PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Q1 2022 saw $7.6 million in revenues and $985,876 net income, a significant turnaround from a $26.3 million net loss in Q1 2021, driven by the Wuge digital door sign business [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $48.15 million from $50.54 million, while total liabilities decreased to $15.06 million, resulting in an increase in shareholders' equity to $33.09 million Condensed Consolidated Balance Sheet Highlights (in USD) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $15,366,174 | $15,931,353 | | **Total Assets** | **$48,151,492** | **$50,535,257** | | **Total Current Liabilities** | $15,049,472 | $18,446,528 | | **Total Liabilities** | **$15,056,718** | **$18,455,266** | | **Total Shareholders' Equity** | **$33,094,774** | **$32,079,991** | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Q1 2022 revenue from Wuge digital door signs reached $7.6 million, leading to $1.2 million operating profit and $985,876 net income, a substantial improvement from a $26.3 million net loss in Q1 2021 Q1 2022 vs. Q1 2021 Performance (in USD) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Total Revenues** | $7,616,615 | $3,380,559 | | **Gross Profit** | $2,088,665 | $3,375,766 | | **Operating Expenses** | $856,535 | $17,760,882 | | **Loss from Operations** | $1,232,130 | $(14,385,116) | | **Net (Loss) Income** | $985,876 | $(26,344,794) | | **(Loss) / Earnings Per Share** | $0.02 | $(0.80) | [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity increased by approximately $1.0 million to $33.1 million in Q1 2022, primarily due to net income, partially offset by common stock cancellation - Total shareholders' equity rose from **$32,079,991** at the beginning of the period to **$33,094,774** at March 31, 2022[16](index=16&type=chunk)[17](index=17&type=chunk) - The company cancelled **7,647,493 shares** of common stock during the quarter, reducing common stock and additional paid-in capital by a combined **$16.4 million**[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by $2.4 million in Q1 2022, ending at $12.2 million, primarily due to $2.5 million used in operating activities, contrasting with a $21.9 million increase in Q1 2021 Cash Flow Summary (in USD) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $(2,462,442) | $394,702 | | **Net Cash from Investing Activities** | $(6,961) | $(1,188,796) | | **Net Cash from Financing Activities** | $0 | $22,794,575 | | **Net (Decrease)/Increase in Cash** | **$(2,390,111)** | **$21,916,288** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's VIE structure for Wuge operations, the disposal of its coal business, and the subsequent agreement to acquire Yuan Ma through a new VIE structure - The company operates through a VIE structure with Sichuan Wuge Network Games Co., Ltd. ("Wuge"), engaged in IoT and electronic tokens, which carries unique, untested legal risks[22](index=22&type=chunk)[24](index=24&type=chunk) - On March 31, 2021, the company disposed of its subsidiary Tongrong WFOE and its VIE, Rong Hai, which was engaged in the coal wholesale business, now classified as discontinued operations[23](index=23&type=chunk) - Subsequent to the quarter end, on April 14, 2022, the company agreed to acquire Shanghai Yuanma Food and Beverage Management Co., Ltd. through a new VIE structure by issuing **7,680,000 shares** of common stock[136](index=136&type=chunk)[137](index=137&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Q1 2022 revenues increased 125.3% to $7.6 million, while operating expenses decreased 95.2%, leading to $1.2 million operating income and sufficient liquidity for the next twelve months Q1 2022 vs Q1 2021 Operational Results Summary (in USD) | Metric | 2022 | 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $7,616,615 | $3,380,559 | $4,236,056 | 125.3% | | **Gross Profit** | $2,088,665 | $3,375,766 | $(1,287,101) | (38.1)% | | **Operating Expenses** | $856,535 | $17,760,882 | $(16,904,347) | (95.2)% | | **Income (Loss) from Operations** | $1,232,130 | $(14,385,116) | $15,617,246 | (108.6)% | | **Net Income (Loss)** | $985,876 | $(26,344,794) | $27,330,670 | (103.7)% | - The significant decrease in operating expenses was mainly due to decreased employee compensation[159](index=159&type=chunk) - Net cash used in operating activities was approximately **$2.5 million** for Q1 2022, a reversal from **$0.4 million** provided by operating activities in Q1 2021, primarily due to a decrease in customer deposits[185](index=185&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces credit, liquidity, inflation, and significant foreign currency risks due to RMB-denominated assets and liabilities, which are subject to exchange controls - Credit risk is significant due to cash held in Chinese financial institutions not being insured by the government and unsecured accounts receivable[189](index=189&type=chunk)[190](index=190&type=chunk) - The company has significant foreign currency risk as a majority of its operating activities, assets, and liabilities are denominated in RMB, which is subject to Chinese government exchange controls and is not freely convertible[193](index=193&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of March 31, 2022, with no material changes to internal control over financial reporting - The company's Certifying Officers concluded that disclosure controls and procedures were not effective as of the end of the period covered by the report[194](index=194&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings during the period - None[198](index=198&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors were reported from the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 - There are no material changes to the risk factors described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021[198](index=198&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company agreed to acquire Shanghai Yuanma Food and Beverage Management Co., Ltd. via a VIE structure, issuing 7,680,000 common shares, pending stockholder approval - The company agreed to issue **7,680,000 shares** of common stock to acquire Yuan Ma via a VIE structure, with closing conditioned on stockholder approval[199](index=199&type=chunk)[200](index=200&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - None[201](index=201&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - Not applicable[201](index=201&type=chunk) [Other Information](index=35&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information - None[201](index=201&type=chunk) [Exhibits](index=35&type=section&id=ITEM%206.%20EXHIBITS) The report includes required CEO and CFO certifications and Inline XBRL data files as exhibits - The report includes required certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL data files[203](index=203&type=chunk)

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 ...

Revenue Performance - Total revenues decreased by approximately $1.3 million, or 34.7%, to approximately $2.5 million for the three months ended September 30, 2020, compared to approximately $3.8 million for the same period in 2019[182]. - Fuel revenues decreased by approximately $1.3 million, or 33.6%, to approximately $2.5 million for the three months ended September 30, 2020, primarily due to reduced sales influenced by COVID-19[184]. - Total revenues for the nine months ended September 30, 2020, decreased by approximately $7.7 million, or 46.4%, to approximately $9.0 million compared to approximately $16.7 million for the same period in 2019[192]. - Fuel revenues for the nine months ended September 30, 2020, decreased by approximately $7.0 million, or 44.3%, to approximately $9.0 million compared to approximately $16.1 million for the same period in 2019[193]. Operating Performance - Operating expenses increased by approximately $115,874, or 37.1%, from approximately $311,956 for the three months ended September 30, 2019, to approximately $427,830 for the same period in 2020[189]. - Loss from operations for the three months ended September 30, 2020, was approximately $348,649, an increase of approximately 53.5% from approximately $227,165 for the same period in 2019[190]. - Net loss for the three months ended September 30, 2020, was approximately $491,876, a decrease of approximately $626,332 or 465.8% from a net income of approximately $134,456 for the same period in 2019[191]. - Total cost of revenues decreased by approximately $7.8 million, or 47.6%, to approximately $8.6 million for the nine months ended September 30, 2020, compared to approximately $16.3 million for the same period in 2019[196]. Profitability - Gross profit for the nine months ended September 30, 2020, was approximately $398,667, an increase of 4.8% from approximately $380,564 for the same period in 2019[191]. - The Company's gross profit increased by approximately $18,103, or 4.8%, to approximately $0.4 million for the nine months ended September 30, 2020, compared to approximately $0.38 million for the same period in 2019, primarily due to a decrease in coal costs[197]. - The Company's net income rose by approximately $5.7 million, or 747.6%, to approximately $6.5 million for the nine months ended September 30, 2020, from approximately $0.8 million for the same period in 2019, mainly due to the disposal of certain subsidiaries[201]. - Income from discontinued operations for the nine months ended September 30, 2020, was approximately $498,332, a decrease of 68.0% from approximately $1.6 million for the same period in 2019[191]. Cash Flow and Liquidity - Net cash provided by operating activities was approximately $551,053 for the nine months ended September 30, 2020, compared to a net cash used of approximately $1,586,868 for the same period in 2019[224]. - Net cash used in investing activities was approximately $4.4 million for the nine months ended September 30, 2020, compared to approximately $16,596 for the same period in 2019, primarily due to spending on intangible assets and financial products[226]. - The Company had cash of $1,463,402 as of September 30, 2020, down from $4,027,744 as of December 31, 2019[224]. - The Company expects to continue generating cash flow from operations over the next twelve months, although it may require additional cash resources for future investments or acquisitions[222]. - The increase in accounts payable by approximately $0.7 million and customer deposits by approximately $1.2 million contributed to the positive cash flow from operating activities[225]. Financial Position and Risks - As of September 30, 2020, the Company's net working capital was approximately $8.3 million, with over 17% of current liabilities attributed to other payables related to major shareholders[221]. - Net cash provided by financing activities was approximately $3.0 million for the nine months ended September 30, 2020, compared to a net cash used of approximately $2.5 million for the same period in 2019[227]. - The company received approximately $0.4 million from short-term loans and $2.5 million from the issuance of common stock during the nine months ended September 30, 2020[227]. - Credit risk is significant for the company, primarily from cash and accounts receivable, which are typically unsecured[230]. - The company manages credit risk through credit approvals, limits, and monitoring procedures, requiring prepayment from customers before production or delivery[231]. - Liquidity risk is present, with the company analyzing its financial position and seeking short-term funding from financial institutions or owners when necessary[233]. - Inflation risk could impair operating results due to increases in raw material and overhead costs, although it has not materially impacted financial results to date[234]. - A majority of the company's operations and assets are denominated in RMB, which is not freely convertible into foreign currencies, exposing the company to foreign currency risk[235]. Accounting Policies - The Company has identified critical accounting policies that significantly affect its financial statements, requiring management's complex judgments and estimates[202]. - The Company adopted ASU 2014-09 for revenue recognition, which did not result in significant changes in revenue recording practices, except for warranty revenues recognized over a twelve-month period[211].

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 ...