What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-09-29 compared with 2020-10-13 · 352 added, 398 removed, 79 unchanged (90% of the section changed)

Shipping America, Ltd.

(“Sino,”

the “Company,”

or “we”), a Virginia corporation, was founded

in the United States (the “U.S.”) in 2001.

Sino-Global Shipping America, Ltd.

(“Sino,” the “Company,”

or “we”), a Virginia corporation, was founded in 2001.

Sino is a non-asset based global shipping and freight logistics integrated

solution provider.

Sino provides tailored solutions and value-added services to its customers to drive effectiveness and control

in related aspects throughout the entire shipping and freight logistics chain.

We operate in four operating segments, including

(1) shipping agency and management services, operated by our subsidiary in Hong Kong and the U.S.;

(2) inland transportation management

services, operated by our subsidiaries in the U.S.;

(3) freight logistics services, operated by our subsidiaries in the PRC and

and (4) container trucking services, operated by our subsidiaries in the PRC and the U.S.

conduct our business primarily through our wholly-owned subsidiaries in the People’s Republic of China (the “PRC”)

Sino provides tailored solutions and value-added services to its customers to drive effectiveness and control in related

aspects throughout the entire shipping and freight logistics chain.

We operate in four operating segments, including (1) shipping agency

and management services, operated by our subsidiary in Hong Kong and the U.S.;

(2) inland transportation management services, operated

by our subsidiaries in the U.S.;

(3) freight logistics services, operated by our subsidiaries in the PRC and the U.S.;

and (4) container

trucking services, operated by our subsidiaries in the PRC and the U.S.

In addition to its shipping services, the Company has recently

entered the cryptocurrency industry.

conduct our business primarily through our wholly-owned subsidiaries in the People’s Republic of China (the “PRC”)

(including Hong Kong) and the U.S., where a majority of our clients are located.

Company conducts its business primarily through its wholly-owned subsidiaries in the People’s Republic of China (the “PRC”)

(including Hong Kong) and the U.S., where a majority of its clients are located.

subsidiary in China, Trans Pacific Shipping Limited (“Trans Pacific Beijing”), a wholly owned foreign enterprise,

invested in one 90%-owned subsidiary, Trans Pacific Logistics Shanghai Limited (“Trans Pacific Shanghai”.

Company conducts its business primarily through its subsidiaries and contractually controlled affiliates (“VIEs”) in the

People’s Republic of China (the “PRC”) (including Hong Kong) and the U.S., where a majority of its clients are located.

subsidiary in China, Trans Pacific Shipping Limited (“Trans Pacific Beijing”), a wholly owned foreign enterprise, invested

in one 90%-owned subsidiary, Trans Pacific Logistics Shanghai Limited (“Trans Pacific Shanghai”.

Trans Pacific Beijing and

Trans Pacific Shanghai are referred to collectively as “Trans Pacific”).

As PRC laws and regulations restrict foreign ownership

of local shipping agency service businesses, we provided our shipping agency services in the PRC through Sino-Global Shipping Agency

(“Sino-China” or “VIE”), a Chinese legal entity, which holds the licenses and permits necessary to operate

local shipping agency services in the PRC.

Trans Pacific Beijing and Sino-China do not have a parent-subsidiary relationship.

Trans Pacific

Beijing and Trans Pacific Shanghai are referred to collectively as “Trans Pacific”).

As PRC laws and regulations restrict

foreign ownership of local shipping agency service businesses, we provided our shipping agency services in the PRC through Sino-Global

Shipping Agency Ltd.

(“Sino-China”

or “VIE”), a Chinese legal entity, which holds the licenses and permits

necessary to operate local shipping agency services in the PRC.

Trans Pacific Beijing and Sino-China do not have a parent-subsidiary

relationship.

Trans Pacific Beijing has contractual arrangements with Sino-China and its shareholders that enable us to substantially

control Sino-China.

Through Sino-China, we were able to provide local shipping agency services in all commercial ports in the

Sino-China is one of the committee members of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (“CASA”).

CASA was approved to form by China Ministry of Communications.

Sino-China is also our only entity that is qualified to do shipping

agency business in China.

Beijing has contractual arrangements with Sino-China and its shareholders that enable us to substantially control Sino-China.

Sino-China, we were able to provide local shipping agency services in all commercial ports in the PRC.

Sino-China is one of the committee

members of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (“CASA”).

CASA was approved

to form by China Ministry of Communications.

Sino-China is also our only entity that is qualified to do shipping agency business in China.

We keep the VIE to prepare ourselves for the market to turn around.

1 unchanged sentence

inception in 2001 and through our fiscal year ended June 30, 2013, our sole business was providing shipping agency services.

general, we provided two types of shipping agency services:

loading/discharging services and protective agency services, in which

we acted as a general agent to provide value added solutions to our customers.

For loading/discharging agency services, we received

the total payment from our customers in U.S.

we provided two types of shipping agency services:

loading/discharging services and protective agency services, in which we acted as

a general agent to provide value added solutions to our customers.

For loading/discharging agency services, we received the total payment

from our customers in U.S.

dollars and paid the port charges on behalf of our customers in RMB.

For protective

agency services, we charged a fixed amount as agent fee while customers are responsible for the payment of port costs and expenses.

Under these circumstances, we generally required a portion of a customer’s payment in advance and billed the remaining balance

within 30 days after the transaction was completed.

We believe the most significant factors that directly or indirectly affected

our shipping agency service revenues were:

For protective agency services, we charged

a fixed amount as agent fee while customers are responsible for the payment of port costs and expenses.

Under these circumstances, we

generally required a portion of a customer’s payment in advance and billed the remaining balance within 30 days after the transaction

was completed.

We believe the most significant factors that directly or indirectly affected our shipping agency service revenues were:

number of ship-times to which we provide port loading/discharging services;

5 unchanged sentences

January 2016, we expanded our business to freight logistics service to provide import security filing services with U.S.

and Department of Homeland Security, on behalf of importers who ship goods into the U.S.

and also providing inland transportation

services to these importers in the U.S.

fiscal year 2017, we also expanded into container trucking services as new business sectors to provide related transportation

logistics services to customers in the U.S.

Department of Homeland Security, on behalf of importers who ship goods into the U.S.

and also providing inland transportation services

to these importers in the U.S.

fiscal year 2017, we also expanded into container trucking services as new business sectors to provide related transportation logistics

services to customers in the U.S.

and in China.

We have signed a cooperation agreement with Sino-Trans Guangxi Logistics

(“Sinotrans”), which is a state-owned enterprise of China, with a service period from July 1, 2017 to December

31, 2020, to provide freight logistics services and container trucking services to them in the U.S.

To ensure effective and high-quality

services provided to our customers in the U.S., we established a joint venture, ACH Trucking Center Corp., in the third quarter

of fiscal 2017 with a U.S.

local freight forwarder, Jetta Global Logistics Inc.

The joint venture ended in December 2017 and we

continue to operate our trucking business through our other subsidiaries.

Since ACH Center’s operating revenue was less

than 1% of the Company’s consolidated revenue and the termination did not constitute a strategic shift that would have a

major effect on the Company’s operations and financial results, the results of operations for ACH Center was not reported

as discontinued operations in the financial statements.

an effort to further diversify our business, in the second quarter of fiscal 2018, we have developed our bulk cargo container

services segment.

Bulk cargo container shipment refers to using containers to ship commodities that traditionally are shipped

by freight cargo.

We have signed a cooperation agreement with Sino-Trans Guangxi Logistics Co.

(“Sinotrans”),

which is a state-owned enterprise of China, with a service period from July 1, 2017 to December 31, 2020, to provide freight logistics

services and container trucking services to them in the U.S.

To ensure effective and high-quality services provided to our customers

in the U.S., we established a joint venture, ACH Trucking Center Corp., in the third quarter of fiscal 2017 with a U.S.

local freight

forwarder, Jetta Global Logistics Inc.

The joint venture ended in December 2017 and we continue to operate our trucking business through

our other subsidiaries.

Since ACH Center’s operating revenue was less than 1% of the Company’s consolidated revenue and the

termination did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results,

the results of operations for ACH Center was not reported as discontinued operations in the financial statements.

As an effort to further diversify our business, in the second quarter

of fiscal 2018, we developed our bulk cargo container services segment.

Bulk cargo container shipment refers to using containers to ship

commodities that traditionally are shipped by freight cargo.

Freight cargo rate is usually lower than that of container freight rate;

however, the transit time is much longer

and has high minimum quantity requirements.

With the Chinese government banning the import of environmental wastes by the end

of 2017, the empty container rate of COSCO Group's container shipping from the United States to China has been further reduced.

Therefore with the signing of a strategic cooperation agreement COSCO Shipping Beijing International Freight Co., Ltd., we are

able to take advantage of the low container rate to jointly promote bulk cargo container transportation.

Revenue from bulk cargo

container services amounted to $638,227 for the fiscal 2018 while we didn’t have such business in 2017.

We temporarily suspended

to provide this service in fiscal year 2019 due to market environment factors in 2019 and have continued this suspension in light

of the worldwide impact of the coronavirus pandemic.

however, the transit time is much longer and has high minimum quantity requirements.

With the Chinese government banning the import of

environmental wastes by the end of 2017, the empty container rate of COSCO Group’s container shipping from the United States to

China has been further reduced.

We temporarily suspended this service in fiscal year 2019 due to market environment factors in 2019 and

have continued this suspension in light of the worldwide impact of the coronavirus pandemic.

the first quarter of fiscal 2018, we established a wholly-owned subsidiary, Ningbo Saimeinuo Supply Chain Management Ltd.

primarily engages in transportation management and freight logistics services.

with fiscal year 2019, current trade dynamics have made it more expensive for shipping carrier clients to cost-effectively move

cargo into U.S.

ports, and as a result, we realized a lower shipping volumes and less utilization of its online platform, which

has caused us to shift our focus back to shipping agency business.

The shipping agency industry in China has improved and the

number of shipping agencies in overall in the country has decreased, due to both price and the inability of competitors to embrace

technology as a resource in serving client needs.

September 3, 2018, the Company entered into a cooperation agreement with Ningbo Far-East Universal Shipping Agency Co., Ltd to

set up a joint venture in Hong Kong named Bright Far East International Shipping Agency Co., Ltd., to engage in worldwide shipping

agency operations.

which primarily

engages in transportation management and freight logistics services.

Starting with fiscal year 2019, trade dynamics have made it more expensive

for shipping carrier clients to cost-effectively move cargo into U.S.

ports, and as a result, we realized lower shipping volumes and less

utilization of its online platform, which has caused us to shift our focus back to the shipping agency business.

The shipping agency industry

in China has improved and the number of shipping agencies in overall in the country has decreased, due to both price and the inability

of competitors to embrace technology as a resource in serving client needs.

On September 3, 2018, the Company entered into a cooperation agreement

with Ningbo Far-East Universal Shipping Agency Co., Ltd to set up a joint venture in Hong Kong named Bright Far East International Shipping

Agency Co., Ltd., to engage in worldwide shipping agency operations.

The Company has a 51% equity interest in the joint venture.

On May 23, 2019, Bright Far East International

Shipping Agency Co., Ltd.

23, 2019, Bright Far East International Shipping Agency Co., Ltd.

was incorporated in New York and its registration in Hong Kong was terminated.

There have been no major

operations of the joint venture for the year ended June 30, 2020.

Currently, we are conducting the shipping agency business through

our wholly-owned Hong Kong subsidiary.

There were no major operations of the joint venture for the year ended June 30, 2020.

Currently, we are conducting the shipping agency

business through our wholly-owned Hong Kong subsidiary.

April 10, 2019, the Company entered into a cooperation agreement with Mr.

Weijun Qin, the Chief Executive Officer of a shipping

management company in China, to set up a joint venture in New York named State Priests Management Ltd.

(“State Priests”),

in which the Company will hold a 20% equity interest.

On July 26, 2019, the Company signed a revised cooperation agreement with

Weijun Qin, which changed the Company’s equity interest in State Priests from 20% to 90%.

The Company has not provided

any cash contribution to the joint venture and there has been no operation of the joint venture pending the International Ship

Safety Management Certificate from the China Classification Society (the “Certificate”).

As of the date of this filing,

the Company has not yet received the Certificate.

Weijun Qin, the Chief Executive Officer of a shipping management

company in China, to set up a joint venture in New York named State Priests Management Ltd.

(“State Priests”), in which the

Company will hold a 20% equity interest.

On July 26, 2019, the Company signed a revised cooperation agreement with Mr.

Weijun Qin, which

changed the Company’s equity interest in State Priests from 20% to 90%.

The Company has not provided any cash contribution to the

joint venture and there has been no operation of the joint venture pending the International Ship Safety Management Certificate from

the China Classification Society (the “Certificate”).

As of the date of this filing, the Company has not yet received the

Sino-Global Shipping New York Inc.

started providing shipping management related

services that do not require certification, which include arranging and coordinating for ship maintenance and inspection this

started providing shipping management related services that do not require certification,

which include arranging and coordinating for ship maintenance and inspection this quarter.

November 6, 2019, the Company signed a revised cooperation agreement with Mr.

Weijun Qin to restructure their equity interest

in State Priests.

Weijun Qin to restructure their equity interest in State

Given that State Priests failed to timely obtain the necessary approval from related authorities, Mr.

Qin agreed to exchange 80% equity interest in Sea Continent Management Ltd.

(“Sea Continent”), another New York entity

Qin owns for the Company’s 90% equity interest in State Priests.

Weijun Qin agreed to exchange

80% equity interest in Sea Continent Management Ltd.

(“Sea Continent”), another New York entity Mr.

Qin owns for the Company’s

90% equity interest in State Priests.

The equity transfer has been consummated.

Sea Continent

already has the Certificate but has no operations as of June 30, 2020.

There has been no capital injection nor operations of State

Priests and Sea Continent as of June 30, 2020;

Sea Continent already has the Certificate but has no

operations as of June 30, 2020.

There has been no capital injection nor operations of State Priests and Sea Continent as of June 30,

therefore, no gain or loss has been recognized in the transaction.

January 10, 2020, the Company entered into a cooperation agreement with Mr.

Shanming Liang, a shareholder of the Company, to set

up a joint venture in New York named LSM Trading Ltd., in which the Company holds a 40% equity interest.

No investment has been

made by the Company as of the date of this report.

The new joint venture will facilitate the purchase agricultural related commodities

Shanming Liang, a shareholder of the Company, to set up a

joint venture in New York named LSM Trading Ltd., in which the Company holds a 40% equity interest.

No investment has been made by the

Company as of the date of this report.

The new joint venture will facilitate the purchase agricultural related commodities in the U.S.

for customers in China and the Company will provide comprehensive supply chain and logistics solutions.

April 6, 2020, the Company entered into a share purchase agreement with Mr.

Kelin Wu and Mandarine Ocean Ltd (“

Mandarine ”),

a shipping company registered in the Marshall Islands, to purchase 75% of the equity of Mandarine from Mr.

Wu for a purchase price

of up to USD 3,750,000, payable in cash equivalent and/or restricted shares of common stock of the Company.

On June 17, 2020,

the parties amended the stock purchase agreement to reduce the purchase price and related changes to be up to USD 1,500,000.

September 3, 2020, the Company and Mr.

Wu signed a termination agreement to terminate the amended stock purchase agreement.

party owes the other party any termination penalty in connection with the termination.

The transfer of equity and issuance of

stock contemplated in the amended stock purchase agreement have not occurred and no party has any obligation to transfer or to

pay any amount to any other party under the Amendment.

the close of the stock market on July 7, 2020, the Company effected a l-for-5 reverse stock split of its common stock to maintain

its listing of its common stock on the NASDAQ Capital Market.

As a result all common stock share amounts included in this filing

have been retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of

Amounts affected include common stock outstanding, including those that have resulted from the stock options, and warrants

that convert to common stock.

September 17, 2020, the Company entered into a securities purchase agreement with certain “non-U.S.

Persons”

in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate of 720,000

shares of the Common Stock, and warrants to purchase 720,000 shares of Common Stock at a per share purchase price of $1.46.

offering closed on September 23, 2020.

The net proceeds to the Company from such offering were approximately $1.05 million.

outbreak of the novel coronavirus (COVID-19) starting from late January 2020 in the PRC has spread rapidly to many parts of the

In March 2020, the World Health Organization declared the COVID-19 as a pandemic and has resulted in quarantines, travel

restrictions, and the temporary closure of stores and business facilities in China and the U.S.

for the past few months.

the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of the Company’s business operations

and its workforce are concentrated in China and the U.S., the Company’s business, results of operations, and financial condition

have been adversely affected for the year ended June 30, 2020.

the close of the stock market on July 7, 2020, the Company effected a l-for-5 reverse stock split of its common stock to maintain its

listing of its common stock on the NASDAQ Capital Market.

As a result all common stock share amounts included in this filing have been

retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of five.

Amounts affected

include common stock outstanding, including those that have resulted from the stock options, and warrants that convert to common stock.

December 14, 2020, the Company incorporated a new entity named “Blumargo IT Solution Ltd.” with 80% ownership in partnership

with Tianjin Anboweiye Technology Co.

to build up hi-tech and information-based logistic services to meet the higher and complicate demand

of customers.

March 19, 2021, the Company established a wholly owned subsidiary, Cullinan Global Logistics Inc, to support its freight logistics services

from March 2021, the Company entered the cryptocurrency sector.

The Company plans to leverage information technology and other innovative

technologies in its business platform.

These types of technology may be helpful in expanding its traditional logistics service expertise.

Starting from March 2, 2021, the Company accepts Bitcoin as a form of payment for its global shipping, freight, and logistics services.

Payments made in Bitcoin will be made at the rate applicable at the payment date.

March 2, 2021, the Company entered into a purchase agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd.

for the purchase of 2,783 digital currency mining servers.

The total gross purchase price was $4.6 million.

The total computing power

will reach 50,440 t/s.

After the transaction is completed, Yanghuai will manage and operate the servers at Yanghuai’s site with

no further charge from March 10, 2021 through March 9, 2022, after which time Sino-Global may engage Yanghuai to continue providing service

The first cash payment of approximately $0.9 million was paid within 15 days after the date of signing the Agreement.

second cash payment of approximately $0.9 million will be paid within 15 days after the date of acceptance of the servers and a special

VAT invoice provided by Yanghuai.

On September 17, 2021, Sino-Global Shipping America, Ltd.

(the “Company”) entered into a Digital

Currency Mining Server Purchase Price Adjustment Agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd.

“Seller”) to restructure the Purchase and Entrusted Management Agreement entered into between two parties on March 2, 2021

(the “Purchase Agreement”) to buy 2,783 digital currency mining servers from the Seller.

Due to a subsequent change in Chinese

regulatory policy that prevented the Seller from operating the servers as needed to meet agreed upon performance targets under the Purchase

Agreement, the two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million

and to allocate the purchased mining equipment between the Company and the Seller.

The Seller has agreed to transport digital currency

mining servers representing half of the agreed 50,440 t/s in computing power (or a total of 25,220 t/s in computing power) to Ningbo,

March 18, 2021, Sino-Global Shipping America, Ltd.

(the “Company”) announced the launch of a new exchange for NFTs (non-fungible

tokens) in collaboration with e-commerce public chain CyberMiles.

March 24, 2021, the Company agreed to acquire a 60% ownership of Super Node LLC, which is a blockchain infrastructure developer and

service provider, in cash or stock transaction for $5.0 million subject to valuation.

The transaction is subject to the satisfaction

of warranties and representations under the purchase agreement.

This deal is ongoing and is expected to close later this year.

Acquiring equity interest in Super Node LLC can further strengthens the Company’s capabilities and accelerates the buildout of

its business as it pursues major opportunities in the rapidly growing cryptocurrency market and digital economy.

strategy is to:

2 unchanged sentences

our current service offerings organically or through acquisitions and/or strategic alliance;

continue to grow our business in

continue to grow our business in the

to streamline our business practice, optimize our cost structure and improve our operating efficiency through effective planning,

2 unchanged sentences

to monetize our relationships with our strategic partners and leverage their support and our innovation to expand our business.

the establishment of our subsidiary in Los Angeles, we added cargo forwarding services to our service platform in the second quarter

of fiscal 2017, which is included in our inland transportation business line for the year ended June 30, 2016.

As we are developing

our cargo forwarding services, the Company provides freight logistics services and container trucking services as two new business

segments in fiscal 2017.

During fiscal year 2018, the Company began to provide bulk cargo container services to the customers.

On November 13, 2019, the Company entered into a cooperation agreement with Shanming Liang, a director of Guangxi Jinqiao Industrial

Group Co., Ltd., to cooperate and expand the bulk cargo container services business.

With the establishment of our subsidiary in Los Angeles, we added cargo

forwarding services to our service platform in the second quarter of fiscal 2017, which is included in our inland transportation business

line for the year ended June 30, 2016.

As we are developing our cargo forwarding services, the Company provides freight logistics services

and container trucking services as two new business segments in fiscal 2017.

During fiscal year 2018, the Company began to provide bulk

cargo container services to the customers.

On November 13, 2019, the Company entered into a cooperation agreement with Shanming Liang,

a director of Guangxi Jinqiao Industrial Group Co., Ltd., to cooperate and expand the bulk cargo container services business.

to our execution of a restructured agreement with Hebei Yanghuai, our partnership will allow us to expand our capacity in the U.S.

remains our intent to grow our business in the U.S.

In addition, we plan to switch to a direct mining business rather than contract with

third parties in order to have greater control over this growth segment and to optimize our gross margin.

Goals and Strategic Plan

leveraging our fine reputation, extensive business relationships, technical ability and in-depth knowledge of the shipping industry,

our goal is to further strengthen our position as a leading global logistics solution provider who offers innovative resolutions

to better address complex issues in different aspects in the entire shipping and freight logistics chain.

By leveraging our reputation, extensive business relationships, technical

ability and in-depth knowledge of the shipping industry, our goal is to further strengthen our position as a leading global logistics

solution provider that offers innovative resolutions to better address complex issues in different aspects in the entire shipping and

freight logistics chain.

historically focused our business on providing our customers with customized shipping agency services.

In the past, our business

came predominately from our strong business relationships with our key strategic partners in China.

To reduce our dependency on

a single business line, we have leveraged, and will continue to leverage, our business relationships with strategic partners to

introduce new service offerings to the market and to diversify our business.

Our strategic plan for the next five years is to

continue to diversify our service mix and actively seek new growth opportunities to expand our business footprint in the U.S.

market to reduce our dependency on the revenue generated from China.

For decades, the shipping industry has been operated under

traditional business models without many meaningful changes.

Today, technological innovation has already played a big role in

changing every conventional industry.

We believe the internet will be a big part of the future logistics chain services and a

transformative era in shipping and freight logistics business is coming.

As an innovative solution provider, we plan to apply

our technical ability, industry expertise and cutting-edge information technology in the conventional shipping business to better

connect supply and demand and to develop seamless linkages in logistics chains.

a result of our plan to diversify, we continued to provide on inland transportation management services and logistics between

In the past, our business came

predominately from our strong business relationships with our key strategic partners in China.

To reduce our dependency on a single business

line, we have leveraged, and will continue to leverage, our business relationships with strategic partners to introduce new service offerings

to the market and to diversify our business.

Our strategic plan for the next five years is to continue to diversify our service mix and

actively seek new growth opportunities to expand our business footprint in the U.S.

market to reduce our dependency on the revenue generated

For decades, the shipping industry has been operated under traditional business models without many meaningful changes.

technological innovation has already played a big role in changing every conventional industry.

We believe the internet will be a big

part of the future logistics chain services and a transformative era in shipping and freight logistics business is coming.

As an innovative

solution provider, we plan to apply our technical ability, industry expertise and cutting-edge information technology in the conventional

shipping business to better connect supply and demand and to develop seamless linkages in logistics chains.

a result of our plan to diversify, we continued to provide on inland transportation management services and logistics between the U.S.

and China, such as providing freight logistics services, container trucking services and bulk cargo container services.

During this process, we will continue to adjust and develop our strategic plans based on the change of business environment.

with our decades of experience in shipping agency business and solid business relationships with Baosteel Group and Shougang Group,

who are among the biggest importers of iron ore in China, we believe it is to the Company’s best interest to redirect our

focus on this segment in 2019 based on our assessment of current global trading environments.

To our understanding, we are one

of few shipping agents specialized in providing a full range of general shipping agency services in China and the only shipping

agency company listed on a public exchange in the U.S.

while other shipping agencies are much smaller and more fragmented.

the setup of the Ningbo joint venture, we are able to use our resources such as our customer base, our currently developing IT

infrastructure and our business insight to build a global network of shipping agencies.

In addition, our current business segments

like freight logistics and container trucking can also be integrated and enable us to provide more comprehensive logistics services

for our customers.

plan is to develop a shipping agency network in China and South East Asia for the next three years and expand our shipping agency

network worldwide.

We plan to build the network through acquisitions or strategic partnership with other shipping agencies.

shipping agency business will be mostly conducted through our China, Hong Kong and Australia subsidiaries.

fiscal year 2020, we entered into a general shipping agency service agreement with Mandarine Bulk Ltd.

as the sole general shipping

agency and a shipping management services agreement with Qingdao Lizhou Ship Management Co., Ltd.

We have expanded our business

to increase sales revenue in the United States and get more customers who can settle in U.S.

fiscal 2021, while we continue to provide our current traditional logistics business, we will integrate the traditional business

with modern technology to develop a brand-new business model.

On September 27, 2020, we signed a MOU with EMB Technology Co.,

LTD (“EMB”).

Our company and EMB will combine the advantages of traditional logistics business/new technology and

match the marketing economic requirements of the post-covid-19 world, gathering our many years of industry experience and customer

group, with big data analysis, artificial intelligence, machine learning technologies, research and development platforms for

the new business model, joint business partner's data interface, to change the traditional business model from delivery to businesses

into delivery directly to customers.

At the same time, we plan to strengthen the research and development force to complete the

transformation of the company's business model and profit model step by step.

After deep market research and demand analysis,

with the actual situation in North America, iterative developing a certain popular App of high customer coupling, easy to form

the functional industrial chain and derivative products and related services.

We also expect to make achievements in the remote

service industry include the service industry of enterprise portal, and the service industry of ERP customization/implementation/maintenance

for small and medium-sized businesses, try to create a new milestone in the company's business.

light of our strategic relationship with Zhiyuan Investment Group that began with the signing of a 5-year global logistics service

agreement in June 2013, we expanded our business platform to include additional service offerings.

We started to provide inland

transportation management services to a third-party customer, Tengda Northwest Ferroalloy Co., Ltd.

(“Tengda Northwest”),

during the quarter ended September 30, 2014.

As we continue to diversify our service platform, we endeavor to reduce our dependency

on a few customers for which we provide freight logistics, container trucking services, and shipping agency services.

customers in the freight logistic service segment include Shanghai Baoding Energy Ltd.

During this process,

we will continue to adjust and develop our strategic plans based on the change of business environment.

fiscal 2021, while we continued to provide our current traditional logistics business, we integrated the traditional business with modern

technology to develop a brand-new business model.

On September 27, 2020, we signed a MOU with EMB Technology Co., LTD (“EMB”).

Our company and EMB will combine the advantages of traditional logistics business/new technology and match the marketing economic requirements

of the post-covid-19 world, gathering our many years of industry experience and customer group, with big data analysis, artificial intelligence,

machine learning technologies, research and development platforms for the new business model, joint business partner’s data interface,

to change the traditional business model from delivery to businesses into delivery directly to customers.

Starting from March 2021, the Company entered the cryptocurrency sector.

The Company plans to leverage information technology and other innovative technologies in its business platform.

These types of technology

may be helpful in expanding its traditional logistics service expertise.

On March 18, 2021, we announced the launch of a new exchange

for NFTs (non-fungible tokens) in collaboration with e-commerce public chain CyberMiles.

light of our strategic relationship with Zhiyuan Investment Group that began with the signing of a 5-year global logistics service agreement

in June 2013, we expanded our business platform to include additional service offerings.

We started to provide inland transportation

management services to a third-party customer, Tengda Northwest Ferroalloy Co., Ltd.

(“Tengda Northwest”), during the quarter

ended September 30, 2014.

As we continue to diversify our service platform, we endeavor to reduce our dependency on a few customers for

which we provide freight logistics, container trucking services, and shipping agency services.

Our main customers in the freight logistic

service segment include Shanghai Baoding Energy Ltd.

and Chongqing Iron & Steel Ltd.

main customer of shipping agency and management service are Mandarine Bulk Ltd.

and Qingdao Lizhou Ship Management Co., Ltd.

began to provide services to Mandarine Bulk Ltd.

Our main customer of shipping agency and management

service are Mandarine Bulk Ltd.

and Qingdao Lizhou Ship Management Co., Ltd.

We began to provide services to Mandarine Bulk Ltd.

Qingdao Lizhou Ship Management Co., Ltd.

since fiscal year 2020.

the year ended June 30, 2020, three customers accounted for approximately 42%, 23% and 22% of the Company’s revenues, respectively.

As of June 30, 2020, one customer accounted for approximately 87% of the Company’s accounts receivable, net.

ended June 30, 2019, three customers accounted for approximately 35%, 16% and 13% of the Company’s revenues, respectively.

As of June 30, 2019, all of these customers accounted for approximately 26% of the Company’s accounts receivable, net.

operations consist of working directly with our customers to understand in detail their needs and expectations and then managing

local suppliers to ensure that our customers’

needs are met.

For the year ended June 30 2020, three suppliers accounted

for approximately 26%, 18% and 16% of the total costs of revenue, respectively.

For the year ended June 30, 2019, three suppliers

accounted for 23%, 12% and 10% of the total costs of revenue, respectively.

the year ended June 30, 2021, one customer accounted for approximately 89.7% of the Company’s revenues.

As of June 30, 2021,

one customer accounted for approximately 87.6% of the Company’s accounts receivable, net.

For the year ended June 30, 2020, three

customers accounted for approximately 42%, 23% and 22% of the Company’s revenues, respectively.

As of June 30, 2020, all of these

customers accounted for approximately 87% of the Company’s accounts receivable, net.

operations consist of working directly with our customers to understand in detail their needs and expectations and then managing local

suppliers to ensure that our customers’ needs are met.

the year ended June 30, 2021, two suppliers accounted for approximately 55.4% and 28.6% of the total costs of revenue, respectively.

For the year ended June 30, 2020, three suppliers accounted for 26%, 18% and 16% of the total costs of revenue, respectively.

believe that the following strengths differentiate us from our competitors:

industry experience and problem-solving reputation .

We are a non-asset based global shipping and freight logistics solution

We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related

aspects throughout the entire shipping and freight logistic chain.

We believe that our years of successful track record of applying

integrated solutions to complex issues in the global shipping logistics business gives us a competitive advantage in attracting

large clients and helps us maintain strong long terms business relationship with them.

We are a non-asset based global shipping and freight logistics solution provider.

We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related aspects throughout

the entire shipping and freight logistic chain.

We believe that our years of successful track record of applying integrated solutions

to complex issues in the global shipping logistics business gives us a competitive advantage in attracting large clients and helps

us maintain strong long terms business relationship with them.

leadership and a competent professional team .

2 unchanged sentences

Most of our employees have

marine business experience, and many of our managers/chief operators served in other large Chinese shipping companies prior to

marine business experience, and many of our managers/chief operators served in other large Chinese shipping companies prior to joining

With these professionals and experienced staff, we believe that we provide the best services to our customers at competitive

network and positive industry recognition.

Doing business in China often requires a strong business network and support of

key strategic partners.

Doing business in China often requires a strong business network and support of key

strategic partners.

The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating

Common Carriers (CASA), the authoritative industry association in China.

We are the only non-state-owned enterprise represented

on the CASA board guiding the development of the industry.

Our good reputation and industry recognition enables us to maintain

strong relationships with our business partners and have an extensive network of contacts throughout the industry, which helps

us gain necessary support to execute our business plans.

We are the only non-state-owned enterprise represented on

the CASA board guiding the development of the industry.

Our good reputation and industry recognition enables us to maintain strong

relationships with our business partners and have an extensive network of contacts throughout the industry, which helps us gain necessary

support to execute our business plans.

organization and a flexible business model.

Although we are a small business with limited resources, we have a cohesive and

effective organizational structure with the goal of maximizing customer value while minimizing waste.

Our unique flexible business

model allows us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality

customer service, and competitive prices to achieve greater market acceptance and gain additional market share.

Although we are a small business with limited resources, we have a cohesive and effective

organizational structure with the goal of maximizing customer value while minimizing waste.

Our unique flexible business model allows

us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality customer service,

and competitive prices to achieve greater market acceptance and gain additional market share.

U.S.-registered

1 unchanged sentence

We believe our status as a U.S.

corporation gives us more credibility among existing and

potential customers, suppliers, and other business partners than a privately owned company would have in our industry.

to raise capital through the capital market or use our common stock as “currency”

to facility potential merger and

acquisition transactions can also help us carry out or accelerate our growth strategies.

corporation gives us more credibility among existing and potential

customers, suppliers, and other business partners than a privately owned company would have in our industry.

Our ability to raise

capital through the capital market or use our common stock as “currency” to facility potential merger and acquisition

transactions can also help us carry out or accelerate our growth strategies.

Opportunities

more than thirty years, the shipping and freight logistics industry has been operated under traditional business models without

meaningful change.

more than thirty years, the shipping and freight logistics industry has been operated under traditional business models without meaningful

Many of these business practices are inefficient and problematic;

therefore, maintaining an innovative mindset

is critical to achieving continuous business success and growth.

We are a value-added logistics solution provider with successful

past performance and individuals that have been in the industry for a long time.

Instead of playing the traditional logistics

broker role, we focus on providing technology solutions and innovative leading-edge services to bridge the asset-based world with

the digital world.

We shape our industry practice and profit model by analyzing wider developments both in the global markets

and the technology industry so we can address unique problems that are currently pervasive across the shipping and freight logistics

believe we can capture the business opportunity and grow our business organically or through acquisitions or strategic alliance

to streamline our business operations and improve our operating efficiency through innovative technology, effective planning,

budgeting, execution and cost control;

● Diversifying

therefore, maintaining an innovative mindset is critical to

achieving continuous business success and growth.

We are a value-added logistics solution provider with successful past performance and

individuals that have been in the industry for a long time.

Instead of playing the traditional logistics broker role, we focus on providing

technology solutions and innovative leading-edge services to bridge the asset-based world with the digital world.

We shape our industry

practice and profit model by analyzing wider developments both in the global markets and the technology industry so we can address unique

problems that are currently pervasive across the shipping and freight logistics industry.

believe we can capture the business opportunity and grow our business organically or through acquisitions or strategic alliance by:

to streamline our business operations and improve our operating efficiency through innovative technology, effective planning, budgeting,

execution and cost control;

our business to focus on providing innovative technology based solution to our customers to promote our sustainable business growth;

current market of China's shipping agency industry is mature comparing to what it was ten years ago when the shipping agency industry

was fueled by the massive construction of China's infrastructure, yet the over-supply of shipping agencies has also shrunk the

profits of the industry.

Many shipping agencies were constrained by the small size and the limited services.

We have the professionalism

and are the pioneers and leaders in the shipping agency industry in China.

SINO is a NASDAQ-listed company that already has more

flexibility in capital raise comparing to companies that are not on a U.S.

The current market of China’s shipping agency industry is mature

comparing to what it was ten years ago when the shipping agency industry was fueled by the massive construction of China’s infrastructure,

yet the over-supply of shipping agencies has also shrunk the profits of the industry.

Many shipping agencies were constrained by the small

size and the limited services.

SINO is a NASDAQ-listed company that already has more flexibility in capital raising comparing to companies

that are not on a U.S.

major stock exchange or private companies.

have a network that covers the US East coast, West coast, Canada, Australia, Hong Kong, Beijing, and Ningbo.

We maintain strong

relationships with customers and market resources.

The current shipping agency market is more competitive yet enable companies

like us who has better resources in this market niche to expand.

We already have a network that covers the US East coast, West coast,

Canada, Australia, Hong Kong, Beijing, and Ningbo.

We maintain strong relationships with customers and market resources.

The current shipping

agency market is more competitive yet enables companies like us who have better resources in this market niche to expand.

face significant challenges when executing our strategy, including:

the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current

business activities to support our daily operations during the transition;

may not be able to establish a separate department to solve critical issues in today’s shipping logistics industry;

may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our

standard operating and control procedures which may pose more challenges to our management.

the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current business

activities to support our daily operations during the transition;

may not be able to establish a separate department to solve critical issues in today’s shipping logistics industry;

may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our standard

operating and control procedures which may pose more challenges to our management.

may not have or not be able to get the necessary funds to continue to expand our service and market our services successfully;

6 unchanged sentences

As a publicly traded

company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term

market segments that we serve do not have high entry barriers.

There are many companies ranging from small to large in China that

provide shipping and freight-related logistics services.

At present, the state-owned companies in China still dominate the industry

and generate a majority of the revenues in the industry.

These companies have greater service capabilities, a larger customer

base and more financial, marketing, network and human resources than we do.

Most of them engage in a wide range of businesses

and involve many aspects of the industry chain.

However, we focus on providing tailored solutions and value-added services to

select high-profile customers to drive effectiveness and control in related aspects throughout the entire shipping and freight

logistic chain.

As a boutique company that provides specialized services with limited resources and history, we face intense competition

in the particular market segments that we serve.

Our ability to be successful in our industry depends on our deep understanding

of the complexity of industry issues and challenges and our technical ability to develop best solutions to respond to the identified

issues and provide effective problem-solving strategies to our targeted customers to achieve the fastest and most cost-effective

Our value-added services and innovative approaches are highly recognized by our customers, which helps us to gain additional

market share and compete effectively with the companies that may be better capitalized than we are or may provide services we

do not or cannot provide to our customers.

company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term

● Our recent expansion into the

cryptocurrency industry has been hampered by changes in Chinese regulations.

The market segments that we serve do not have high entry barriers.

There are many companies ranging from small to large in China that provide shipping and freight-related logistics services.

the state-owned companies in China still dominate the industry and generate a majority of the revenues in the industry.

These companies

have greater service capabilities, a larger customer base and more financial, marketing, network and human resources than we do.

of them engage in a wide range of businesses and involve many aspects of the industry chain.

However, we focus on providing tailored solutions

and value-added services to select high-profile customers to drive effectiveness and control in related aspects throughout the entire

shipping and freight logistic chain.

As a boutique company that provides specialized services with limited resources and history, we face

intense competition in the particular market segments that we serve.

Our ability to be successful in our industry depends on our deep

understanding of the complexity of industry issues and challenges and our technical ability to develop best solutions to respond to the

identified issues and provide effective problem-solving strategies to our targeted customers to achieve the fastest and most cost-effective

Our value-added services and innovative approaches are recognized by our customers, which helps us to gain additional market

share and compete effectively with the companies that may be better capitalized than we are or may provide services we do not or cannot

provide to our customers.

of the date of this report, we have 42 full-time employees and one part-time employee, 19 of whom are based in China.

4 unchanged sentences

are not subject to a collective bargaining agreement.

September 3, 2018, the Company entered into a co-operation agreement with Ningbo Far-East Universal Shipping Agency Co., Ltd to

set up a joint venture in Hong Kong named Bright Far East International Shipping Agency Co., Ltd.

(“Bright Far HK”),

to engage in worldwide shipping agency operations.

The Company has a 51% equity interest in the joint venture.

On May 23, 2019,

Bright Far East International Shipping Agency Co., Ltd.

was incorporated in New York and the registration of Bright Far HK was

terminated in Hong Kong.

April 10, 2019, we entered into a cooperation agreement with Mr.

Weijun Qin, the Chief Executive Officer of a shipping management

company in China, to set up a joint venture in New York named State Priests Management Ltd., of which we hold a 90% equity interest.

We have not provided any cash contribution to the joint venture pending the certification and approval from related authorities.

On November 6, 2019, the Company signed a revised cooperation agreement with Mr.

Weijun Qin to restructure their equity interest

in State Priests.

Given that State Priests failed to timely obtain the necessary approval from related authorities, Mr.

Qin agreed to exchange 80% equity interest in Sea Continent Management Ltd.

(“Sea Continent”), another New York entity

Qin owns for the Company’s 90% equity interest in State Priests.

The equity transfer has been consummated.

Sea Continent

already has the Certificate but has no operations as of June 30, 2020.

There has been no capital injection nor operations of State

Priests and Sea Continent as of June 30, 2020, therefore no gain or loss has been recognized in the transaction.

November 13, 2019, the Company entered into a cooperation agreement with Shanming Liang, a director of Guangxi Jinqiao Industrial

Group Co., Ltd., to cooperate and expand the bulk cargo container services business.

Shanming Liang agreed to purchase 200,000

shares of the Company’s common stock at a purchase price of $5.00 per share for aggregate proceeds of $1.0 million.

Company and Mr.

Liang further entered into a Share Purchase Agreement on November 14, 2019 to memorialize the transaction aforementioned.

January 10, 2020, the Company entered into a cooperation agreement with Mr.

Liang, to set up a joint venture in New York named

LSM Trading Ltd.

(“LSM Trading”) to engage in trading business, of which we hold 40% equity interest.

No investment

has been made by the Company as of the date of this report.

April 6, 2020, the Company entered into a Share Purchase Agreement (the “Original SPA”) with Mr.

Kelin Wu, a PRC investor

(the “Seller”) and Mandarine Ocean Ltd (“Hanyang Shipping”), a shipping company registered in the Marshall

Islands, pursuant to which the Company agreed to purchase 75% of the equity of Hanyang Shipping from the Seller for a purchase

price of up to $3,750,000, payable in cash equivalent and/or restricted shares of common stock of the Company, subject to completion

of a third-party valuation of Hanyang Shipping.

On June 17, 2020, the Company entered into an amended share purchase agreement

(the “Amendment”) with the Seller to acquire 75% of the capital stock of Hanyang Shipping held by the Seller for an

aggregate consideration of up to $1.5 million to be paid in cash and the Company’s restricted shares.

On September 3, 2020,

the Company and the Seller signed a Termination Agreement to terminate the Amendment mutually.

Neither party will owe the other

party any termination penalty in connection with the Termination Agreement.

September 17, 2020, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S.

Persons”

(the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to

which the Company agreed to sell an aggregate of 720,000 shares (the “Shares”) of the Company’s common stock,

no par value (“Common Stock”), and warrants (the “Warrants”) to purchase 720,000 Shares at a per share

purchase price of $1.46 (the “Offering”).

The net proceeds to the Company from such Offering will be approximately

$1.05 million.

The Warrants will be exercisable six (6) months following the date of issuance at an exercise price of $1.825 for

cash (the “Warrant Shares”).

The Warrants may also be exercised cashlessly if at any time after the six-month anniversary

of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale

of the Warrant Shares.

The Warrants will expire five and a half (5.5) years from its date of issuance.

The Warrants are subject

to anti-dilution provisions to reflect stock dividends and splits or other similar transactions.

The Warrants contain a mandatory

exercise right for the Company to force exercise the Warrants if the Company’s common stock trades at or above $4.38 for

20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the are registered or may

be sold pursuant to Rule 144 and the daily trading volume exceeds 60,000 shares of Common Stock per trading day on each trading

day in a period of 20 consecutive trading days prior to the applicable date.

On September 21 and September 22, 2020, the Company

received total gross proceeds of $1.05 million.

On September 17, 2021, we entered into a Digital Currency Mining Server

Purchase Price Adjustment Agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd.

(the “Seller”)

to restructure the Purchase and Entrusted Management Agreement entered into between two parties on March 2, 2021 (the “Purchase

Agreement”) to buy 2,783 digital currency mining servers from the Seller.

Due to a subsequent change in Chinese regulatory policy

that prevented the Seller from operating the servers as needed to meet agreed upon performance targets under the Purchase Agreement, the

two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million and to allocate

the purchased mining equipment between the Company and the Seller.

The Seller has agreed to transport digital currency mining servers

representing half of the agreed 50,440 t/s in computing power (or a total of 25,220 t/s in computing power) to Ningbo, China first, and

then ship to the U.S.

(COVID-19) Update

December 2019, a novel strain of coronavirus (COVID-19) was first identified in China and has since spread rapidly globally.

of COVID-19 has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally.

March 2020, the World Health Organization declared the COVID-19 a pandemic.

In 2020, COVID-19 had a material impact on our business,

financial condition, and results of operations.

including, but not limited to, the following:

temporally closed our offices in early 2020, as required by relevant PRC and U.S.

Our offices were subsequently reopened pursuant to local guidelines.

the pandemic caused disruptions in our operations and supply chains, which resulted in delays

in the shipment of products to certain of our customers.

large number of our employees were in mandatory self-quarantine and the entire business operations

of the Company halted for several months the Spring of 2020.

customers were negatively impacted by the pandemic, which reduced the demand of our services.

As a result, our revenue and income were negatively impacted in 2020.

the second quarter of 2020, the COVID outbreak in China has gradually been controlled.

Our business has also returned to normal operations,

although management assessed that our results of operations had been negatively impacted for the year.

COVID-19 could adversely affect

our business and results of operations in 2021 if any COVID resurgence causes significant disruptions to our operations or the business

of our supply chain, logistics and service providers.

We cannot predict the severity and duration of the impact from such resurgence,

If any new outbreak of COVID-19 is not effectively and timely controlled, or if government responses to outbreaks or potential

outbreaks are severe or long-lasting, our business operations and financial condition may be materially and adversely affected as a result

of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition

of our customers or other factors that we cannot foresee.

Any of these factors and other factors beyond our control could have an adverse

effect on the overall business environment, cause uncertainties in the regions where we conduct business, and could materially and adversely

impact our business, financial condition and results of operations.

Risk Factors.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business