBITS](index=50&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the quarterly report, including CEO and CFO certifications and Inline XBRL data files - The report includes required certifications from the Co-Chief Executive Officer, President, and Chief Financial Officer, as well as Inline XBRL documents[239](index=239&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | Nevada | 47-3709051 | | --- | --- | | (State or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | --- | --- | |------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT LIMITED (Exact name of registrant as specified in its charter) | --- | --- | |---------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 TMSR HOLDING COMPANY LIMITED (Exact name of registrant as specified in its charter) Nevada 47-3709051 (State or other jurisdiction of incorp ...

Business Combinations and Acquisitions - TMSR Holding Company Limited completed a business combination with JM Global, resulting in the issuance of 8,995,428 shares of common stock [171]. - The acquisition of Wuhan HOST Coating Materials Co., Ltd. was finalized for a total consideration of $11.2 million, including $5.2 million in cash and $6.0 million in stock [174]. - The acquisition of Rong Hai Electric Power Fuel Co., Ltd. included the issuance of 4,630,000 shares of common stock [176]. - The company established a fully owned subsidiary, Fujian Shengrong, with registered capital of approximately $1.5 million [172]. - The company is actively seeking acquisition opportunities for more compatible businesses following the disposal of non-core operations [173]. Financial Performance - Total revenues increased by approximately $3.6 million, or 119.1%, to approximately $6.7 million for the three months ended September 30, 2019, compared to approximately $3.1 million for the same period in 2018 [184]. - Revenues from coating and fuel materials increased by 293.4% to $6,075,560 for the three months ended September 30, 2019, compared to $1,544,466 for the same period in 2018 [183]. - Revenues from solid waste recycling systems and equipment increased by 31.9% to $668,714 for the three months ended September 30, 2019, compared to $506,988 for the same period in 2018 [183]. - Total revenues increased by approximately $6.9 million, or 34.7%, to approximately $26.8 million for the nine months ended September 30, 2019, compared to approximately $19.9 million for the same period in 2018 [215]. - Revenues from coating and fuel materials surged by 749.0% to $22.5 million for the nine months ended September 30, 2019, compared to $2.7 million for the same period in 2018 [215]. - Revenues from solid waste recycling systems and equipment decreased by approximately $11.8 million, or 76.4%, to $3.6 million for the nine months ended September 30, 2019 [216]. Profitability and Expenses - Gross profit decreased by 4.1% to $983,724 for the three months ended September 30, 2019, compared to $1,025,316 for the same period in 2018 [183]. - Net income decreased by 44.3% to $134,456 for the three months ended September 30, 2019, compared to $241,501 for the same period in 2018 [183]. - Gross profit decreased by approximately $280,182, or 7.3%, to approximately $3.5 million for the nine months ended September 30, 2019 [215]. - Operating expenses increased by approximately $2.5 million, or 12630.0%, to $2.5 million for the nine months ended September 30, 2019 [215]. - Net income decreased by approximately $2.2 million, or 74.7%, to approximately $763,016 for the nine months ended September 30, 2019 [214]. Taxation and Income - The effective tax rate increased from 19.2% for the three months ended September 30, 2018, to 30.3% for the same period in 2019 [213]. - The effective tax rate increased from 19.7% for the six months ended September 30, 2018, to 28.6% for the nine months ended September 30, 2019, due to non-deductible expenses [245]. - Provision for income tax was approximately $0.3 million during the nine months ended September 30, 2019, compared to approximately $0.7 million for the same period in 2018 [245]. Cash Flow and Working Capital - Net cash used in operating activities was approximately $1.6 million for the nine months ended September 30, 2019, a decrease from approximately $1.9 million for the same period in 2018 [268]. - Net cash provided by financing activities was approximately $2.5 million for the nine months ended September 30, 2019, compared to approximately $0.7 million for the same period in 2018 [270]. - As of September 30, 2019, the company had cash amounting to $1,421,472, an increase from $726,737 as of December 31, 2018 [267]. - As of September 30, 2019, the company's net working capital was approximately $0.8 million, with over 34% of current liabilities from other payables related to major shareholders [264]. - The company expects to continue generating cash flow from operations in the next twelve months, with a net working capital of $5.1 million after removing related party liabilities [264]. Risks and Challenges - The company managed credit risk through in-house research and analysis of the Chinese economy and required prepayment from customers prior to production [272]. - Liquidity risk is controlled by financial position analysis and monitoring procedures, with potential short-term funding from financial institutions if necessary [275]. - The company is exposed to inflation risk, which could impair operating results if raw material and overhead costs increase significantly [276]. - A majority of the company's operating activities and assets are denominated in RMB, exposing it to foreign currency risk due to regulatory controls on currency exchange [277]. Market Trends and Future Outlook - The PRC's annual economic growth rate declined from 7.7% in 2013 to 6.6% in 2018, with an expected further slowdown to 6.2% in 2019 [179]. - The company is focusing on solid waste recycling systems and environmental control business opportunities following the disposal of Hubei Shengrong [177]. - The company has observed trends in government efforts to control industrial solid waste discharge, which may impact operations [178]. - The company is in the process of searching for suitable vendors to produce solid waste recycling products, which is expected to positively impact future revenues [185]. - The company anticipates that revenues will rise again once suitable vendors are located for solid waste recycling equipment and systems business [196]. - The company expects revenues to rise once suitable vendors for solid waste recycling equipment are located [227].