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].

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 to the sellers[184]. - 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[187]. - The acquisition of Rong Hai Electric Power Fuel Co., Ltd. involved issuing 4,630,000 shares of common stock in exchange for control over the company[189]. - The company has shifted its focus towards the research, development, and sale of solid waste recycling systems while pursuing compatible acquisition opportunities[186]. Financial Performance - Total revenues increased by approximately $3.5 million, or 37.2%, to approximately $12.8 million for the three months ended June 30, 2019, compared to approximately $9.3 million for the same period in 2018[197]. - Revenues from solid waste recycling systems and equipment decreased by approximately $4.8 million, or 61.9%, to $3.0 million for the three months ended June 30, 2019, due to a decrease in orders[198]. - Revenues from coating and fuel materials increased significantly by 743.2% to $9.3 million for the three months ended June 30, 2019, driven by the acquisition of Rong Hai[196]. - Total revenues increased by approximately $3.2 million, or 19.2%, to approximately $20.0 million for the six months ended June 30, 2019, compared to approximately $16.8 million for the same period in 2018[228]. - Revenues from coating and fuel materials increased by approximately $15.3 million, or 1383.6%, to $16.4 million for the six months ended June 30, 2019, compared to $1.1 million for the same period in 2018[229]. - Net income decreased by approximately $2.1 million, or 77.3%, to approximately $628,560 for the six months ended June 30, 2019, compared to approximately $2.8 million for the same period in 2018[227]. Operational Changes and Challenges - The company disposed of its subsidiary TJComex BVI, which had minimal contribution to operations, to improve overall financial condition and focus on solid waste recycling[186]. - The company is actively seeking to dispose of Hubei Shengrong due to a government policy change requiring facility relocation, which is expected to take 7-8 years[190]. - The company has observed trends in government efforts to control industrial solid waste discharge, which may directly impact operations[191]. - The company continues to rely on a small number of long-term customers, and losing major customers could significantly impact operations[195]. - The company is affected by China's economic conditions and regulatory environment, which could materially impact demand for its services[193]. Cost and Profitability - Cost of revenues for coating and fuel materials increased by approximately $15.3 million, or 2288.1%, to $16.0 million for the six months ended June 30, 2019, compared to $669,067 for the same period in 2018[229]. - Gross profit increased by approximately $55,478, or 2.2%, to approximately $2.6 million for the six months ended June 30, 2019, compared to approximately $2.5 million for the same period in 2018[228]. - The gross margin decreased from approximately 18.7% for the three months ended June 30, 2018, to approximately 17.9% for the same period in 2019, primarily due to increased sales of lower-margin products[221]. Cash Flow and Liquidity - Net cash used in operating activities for the six months ended June 30, 2019, was $(2,292,289), compared to $(886,009) for the same period in 2018[281]. - Cash provided by financing activities was $2,984,000 for the six months ended June 30, 2019, compared to $1,568,024 for the same period in 2018[281]. - As of June 30, 2019, net working capital was approximately $0.7 million, but after removing related party payables, it was $5.1 million[278]. - The company expects to continue generating cash flow from operations in the next twelve months[279]. Risks and Uncertainties - Credit risk is a significant concern for the company, with accounts receivable being typically unsecured and derived from customer revenue[285]. - The company manages credit risk through credit approvals, limits, and monitoring procedures, requiring prepayment from customers before production or delivery[287]. - Liquidity risk is present, with the company monitoring its financial position and seeking short-term funding from financial institutions when necessary[289]. - The company is exposed to inflation risk, which could impact operating results if raw material and overhead costs increase significantly[290]. - A majority of the company's operations and assets are denominated in RMB, exposing it to foreign currency risk due to regulatory controls on currency conversion[291].

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, 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) | --- | --- | |-------------- ...

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 to the sellers [289]. - The company acquired Wuhan HOST Coating Materials Co., Ltd. for a total consideration of $11.2 million, which included $5.2 million in cash and $6.0 million in stock [292]. - The acquisition of Rong Hai Electric Power Fuel Co., Ltd. involved issuing 4,630,000 shares of common stock in exchange for control over the company [295]. Revenue and Sales Performance - Total revenues decreased by approximately $15.6 million, or 40.2%, to approximately $23.2 million for the year ended December 31, 2018, compared to approximately $38.8 million for the year ended December 31, 2017 [305]. - Revenue from solid waste recycling systems and equipment decreased by approximately $3.3 million, or 17.9%, to approximately $15.3 million for the year ended December 31, 2018 [306]. - The number of solid waste recycling equipment sold decreased by 25 units, or 78.1%, from 32 units in 2017 to 7 units in 2018 [307]. - Average selling price of solid waste recycling equipment decreased by $63,772, or 11.0%, from $582,357 in 2017 to $518,585 in 2018 [307]. - Coating materials revenue reached approximately $4.6 million, with 1,873,252 kilograms sold at an average price of approximately $2.46 per kilogram [310]. - Coal sales amounted to 11,775 tons at an average selling price of approximately $93.95 per ton after the acquisition of Rong Hai [310]. - Trading and others revenue decreased by approximately $17.9 million, or 89.2%, to approximately $2.2 million for the year ended December 31, 2018 [311]. - The company completed the sales of 3 units of solid waste recycling infrastructure systems with an average selling price of $3,889,419 per unit in 2018 [309]. - Revenues from trading industrial waste materials decreased by approximately 90.0%, from $13.2 million in 2017 to $1.3 million in 2018, primarily due to reduced trading volume [326]. Financial Performance - Gross profit decreased by approximately $15.0 million, or 76.8%, to approximately $4.5 million in 2018, with gross margin dropping from 50.4% in 2017 to 19.5% in 2018 [329]. - Operating income decreased by approximately 71.4%, from $7.4 million in 2017 to approximately $2.1 million in 2018, reflecting a decline in higher profit margin products [335]. - SG&A expenses increased by approximately 66.4%, from $1.8 million in 2017 to approximately $3.0 million in 2018, driven by higher professional fees related to acquisitions [331]. - Net income decreased by approximately $2.8 million, or 65.6%, to approximately $1.4 million for the year ended December 31, 2018, compared to $4.2 million in 2017 [338]. Cash Flow and Liquidity - The company reported net cash used in operating activities of approximately $2.0 million for the year ended December 31, 2018, compared to approximately $0.4 million for the previous year [365]. - The company generated approximately $1.5 million of net income from operations during the year ended December 31, 2018 [365]. - Cash held by the company as of December 31, 2018, amounted to $726,737, an increase from $461,883 as of December 31, 2017 [364]. - The company had net cash provided by investing activities of $2,444,720 for the year ended December 31, 2018, compared to $21,566 in 2017 [364]. - The company expects to continue generating cash flow from operations in the next twelve months [361]. - The company anticipates needing additional cash resources in the future for investment, acquisition, or strategic cooperation opportunities [361]. Operational Challenges and Strategic Focus - Hubei Shengrong was forced to close its existing facility due to government policy changes, impacting its production capabilities [296]. - The company is actively seeking to dispose of Hubei Shengrong while retaining its research and development capabilities in solid waste recycling systems [296]. - Management has noted that government regulations on industrial solid waste discharge may directly impact operations in the near future [297]. - The company is in the process of searching for suitable vendors to manufacture products in 2019 to recover from the decline in revenue [306]. Cost and Pricing Dynamics - Cost of solid waste recycling systems and equipment revenue increased by approximately 112.5%, from $6.0 million in 2017 to approximately $12.7 million in 2018, due to higher sales volume [323]. - The average unit cost of coating materials sold was approximately $1.88, with 1,873,252 kilograms sold in 2018, and coal sold at an average unit cost of approximately $91.31 for 11,775 tons [324]. Tax and Regulatory Environment - The effective tax rate decreased from 31.7% in 2017 to 26.2% in 2018, due to the acquisition of Wuhan Host and its "high-tech enterprise" tax status [337]. Risk Factors - Credit risk is significant, with accounts receivable being typically unsecured and derived from customer revenue [369]. - The company manages credit risk through prepayment requirements and regular monitoring of customer creditworthiness [370]. - Liquidity risk is present, with the company analyzing its financial position to ensure sufficient capital resources [372]. - Inflation risk may impact operating results if raw material costs increase without corresponding price adjustments [373]. - A majority of the company's assets and liabilities are denominated in RMB, exposing it to foreign currency risk [374].