Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | CODE CHAIN NEW CONTINENT LIMITED | |
Trading Symbol | CCNC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 46,109,617 | |
Amendment Flag | false | |
Entity Central Index Key | 0001641398 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37513 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 47-3709051 | |
Entity Address, Address Line One | No 119 South Zhaojuesi Road 2nd Floor | |
Entity Address, Address Line Two | Room 1 Chenghua District | |
Entity Address, Address Line Three | Chengdu | |
Entity Address, City or Town | Sichuan | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 610047 | |
City Area Code | +86 | |
Local Phone Number | 028-84112941 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 13,283,031 | $ 14,588,330 |
Other receivables, net | 845,858 | 728,361 |
Other receivable - related party | 391,347 | 610,948 |
Inventories | 6,494 | 3,714 |
Prepayments | 1,639,131 | |
Total current assets | 16,165,861 | 15,931,353 |
PLANT AND EQUIPMENT, NET | 244,094 | 283,896 |
RIGHT-OF-USE ASSETS | 13,740 | 22,733 |
OTHER ASSETS | ||
Prepayments for purchases of equipment | 12,949,328 | 27,706,681 |
Goodwill | 6,590,339 | |
Intangible assets, net | 145 | 255 |
Deferred tax assets | ||
Total other assets | 12,949,473 | 34,297,275 |
Total assets | 29,373,168 | 50,535,257 |
CURRENT LIABILITIES | ||
Short term loans - bank | ||
Accounts payable | 3,304,867 | 3,543,839 |
Other payables and accrued liabilities | 5,076,310 | 5,005,271 |
Other payables - related parties | 466,407 | 466,407 |
Customer deposits | 4,699,464 | 7,171,255 |
Lease liabilities - current | 7,098 | 13,338 |
Taxes payable | 2,971,979 | 2,246,418 |
Total current liabilities | 16,526,125 | 18,446,528 |
OTHER LIABILITIES | ||
Lease liabilities – non-current | 5,530 | 8,738 |
Total other liabilities | 5,530 | 8,738 |
Total liabilities | 16,531,655 | 18,455,266 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 46,109,617 and 46,077,110 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 4,611 | 4,608 |
Additional paid-in capital | 74,272,259 | 83,034,373 |
Stock subscriptions receivable | (16,403,618) | (25,165,728) |
Accumulated deficit | (45,401,397) | (26,019,119) |
Accumulated other comprehensive income | 369,658 | 225,857 |
Total shareholders’ equity | 12,841,513 | 32,079,991 |
Total liabilities and shareholders’ equity | $ 29,373,168 | $ 50,535,257 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 46,109,617 | 46,077,110 |
Common stock, shares outstanding | 46,109,617 | 46,077,110 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | ||||
Wuge digital door signs | $ 3,495,731 | $ 7,616,615 | $ 6,876,290 | |
TOTAL REVENUES | 3,495,731 | 7,616,615 | 6,876,290 | |
COST OF REVENUES | ||||
Wuge digital door signs | 153,893 | 5,527,950 | 158,686 | |
TOTAL COST OF REVENUES | 153,893 | 5,527,950 | 158,686 | |
GROSS PROFIT | 3,341,838 | 2,088,665 | 6,717,604 | |
OPERATING EXPENSES (INCOME) | ||||
Selling, general and administrative | 7,485,438 | 9,135,385 | 8,341,973 | 26,896,267 |
Impairment of prepayments | 12,949,329 | 12,949,329 | ||
TOTAL OPERATING EXPENSES (INCOME) | 20,434,767 | 9,135,385 | 21,291,302 | 26,896,267 |
INCOME FROM OPERATIONS | (20,434,767) | (5,793,547) | (19,202,637) | (20,178,663) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 33,643 | 17,623 | 65,251 | 19,362 |
Interest expense | (636) | 104 | (935) | |
Investment income | ||||
Other income (expense), net | (1,465) | 1,810,962 | 70,830 | 1,816,443 |
Total other income (expense), net | 31,542 | 1,828,689 | 135,146 | 1,835,805 |
INCOME BEFORE INCOME TAXES FROM CONTINUING OPERATIONS | (20,403,225) | (3,964,858) | (19,067,491) | (18,342,858) |
PROVISION FOR INCOME TAXES | (35,071) | (734,913) | 314,787 | |
INCOME FROM CONTINUING OPERATIONS | (20,368,154) | (3,229,945) | (19,382,278) | (18,342,858) |
Discontinued operations: | ||||
Income (loss) from discontinued operations, net of taxes | 23,571 | |||
Gain on disposal, net of taxes | 20,956 | (11,234,496) | ||
Net income | (20,368,154) | (3,208,989) | (19,382,278) | (29,553,783) |
OTHER COMPREHENSIVE INCOME | ||||
Foreign currency translation adjustment | 114,893 | 28,133 | 143,801 | (739,444) |
COMPREHENSIVE INCOME (LOSS) | $ (20,253,261) | $ (3,180,856) | $ (19,238,477) | $ (30,293,227) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||||
Basic and diluted (in Shares) | 41,065,559 | 34,681,765 | 41,065,559 | 34,681,765 |
Earnings per share from continuing operations | ||||
Basic and diluted (in Dollars per share) | $ (0.5) | $ (0.09) | $ (0.47) | $ (0.53) |
Earnings per share from discontinued operations | ||||
Basic and diluted (in Dollars per share) | 0 | (0.32) | ||
Earnings per share available to common shareholders | ||||
Basic and diluted (in Dollars per share) | $ (0.5) | $ (0.09) | $ (0.47) | $ (0.85) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Weighted average number of common shares basic and diluted (in Shares) | 41,065,559 | 34,681,765 | 41,065,559 | 34,681,765 |
Earnings per share from continuing operations basic and diluted | $ (0.50) | $ (0.09) | $ (0.47) | $ (0.53) |
Earnings per share from discontinued operations basic and diluted | 0 | (0.32) | ||
Earnings per share available to common shareholders basic and diluted | $ (0.50) | $ (0.09) | $ (0.47) | $ 0.85 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings Statutory Reserves | Retained Earnings Unrestricted | Accumulated Other Comprehensive Income (Loss) | Stock Subscription Receivable | Total |
BALANCE at Dec. 31, 2020 | $ 2,918 | $ 20,022,427 | $ 951,773 | $ 935,637 | $ 21,912,755 | |||
BALANCE (in Shares) at Dec. 31, 2020 | 29,176,026 | |||||||
Net income (loss) | (29,553,783) | (29,553,783) | ||||||
Issuance of common stock for Bonus | $ 92 | 2,563,526 | 2,563,618 | |||||
Issuance of common stock for Bonus (in Shares) | 925,494 | |||||||
Issuance of common stock for purchase Bitcoin mining machines | $ 159 | 6,159,841 | 6,160,000 | |||||
Issuance of common stock for purchase Bitcoin mining machines (in Shares) | 1,587,800 | |||||||
Issuance of shares for cash | $ 417 | 22,539,579 | 22,539,996 | |||||
Issuance of shares for cash (in Shares) | 4,166,666 | |||||||
Issuance of common stock for employee compensation | $ 300 | 16,923,550 | 16,923,850 | |||||
Issuance of common stock for employee compensation (in Shares) | 3,000,000 | |||||||
The cancellation of the common stock | $ (43) | (1,615,896) | (1,615,939) | |||||
The cancellation of the common stock (in Shares) | (426,369) | |||||||
Foreign currency translation | (739,444) | (739,444) | ||||||
BALANCE at Jun. 30, 2021 | $ 3,843 | 66,593,027 | (28,602,010) | 196,193 | 38,191,053 | |||
BALANCE (in Shares) at Jun. 30, 2021 | 38,429,617 | |||||||
BALANCE at Dec. 31, 2021 | $ 4,608 | 83,034,373 | (26,019,119) | 225,857 | $ (25,165,728) | 32,079,991 | ||
BALANCE (in Shares) at Dec. 31, 2021 | 46,077,110 | |||||||
Net income (loss) | (19,382,278) | (19,382,278) | ||||||
Issuance of common stock for acquisition Yuan Ma | $ 768 | 7,679,232 | 7,680,000 | |||||
Issuance of common stock for acquisition Yuan Ma (in Shares) | 7,680,000 | |||||||
The cancellation of the common stock | $ (765) | (16,441,346) | (16,442,111) | |||||
The cancellation of the common stock (in Shares) | (7,647,493) | |||||||
Stock subscription receivable from issuance of common stock | 8,762,110 | 8,762,110 | ||||||
Foreign currency translation | 143,801 | 143,801 | ||||||
BALANCE at Jun. 30, 2022 | $ 4,611 | $ 74,272,259 | $ (45,401,397) | $ 369,658 | $ (16,403,618) | $ 12,841,513 | ||
BALANCE (in Shares) at Jun. 30, 2022 | 46,109,617 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ (19,382,278) | $ (29,553,783) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation of plant and equipment | 33,839 | 706,506 |
Amortization of intangible assets | 100 | 100 |
Impairment of prepayments | 12,949,329 | |
Issuance of common stock for employee compensation | 16,923,850 | |
Issuance of common stock for Bonus | 2,563,618 | |
Disposal of the company | 11,234,496 | |
Goodwill impairments | 6,590,339 | |
Bitcoin revenue | (1,810,323) | |
Notes receivable | ||
Accounts receivables | (419,522) | |
Other receivables | 772 | 457,499 |
Other receivable - related party | 196,621 | (266,098) |
Inventories | (3,059) | (589,361) |
Prepayments | (70,306) | (8,041,896) |
Accounts payable | 200,245 | 43,303 |
Other payables and accrued liabilities | (253,170) | 65,785 |
Customer deposits | (2,198,487) | 5,141,680 |
Lease liabilities | (502) | 3,227 |
Taxes payable | 861,864 | 207,128 |
Net cash provided by (used in) operating activities | (1,074,693) | (3,333,791) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net increase in cash from acquisition of Wuge | ||
Net decrease in cash from disposal of discontinued operations | (961,706) | |
Purchase of Intangible assets | ||
Purchase of financial products | ||
Purchase of equipment | (6,820) | (250,223) |
Net cash used in investing activities | (6,820) | (1,211,929) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 22,539,996 | |
Proceeds from short-term loans - bank | 255,031 | |
Repayments of other payable - related parties | ||
Net cash provided by financing activities | 22,795,027 | |
EFFECT OF EXCHANGE RATE ON CASH | (223,786) | 3,368 |
NET (DECREASE)/INCREASE IN CASH | (1,305,299) | 18,252,675 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 14,588,330 | 998,717 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 13,283,031 | 19,251,392 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | ||
Cash paid for interest | 935 | 7,708 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common stock for Bonus | 2,563,618 | |
Issuance of common stock for purchase Bitcoin mining machines | 6,160,000 | |
Issuance of common stock for employee compensation | 16,923,850 | |
Issuance of common stock for acquisition Yuan Ma | 7,680,000 | |
The cancellation of the common stock | 16,442,111 | 1,615,939 |
Bitcoin revenue | 1,810,323 | |
Initial recognition of right-of-use assets and lease liabilities | $ 12,628 |
Nature of Business and Organiza
Nature of Business and Organization | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of business and organization | Note 1 – Nature of business and organization Code Chain New Continent Limited (“CCNC” or the “Company”), formerly known as TMSR Holding Company Limited and JM Global Holding Company is a Nevada holding company that has no material operation of its own. The Company’ subsidiaries, Citi Profit Investment Holding Limited (“Citi Profit”), TMSR Holdings Limited (“TMSR Holdings”), and Makesi IoT Technology (Shanghai) Co., Ltd. (“Makesi WFOE”) are also holding companies with material operations. Makesi WFOE has a series of contractual arrangement with Sichuan Wuge Network Games Co., Ltd. (“Wuge”) that established a VIE structure. Wuge is primarily engaged in the research, development and application of Internet of Things (IoT) and electronic tokens Wuge digital door signs. For accounting purposes, Makesi WFOE is the primary beneficiary of Wuge. Accordingly, under U.S. GAAP, CCNC treats Wuge as the consolidated affiliated entity and has consolidated Wuge’s financial results in CCNC’s financial statements. Prior to March 30, 2021, CCNC had an indirect subsidiary, Tongrong Technology (Jiangsu) Co., Ltd. (“Tongrong WFOE”), which is a holding company with no material operations. Tongrong WFOE had a series of contractual arrangement with Jiangsu Rong Hai Electric Power Fuel Co., Ltd. (“Rong Hai”) that established a VIE structure. Rong Hai was primarily engaged in the coal wholesales and sales of coke, steel, construction materials, mechanical equipment and steel scrap. For accounting purposes, Tongrong WFOE was the primary beneficiary of Wuge. Accordingly, under U.S. GAAP, CCNC treated Rong Hai as the consolidated affiliated entity and has consolidated Rong Hai’s financial results in CCNC’s financial statements prior to March 30, 2021. On March 30, 2021, CCNC entered into a share purchase agreement with a buyer unaffiliated with the Company (the “Buyer”), and Qihai Wang, former director of the Company (the “Payee”). Pursuant to the agreement, on March 31, 2021, CCNC sold all the issued and outstanding ordinary shares of Tongrong WFOE to the Buyer at a purchase price of $2.464.411 and caused 426, 369 shares of common stock of CCNC owned by the Payee to be cancelled. The sale of Tongrong Shares included disposition of Rong Hai. As a result, as of March 31, 2021, operations of Tongrong WFOE and Rong Hai have been designated as discontinued operations. The VIE structure involves unique risks to investors. The VIE agreements have not been tested in a court of law and the Chinese regulatory authorities could disallow this VIE structure, which would likely result in a material change in our operations and the value of our securities, including that it could cause the value of such securities to significantly decline or become worthless. The accompanying consolidated financial statements reflect the activities of CCNC and each of the following entities: Name Background Ownership Citi Profit BVI ● A British Virgin Island company 100% owned by the Company ● Incorporated on April 2019 TMSR HK ● A Hong Kong company 100% owned by Citi Profit BVI ● Incorporated on April 2019 Makesi WFOE ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) 100% owned by TMSR HK ● Incorporated on December 2020 Rong Hai 1 ● A PRC limited liability company VIE of Tongrong WFOE ● Incorporated on May 20, 2009 ● Registered capital of USD 3,171,655 (RMB 20,180,000), fully funded ● Coal wholesales and sales of coke, steels, construction materials, mechanical equipment and steel scrap Wuge ● A PRC limited liability company VIE of Makesi WFOE ● Incorporated on July 4, 2019 1 Disposed on March 31, 2021 Contractual Arrangements Rong Hai was and Wuge is controlled through contractual agreements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements consist of a series of five agreements, consulting services agreement, equity pledge agreement, call option agreement, voting rights proxy agreement, and operating agreement (collectively the “Contractual Arrangements”). Material terms of each of the Rong Hai VIE Agreements are described below. The Company disposed Tongrong WFOE and Rong Hai as of March 31, 2021. Consulting Services Agreement Pursuant to the consulting services agreement between Rong Hai and Shengrong WFOE dated November 30, 2018 and the agreement to assign consulting services agreement among Rong Hai, Shengrong WFOE and Tongrong WFOE dated April 30, 2020, Tongrong WFOE has the exclusive right to provide consulting services to Rong Hai relating to Rong Hai’s business, including but not limited to business consulting services, human resources development, and business development. Tongrong WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. Tongrong WFOE has the right to determine the service fees based on Rong Hai’s actual operation on a quarterly basis. This consulting services agreement took effect upon execution and shall remain in full force and effective until Rong Hai’s valid operation term expires. Tongrong WFOE may, at its discretion, decide to renew or terminate this consulting services agreement. Equity Pledge Agreement. Under the equity pledge agreement among Shengrong WFOE, Rong Hai and the shareholders of Rong Hai dated November 30, 2018, and the agreement to assign equity pledge agreement among Rong Hai, Shengrong WFOE and Tongrong WFOE dated April 30, 2020, the shareholders pledged all of their equity interests in Rong Hai to Tongrong WFOE to guarantee Rong Hai’s performance of relevant obligations and indebtedness under the consulting services agreement. In addition, the shareholders of Rong Hai have completed the registration of the equity pledge under the agreement with the competent local authority. If Rong Hai breaches its obligation under the consulting services agreement, Tongrong WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This equity pledge agreement took effect upon execution and shall remain in full force and effective until Rong Hai and Tongrong WFOE’s satisfaction of all contractual obligations and settlement of all secured indebtedness. Upon Tongrong WFOE’s request, Rong Hai shall extend its operation period to sustain the effectiveness of this equity pledge agreement. Call Option Agreement Under the call option agreement among Shengrong WFOE, Rong Hai and the shareholders of Rong Hai dated November 30, 2018 and the agreement to assign call option agreement among Rong Hai, Shengrong WFOE and Tongrong WFOE dated April 30, 2020, each of the shareholders of Rong Hai irrevocably granted to WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Rong Hai. Also, Tongrong WFOE or its designee has the right to acquire any and all of its assets of Rong Hai. Without Tongrong WFOE’s prior written consent, Rong Hai’s shareholders cannot transfer their equity interests in Rong Hai, and Rong Hai cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This call option agreement shall took effect upon execution. Rong Hai and Tongrong WFOE shall not terminate this call option agreement under any circumstances for any reason unless it is early terminated by Tongrong WFOE or by the requirements under the applicable laws. This call option agreement shall be terminated provided that all equity interest or assets under this option is transferred to Tongrong WFOE or its designee. Voting Rights Proxy Agreement Under the voting rights proxy agreement among Shengrong WFOE and the shareholders of Rong Hai dated November 30, 2018 and the agreement to assign voting rights proxy agreement among Rong Hai, Shengrong WFOE and Tongrong WFOE dated April 30, 2020, each shareholder of Rong Hai irrevocably appointed Shengrong WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Rong Hai, including but limited to the power to vote on its behalf on all matters of Rong Hai requiring shareholder approval in accordance with the articles of association of Rong Hai. The voting rights proxy agreement took effect upon execution of and shall remain in effect indefinitely for the maximum period of time permitted by law in consideration of Tongrong WFOE. Operating Agreement Pursuant to the operating agreement among Shengrong WFOE, Rong Hai and the shareholders of Rong Hai dated November 30, 2018 and the agreement to assign operating agreement among Rong Hai, Shengrong WFOE and Tongrong WFOE dated April 30, 2020, Rong Hai and the shareholders of Rong Hai agreed not to enter into any transaction that could materially affect Rong Hai’s assets, obligations, rights or operations without prior written consent from Tongrong WFOE, including but not limited to the amendment of the articles of association of Rong Hai. Rong Hai and its shareholders agree to accept and follow our corporate policies provided by Tongrong WFOE in connection with Rong Hai’s daily operations, financial management and the employment and dismissal of Rong Hai’s employees. Rong Hai agreed that it should seek guarantee from Tongrong WFOE first if any guarantee is needed for Rong Hai’s performance of any contract or loan in the course of its business operation. This operating agreement took effect upon execution and shall remain in full force and effective until Rong Hai’s valid operation term expires. Either party of Tongrong WFOE and Rong Hai shall complete approval or registration procedures for the extension of its business term three months prior to the expiration of its business term, for the purpose of the maintenance of the effectiveness of this operating agreement. Material terms of each of the Wuge VIE Agreements are described below: Technical Consultation and Services Agreement. Pursuant to the technical consultation and services agreement between Wuge and Tongrong WFOE dated January 3, 2020, Tongrong WFOE has the exclusive right to provide consultation services to Wuge relating to Wuge’s business, including but not limited to business consultation services, human resources development, and business development. Tongrong WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. Tongrong WFOE has the right to determine the service fees based on Wuge’s actual operation on a quarterly basis. This agreement will be effective as long as Wuge exists. Tongrong WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Wuge. Equity Pledge Agreement. Under the equity pledge agreement among Tongrong WFOE, Wuge and Wuge Shareholders dated January 3, 2020, Wuge Shareholders pledged all of their equity interests in Wuge to Tongrong WFOE to guarantee Wuge’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, Wuge Shareholders will complete the registration of the equity pledge under the agreement with the competent local authority. If Wuge breaches its obligation under the technical consultation and services agreement, Tongrong WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will remain effective until all the guaranteed obligations are performed or the Wuge Shareholders cease to be shareholders of Wuge. Equity Option Agreement. Under the equity option agreement among Tongrong WFOE, Wuge and Wuge Shareholders dated January 3, 2020, each of Wuge Shareholders irrevocably granted to Tongrong WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Wuge. Also, Tongrong WFOE or its designee has the right to acquire any and all of its assets of Wuge. Without Tongrong WFOE’s prior written consent, Wuge’s shareholders cannot transfer their equity interests in Wuge and Wuge cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This pledge will remain effective until all options have been exercised. Voting Rights Proxy and Financial Support Agreement. Under the voting rights proxy and financial support agreement among Tongrong WFOE, Wuge and Wuge Shareholders dated January 3, 2020, each Wuge Shareholder irrevocably appointed Tongrong WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Wuge, including but not limited to the power to vote on its behalf on all matters of Wuge requiring shareholder approval in accordance with the articles of association of Wuge. The proxy agreement is for a term of 20 years and can be extended by Tongrong WFOE unilaterally by prior written notice to the other parties. On January 11, 2021, Makesi WFOE entered into a series of assignment agreements (the “Assignment Agreements”) with Tongrong WFOE, Wuge and Wuge Shareholders, pursuant to which Tongrong WFOE assign all its rights and obligations under the VIE Agreements to Makesi WFOE (the “Assignment”). The VIE Agreements and the Assignment Agreements grant Makesi WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control the management, operations, assets, property and revenue of Wuge. The Assignment does not have any impact on Company’s consolidated financial statements. As of the date of this report, the Company primary operations are focused on the Wuge business that is in the digital door sign space. All prior energy or industrial solid waste recycling and any comprehensive environmental solutions business have been discontinued and disposed. Substantially all of the Company’s primary operations are conducted in the PRC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of consolidation The unaudited condensed financial statements of the Company include the accounts of CCNC and its wholly owned subsidiaries and VIE. All intercompany transactions and balances are eliminated upon consolidation. Use of estimates and assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of intangible assets, deferred revenues and plant and equipment, impairment of long-lived assets, collectability of receivables, inventory valuation allowance, present value of lease liabilities and realization of deferred tax assets. Actual results could differ from these estimates. Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included in accumulated other comprehensive loss amounted to $369,658 and $225,857 as of June 30, 2022 and December 31, 2021, respectively. The balance sheet amounts, with the exception of shareholders’ equity at June 30, 2022 and December 31, 2021 were translated at 6.70 RMB and 6.38 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2022 and 2021 were 6.48 RMB and 6.98 RMB, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. Investments The Company purchases certain liquid short term investments such as money market funds and or other short term debt securities marketed by financial institutions. These investments are not insured against loss of principal. These investments are accounted for as financial instruments that are marked to fair market value at the end of each reporting period. For investments that are held to maturity debt instruments, which have short maturities, and limited risk profiles, amortized cost may be the best approximation of their fair value and used for such investments. Accounts receivable, net Accounts receivable include trade accounts due from customers. An allowance for doubtful accounts may be established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Inventories Inventories are comprised of raw materials and work in progress and are stated at the lower of cost or net realizable value using the weighted average method in Wuge. Management reviews inventories for obsolescence and cost in excess of net realizable value at least annually and recognize an impairment charge against the inventory when the carrying value exceeds net realizable value. As of June 30, 2022 and December 31, 2021, no obsolescence and cost in excess of net realizable value were recognized. Prepayments Prepayments are funds deposited or advanced to outside vendors for future inventory or services purchases. As a standard practice in China, many of the Company’s vendors require a certain amount to be deposited with them as a guarantee that the Company will complete its purchases on a timely basis. This amount is refundable and bears no interest. The Company has legally binding contracts with its vendors, which require any outstanding prepayments to be returned to the Company when the contract ends. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method after consideration of the estimated useful lives of the assets and estimated residual value. The estimated useful lives and residual value are as follows: Useful Life Estimated Value Building 5 - 20 years 5 % Office equipment and furnishing 5 years 5 % Production equipment 3 - 10 years 5 % Automobile 5 years 5 % Leasehold improvements Shorter of the remaining lease terms or estimated useful lives 0 % The cost and related accumulated depreciation and amortization of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Intangible assets Intangible assets represent land use rights and patents, and they are stated at cost, less accumulated amortization. Research and development costs associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets. All land in the PRC is owned by the government; however, the government grants “land use rights.” The Company has obtained the rights to use various parcels of land. The patents have finite useful lives and are amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The Company amortizes the cost of the land use rights and patents, over their useful life using the straight-line method. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. The estimated useful lives are as follows: Useful Life Land use rights 50 years Patents 10 - 20 years Software 5 years Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of income. Impairment losses on goodwill are not reversed. Impairment for long-lived assets Long-lived assets, including plant, equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, notes receivable, accounts receivable, other receivables, prepayments, accounts payable, other payables and accrued liabilities, customer deposits, short term loans and taxes payable to approximate their fair values because of their short term nature. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Customer deposits Wuge typically receives customer deposits for services to be rendered from its customers. As Wuge delivers the services, it will recognize these deposits to results of operations in accordance to its revenue recognition policy. Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue, other than retainage revenues, was recognized based on the amount of consideration we expect to receive in exchange for satisfying the performance obligations. However, the impact of the Company’s retainage revenue was not material as of the date of adoption, and as a result, did not result in an adjustment. The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are primarily recognized at a point in time. The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition except its retainage revenues. An entity will also be required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does not control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. Revenues from digital doors signs are recognized at a point in time when legal title and control over the sign is transferred to the customer. Management has determined that for the sales of digital door signs there is a single performance obligation that is met when the aforementioned control is transferred. Typically, customers make payment for the product in advance; the Company will record the payment as contract liabilities under the liability account customer deposits until the Company delivers the product by transferring control. Such revenues are recognized at a point in time after all performance obligations are satisfied under the new five-step model. The Company recognized $7,616,615 from customer deposits into revenues during the six months ended June 30, 2022 resulting from the sale of digital door signs. Payments received prior to the relevant criteria for revenue recognition are met, are recorded as customer deposits. The Company’s disaggregate revenue streams are summarized as follows: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Revenues –Wuge digital door signs $ - $ 3,495,731 $ 7,616,615 $ 6,876,290 Trading and others - - - - Total revenues $ - $ 3,495,731 $ 7,616,615 $ 6,876,290 Research and Development (“R&D”) Expenses Research and development expenses include salaries and other compensation-related expenses paid to the Company’s research and product development personnel while they are working on R&D projects, as well as raw materials used for the R&D projects. R&D expenses incurred by the Company are included in the selling, general and administrative expenses. Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company incurred no such penalties and interest for the six months ended June 30, 2022 and 2021. As of June 30, 2022, the Company’s PRC tax returns filed for 2019, 2020 and 2021 remain subject to examination by any applicable tax authorities. Earnings per share Basic earnings per share are computed by dividing income available to common shareholders of the Company by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares. 9,079,348 and 10,500,000 of outstanding warrants which is equivalent to convertible of 4,539,674 and 5,250,000 common shares were excluded from the diluted earnings per share calculation due to its antidilutive effect for the six months ended June 30, 2022 and 2021, respectively. 824,000 of outstanding options were excluded from the diluted earnings per share calculation due to its antidilutive effect for the six months ended June 30, 2022 and 2021. Recently issued accounting pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s unaudited condensed consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Business Combination and Restru
Business Combination and Restructuring | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business combination and restructuring | Note 3 – Business combination and restructuring Wuge On January 3, 2020, the Company entered into a share purchase agreement with Sichuan Wuge Network Games Co., Ltd. (“Wuge”) and all the shareholders of Wuge (“Wuge Shareholders”). Pursuant to the share purchase agreement, the Company agreed to issue an aggregate of 4,000,000 shares of CCNC’s common stock to the Wuge Shareholders, in exchange for Wuge Shareholders’ agreement to enter into, and their agreement to cause Wuge to enter into, certain VIE agreements (“VIE Agreements”) with Tongrong WFOE the Company’s indirectly owned subsidiary, through which Tongrong WFOE shall have the right to control, manage and operate Wuge in return for a service fee equal to 100% of Wuge’s net income (the “Acquisition”). On January 3, 2020, Tongrong WFOE entered into a series of VIE Agreements with Wuge and the Wuge Shareholders. The VIE Agreements are designed to provide Tongrong WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control the management, operations, assets, property and revenue of Wuge. Wuge has all necessary license to carry out its business in China.Wuge is a technology company in development stage. It was incorporated in China in July 2019. Wuge Manor, the game Wuge is developing, is the world’s first game that combines Internet of Things (IoT) and e-commerce that is based on Code Chain platform. Through the game, players will be able to have access to hundreds of vendors and business owners in over 100 cities in China, participate in activities those businesses set up and collect points, which can be redeemed as equipment in the game or coupons usable when making purchase at that business. In addition, Wuge produced electronic tokens that can be stored in the Code Chain system to purchase virtual property based on real estate. The Acquisition closed on January 24, 2020. The Company’s acquisition of Wuge was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Wuge based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, plant and equipment, and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Wuge based on a valuation performed by an independent valuation firm engaged by the Company: Total consideration at fair value $ 7,200,000 Fair Value Cash $ 228,788 Other current assets 20,834 Plant and equipment 6,024 Other noncurrent assets 8,097 Goodwill 7,343,209 Total asset 7,606,952 Total liabilities (406,952 ) Net asset acquired $ 7,200,000 Approximately $7.3 millions of goodwill arising from the acquisition consists largely of synergies expected from combining the operations of the Company and Wuge. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized an impairment charge of approximately $1.16 million during the year ended March 31, 2022. Management determined that fair value was less than the carrying value because it revised its previous forecasts for sales and related costs as result of the potential for other market entrants, potential political risk from changing regulations by the PRC government, potential increases in costs because of inflation, and the impact of the COVID 19 global pandemic. Management using its revised figures, conducted a discounted cash flow analysis whereby the future cash flows where discounted by a weighted average cost of capital that was developed by considering the Company’s own debt cost and equity cost, and adjusting based on the cost of capital of other market participants, and then derived a fair value that was less than the carrying value; accordingly, the Company recorded an impairment charge to reduce the goodwill to the new fair value. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Variable interest entity | Note 4 – Variable interest entity On November 30, 2018, Tongrong WFOE entered into Contractual Arrangements with Rong Hai and its shareholders upon executing of the “Purchase Agreement”. The significant terms of these Contractual Arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classifies Rong Hai as VIE. On January 3, 2020, Tongrong WFOE entered into Contractual Arrangements with Wuge and its shareholders upon executing of the “Purchase Agreement”. The significant terms of these Contractual Arrangements are summarized in “Note 1 - Nature of business and organization” above. As a result, the Company classifies Wuge as VIE. On January 11, 2021, Makesi WFOE entered into a series of assignment agreements (the “Assignment Agreements”) with Tongrong WFOE, Wuge and Wuge Shareholders, pursuant to which Tongrong WFOE assign all its rights and obligations under the VIE Agreements to Makesi WFOE (the “Assignment”). The VIE Agreements and the Assignment Agreements grant Makesi WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control the management, operations, assets, property and revenue of Wuge. The Assignment does not have any impact on Company’s consolidated financial statements. On March 30, 2021, the Company entered into a share purchase agreement with a buyer unaffiliated with the Company (the “Buyer”), and Qihai Wang, former director of the Company (the “Payee”). Pursuant to the agreement, the Company agreed to sell and the Buyer agreed to purchase all the issued and outstanding ordinary shares (the “Tongrong Shares”) of Tongrong WFOE. The Payee agreed to be responsible for the payment of the purchase price on behalf of Buyer. The purchase price for the Tongrong Shares shall be $2,464,411, payable in the form of cancelling 426,369 shares of common stock of the Company owned by the Payee (the “CCNC Shares”). The CCNC Shares are valued at $5.78 per share, based on the average closing price of the Company’s common stock during the 30 trading days immediately prior to the date of the agreement from February 12, 2021 to March 26, 2021. On March 31, 2021, the Company closed the sale of the Tongrong Shares and caused the CCNC Shares to be cancelled. Tongrong WFOE contractually controls Jaingsu Rong Hai Electric Power Fuel Co., Ltd. (“Rong Hai”), a variable interest entity of the Company. The disposition of Tongrong WFOE included disposition of Rong Hai. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Makesi WFOE is deemed to have a controlling financial interest and be the primary beneficiary of Wuge because it has both of the following characteristics: (1) The power to direct activities at Wuge that most significantly impact such entity’s economic performance, and (2) The obligation to absorb losses of, and the right to receive benefits from Wuge that could potentially be significant to such entity. Accordingly, the accounts of Wuge are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, Its financial positions and results of operations are included in the Company’s consolidated financial statements beginning on January 3, 2020. The carrying amount of the VIE’s assets and liabilities are as follows: June 30, December 31, 2022 2021 Current assets $ 17,544,124 $ 17,258,309 Property, plants and equipment 244,239 284,151 Other noncurrent assets 287,465 1,825,048 Goodwill - 6,590,339 Total assets 18,075,828 25,957,847 Current liabilities 14,029,287 15,825,043 Non-current liabilities 5,530 8,738 Total liabilities 14,034,817 15,833,781 Net assets $ 4,041,011 $ 10,124,066 March 31, December 31, 2022 2021 Accounts payable $ 3,242,309 $ 3,202,771 Other payables and accrued liabilities 1,510,965 1,622,689 Other payables – related party 3,111,588 2,841,242 Tax payables 1,457,863 973,748 Customer Advances 4,699,464 7,171,255 Lease liabilities 7,098 13,338 Total current liabilities 14,029,287 15,825,043 Lease liabilities - noncurrent 5,530 8,738 Total liabilities $ 14,034,817 $ 15,833,781 The summarized operating results of the VIE’s are as follows: For the 2022 Operating revenues $ 7,616,615 Gross profit 2,232,985 Income from operations 617,876 Net income $ 303,089 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 – Inventories Inventories consist of the following: June 30, December 31, Raw materialsc $ - $ - Finished Goods 6,494 3,714 Total inventories $ 6,494 $ 3,714 |
Plant and Equipment, Net
Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Plant and Equipment [Abstract] | |
Plant and equipment, net | Note 6 – Plant and equipment, net Plant and equipment consist of the following: June 30, December 31, Office equipment and furniture $ 124,864 $ 124,248 Automobile 209,310 219,895 Subtotal 334,174 344,143 Less: accumulated depreciation (90,080 ) (60,247 ) Total $ 244,094 $ 283,896 Depreciation expense for the six months ended June 30, 2022 and 2021 amounted to $33,839 and $706,506, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 7 – Intangible assets, net Intangible assets consist of the following: June 30, December 31, Development of technology $ 746,480 $ 784,227 Software 582 612 Less: accumulated amortization (746,917 ) (784,584 ) Net intangible assets $ 145 $ 255 Amortization expense for the six months ended June 30, 2022 and 2021 amounted to $100 and $100, respectively. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8 – Goodwill The changes in the carrying amount of goodwill by business units are as follows : Wuge Total Balance as of December 31, 2021 $ 6,590,339 $ 6,590,339 Goodwill impairments (6,590,339 ) - Balance as of June 30, 2022 $ - $ 6,590,339 |
Related Party Balances and Tran
Related Party Balances and Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Balances and Transactions [Abstract] | |
Related party balances and transactions | Note 9 – Related party balances and transactions Related party balances a. Other receivable – related party: Name of related party Relationship June 30, December 31, Chengdu Yuan Code Chain Technology Co. Ltd A company controlled by former shareholder of the Company $ 298,592 $ 513,387 Marchain (Shanghai) Network Technology Co., LTD A company controlled by shareholder of the Company 78,423 Chenghua District Code To Code To Commerce And Trade Department A company controlled by employee of the Company 92,755 19,138 Total 391,347 610,948 The Company advanced funds to the related party for technical services. b. Other payables – related parties: Name of related party Relationship June 30, December 31, Chuanliu Ni Chief Executive Officer and director of a former subsidiary $ 325,907 $ 325,907 Zhong Hui Holding Limited Shareholder of the Company 140,500 140,500 Qihai Wang Shareholder of the Company - - Total $ 466,407 $ 466,407 The above payables represent interest free loans and advances. These loans and advances are unsecured and due on demand. |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Taxes [Abstract] | |
Taxes | Note 10 – Taxes Income tax United States CCNC was organized in the state of Delaware in April 2015 and re-incorporated in the state of Nevada in June 2018. CCNC’s U.S. net operating loss for the nine months ended June 30, 2022 amounted to approximately $145,699. As of June 30, 2022, CCNC’s net operating loss carry forward for United States income taxes was approximately $30,597. The net operating loss carry forwards are available to reduce future years’ taxable income through year 2038. Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s operating history and continued losses in the United States. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management reviews this valuation allowance periodically and makes changes accordingly. On December 22, 2017, the “Tax Cuts and Jobs Act” (“The 2017 Tax Act”) was enacted in the United States. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to 21%. The 2017 Tax Act imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. The Company determined that there are no impact of GILTI for the nine months ended September 30, 2021 and 2020, which the Company believes that it will be imposed a minimum tax rate of 10.5% and to the extent foreign tax credits are available to reduce its US corporate tax, which may result in no additional US federal income tax being due. Cayman Islands China Sunlong is incorporated in the Cayman Islands and are not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by China Sunlong to its shareholders, no Cayman Islands withholding tax will be imposed. British Virgin Islands Citi Profit BVI is incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed. Hong Kong TMSR HK is incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, TMSR HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. PRC Makesi WFOE and Wuge are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments. Deferred tax assets Bad debt allowances must be approved by the Chinese tax authority prior to being deducted as an expense item on the tax return. Significant components of deferred tax assets were as follows: June 30, December 31, Net operating losses carried forward – U.S. $ 2,749,956 $ 5,191,512 Net operating losses carried forward – PRC - - Bad debt allowance - - Valuation allowance (2,749,956 ) (5,191,512 ) Deferred tax assets, net $ - $ - Value added tax Enterprises or individuals who sell commodities, engage in repair and maintenance or import and export goods in the PRC are subject to a value added tax in accordance with PRC laws. The value added tax (“VAT”) standard rates are 6% to 17% of the gross sales price and changed to 6% to 16% of gross sales starting in May 2018. The VAT standard rates changed to 6% to 13% of the gross sales prices starting in April 2019. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on sales of the finished products and services. Taxes payable consisted of the following: June 30, December 31, VAT taxes payable $ 1,457,863 $ 973,748 Income taxes payable 1,514,116 1,272,670 Other taxes payable - - Total $ 2,971,979 $ 2,246,418 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 11 – Leases Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption on January 1, 2019 increased the right-of-uses and lease liabilities by approximately $58,000. The Company had a conference room lease agreement with a 2-year lease term starting in April 2020 until April 2022 , The Company had a staff quarter lease agreement with a 2-year lease term starting in March 2021 until March 2023 and another staff quarter lease agreement with a 3-year lease term starting in July 2021 until July 2024. Upon adoption of ASU 2016-02, the Company recognized lease labilities of approximately $58,000, with corresponding Right-of-use (“ROU”) assets of the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate of 4.75%, which is determined using an incremental borrowing rate. The weighted average remaining lease term of its existing leases is 1 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. For the six months ended June 30, 2022 and 2021, rent expenses amounted to $10,173 and $66,705, respectively. The five-year maturity of the Company’s lease obligations is presented below: Twelve months ended December, 31 Operating 2022 $ 8,389 2023 5,733 2024 478 Total lease payments 14,600 Less: interest (1,972 ) Present value of lease liabilities $ 12,628 |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of risk | Note 12 – Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. As of June 30, 2022 and December 31, 2021, $13,080,250 and $14,385,549 and were deposited with various financial institutions located in the PRC, respectively. As of June 30, 2022 and December 31, 2021, $202,781 and $202,781 were deposited with one financial institution located in the U.S., respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 13 – Equity Restricted net assets The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Makesi WFOE only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Makesi WFOE. Makesi WFOE and Wuge are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Makesi WFOE may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. Wuge may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. As a result of the foregoing restrictions, Makesi WFOE and Wuge are restricted in their ability to transfer their net assets to the Company. Foreign exchange and other regulation in the PRC may further restrict Makesi WFOE and Wuge from transferring funds to China Sunlong in the form of dividends, loans and advances. As of June 30, 2022 and December 31, 2021, amounts restricted are the net assets of Makesi WFOE and Wuge which amounted to $4,041,011 and $4,519,455, respectively. Common stock On February 22, 2021, pursuant to a securities purchase agreement (the “Purchase Agreement”) with two institutional investors, the Company , closed (a) a registered direct offering (the “Registered Direct Offering”) for the sale of (i) 4,166,666 shares of common stock, par value $0.0001 of the Company (the “Shares”) and (ii) registered investor warrants, with a term of five years, exercisable immediately upon issuance, to purchase an aggregate of up to 1,639,362 shares of common stock (the “Registered Investor Warrant Shares”) at an exercise price of $6.72 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering (a “Price Protection Adjustment”) (the “Registered Investor Warrants”), and (b) a concurrent private placement (the “Private Placement” and collectively with the Registered Direct Offering, the “Offering”) for the sale of unregistered investor warrants, with a term of five and one-half years, first exercisable on the date that is the earlier of (i) six months after the date of issuance or (ii) the date on which the Company obtains stockholder approval approving the sale of all of the securities offered and sold under the Purchase Agreement (the “Stockholder Approval”) to purchase an aggregate of up to 2,527,304 shares of common stock (the “Unregistered Investor Warrant Shares”) at an exercise price of $6.72 per share, subject to adjustments thereunder, including (x) a Price Protection Adjustment and (y) in the event the exercise price is more than $6.10, a reduction of the exercise price to $6.10, upon obtaining the Stockholder Approval (the “Unregistered Investor Warrants”). The Shares, the Registered Investor Warrants, the Unregistered Investor Warrants, the Registered Investor Warrant Shares and the Unregistered Investor Warrant Shares are collectively referred to as the “Securities.” The Company received gross proceeds from the sale of the Securities of $24,999,996, before deducting placement agent fees and other Offering expenses. The Company intends to use the net proceeds from this Offering for working capital and general business purposes. On February 23, 2021, the Company entered into an asset purchase agreement with Sichuan RiZhanYun Jisuan Co., Ltd. (the “Seller”), which was amended and restated on April 16, 2021, and further amended on May 28, 2021. Pursuant to the asset purchase agreement, the Company purchased a total of 10,000 Bitcoin mining machines (the “Assets”) for a total purchase price of RMB 40,000,000 or US$6,160,000 based on the exchange rate as of April 8, 2021 (the “Purchase Price”), payable in the form of 1,587,800 shares of common stock of the Company, valued at US$3.88 per share, which is the closing bid price of the common stock of the Company on the Nasdaq Stock Market on April 8, 2021. The Seller shall cause revenue and any other source of income from the operation of the Assets to be paid to the Company, payable in cryptocurrency to be deposited into a cryptocurrency wallet held by the Company on a daily basis. The Company shall issue to the Seller or its designees RMB 5,000,000 or US$770,000 worth of common stock of the Company (the “Bonus Shares”) if the Assets generate an average net profit per day/10,000 machines (the “Daily Profit”) on behalf of the Company during the one-year period from March 19, 2021 to March 19, 2022 (the “Valuation Period”) equals to RMB 200,000 or US$30,800 and if the Assets generate an average net profit per month/10,000 machines (the “Monthly Profit”) on behalf of the Company during the Valuation Period equals to RMB 6,000,000 or US$924,000. If the Daily Profit is more than RMB 200,000 or US$30,800 and the Monthly Profit is more than RMB 6,000,000 or US$924,000, the Company shall issue to the Seller or its designees additional shares of common stock in proportion to the amount that is in excess. If the Daily Profit is less than RMB 200,000 or US$30,800 or the Monthly Profit is less than RMB 6,000,000 or US$924,000, the Company shall not issue to the Seller or its designees any Bonus Shares and such month is deemed a “Re-evaluated Month”. At the end of the Valuation Period, the Monthly Profit of such Re-evaluated Month(s) shall be aggregated (the “Aggregate Profit”), and the Company shall issue RMB5,000,000 or US$770,000 worth of common stock of the Company for every RMB6,000,000 or US$924,000 in Aggregate Profit on a pro rata basis. Such Daily Profit and Monthly Profit shall be determined on a monthly basis on the first day of the next month. Such Bonus Shares and additional shares, when applicable, shall be issued on the fifteenth day of the next month. For any month that has 28 days or 31 days, the Monthly Profit is calculated based on the actual number of days in the month. Notwithstanding the foregoing, no share pursuant to this Agreement shall be issued earlier than May 24, 2021 in any event. The total number of shares of common stock, including the Bonus Shares, issuable to the Seller or its designees pursuant to the Agreement shall in no event be more than 19.99% of the total shares issued and outstanding of Company as of the February 23, 2021, the date of the asset purchase agreement. On June 1, 2021, the Company issued to a designee of the Seller 2,513,294 shares of common stock, consisted of (i) the Purchase Price in the form of 1,587,800 shares of common stock and (ii) 925,494 Bonus Shares, valued at US$2.51 per share, which is the closing bid price of the common stock of the Company on the Nasdaq Stock Market on May 12, 2021, for meeting and exceeding the Daily Profit and Monthly Profit benchmark. On July 28, 2021, the Company entered into an asset purchase agreement with certain seller(the “Seller”) pursuant to which the Company agreed to purchase from the Seller digital currency mining machines for a total purchase price of RMB 106,388,672.43, or US$ 16,442,109.95 (based on the exchange rate between RMB and USD of 1: 6.4705 as of July 8, 2021), payable in the form of 7,647,493 shares of common stock of the Company(“CCNC Shares”). The CCNC Shares are valued at $2.15 per share. The Company plans to use the assets to further develop its digital currency mining operation. On February 23, 2022, the Company entered into a termination agreement (the “Termination Agreement) with the Seller to terminate the Asset Purchase Agreement and forfeit the transaction. The parties agreed that the CCNC Shares shall be cancelled within 15 business days from the date of the Termination Agreement. As previously disclosed in the report on Form 8-K filed by Code Chain New Continent Limited (the “Company”) on August 3, 2021, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with certain seller (the “Seller”) on July 28, 2021, pursuant to which the Company agreed to purchase from the Seller digital currency mining machines (the “Assets”) for a total purchase price of RMB 106,388,672.43, or US$ 16,442,109.95 (based on the exchange rate between RMB and USD of 1: 6.4705 as of July 8, 2021), payable in the form of 7,647,493 shares of common stock of the Company (the “CCNC Shares”). The CCNC Shares were valued at $2.15 per share. The CCNC Shares were issued to four assignees of the Seller on August 26, 2021. On February 23, 2022, the Company entered into a termination agreement (the “Termination Agreement) with the Seller to terminate the Asset Purchase Agreement and forfeit the transaction. The parties agreed that the CCNC Shares shall be cancelled within 15 business days from the date of the Termination Agreement. On April 14, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Shanghai Yuanma Food and Beverage Management Co., Ltd., a PRC company (“Yuan Ma”), and all the shareholders of Yuan Ma (“Yuanma Shareholders”). Yuanma Shareholders are Wei Xu, the Chief Executive Officer and Chairman of the Board of the Company, and Jiangsu Lingkong Network Joint Stock Co., Ltd., which is controlled by Wei Xu. Pursuant to the SPA, the Company agreed to issue an aggregate of 7,680,000 shares of common stock of the Company, valued at $1.00 per share, to the Yuanma Shareholders, in exchange for Yuanma Shareholders’ agreement to enter into and to cause Yuan Ma to enter into certain agreements (“VIE Agreements”) with Makesi IoT Technology (Shanghai) Co., Ltd. (“Makesi WFOE”), the Company’s indirectly owned subsidiary, to establish a VIE (variable interest entity) structure (the “Acquisition”). On June 13, 2022, the Company held a special meeting of stockholders and approved the issuance of the 7,680,000 shares of common stock to Wei Xu. On June 21, 2022, pursuant to the SPA, Makesi WFOE entered into a series of VIE Agreements with Yuan Ma and Yuanma Shareholders, and the 7,680,000 shares of common stock were issued to Wei Xu. The transaction contemplated in the SPA was completed. Warrants and options On July 29, 2015, the Company sold 10,000,000 units at a purchase price of $5.00 per unit (“Public Units”) in its initial public offering. Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one warrant. Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $2.88 per half share ($5.75 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will become exercisable on 30 days after the consummation of its initial Business Combination with China Sunlong on February 6, 2018. The warrants will expire February 5, 2023. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The sponsor of the Company purchased, simultaneously with the closing of the Public Offering on July 29, 2015, 500,000 units at $5.00 per unit in a private placement for an aggregate price of $2,500,000. Each unit purchased is substantially identical to the units sold in the Public Offering. The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 800,000 units exercisable at $5.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing the initial Business Combination, the option will effectively represent the right to purchase up to 800,000 shares of common stock and 800,000 warrants to purchase 400,000 shares at $5.75 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those issued in the Public Offering. In July 2016, the board of directors of the Company appointed two new directors. In August 2016, the sponsor of the Company granted an option to each of the two new directors to acquire 12,000 shares of common stock at a price of $4.90 per share vested immediately and exercisable commencing six months after closing of the initial Business Combination and expiring five years from the closing of the initial Business Combination. The aforementioned warrants and options are deemed to be effective on February 6, 2018, the date of the consummation of its initial business combination with China Sunlong, as the Company was deemed to be the accounting acquiree in the transaction and the transaction was treated as a recapitalization of China Sunlong. The summary of warrant activity is as follows: Exercisable Weighted Average Warrants Number of Exercise Contractual Outstanding Shares Price Life December 31, 2021 9,079,348 4,539,674 $ 5.75 2.13 Granted/Acquired - - $ - - Forfeited - - $ - - Exercised - - - - June 30, 2022 9,079,348 4,539,674 $ 5.75 0.61 The summary of option activity is as follows: Weighted Average Average Remaining Options Exercise Contractual Outstanding Price Life December 31, 2021 824,000 $ 5.00 2.13 Granted/Acquired - $ - - Forfeited - $ - - Exercised - $ - - June 30, 2022 824,000 $ 5.00 0.61 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | Note 14 – Commitments and contingencies Contingencies From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 15 – Segment reporting The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company’s chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being income from operations. The Company’s remain business segment and operations is Wuge. The Company’s consolidated results of operations and consolidated financial position from continuing operations are almost all attributable to Wuge; accordingly, management believes that the consolidated balance sheets and statement of operations provide the relevant information to assess Wuge’s performance. The following represents assets by division as of: Total assets as of June 30, December 31, Wuge $ 18,075,828 $ 19,367,508 CCNC, Citi Profit BVI ,TMSR HK and Makesi WFOE (1,651,988 ) 31,167,749 Total Assets $ 16,423,840 $ 50,535,257 Total revenues of June 30, June 30, Wuge $ 7,616,615 $ 6,491,663 CCNC, Citi Profit BVI ,TMSR HK and Makesi WFOE - - - - Total revenues $ 7,616,615 $ 6,491,663 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 16 – Discontinued Operations The following depicts the financial position for the discounted operations of Tongrong WOFE and Rong Hai as of June 30, 2022 and December 31, 2021, and the result of operations for the discounted operations of Tongrong WOFE and Rong Hai for the six months ended June 30, 2022 and 2021. Results of Operations For the For the REVENUES Fuel materials $ - $ 4,890,734 TOTAL REVENUES - 4,890,734 COST OF REVENUES Fuel materials - 4,690,388 TOTAL COST OF REVENUES - 4,690,388 GROSS PROFIT - 200,346 OPERATING EXPENSES (INCOME) Selling, general and administrative - 160,254 Provision for (recovery of) doubtful accounts - - TOTAL OPERATING EXPENSES - 160,254 INCOME FROM OPERATIONS - 40,092 OTHER INCOME (EXPENSE) Interest income - 75 Interest expense - (7,708 ) Investment income - - Other income (expense), net - 8 Total other income (expense), net - (7,625 ) INCOME BEFORE INCOME TAXES - 32,467 PROVISION FOR INCOME TAXES - 8,896 NET INCOME $ - $ 23,571 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17 – Subsequent events None. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of consolidation | Principles of consolidation The unaudited condensed financial statements of the Company include the accounts of CCNC and its wholly owned subsidiaries and VIE. All intercompany transactions and balances are eliminated upon consolidation. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of intangible assets, deferred revenues and plant and equipment, impairment of long-lived assets, collectability of receivables, inventory valuation allowance, present value of lease liabilities and realization of deferred tax assets. Actual results could differ from these estimates. |
Foreign currency translation and transaction | Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included in accumulated other comprehensive loss amounted to $369,658 and $225,857 as of June 30, 2022 and December 31, 2021, respectively. The balance sheet amounts, with the exception of shareholders’ equity at June 30, 2022 and December 31, 2021 were translated at 6.70 RMB and 6.38 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2022 and 2021 were 6.48 RMB and 6.98 RMB, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. |
Investments | Investments The Company purchases certain liquid short term investments such as money market funds and or other short term debt securities marketed by financial institutions. These investments are not insured against loss of principal. These investments are accounted for as financial instruments that are marked to fair market value at the end of each reporting period. For investments that are held to maturity debt instruments, which have short maturities, and limited risk profiles, amortized cost may be the best approximation of their fair value and used for such investments. |
Accounts receivable, net | Accounts receivable, net Accounts receivable include trade accounts due from customers. An allowance for doubtful accounts may be established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. |
Inventories | Inventories Inventories are comprised of raw materials and work in progress and are stated at the lower of cost or net realizable value using the weighted average method in Wuge. Management reviews inventories for obsolescence and cost in excess of net realizable value at least annually and recognize an impairment charge against the inventory when the carrying value exceeds net realizable value. As of June 30, 2022 and December 31, 2021, no obsolescence and cost in excess of net realizable value were recognized. |
Prepayments | Prepayments Prepayments are funds deposited or advanced to outside vendors for future inventory or services purchases. As a standard practice in China, many of the Company’s vendors require a certain amount to be deposited with them as a guarantee that the Company will complete its purchases on a timely basis. This amount is refundable and bears no interest. The Company has legally binding contracts with its vendors, which require any outstanding prepayments to be returned to the Company when the contract ends. |
Plant and equipment | Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method after consideration of the estimated useful lives of the assets and estimated residual value. The estimated useful lives and residual value are as follows: Useful Life Estimated Value Building 5 - 20 years 5 % Office equipment and furnishing 5 years 5 % Production equipment 3 - 10 years 5 % Automobile 5 years 5 % Leasehold improvements Shorter of the remaining lease terms or estimated useful lives 0 % The cost and related accumulated depreciation and amortization of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. |
Intangible assets | Intangible assets Intangible assets represent land use rights and patents, and they are stated at cost, less accumulated amortization. Research and development costs associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets. All land in the PRC is owned by the government; however, the government grants “land use rights.” The Company has obtained the rights to use various parcels of land. The patents have finite useful lives and are amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The Company amortizes the cost of the land use rights and patents, over their useful life using the straight-line method. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. The estimated useful lives are as follows: Useful Life Land use rights 50 years Patents 10 - 20 years Software 5 years |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of income. Impairment losses on goodwill are not reversed. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including plant, equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. |
Fair value measurement | Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, notes receivable, accounts receivable, other receivables, prepayments, accounts payable, other payables and accrued liabilities, customer deposits, short term loans and taxes payable to approximate their fair values because of their short term nature. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. |
Customer deposits | Customer deposits Wuge typically receives customer deposits for services to be rendered from its customers. As Wuge delivers the services, it will recognize these deposits to results of operations in accordance to its revenue recognition policy. |
Revenue recognition | Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue, other than retainage revenues, was recognized based on the amount of consideration we expect to receive in exchange for satisfying the performance obligations. However, the impact of the Company’s retainage revenue was not material as of the date of adoption, and as a result, did not result in an adjustment. The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are primarily recognized at a point in time. The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition except its retainage revenues. An entity will also be required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does not control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange. Revenues from digital doors signs are recognized at a point in time when legal title and control over the sign is transferred to the customer. Management has determined that for the sales of digital door signs there is a single performance obligation that is met when the aforementioned control is transferred. Typically, customers make payment for the product in advance; the Company will record the payment as contract liabilities under the liability account customer deposits until the Company delivers the product by transferring control. Such revenues are recognized at a point in time after all performance obligations are satisfied under the new five-step model. The Company recognized $7,616,615 from customer deposits into revenues during the six months ended June 30, 2022 resulting from the sale of digital door signs. Payments received prior to the relevant criteria for revenue recognition are met, are recorded as customer deposits. The Company’s disaggregate revenue streams are summarized as follows: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Revenues –Wuge digital door signs $ - $ 3,495,731 $ 7,616,615 $ 6,876,290 Trading and others - - - - Total revenues $ - $ 3,495,731 $ 7,616,615 $ 6,876,290 |
Research and Development (“R&D”) Expenses | Research and Development (“R&D”) Expenses Research and development expenses include salaries and other compensation-related expenses paid to the Company’s research and product development personnel while they are working on R&D projects, as well as raw materials used for the R&D projects. R&D expenses incurred by the Company are included in the selling, general and administrative expenses. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company incurred no such penalties and interest for the six months ended June 30, 2022 and 2021. As of June 30, 2022, the Company’s PRC tax returns filed for 2019, 2020 and 2021 remain subject to examination by any applicable tax authorities. |
Earnings per share | Earnings per share Basic earnings per share are computed by dividing income available to common shareholders of the Company by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares. 9,079,348 and 10,500,000 of outstanding warrants which is equivalent to convertible of 4,539,674 and 5,250,000 common shares were excluded from the diluted earnings per share calculation due to its antidilutive effect for the six months ended June 30, 2022 and 2021, respectively. 824,000 of outstanding options were excluded from the diluted earnings per share calculation due to its antidilutive effect for the six months ended June 30, 2022 and 2021. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s unaudited condensed consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Nature of Business and Organi_2
Nature of Business and Organization (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements reflect the activities of CCNC | Name Background Ownership Citi Profit BVI ● A British Virgin Island company 100% owned by the Company ● Incorporated on April 2019 TMSR HK ● A Hong Kong company 100% owned by Citi Profit BVI ● Incorporated on April 2019 Makesi WFOE ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) 100% owned by TMSR HK ● Incorporated on December 2020 Rong Hai 1 ● A PRC limited liability company VIE of Tongrong WFOE ● Incorporated on May 20, 2009 ● Registered capital of USD 3,171,655 (RMB 20,180,000), fully funded ● Coal wholesales and sales of coke, steels, construction materials, mechanical equipment and steel scrap Wuge ● A PRC limited liability company VIE of Makesi WFOE ● Incorporated on July 4, 2019 1 Disposed on March 31, 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of plant and equipment | Useful Life Estimated Value Building 5 - 20 years 5 % Office equipment and furnishing 5 years 5 % Production equipment 3 - 10 years 5 % Automobile 5 years 5 % Leasehold improvements Shorter of the remaining lease terms or estimated useful lives 0 % |
Schedule of estimated useful lives of intangible assets | Useful Life Land use rights 50 years Patents 10 - 20 years Software 5 years |
Schedule of disaggregate revenue | For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Revenues –Wuge digital door signs $ - $ 3,495,731 $ 7,616,615 $ 6,876,290 Trading and others - - - - Total revenues $ - $ 3,495,731 $ 7,616,615 $ 6,876,290 |
Business Combination and Rest_2
Business Combination and Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of net purchase price allocation | Total consideration at fair value $ 7,200,000 |
Schedule of the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date | Fair Value Cash $ 228,788 Other current assets 20,834 Plant and equipment 6,024 Other noncurrent assets 8,097 Goodwill 7,343,209 Total asset 7,606,952 Total liabilities (406,952 ) Net asset acquired $ 7,200,000 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of carrying amount of the VIE’s assets and liabilities | June 30, December 31, 2022 2021 Current assets $ 17,544,124 $ 17,258,309 Property, plants and equipment 244,239 284,151 Other noncurrent assets 287,465 1,825,048 Goodwill - 6,590,339 Total assets 18,075,828 25,957,847 Current liabilities 14,029,287 15,825,043 Non-current liabilities 5,530 8,738 Total liabilities 14,034,817 15,833,781 Net assets $ 4,041,011 $ 10,124,066 March 31, December 31, 2022 2021 Accounts payable $ 3,242,309 $ 3,202,771 Other payables and accrued liabilities 1,510,965 1,622,689 Other payables – related party 3,111,588 2,841,242 Tax payables 1,457,863 973,748 Customer Advances 4,699,464 7,171,255 Lease liabilities 7,098 13,338 Total current liabilities 14,029,287 15,825,043 Lease liabilities - noncurrent 5,530 8,738 Total liabilities $ 14,034,817 $ 15,833,781 |
Schedule of summarized operating results of the VIE’s | For the 2022 Operating revenues $ 7,616,615 Gross profit 2,232,985 Income from operations 617,876 Net income $ 303,089 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | June 30, December 31, Raw materialsc $ - $ - Finished Goods 6,494 3,714 Total inventories $ 6,494 $ 3,714 |
Plant and Equipment, Net (Table
Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant and equipment | June 30, December 31, Office equipment and furniture $ 124,864 $ 124,248 Automobile 209,310 219,895 Subtotal 334,174 344,143 Less: accumulated depreciation (90,080 ) (60,247 ) Total $ 244,094 $ 283,896 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, December 31, Development of technology $ 746,480 $ 784,227 Software 582 612 Less: accumulated amortization (746,917 ) (784,584 ) Net intangible assets $ 145 $ 255 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by business units | Wuge Total Balance as of December 31, 2021 $ 6,590,339 $ 6,590,339 Goodwill impairments (6,590,339 ) - Balance as of June 30, 2022 $ - $ 6,590,339 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Balances and Transactions [Abstract] | |
Schedule of other receivable – related party | Name of related party Relationship June 30, December 31, Chengdu Yuan Code Chain Technology Co. Ltd A company controlled by former shareholder of the Company $ 298,592 $ 513,387 Marchain (Shanghai) Network Technology Co., LTD A company controlled by shareholder of the Company 78,423 Chenghua District Code To Code To Commerce And Trade Department A company controlled by employee of the Company 92,755 19,138 Total 391,347 610,948 |
Schedule of other payables – related parties | Name of related party Relationship June 30, December 31, Chuanliu Ni Chief Executive Officer and director of a former subsidiary $ 325,907 $ 325,907 Zhong Hui Holding Limited Shareholder of the Company 140,500 140,500 Qihai Wang Shareholder of the Company - - Total $ 466,407 $ 466,407 |
Taxes (Tables)
Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Taxes [Abstract] | |
Schedule of components of deferred tax assets | June 30, December 31, Net operating losses carried forward – U.S. $ 2,749,956 $ 5,191,512 Net operating losses carried forward – PRC - - Bad debt allowance - - Valuation allowance (2,749,956 ) (5,191,512 ) Deferred tax assets, net $ - $ - |
Schedule of taxes payable | June 30, December 31, VAT taxes payable $ 1,457,863 $ 973,748 Income taxes payable 1,514,116 1,272,670 Other taxes payable - - Total $ 2,971,979 $ 2,246,418 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of the five-year maturity of the Company’s lease obligations | Twelve months ended December, 31 Operating 2022 $ 8,389 2023 5,733 2024 478 Total lease payments 14,600 Less: interest (1,972 ) Present value of lease liabilities $ 12,628 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Exercisable Weighted Average Warrants Number of Exercise Contractual Outstanding Shares Price Life December 31, 2021 9,079,348 4,539,674 $ 5.75 2.13 Granted/Acquired - - $ - - Forfeited - - $ - - Exercised - - - - June 30, 2022 9,079,348 4,539,674 $ 5.75 0.61 |
Schedule of option activity | Weighted Average Average Remaining Options Exercise Contractual Outstanding Price Life December 31, 2021 824,000 $ 5.00 2.13 Granted/Acquired - $ - - Forfeited - $ - - Exercised - $ - - June 30, 2022 824,000 $ 5.00 0.61 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of assets by division | Total assets as of June 30, December 31, Wuge $ 18,075,828 $ 19,367,508 CCNC, Citi Profit BVI ,TMSR HK and Makesi WFOE (1,651,988 ) 31,167,749 Total Assets $ 16,423,840 $ 50,535,257 Total revenues of June 30, June 30, Wuge $ 7,616,615 $ 6,491,663 CCNC, Citi Profit BVI ,TMSR HK and Makesi WFOE - - - - Total revenues $ 7,616,615 $ 6,491,663 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of financial position for the discounted operations | Results of Operations For the For the REVENUES Fuel materials $ - $ 4,890,734 TOTAL REVENUES - 4,890,734 COST OF REVENUES Fuel materials - 4,690,388 TOTAL COST OF REVENUES - 4,690,388 GROSS PROFIT - 200,346 OPERATING EXPENSES (INCOME) Selling, general and administrative - 160,254 Provision for (recovery of) doubtful accounts - - TOTAL OPERATING EXPENSES - 160,254 INCOME FROM OPERATIONS - 40,092 OTHER INCOME (EXPENSE) Interest income - 75 Interest expense - (7,708 ) Investment income - - Other income (expense), net - 8 Total other income (expense), net - (7,625 ) INCOME BEFORE INCOME TAXES - 32,467 PROVISION FOR INCOME TAXES - 8,896 NET INCOME $ - $ 23,571 |
Nature of Business and Organi_3
Nature of Business and Organization (Details) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Share purchase agreement, description | Pursuant to the agreement, on March 31, 2021, CCNC sold all the issued and outstanding ordinary shares of Tongrong WFOE to the Buyer at a purchase price of $2.464.411 and caused 426, 369 shares of common stock of CCNC owned by the Payee to be cancelled. | |
Agreement term | 20 years |
Nature of Business and Organi_4
Nature of Business and Organization (Details) - Schedule of consolidated financial statements reflect the activities of CCNC | 6 Months Ended | |
Jun. 30, 2022 | ||
Citi Profit BVI [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | A British Virgin Island company | |
Ownership | 100% owned by the Company | |
Citi Profit BVI One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Incorporated on April 2019 | |
TMSR HK [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | A Hong Kong company | |
Ownership | 100% owned by Citi Profit BVI | |
TMSR HK One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Incorporated on April 2019 | |
Makesi WFOE [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) | |
Ownership | 100% owned by TMSR HK | |
Makesi WFOE One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Incorporated on December 2020 | |
Rong Hai [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | A PRC limited liability company | [1] |
Ownership | VIE of Tongrong WFOE | [1] |
Rong Hai One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Incorporated on May 20, 2009 | [1] |
Rong Hai Two [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Registered capital of USD 3,171,655 (RMB 20,180,000), fully funded | [1] |
Rong Hai Three [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Coal wholesales and sales of coke, steels, construction materials, mechanical equipment and steel scrap | [1] |
Wuge [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | A PRC limited liability company | |
Ownership | VIE of Makesi WFOE | |
Wuge One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Background | Incorporated on July 4, 2019 | |
[1] Disposed on March 31, 2021 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Other comprehensive income (in Dollars) | $ 369,658 | $ 225,857 | |
Foreign currency translation, description | The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2022 and 2021 were 6.48 RMB and 6.98 RMB, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. | ||
Deposits amount (in Dollars) | $ 7,616,615 | ||
Income tax benefit, percentage | 50% | ||
Outstanding warrants | 9,079,348 | 10,500,000 | |
Common shares excluded from diluted earnings per share | 4,539,674 | 5,250,000 | |
Outstanding options | 824,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment | 6 Months Ended |
Jun. 30, 2022 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Estimated Residual Value | 5% |
Building [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Useful Life | 5 years |
Building [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Useful Life | 20 years |
Office equipment and furnishing [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Useful Life | 5 years |
Plant and equipment, Estimated Residual Value | 5% |
Production equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Estimated Residual Value | 5% |
Production equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Useful Life | 3 years |
Production equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Useful Life | 10 years |
Automobile [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Useful Life | 5 years |
Plant and equipment, Estimated Residual Value | 5% |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of plant and equipment [Line Items] | |
Plant and equipment, Estimated Residual Value | 0% |
Property and equipment, Useful Life, description | Shorter of the remaining lease terms or estimated useful lives |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets | 6 Months Ended |
Jun. 30, 2022 | |
Land use rights [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives for intangible assets | 50 years |
Patents [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives for intangible assets | 10 years |
Patents [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives for intangible assets | 20 years |
Software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets [Line Items] | |
Estimated useful lives for intangible assets | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of disaggregate revenue - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Disaggregate Revenue Abstract | ||||
Revenues –Wuge digital door signs | $ 3,495,731 | $ 7,616,615 | $ 6,876,290 | |
Trading and others | ||||
Total revenues | $ 3,495,731 | $ 7,616,615 | $ 6,876,290 |
Business Combination and Rest_3
Business Combination and Restructuring (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jan. 03, 2020 | |
Business Combination and Restructuring (Details) [Line Items] | |||
Impairment charge | $ 1,160 | ||
Purchase Agreement [Member] | |||
Business Combination and Restructuring (Details) [Line Items] | |||
Aggregate shares issued (in Shares) | 4,000,000 | ||
Percentage of service fee | 100% | ||
Wuge [Member] | |||
Business Combination and Restructuring (Details) [Line Items] | |||
Goodwill acquisition | $ 7,300 |
Business Combination and Rest_4
Business Combination and Restructuring (Details) - Schedule of net purchase price allocation | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule Of Net Purchase Price Allocation Abstract | |
Total consideration at fair value | $ 7,200,000 |
Business Combination and Rest_5
Business Combination and Restructuring (Details) - Schedule of the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date - Wuge [Member] | Jun. 30, 2022 USD ($) |
Business Combination and Restructuring (Details) - Schedule of the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date [Line Items] | |
Cash | $ 228,788 |
Other current assets | 20,834 |
Plant and equipment | 6,024 |
Other noncurrent assets | 8,097 |
Goodwill | 7,343,209 |
Total asset | 7,606,952 |
Total liabilities | (406,952) |
Net asset acquired | $ 7,200,000 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2021 | |
Accounting Policies [Abstract] | ||
Purchase price | $ 2,464,411 | |
Cancelling shares of common stock | 426,369 | |
Per share value | $ 5.78 | $ 2.15 |
Variable Interest Entity (Det_2
Variable Interest Entity (Details) - Schedule of carrying amount of the VIE’s assets and liabilities - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Carrying Amount Of The Vie SAssets And Liabilities Abstract | |||
Current assets | $ 17,544,124 | $ 17,258,309 | |
Property, plants and equipment | 244,239 | 284,151 | |
Other noncurrent assets | 287,465 | 1,825,048 | |
Goodwill | 6,590,339 | ||
Total assets | 18,075,828 | 25,957,847 | |
Current liabilities | 14,029,287 | $ 14,029,287 | 15,825,043 |
Lease liabilities - noncurrent | 5,530 | 8,738 | |
Non-current liabilities | 5,530 | 8,738 | |
Total liabilities | 14,034,817 | 14,034,817 | 15,833,781 |
Net assets | $ 4,041,011 | 10,124,066 | |
Accounts payable | 3,242,309 | 3,202,771 | |
Other payables and accrued liabilities | 1,510,965 | 1,622,689 | |
Other payables – related party | 3,111,588 | 2,841,242 | |
Tax payables | 1,457,863 | 973,748 | |
Customer Advances | 4,699,464 | 7,171,255 | |
Lease liabilities | $ 7,098 | $ 13,338 |
Variable Interest Entity (Det_3
Variable Interest Entity (Details) - Schedule of summarized operating results of the VIE’s - Variable Interest Entities [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Variable Interest Entity (Details) - Schedule of summarized operating results of the VIE’s [Line Items] | |
Operating revenues | $ 7,616,615 |
Gross profit | 2,232,985 |
Income from operations | 617,876 |
Net income | $ 303,089 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Inventories Abstract | ||
Raw materials | ||
Finished goods | 6,494 | 3,714 |
Total inventories | $ 6,494 | $ 3,714 |
Plant and Equipment, Net (Detai
Plant and Equipment, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 33,839 | $ 706,506 |
Plant and Equipment, Net (Det_2
Plant and Equipment, Net (Details) - Schedule of plant and equipment - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 334,174 | $ 344,143 |
Less: accumulated depreciation | (90,080) | (60,247) |
Total | 244,094 | 283,896 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 124,864 | 124,248 |
Automobile [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 209,310 | $ 219,895 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 100 | $ 100 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (746,917) | $ (784,584) |
Net intangible assets | 145 | 255 |
Development of technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 746,480 | 784,227 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 582 | $ 612 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of goodwill by business units | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Balance | $ 6,590,339 |
Goodwill impairments | |
Balance | 6,590,339 |
Wuge [Member] | |
Goodwill [Line Items] | |
Balance | 6,590,339 |
Goodwill impairments | $ (6,590,339) |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - Schedule of other receivable – related party - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Balances and Transactions (Details) - Schedule of other receivable – related party [Line Items] | ||
Name of related party | Total | |
Other receivable – related party | $ 391,347 | $ 610,948 |
Chengdu Yuan Code Chain Technology Co. Ltd [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of other receivable – related party [Line Items] | ||
Name of related party | Chengdu Yuan Code Chain Technology Co. Ltd | |
Relationship | A company controlled by former shareholder of the Company | |
Other receivable – related party | $ 298,592 | 513,387 |
Marchain (Shanghai) Network Technology Co., LTD [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of other receivable – related party [Line Items] | ||
Name of related party | Marchain (Shanghai) Network Technology Co., LTD | |
Relationship | A company controlled by shareholder of the Company | |
Other receivable – related party | 78,423 | |
Chenghua District Code To Code To Commerce And Trade Department [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of other receivable – related party [Line Items] | ||
Name of related party | Chenghua District Code To Code To Commerce And Trade Department | |
Relationship | A company controlled by employee of the Company | |
Other receivable – related party | $ 92,755 | $ 19,138 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of other payables – related parties - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Balances and Transactions (Details) - Schedule of other payables – related parties [Line Items] | ||
Name of related party | Total | |
Other payables - related parties | $ 466,407 | $ 466,407 |
Chuanliu Ni [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of other payables – related parties [Line Items] | ||
Name of related party | Chuanliu Ni | |
Relationship | Chief Executive Officer and director of a former subsidiary | |
Other payables - related parties | $ 325,907 | 325,907 |
Zhong Hui Holding Limited [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of other payables – related parties [Line Items] | ||
Name of related party | Zhong Hui Holding Limited | |
Relationship | Shareholder of the Company | |
Other payables - related parties | $ 140,500 | 140,500 |
Qihai Wang [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of other payables – related parties [Line Items] | ||
Name of related party | Qihai Wang | |
Relationship | Shareholder of the Company | |
Other payables - related parties |
Taxes (Details)
Taxes (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2019 | May 31, 2018 | Dec. 22, 2017 | Jun. 30, 2022 | |
Taxes (Details) [Line Items] | ||||
Net operating loss (in Dollars) | $ 145,699 | |||
Minimum [Member] | ||||
Taxes (Details) [Line Items] | ||||
Value added tax | 6% | 6% | ||
Gross sales price, percentage | 6% | |||
Maximum [Member] | ||||
Taxes (Details) [Line Items] | ||||
Value added tax | 13% | 17% | ||
Gross sales price, percentage | 16% | |||
United States [Member] | ||||
Taxes (Details) [Line Items] | ||||
Net operating loss carry forward (in Dollars) | $ 30,597 | |||
Deferred tax asset valuation allowance, description | Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. | |||
Corporate tax rate, description | On December 22, 2017, the “Tax Cuts and Jobs Act” (“The 2017 Tax Act”) was enacted in the United States. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to 21%. The 2017 Tax Act imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits. The Company determined that there are no impact of GILTI for the nine months ended September 30, 2021 and 2020, which the Company believes that it will be imposed a minimum tax rate of 10.5% and to the extent foreign tax credits are available to reduce its US corporate tax, which may result in no additional US federal income tax being due. | |||
Hong Kong [Member] | ||||
Taxes (Details) [Line Items] | ||||
Foreign tax rate, percentage | 16.50% | |||
PRC [Member] | ||||
Taxes (Details) [Line Items] | ||||
Foreign tax rate, percentage | 25% |
Taxes (Details) - Schedule of d
Taxes (Details) - Schedule of deferred tax assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Tax Assets Abstract | ||
Net operating losses carried forward – U.S. | $ 2,749,956 | $ 5,191,512 |
Net operating losses carried forward – PRC | ||
Bad debt allowance | ||
Valuation allowance | (2,749,956) | (5,191,512) |
Deferred tax assets, net |
Taxes (Details) - Schedule of t
Taxes (Details) - Schedule of taxes payable - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Taxes Payable Abstract | ||
VAT taxes payable | $ 1,457,863 | $ 973,748 |
Income taxes payable | 1,514,116 | 1,272,670 |
Other taxes payable | ||
Total | $ 2,971,979 | $ 2,246,418 |
Leases (Details)
Leases (Details) - USD ($) | 6 Months Ended | ||
Jan. 01, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | |||
Right-of-uses and lease liabilities | $ 58,000 | $ 58,000 | |
Effective interest rate | 4.75% | ||
Rent expenses amounted | $ 10,173 | $ 66,705 | |
Weighted average remaining lease term | 1 year |
Leases (Details) - Schedule of
Leases (Details) - Schedule of the five-year maturity of the Company’s lease obligations | Jun. 30, 2022 USD ($) |
Schedule Of The Five Year Maturity Of The Company SLease Obligations Abstract | |
2022 | $ 8,389 |
2023 | 5,733 |
2024 | 478 |
Total lease payments | 14,600 |
Less: interest | (1,972) |
Present value of lease liabilities | $ 12,628 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
PRC [Member] | ||
Concentration of Risk (Details) [Line Items] | ||
Deposit for concentration risk | $ 13,080,250 | $ 14,385,549 |
US [Member] | ||
Concentration of Risk (Details) [Line Items] | ||
Deposit for concentration risk | $ 202,781 | $ 202,781 |
Equity (Details)
Equity (Details) | 1 Months Ended | 6 Months Ended | ||||||||||
Jun. 13, 2022 shares | Jun. 01, 2021 $ / shares shares | Jun. 21, 2022 shares | Jul. 28, 2021 USD ($) $ / shares | Jul. 28, 2021 CNY (¥) | Feb. 23, 2021 | Feb. 22, 2021 | Aug. 31, 2016 $ / shares shares | Jul. 29, 2015 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Apr. 14, 2022 $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Equity (Details) [Line Items] | ||||||||||||
Statutory reserve, description | Makesi WFOE and Wuge are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. | |||||||||||
Purchase agreement, description | On July 28, 2021, the Company entered into an asset purchase agreement with certain seller(the “Seller”) pursuant to which the Company agreed to purchase from the Seller digital currency mining machines for a total purchase price of RMB 106,388,672.43, or US$ 16,442,109.95 (based on the exchange rate between RMB and USD of 1: 6.4705 as of July 8, 2021), payable in the form of 7,647,493 shares of common stock of the Company(“CCNC Shares”). The CCNC Shares are valued at $2.15 per share. The Company plans to use the assets to further develop its digital currency mining operation. | On July 28, 2021, the Company entered into an asset purchase agreement with certain seller(the “Seller”) pursuant to which the Company agreed to purchase from the Seller digital currency mining machines for a total purchase price of RMB 106,388,672.43, or US$ 16,442,109.95 (based on the exchange rate between RMB and USD of 1: 6.4705 as of July 8, 2021), payable in the form of 7,647,493 shares of common stock of the Company(“CCNC Shares”). The CCNC Shares are valued at $2.15 per share. The Company plans to use the assets to further develop its digital currency mining operation. | On February 23, 2021, the Company entered into an asset purchase agreement with Sichuan RiZhanYun Jisuan Co., Ltd. (the “Seller”), which was amended and restated on April 16, 2021, and further amended on May 28, 2021. Pursuant to the asset purchase agreement, the Company purchased a total of 10,000 Bitcoin mining machines (the “Assets”) for a total purchase price of RMB 40,000,000 or US$6,160,000 based on the exchange rate as of April 8, 2021 (the “Purchase Price”), payable in the form of 1,587,800 shares of common stock of the Company, valued at US$3.88 per share, which is the closing bid price of the common stock of the Company on the Nasdaq Stock Market on April 8, 2021. The Seller shall cause revenue and any other source of income from the operation of the Assets to be paid to the Company, payable in cryptocurrency to be deposited into a cryptocurrency wallet held by the Company on a daily basis. The Company shall issue to the Seller or its designees RMB 5,000,000 or US$770,000 worth of common stock of the Company (the “Bonus Shares”) if the Assets generate an average net profit per day/10,000 machines (the “Daily Profit”) on behalf of the Company during the one-year period from March 19, 2021 to March 19, 2022 (the “Valuation Period”) equals to RMB 200,000 or US$30,800 and if the Assets generate an average net profit per month/10,000 machines (the “Monthly Profit”) on behalf of the Company during the Valuation Period equals to RMB 6,000,000 or US$924,000. If the Daily Profit is more than RMB 200,000 or US$30,800 and the Monthly Profit is more than RMB 6,000,000 or US$924,000, the Company shall issue to the Seller or its designees additional shares of common stock in proportion to the amount that is in excess. If the Daily Profit is less than RMB 200,000 or US$30,800 or the Monthly Profit is less than RMB 6,000,000 or US$924,000, the Company shall not issue to the Seller or its designees any Bonus Shares and such month is deemed a “Re-evaluated Month”. At the end of the Valuation Period, the Monthly Profit of such Re-evaluated Month(s) shall be aggregated (the “Aggregate Profit”), and the Company shall issue RMB5,000,000 or US$770,000 worth of common stock of the Company for every RMB6,000,000 or US$924,000 in Aggregate Profit on a pro rata basis. Such Daily Profit and Monthly Profit shall be determined on a monthly basis on the first day of the next month. Such Bonus Shares and additional shares, when applicable, shall be issued on the fifteenth day of the next month. For any month that has 28 days or 31 days, the Monthly Profit is calculated based on the actual number of days in the month. Notwithstanding the foregoing, no share pursuant to this Agreement shall be issued earlier than May 24, 2021 in any event. The total number of shares of common stock, including the Bonus Shares, issuable to the Seller or its designees pursuant to the Agreement shall in no event be more than 19.99% of the total shares issued and outstanding of Company as of the February 23, 2021, the date of the asset purchase agreement. On June 1, 2021, the Company issued to a designee of the Seller 2,513,294 shares of common stock, consisted of (i) the Purchase Price in the form of 1,587,800 shares of common stock and (ii) 925,494 Bonus Shares, valued at US$2.51 per share, which is the closing bid price of the common stock of the Company on the Nasdaq Stock Market on May 12, 2021, for meeting and exceeding the Daily Profit and Monthly Profit benchmark. On July 28, 2021, the Company entered into an asset purchase agreement with certain seller(the “Seller”) pursuant to which the Company agreed to purchase from the Seller digital currency mining machines for a total purchase price of RMB 106,388,672.43, or US$ 16,442,109.95 (based on the exchange rate between RMB and USD of 1: 6.4705 as of July 8, 2021), payable in the form of 7,647,493 shares of common stock of the Company(“CCNC Shares”). The CCNC Shares are valued at $2.15 per share. The Company plans to use the assets to further develop its digital currency mining operation. On February 23, 2022, the Company entered into a termination agreement (the “Termination Agreement) with the Seller to terminate the Asset Purchase Agreement and forfeit the transaction. The parties agreed that the CCNC Shares shall be cancelled within 15 business days from the date of the Termination Agreement. As previously disclosed in the report on Form 8-K filed by Code Chain New Continent Limited (the “Company”) on August 3, 2021, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with certain seller (the “Seller”) on July 28, 2021, pursuant to which the Company agreed to purchase from the Seller digital currency mining machines (the “Assets”) for a total purchase price of RMB 106,388,672.43, or US$ 16,442,109.95 (based on the exchange rate between RMB and USD of 1: 6.4705 as of July 8, 2021), payable in the form of 7,647,493 shares of common stock of the Company (the “CCNC Shares”). The CCNC Shares were valued at $2.15 per share. The CCNC Shares were issued to four assignees of the Seller on August 26, 2021. On February 23, 2022, the Company entered into a termination agreement (the “Termination Agreement) with the Seller to terminate the Asset Purchase Agreement and forfeit the transaction. The parties agreed that the CCNC Shares shall be cancelled within 15 business days from the date of the Termination Agreement. On April 14, 2022, the Company entered into a Share Purchase Agreement (“SPA”) with Shanghai Yuanma Food and Beverage Management Co., Ltd., a PRC company (“Yuan Ma”), and all the shareholders of Yuan Ma (“Yuanma Shareholders”). Yuanma Shareholders are Wei Xu, the Chief Executive Officer and Chairman of the Board of the Company, and Jiangsu Lingkong Network Joint Stock Co., Ltd., which is controlled by Wei Xu. Pursuant to the SPA, the Company agreed to issue an aggregate of 7,680,000 shares of common stock of the Company, valued at $1.00 per share, to the Yuanma Shareholders, in exchange for Yuanma Shareholders’ agreement to enter into and to cause Yuan Ma to enter into certain agreements (“VIE Agreements”) with Makesi IoT Technology (Shanghai) Co., Ltd. | |||||||||
Original agreement description | The Company shall issue to the Seller or its designees RMB 5,000,000 or US$770,000 worth of common stock of the Company (the “Bonus Shares”) if the Assets generate an average net profit per day/10,000 machines (the “Daily Profit”) on behalf of the Company during the one-year period from March 19, 2021 to March 19, 2022 (the “Valuation Period”) equals to RMB 200,000 or US$30,800 and if the Assets generate an average net profit per month/10,000 machines (the “Monthly Profit”) on behalf of the Company during the Valuation Period equals to RMB 6,000,000 or US$924,000. If the Daily Profit is more than RMB 200,000 or US$30,800 and the Monthly Profit is more than RMB 6,000,000 or US$924,000, the Company shall issue to the Seller or its designees additional shares of common stock in proportion to the amount that is in excess. If the Daily Profit is less than RMB 200,000 or US$30,800 or the Monthly Profit is less than RMB 6,000,000 or US$924,000, the Company shall not issue to the Seller or its designees any Bonus Shares and such month is deemed a “Re-evaluated Month”. At the end of the Valuation Period, the Monthly Profit of such Re-evaluated Month(s) shall be aggregated (the “Aggregate Profit”), and the Company shall issue RMB5,000,000 or US$770,000 worth of common stock of the Company for every RMB6,000,000 or US$924,000 in Aggregate Profit on a pro rata basis. Such Daily Profit and Monthly Profit shall be determined on a monthly basis on the first day of the next month. Such Bonus Shares and additional shares, when applicable, shall be issued on the fifteenth day of the next month. For any month that has 28 days or 31 days, the Monthly Profit is calculated based on the actual number of days in the month. Notwithstanding the foregoing, no share pursuant to this Agreement shall be issued earlier than May 24, 2021 in any event. The total number of shares of common stock, including the Bonus Shares, issuable to the Seller or its designees pursuant to the Agreement shall in no event be more than 19.99% of the total shares issued and outstanding of Company as of the February 23, 2021, the date of the asset purchase agreement. | |||||||||||
Issued aggregate shares | 46,109,617 | 46,077,110 | ||||||||||
Bonus shares | 925,494 | |||||||||||
Bonus shares value per share (in Dollars per share) | $ / shares | $ 2.51 | |||||||||||
Total purchase price | $ 16,442,109.95 | ¥ 106,388,672.43 | ||||||||||
Valued per share (in Dollars per share) | $ / shares | $ 2.15 | $ 5.78 | ||||||||||
Common Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Issued aggregate shares | 2,513,294 | 7,680,000 | ||||||||||
Shares of common stock | 1,587,800 | |||||||||||
Shares payable (in Dollars) | $ | $ 7,647,493 | |||||||||||
Valued per share (in Dollars per share) | $ / shares | $ 1 | |||||||||||
Stock issued | 7,680,000 | 7,680,000 | ||||||||||
Makesi WFOE [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Restricted net assets (in Dollars) | $ | $ 4,041,011 | |||||||||||
Makesi WFOE [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Restricted net assets (in Dollars) | $ | $ 4,519,455 | |||||||||||
Warrants Options [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Number of shares | 10,000,000 | |||||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 5 | |||||||||||
Common stock rights, description | the Company’s common stock, $0.0001 par value, and one warrant. Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $2.88 per half share ($5.75 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will become exercisable on 30 days after the consummation of its initial Business Combination with China Sunlong on February 6, 2018. The warrants will expire February 5, 2023. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Securities purchase agreement, description | On February 22, 2021, pursuant to a securities purchase agreement (the “Purchase Agreement”) with two institutional investors, the Company , closed (a) a registered direct offering (the “Registered Direct Offering”) for the sale of (i) 4,166,666 shares of common stock, par value $0.0001 of the Company (the “Shares”) and (ii) registered investor warrants, with a term of five years, exercisable immediately upon issuance, to purchase an aggregate of up to 1,639,362 shares of common stock (the “Registered Investor Warrant Shares”) at an exercise price of $6.72 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering (a “Price Protection Adjustment”) (the “Registered Investor Warrants”), and (b) a concurrent private placement (the “Private Placement” and collectively with the Registered Direct Offering, the “Offering”) for the sale of unregistered investor warrants, with a term of five and one-half years, first exercisable on the date that is the earlier of (i) six months after the date of issuance or (ii) the date on which the Company obtains stockholder approval approving the sale of all of the securities offered and sold under the Purchase Agreement (the “Stockholder Approval”) to purchase an aggregate of up to 2,527,304 shares of common stock (the “Unregistered Investor Warrant Shares”) at an exercise price of $6.72 per share, subject to adjustments thereunder, including (x) a Price Protection Adjustment and (y) in the event the exercise price is more than $6.10, a reduction of the exercise price to $6.10, upon obtaining the Stockholder Approval (the “Unregistered Investor Warrants”). The Shares, the Registered Investor Warrants, the Unregistered Investor Warrants, the Registered Investor Warrant Shares and the Unregistered Investor Warrant Shares are collectively referred to as the “Securities.” The Company received gross proceeds from the sale of the Securities of $24,999,996, before deducting placement agent fees and other Offering expenses. | |||||||||||
Director [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Common stock price per share (in Dollars per share) | $ / shares | $ 4.9 | |||||||||||
Director [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Acquire shares of common stock | 12,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Number of shares | 500,000 | |||||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 5 | |||||||||||
Aggregate price (in Dollars) | $ | $ 2,500,000 | |||||||||||
Underwriter [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Securities purchase agreement, description | The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 800,000 units exercisable at $5.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing the initial Business Combination, the option will effectively represent the right to purchase up to 800,000 shares of common stock and 800,000 warrants to purchase 400,000 shares at $5.75 per full share for an aggregate maximum amount of $6,300,000. |
Equity (Details) - Schedule of
Equity (Details) - Schedule of warrant activity | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Schedule Of Warrant Activity Abstract | |
Warrants Outstanding, Beginning balance | 9,079,348 |
Exercisable Into Number of Shares, Beginning balance | 4,539,674 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ / shares | $ 5.75 |
Average Remaining Contractual Life, Beginning balance | 2 years 1 month 17 days |
Warrants Outstanding, Granted/Acquired | |
Exercisable Into Number of Shares, Granted/Acquired | |
Weighted Average Exercise Price, Granted/Acquired (in Dollars per share) | $ / shares | |
Warrants Outstanding, Forfeited | |
Exercisable Into Number of Shares, Forfeited | |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares | |
Warrants Outstanding, Exercised | |
Exercisable Into Number of Shares, Exercised | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | |
Warrants Outstanding, Ending balance | 9,079,348 |
Exercisable Into Number of Shares, Ending balance | 4,539,674 |
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ / shares | $ 5.75 |
Average Remaining Contractual Life, Ending balance | 7 months 9 days |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of option activity | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Schedule Of Option Activity Abstract | |
Options Outstanding, Beginning balance | shares | 824,000 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 5 |
Average Remaining Contractual Life, Beginning balance | 2 years 1 month 17 days |
Options Outstanding, Ending balance | shares | 824,000 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 5 |
Average Remaining Contractual Life, Ending balance | 7 months 9 days |
Options Outstanding, Granted/Acquired | shares | |
Weighted Average Exercise Price, Granted/Acquired | $ / shares | |
Options Outstanding, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Options Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of assets by division - Other Segments [Member] - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total Assets | $ 16,423,840 | $ 50,535,257 | |
Total revenues | 7,616,615 | $ 6,491,663 | |
Wuge [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 18,075,828 | 19,367,508 | |
Total revenues | 7,616,615 | $ 6,491,663 | |
CCNC, Citi Profit BVI ,TMSR HK and Makesi WFOE [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | $ (1,651,988) | $ 31,167,749 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of financial position for the discounted operations - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | ||
Fuel materials | $ 4,890,734 | |
TOTAL REVENUES | 4,890,734 | |
COST OF REVENUES | ||
Fuel materials | 4,690,388 | |
TOTAL COST OF REVENUES | 4,690,388 | |
GROSS PROFIT | 200,346 | |
OPERATING EXPENSES (INCOME) | ||
Selling, general and administrative | 160,254 | |
Provision for (recovery of) doubtful accounts | ||
TOTAL OPERATING EXPENSES | 160,254 | |
INCOME FROM OPERATIONS | 40,092 | |
OTHER INCOME (EXPENSE) | ||
Interest income | 75 | |
Interest expense | (7,708) | |
Investment income | ||
Other income (expense), net | 8 | |
Total other income (expense), net | (7,625) | |
INCOME BEFORE INCOME TAXES | 32,467 | |
PROVISION FOR INCOME TAXES | 8,896 | |
NET INCOME | $ 23,571 |