What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-09-29 compared with 2020-10-13 · 98 added, 734 removed, 11 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

for Our Common Stock

common stock is traded on the NASDAQ Stock Market under the symbol SINO.

On July 7, 2020, the Company effected a 1-for-5 reverse stock split

of the Company’s issued and outstanding shares of common stock solely to enable the Company to meet the NASDAQ continued listing

standards relating to the minimum bid price in Listing Rule 5550(a)(2) (which the Company was previously advised it was in non-compliance

As of July 6, 2020 (immediately prior to the Effective Date), there were 18,589,037 shares of common stock outstanding.

of the Reverse Stock Split, there were approximately 3,717,808 shares of common stock outstanding (subject to adjustment due to the effect

of rounding fractional shares into whole shares).

The Reverse Stock Split did not change the number of authorized shares of common stock

or preferred stock, or the par value of common stock or preferred stock.

Following the Reverse Stock Split, Nasdaq determined that for 11 consecutive

trading days from July 7 through July 21, 2020, the closing bid price of the Company’s common stock had been closed above $1.00

On July 22, 2020, Nasdaq notified the Company that it regained compliance with Nasdaq’s Listing Rule 5550(a)(2).

Number of Holders of Our Common Stock

As of October 9, 2020,

there are 12 holders of record of our common stock.

This number does not include shareholders who hold their shares of common

stock in street name.

of September 25, 2021, there are 18 holders of record of our common stock.

This number does not include shareholders who hold their shares

of common stock in street name.

have never declared or paid any cash dividends on our common stock.

We anticipate that we will retain any earnings to support

operations and to finance the growth and development of our business.

Therefore, we do not expect to pay cash dividends in the

foreseeable future.

Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors

(the “Board”) and will depend on a number of factors, including future earnings, capital requirements, financial conditions

and future prospects and other factors the Board may deem relevant.

Payments of dividends by Trans Pacific to our company are

subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit

foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents.

We anticipate that we will retain any earnings to support operations

and to finance the growth and development of our business.

Therefore, we do not expect to pay cash dividends in the foreseeable future.

Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors (the “Board”)

and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and

other factors the Board may deem relevant.

Payments of dividends by Trans Pacific to our company are subject to restrictions including

primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized

to conduct foreign exchange business after providing valid commercial documents.

Sales of Unregistered Securities and Issuer Purchases of Equity Securities

Sales of Unregistered Securities

May 9, 2019, the Company entered into a cooperation agreement with Xuben Lu, a major shareholder of Fangchenggang China Global

International Shipping Agency Co., Ltd., to cooperate and expand the shipping agency services business.

Xuben Lu purchased 66,667

shares of the Company’s common stock at a purchase price of $1.5 per share for aggregate proceeds of $100,000.

were issued on July 29, 2019 in reliance on an exemption from registration under the Securities Act in Section 4(a)(2) thereof.

May 29, 2019, the Company entered into an operation management cooperation agreement with Yueliang Pan, owner of multiple shipping

agency companies in China, to cooperate and expand the shipping agency services business.

Yueliang Pan purchased 166,667 shares

of the Company’s common stock at a purchase price of $1.5 per share for aggregate proceeds of $250,000.

The shares were

issued on July 29, 2019 in reliance on an exemption from registration under the Securities Act in Section 4(a)(2) thereof.

November 19, 2019, the Company entered into a share purchase agreement with Shanming Liang, pursuant to which the Company agreed

to issue 200,000 Shares at a price of $5.00 per share (giving effect to the 1-for-5 reverse split completed on July 7, 2020).

The placement closed on January 29, 2020.

The issuance was determined to be exempt from registration under the Securities Act

in reliance on Section 4(a)(2) thereof.

April 6, 2020, the Company entered into a share purchase agreement with Kelin Wu that would, among other things, resulted in the

issuance of up to 729,561restricted Shares (giving effect to the 1-for-5 reverse split completed on July 7, 2020) in connection

with the acquisition of 75% of the equity of Mandarine Ocean Ltd, a shipping company registered in the Marshall Islands.

was determined to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof.

Notwithstanding

the foregoing, the issuance was never completed, and the parties entered a termination agreement on September 3, 2020.

April 6, 2020, the Company entered into a share purchase agreement with Kelin Wu that would, among other things, resulted in the issuance

of up to 729,561 restricted Shares (giving effect to the 1-for-5 reverse split completed on July 7, 2020) in connection with the acquisition

of 75% of the equity of Mandarine Ocean Ltd, a shipping company registered in the Marshall Islands.

The issuance was determined to be

exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof.

Notwithstanding the foregoing, the issuance

was never completed, and the parties entered a termination agreement on September 3, 2020.

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

Persons to purchase 720,000

Shares for aggregate proceeds of $1.05 million.

Persons to purchase 720,000 Shares

for aggregate proceeds of $1.05 million.

The issuance of Shares was made pursuant to a registration statement on Form S-3.

Concurrently with the registered offering of shares, the Company issued warrants to purchase 720,000 Shares for an exercise price

of $1.46 per Share.

The issuance of warrants was determined to be exempt from registration under the Securities Act in reliance

with the registered offering of shares, the Company issued warrants to purchase 720,000 Shares for an exercise price of $1.46 per Share.

The issuance of warrants was determined to be exempt from registration under the Securities Act in reliance on Regulation S.

November 2 and November 3, 2020, the Company entered into securities purchase agreements with certain non-U.S.

Persons to sell an aggregate

of 860,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), each convertible into one share

of common stock of Company, upon the terms and subject to the limitations and considerations set forth in the Certificate of Designation

of the Series A Preferred Stock, and warrants (the “Warrants”) to purchase up to 1,032,000 shares of common stock.

price for each share of Series A Preferred Stock and accompanying Warrants was $1.66.

The net proceeds to the Company from this offering

were approximately $1.43 million, not including any proceeds that may be received upon cash exercise of the Warrants.

On November 9,

2020, the Series A Preferred Stock and warrants were issued pursuant to exemption from registration under the Securities Act in reliance

on Regulation S.

December 8, 2020, the Company entered into a Securities Purchase Agreement with certain investors (the “Investors”) pursuant

to which the Company agreed to sell to the Investors in a registered direct offering, an aggregate of 1,560,000 shares of the common

stock of the Company, at a purchase price of $3.10 per Share, for aggregate gross proceeds to the Company of $4,836,000.

also agreed to sell to the Investors warrants to purchase up to an aggregate of 1,170,000 shares of Common Stock at an exercise price

of $3.10 per share (the “Warrants”).

The Warrants shall be initially exercisable beginning on December 11, 2020 and expire

three and a half (3.5) years from the date of issuance.

The exercise price and the number of shares of Common Stock issuable upon exercise

of the Warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result

of future securities offerings at lower prices.

Net proceeds to the Company from the sale of the Shares and the Warrants (such transaction,

the “Offering”), after deducting estimated offering expenses and placement agent fees, were $4.3 million.

The Offering closed

on December 11, 2020.

The offering of the Warrants was made pursuant to an exemption from the registration requirements of Section 5

of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation

D promulgated thereunder.

On January 27, 2021, Sino-Global

Shipping America, Ltd.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with the non-U.S.

investors specified on the signature page thereto (the “Investors”) pursuant to which the Company agreed

to sell to the Investors, and the Investors agreed to purchase from the Company, an aggregate of 1,086,956 shares of common stock, no

par value, (the “Shares”) and warrants (the “Warrant”) to purchase 5,434,780 Shares, for aggregate gross proceeds

to the Company of $4,000,000.

The purchase price for each share of common stock and five warrants is $3.68, and the exercise price per

Warrant is $5.00.

The Warrants shall be initially exercisable beginning on or after July 27, 2021 and expire on January 27, 2026;

however, that the total number of the Company’s issued and outstanding shares of Common Stock, multiplied by the NASDAQ official

closing bid price of the Common Stock shall equal or exceed $300,000,000 for a three consecutive month period prior to an exercise.

transaction closed on January 28, 2021.

The issuance and sale of the Shares and Warrants are exempt from the registration requirements

of the Securities Act pursuant to Regulation S promulgated thereunder.

On February 6, 2021, Sino-Global

Shipping America, Ltd.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with the investors specified on the signature page thereto (the “Investors”) pursuant to which the Company agreed to sell

to the Investors, and the Investors agreed to purchase from the Company, in a registered direct offering, an aggregate of 1,998,500 shares

(the “Shares”) of the common stock of the Company, no par value per share (“Common Stock”), at a purchase price

of $6.805 per Share, for aggregate gross proceeds to the Company of $13,599,792.50.

The Company also agreed to sell to the Investors warrants

to purchase up to an aggregate of 1,998,500 shares of Common Stock at an exercise price of $6.805 per share (the “Warrants”).

The Warrants shall be initially exercisable upon issuance and expire five and a half (5.5) years from the date of issuance.

price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the event of stock

splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices.

The offering of

the Shares is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

333-222098), which

was originally filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2017 and was declared

effective by the Commission on February 16, 2018.

The offering of the Warrants is being made pursuant to an exemption from the registration

requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof

and/or Regulation D promulgated thereunder.

Selected Financial Data

Company is not required to provide the information required by this item because the Company is a smaller reporting company.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

The following discussion

and analysis of our company’s financial condition and results of operations should be read in conjunction with our consolidated

financial statements and the related notes included elsewhere in the report.

This discussion contains forward-looking statements

that involve risks and uncertainties.

Actual results and the timing of selected events could differ materially from those anticipated

in these forward-looking statements as a result of various factors.

Sino-Global has focused

on providing customers with customized shipping agency and freight logistic services but has since begun looking aggressively at

diversifying its revenue and service mix by seeking new growth opportunities to expand its business due to increased margin compression.

These opportunities have ranged from complementary businesses to other service and product initiatives.

With the hope of bringing us back to the shipping management

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

Weijun Qin, CEO of a shipping management

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

(“State Priests”), of which

we hold 90% equity interest.

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

Qin to restructure our equity

interest in State Priests.

Due to State Priests’

failure to timely obtain the necessary approval from related authorities,

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

(“Sea Continent”), another entity he

owns, for 90% equity interest that we hold in State Priests.

Sea Continent already has the International Ship Safety Management

certificate from the China Classification Society for its operations.

To adapt to the changing

China market, which has a high demand for agricultural products and agricultural by-products, one of the Company’s business

strategies is to provide services in connection with the purchase of the U.S agricultural products and the shipment of these products

to China using its overall supply chain logistics.

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

Shanming Liang, a director of Guangxi Jinqiao Industrial Group Co., Ltd., to set up a joint venture in New York named LSM Trading

(“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.

LSM Trading will facilitate the purchase of the agricultural commodities and agricultural

by-products in the U.S.

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

Due to uncertainty in current

trade environment and the impact of novel coronavirus, the Company has not made any investment in the aforementioned joint ventures

and no significant operations has commenced.

The Company has started shipping management services by its US subsidiary through fiscal

The outbreak of the novel

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

The pandemic has

resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in China and United States

for the past few months.

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

Given the rapidly expanding

nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce are concentrated in

China and United States, our business, results of operations, and financial condition have been materially and adversely affected.

Potential impact to our results of operations beyond fiscal year 2020 will also depend on future developments and new information

that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities

to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

The impacts of COVID-19

on our business, financial condition, and results of operations include but are not limited to, the following:

We temporarily closed our Chinese and U.S.

offices and implemented work-from-home policy beginning from late January to March 2020 for our China offices and from March to June 2020 for our U.S.

offices, as required by relevant PRC and U.S.

regulatory authorities, respectively.

Our office closure and limited activity had caused business interruption which led to a slower growth for our operations.

Our customers have been negatively impacted by the outbreak,

which reduced demand for the shipping agency and management as well as freight logistics services in 2020.

As a result, our revenue,

gross profit and net income has been negatively impacted in 2020.

Our revenue and gross profit for the year ended June 30, 2020

were down by approximately 35.2 million or 84.4% and 2.9 million or 50.4%, respectively, and net loss increased by approximately

5.9 million or 84.0% from the same period last year.

customers required additional time to pay us or failed to pay us, which required us to record additional allowances.

currently working with customers to resolve the delinquency issues and made $4,996,006 of allowance for doubtful accounts in

the year ended June 30, 2020.

We wrote off $8,220,754 of accounts receivable in the year ended

June 30, 2020.

We will monitor our collections closely throughout the rest of calendar year 2020.

We prepaid the costs of commodities and recognized as advance

payments on behalf of our customers.

As our customers were negatively impacted by the pandemic and required additional time to

execute existing contracts, they required additional time to pay us.

Due to significant uncertainty on whether the delayed contracts

will be executed timely.

As such, we provided an allowance due to contract delay and recorded allowances of approximately $10.0

We are currently working with customers to resolve the repayment issues and will monitor collection closely.

Our suppliers have been and could continue to be negatively impacted by the COVID-19 outbreak, which may negatively impact our cost of freight, or result in higher cost of revenue, which may in turn materially adversely affect our financial condition and operating results in coming months.

On 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.

Recent developments

After the close of

the stock market on July 7, 2020, we effected a l-for-5 reverse stock split of our common stock in order to satisfy continued

listing requirements of our common stock on the NASDAQ Capital Market.

The reverse stock split was approved by our board of

directors and stockholders and was intended to allow the company to meet the minimum share price requirement of $1.00 per

share for continued listing 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

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

warrants that convert to common stock.

On 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.

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.

Company Structure

The Company, founded in

2001, is a non-asset based global shipping and freight logistics integrated solutions provider.

We provide tailored solutions and

value-added services for our customers to drive efficiency and control in related steps throughout the entire shipping and freight

logistics chain.

We 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.

We operate in four operating

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

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.

Our corporate structure

diagram as of the date of this report is as below:

Results of Operations

Comparison of the Years ended June 30, 2020 and 2019

Revenues decreased by

$35,235,091 or approximately 84.4%, from $41,771,047 for the year ended June 30, 2019 to $6,535,956 for the same period in

The decrease was primarily due to the fact that in certain freight logistics contracts that we entered into with

customers starting from the first quarter of fiscal year 2020, we only acted as an agent and did not control the services

rendered to the customers as we are not the primary responsible party to fulfill the services in order to reduce possible

risks as a result of the uncertainties in current trade environments.

As such our revenues on these contracts are accounted

for on a net basis.

The decrease was also due to the decrease in revenues from inland transportation management services as

our service contracts with customers have expired and there was no new business for this segment.

In addition, as a

result of COVID-19, which caused business interruption staring third quarter of fiscal year 2020 had slowed our revenue

growth than expected across all segments.

The following tables present

summary information by segments mainly regarding the top-line financial results for the years ended June 30, 2020 and 2019:

For the Year Ended June 30, 2020

Agency and Management Services

Inland Transportation Management Services

Container Trucking Services

- Related party

- Third parties

Total revenues

Cost of revenues

Depreciation and amortization

Total capital expenditures

Gross margin%

For the year ended June 30, 2020, gross revenue and gross cost of revenue related to the contracts where we acted as agents amounted to approximately $25.8 million and $24.3 million, respectively.

For the Year Ended June 30, 2019

Agency Services

Inland Transportation Management Services

Container Trucking Services

- Related party

- Third parties

Total revenues

Cost of revenues

Depreciation and amortization

Total capital expenditures

Gross margin%

% Changes For the Year Ended June 30, 2020 to 2019

Agency and Management Services

Inland Transportation Management Services

Container Trucking Services

- Related party

- Third parties

Total revenues

Cost of revenues

Depreciation and amortization

Total capital expenditures

Gross margin%

Disaggregated information of revenues by

geographic locations are as follows:

Total revenues

(1) Shipping Agency and Management Services

For the years ended

June 30, 2020 and 2019, shipping agency and management services generated revenues of $2,105,651 and $2,093,680,

respectively, representing an approximately 0.6% increase in revenues.

The increase in this segment was because we entered

into a general shipping agency service agreement with Mandarine Bulk as the sole general shipping agency and a shipping

management services agreement with Qingdao Lizhou Ship Management Co., Ltd.

for the year ended June 30, 2020.

Our integrated

services included arranging and coordinating ship maintenance and inspection, repairs, and other services.

Continent, our 80% owned joint venture, we expect to perform more services such as ship insurance, crew recruitment, training

and supply and ship spare parts sales.

Our gross margin increased to 60.7% for the year ended June 30, 2020 from 9.5% for the

same period in 2019.

The increase was mainly because we started to provide shipping management service utilizing our

operational staffs in 2020 as compared to the 2019 cost of revenue for shipping agency which included service fees from

subcontractors at a much higher costs.

(2) Revenues from Inland Transportation Management Services

For the years ended June

30, 2020 and 2019, inland transportation management services generated related-party revenue of $0 and $433,383, respectively.

Revenue generated from Tengda Northwest for the years ended June 30, 2020 and 2019 amounted to $0 and $1,036,416, respectively.

The overall decrease in revenues generated from this segment amounted to $1,469,799 or 100.0% due to the expiration of our inland

transportation management service contracts with the aforementioned customers.

We expect limited growth in this segment in the

coming years due to the current trade dynamics.

(3) Revenues from Freight Logistics Services

Freight logistics services

primarily consist of cargo forwarding, brokerage and other freight services.

During the year ended June 30, 2020, revenues decreased

by $33,356,540 or approximately 88.4%.

The decrease was primarily due to the fact that in certain freight logistic contracts that

we entered into with customers starting from the first quarter of fiscal year 2020, we acted as an agent in arranging the relationship

between the customer and the third-party service provider and did not control the services rendered to the customer.

ended June 30, 2020, gross revenue and gross cost of revenue related to these contracts amounted to approximately $25.8 million

and $24.3 million, respectively.

However, as we only acted as an agent, our revenues on these contacts were accounted for on a

Our gross profit margin

increased by approximately 24.9% from approximately 11.1% for year ended June 30, 2019 to approximately 36.0% for the same period

The increase in gross margin was due to the following factors:

1) the aforementioned freight logistic contracts where

we acted as agents usually have lower margins than those where we control the services provided;

2) change in the mix of services

Even with the same customer, every transaction has a unique gross margin due to differing service scopes.

an engagement where we provide a broader set of services generates a higher gross margin, and an engagement of a more limited scope

of services has a lower gross margin.

(4) Revenues from Container Trucking Services

For the years ended June

30, 2020 and 2019, revenues generated from container trucking services were $61,709 and $482,432, respectively.

Overall revenues

from this segment decreased by $420,723 or approximately 87.2%.

The decrease in revenues from this segment was primarily due to

the pending trade negotiations between the U.S.

and China, which decreased container shipments from China to the U.S.

gross profit decreased by $48,592 from $54,987 gross profit for the year ended June 30, 2019 to $6,395 for the same period in 2020.

Gross profit margin for both periods remained relatively consistent.

Operating Costs and Expenses

Operating costs and expenses decreased by $23,467,433 or approximately

49.2%, from $47,741,493 for the year ended June 30, 2019 to $24,274,060 for the year ended June 30, 2020.

This decrease was mainly

due to the decrease in cost of revenue, selling expenses, general and administrative expenses and stock-based compensation as discussed

The following table sets

forth the components of the Company’s costs and expenses for the periods indicated:

For the Years Ended June 30,

Cost of revenues

Selling expenses

General and administrative expenses

Impairment loss of fixed assets and intangible asset

Impairment loss of deposit for leasehold improvement

Provision for doubtful accounts

Stock-based compensation

Total Costs and Expenses

Cost of Revenues

Cost of revenues consisted

primarily of freight costs to various freight carriers, cost of labor, other overhead and sundry costs.

Cost of revenues was $3,678,863

for the year ended June 30, 2020, a decrease of $32,327,647, or approximately 89.8%, as compared to $36,006,510 for the same period

The overall cost of revenues as a percentage of our revenues decreased from approximately 86.2% for the year ended June

30, 2019, to approximately 56.3% for the same period in 2020.

Cost of revenues for freight logistics and container trucking services

consists primarily of freight costs to various freight carriers.

The decrease of costs was mainly due to the aforementioned certain

freight logistic contracts in which only acted as an agent and did not control the services rendered to the customers for the year

ended June 30, 2020.

Selling Expenses

Our selling expenses consisted primarily of salaries and travel

expenses for our sales representatives.

For the year ended June 30, 2020, we had $393,617 of selling expenses, as compared to $718,754

for the same period in 2019, which represents a decrease of $325,137 or approximately 45.2%.

The decrease was mainly due to approximately

$299,000 decrease in business development expenses as limited activities for our selling team under COVID-19.

General and Administrative Expenses

Our general and administrative expenses consist primarily of

salaries and benefits, travel expenses for administration department, software development expenses, office expenses, regulatory

filing and professional service fees including audit, legal and IT consulting.

For the year ended June 30, 2020, we had $3,386,690

of general and administrative expenses, as compared to $4,344,435 for the same period in 2019, representing a decrease of $957,745,

or approximately 22.0%.

The decrease was mainly due to the decrease in IT expenses of approximately $601,000, the decrease in professional

service fees of approximately $131,000 as we incurred less expenses on management consulting and advisory services and the decrease

in travel and office expenses of approximately $497,000 as we incurred less travel and office expenses due to our office closure

and limited activity under COVID-19.

The decrease was offset by the approximately $271,000 increase in depreciation and amortization

Impairment loss of fixed assets and intangible asset

For the year ended June

30, 2020, we recorded $327,632 of impairment loss of fixed assets and intangible asset due to the continued decrease in revenues

generated from the inland transportation management segment.

There was no such transaction for year ended June 30, 2019.

Impairment loss of deposit for leasehold improvement

For the year ended June

30, 2019, we recorded a $425,068 impairment loss on the deposit as we paid a $422,381 deposit for leasehold improvements on our

IT infrastructure facility including upgrading the server room of its Shanghai office.

The design plan for the leasehold improvement

was not approved by the building management due to power supply issues and we planned to move the IT infrastructure facility to

our Ningbo office.

There was no such transaction for year ended June 30, 2020.

Provision for Doubtful Accounts

We made $15,051,209 provision for doubtful accounts and offset

by the recoveries of accounts receivable of $99,366 and other receivable - related party of $41,341 for the year ended June 30,

2020 compared to $3,978,893 with no recovery for the same period in 2019, an increase of $10,931,609, or approximately 274.7%.

This increase of provision for doubtful accounts was mainly because the recent outbreak of COVID-19 has adversely affected our

customers’

business operations, which in turn adversely affected our ability to collect accounts receivable and other receivables

from our customers.

Stock-based Compensation

Stock-based compensation

was $1,576,756 for the year ended June 30, 2020, a decrease of $691,077 or approximately 30.5%, as compared to $2,267,833 for the

same period in 2019.

Stock-based compensation decreased significantly from the year ended June 30, 2019 to the same period in 2020

due to less stock award was granted as a result of the decline in revenue as well as lower average stock prices in the year ended

June 30, 2020 compared to the same period of the prior year.

Operating Loss

We had an operating loss of $17,738,104 for the year ended June

30, 2020, compared to an operating loss of $5,970,446 for the same period in 2019.

Such change was the result of the combination

of the changes discussed above.

We recorded an income tax

expense of $186,021 for the year ended June 30, 2020, compared to income tax expense of $920,869 for the same period in 2019.

the year ended June 30, 2020, income tax decreased by $734,848 or approximately 79.8%, as compare to the same period in 2019 due

to the decrease in taxable income, mainly in the Company’s PRC entity conducting freight logistic services.

We have incurred a

cumulative U.S.

federal net operating loss (“NOL”) of approximately $3,781,000 as of June 30, 2019, which may

reduce future federal taxable income.

The NOL generated prior to the year ended June 30, 2017 amounted to approximately

$1,400,000 will expire in 2037 and the remaining balance carried forward indefinitely.

During the year ended June 30, 2020,

approximately $2,675,000 of additional NOL was generated and the tax benefit derived from such NOL was approximately

Our operations in China

have incurred a cumulative a cumulative NOL of approximately $5,828,000 as of June 30, 2019, which may reduce future taxable income.

The NOL amounted to approximately $281,000 start expiring from 2021 and the remaining balance of NOL will be expired by 2025.

the year ended June 30, 2020, approximately $133,000 of additional NOL was generated and the tax benefit derived from such NOL

was approximately $33,000.

We periodically evaluates

the likelihood of the realization of deferred tax assets, and reduces the carrying amount of the deferred tax assets by a valuation

allowance to the extent it believes a portion will not be realized.

Management considers new evidence, both positive and negative,

that could affect our future realization of deferred tax assets including its recent cumulative earnings experience, expectation

of future income, the carry forward periods available for tax reporting purposes and other relevant factors.

We determined that

it is more likely than not our deferred tax assets could not be realized due to uncertainty on future earnings as a result of the

deterioration of trade negotiation between the U.S.

We provided a 100% allowance for its deferred tax assets as of June

The net increase in valuation for the year ended June 30, 2020 amounted to approximately $3,861,000 based on management’s

reassessment of the amount of our deferred tax assets that are more likely than not to be realized.

As a result of the foregoing, we had a net loss of $17,928,647

for the year ended June 30, 2020, compared to $7,012,113 for the same period in 2019.

After the deduction of non-controlling interest,

net loss attributable to the Company was $16,452,894 for the year ended June 30, 2020, compared to $6,533,844 for the same period

Comprehensive loss attributable to the Company was $16,943,111 for the year ended June 30, 2020, compared to $6,932,543

for the same period in 2019.

Liquidity and Capital Resources

Cash Flows and Working Capital

As of June 30, 2020,

we had $131,182 in cash (cash on hand and cash in bank).

We held approximately 22.8% of our cash in banks located in US, Australia and Hong Kong and held

approximately 77.2% of our cash in banks located in the PRC.

As of June 30, 2020, we

had the following loans outstanding:

Interest rate

June 30, 2020

Small business administration loan

Paycheck protection program loan

The following table

sets forth a summary of our cash flows for the periods as indicated:

For the Years Ended

Net cash used in operating activities

$ (3,896,534 )

$ (4,273,067 )

Net cash used in investing activities

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash

Net decrease in cash

$ (3,011,468 )

$ (3,955,609 )

Cash at the beginning of year

Cash at the end of year

The following table sets forth a summary of

our working capital:

Total Current Assets

$ (14,031,843 )

Total Current Liabilities

Working Capital (Deficit)

$ (3,895,546 )

$ (14,601,475 )

Current Ratio

In assessing the

liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments.

Our liquidity needs

are to meet our working capital requirements, operating expenses and capital expenditure obligations.

As of June 30, 2020,

our working capital deficit was approximately $3.9 million and we had cash of approximately $0.1 million.

We plan to fund

continuing operations through identifying new prospective joint venture partners and strategic alliance opportunities for new

revenue sources, and by reducing costs to improve profitability and replenish working capital.

We believe our ability to

repay our current obligations will depend on the future realization of our current assets and the future operating revenues

generated from our operations.

We expect to realize the

balance of our current assets within the normal operating cycle of a twelve month period.

If we are unable to realize our current

assets within the normal operating cycle of a twelve month period, we may have to consider supplementing our available sources

of funds through the following sources:

we will continuously seek equity financing to support our working

On November 13, 2019, we entered into a Share Purchase Agreement with Shanming Liang, director of Guangxi Jinqiao Industrial

Group Co., Ltd., to purchase 200,000 shares of the our common stock at a purchase price of $5.00 per share for aggregate proceeds

of $1.0 million.

We received gross proceeds of $940,131 for fiscal year 2020.

From July to September 2020, we received remaining

proceeds of $59,869.

The full amount of subscription receivable have been paid off.

On September 17, 2020, we entered into certain securities purchase

agreement with certain non-U.S.

Persons to purchase 720,000 Shares at a per share purchase price of $1.46 for aggregate proceeds

of approximately $1.05 million.

On September 21 and September 22, 2020, we received total gross proceeds of approximately $1.05

other available sources of financing from small business administration, PRC banks and other financial institutions;

financial support and credit guarantee commitments from our shareholders and directors.

Based on the above

considerations, we are of the opinion that we will not have sufficient funds to meet our working capital requirements and

current liabilities as they become due one year from the date of this report.

Additionally, there is no assurance we will be

successful in our plans.

There are a number of factors that could potentially arise that could undermine our plans, such as

changes in PRC government policy, economic conditions, and competitive pricing in the industries that we operate in.

Our management has considered whether there is substantial doubt

about its ability to continue as a going concern due to 1) our recurring losses from operations, including approximately $16.5

million net loss attributable to our stockholders for the year ended June 30, 2020, 2) accumulated deficit of approximately $23.4

million as of June 30, 2020 and 3) has negative operating cash flows of approximately $3.9 million for the year ended June 30,

All of these factors raised substantial doubt about the ability of us to continue as a going concern.

Operating Activities

net cash used in operating activities was approximately $3.9 million for the year ended June 30, 2020 compared to net cash used

in operating activities of approximately $4.3 million for the same period in 2019.

The operating cash outflow for the year ended

June 30, 2020 was primarily attributable to our net loss of approximately $17.9 million, of which approximately $1.6 million of

stock compensation expense, approximately $0.3 million of impairment loss of fixed assets, approximately $0.4 million of depreciation

and amortization expenses of fixed assets and intangible asset and approximately $14.9 million for provision of doubtful accounts

were non-cash expenses.

We had an increase in other receivables of approximately $5.8 million as we prepaid certain costs of commodities

on behalf of our customers offset by a decrease of approximately $1.1 million in accounts receivable, approximately $0.4 million

of notes receivable and approximately $0.4 million of due from related parties as a result of collections made during the year.

Our net cash used in operating

activities was approximately $4.3 million for the year ended June 30, 2019.

The increase in operating cash outflow is primarily

attributable to our net loss of approximately $7.0 million, of which approximately $2.3 million of stock compensation expense and

approximately $4.0 million for provision of doubtful accounts were non-cash expenses.

We had an increase of approximately $2.6

million in accounts receivable due to increase in sales, an increase of approximately $2.9 million in long-term deposits, an increase

in advances to third party suppliers of approximately $3.7 million offset by the decrease in advances to related party supplier

as we collected a reimbursement of approximately $3.3 million from Zhiyuan Hong Kong, and a decrease in prepaid expenses and other

current assets of approximately $1.4 million, which mainly consisted of software development costs and other related consulting

fees incurred during the year ended June 30, 2019, and a decrease of approximately $1.4 million due from related parties.

Investing Activities

Net cash used in investing

activities was $1,358 for the year ended June 30, 2020, mainly for the purchase of computer equipment and making office leasehold

improvement of $6,984.

The cash outflow was offset by proceeds from disposal of vehicle of $5,626.

Net cash used in investing

activities was approximately $0.1 million for the year ended June 30, 2019, mainly for the purchase of a motor vehicle.

Financing Activities

Net cash provided by financing

activities was approximately $1.2 million for the year ended June 30, due to cash proceeds received from issuance of common stock

to a private investor for approximately $0.9 million and approximately $0.3 million from SBA and PPP loans.

Net cash provided by financing

activities was approximately $0.9 million for the year ended June 30, 2019 due to cash proceeds received from issuance of common

stock to a private investor.

Critical Accounting Policies

The preparation of

financial statements in conformity with accounting principles generally accepted in the United States requires our management to

make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures

of commitments and contingencies, if any.

We have identified certain accounting policies that are significant to the preparation

of our financial statements.

These accounting policies are important for an understanding of our financial condition and results

of operation.

Critical accounting policies are those that are most important to the portrayal of our financial conditions and results

of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make estimates

about the effect of matters that are inherently uncertain and may change in subsequent periods.

Certain accounting estimates are

particularly sensitive because of their significance to financial statements and because of the possibility that future events

affecting the estimate may differ significantly from management's current judgments.

While our significant accounting policies

are more fully described in Note 2 to our consolidated financial statements included elsewhere in this report, we believe the following

critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

Basis of Presentation

The accompanying consolidated

financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America

(“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

consolidated financial statements include the accounts of us and include the assets, liabilities, revenues and expenses of the

subsidiaries and VIEs.

All intercompany transactions and balances have been eliminated in consolidation.

Sino-Global Shipping

Agency Ltd., a PRC corporation (“Sino-China”), is considered a variable interest entity (“VIE”), with us

as the primary beneficiary.

We, through Trans Pacific Shipping Ltd., entered into certain agreements with Sino-China, pursuant

to which we receive 90% of Sino-China’s net income.

As a VIE, Sino-China’s

revenues are included in our total revenues, and any income/loss from operations is consolidated with that of us.

Because of contractual

arrangements between us and Sino-China, we have a pecuniary interest in Sino-China that requires consolidation of the financial

statements of us and Sino-China.

We have consolidated

Sino-China’s operating results in accordance with Accounting Standards Codification (“ASC”) 810-10, “Consolidation”.

The agency relationship between us and Sino-China and its branches is governed by a series of contractual arrangements pursuant

to which we have substantial control over Sino-China.

Management makes ongoing reassessments of whether we remain the primary beneficiary

of Sino-China.

Use of Estimates and Assumptions

The preparation of

consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial

statements and the reported amounts of revenues and expenses during the reporting periods.

Estimates are adjusted to reflect actual

experience when necessary.

Significant accounting estimates reflected in the our consolidated financial statements include revenue

recognition, fair value of stock based compensation, cost of revenues, allowance for doubtful accounts, impairment loss, deferred

income taxes, income tax expense and the useful lives of property and equipment.

The inputs into our judgments and estimates consider

the economic implications of COVID-19 on our critical and significant accounting estimates.

Since the use of estimates is an integral

component of the financial reporting process, actual results could differ from those estimates.

Revenue Recognition

We recognize revenue

which represents the transfer of goods and services to customers in an amount that reflects the consideration to which we expect

to be entitled in such exchange.

We identified 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.

Our revenue streams are recognized

at a point in time.

We use a five-step

model to recognize revenue from customer contracts.

The five-step model requires that we (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) we satisfy the performance obligation.

We continue to derive revenues from sales contracts with customers with revenues being recognized upon performance of services.

Persuasive evidence

of an arrangement is demonstrated via sales contract and invoice;

and the sales price to the customer is fixed upon acceptance

of the sales contract and there is no separate sales rebate, discount, or other incentive.

Our revenues are recognized at

a point in time after all performance obligations are satisfied.

record receivables related to revenue when we have an unconditional right to invoice and receive payment.

Deferred revenue consists

primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized.

Because we and our

subsidiaries and Sino-China were incorporated in different jurisdictions, they file separate income tax returns.

We use the asset

and liability method of accounting for income taxes in accordance with U.S.

Deferred taxes, if any, are recognized for the

future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in

the consolidated financial statements.

A valuation allowance is provided against deferred tax assets if it is more likely than

not that the asset will not be utilized in the future.

We recognize the tax

benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination

by the taxing authorities, based on the technical merits of the position.

We recognize interest and penalties, if any, related

to unrecognized tax benefits as income tax expense.

We had no uncertain tax positions as of June 30, 2020 and 2019.

Income tax returns

for the years prior to 2016 are no longer subject to examination by U.S.

tax authorities.

PRC Enterprise Income Tax

PRC enterprise income

tax is calculated based on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”)

Sino-China and Trans Pacific are registered in PRC and governed by the Enterprise Income Tax Laws of the PRC.

PRC Value Added Taxes and Surcharges

We are subject to value

added tax (“VAT”).

Revenue from services provided by the our PRC subsidiaries and affiliates, including Sino-China

and Trans Pacific are subject to VAT at rates ranging from 9% to 13%.

Entities that are VAT general taxpayers are allowed to offset

qualified VAT paid to suppliers against their VAT liability.

Net VAT liability is recorded in taxes payable on the consolidated

balance sheets.

In addition, under

the PRC regulations, our PRC subsidiaries and affiliates are required to pay the city construction tax (7%) and education surcharges

(3%) based on the net VAT payments.

We prepare our consolidated

financial statements in accordance with U.S.

These accounting principles require us to make judgments, estimates and assumptions

on the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses

during each fiscal period.

We continually evaluate these judgments and estimates based on our own historical experience, knowledge

and assessment of current business and other conditions, our expectations regarding the future based on available information and

assumptions that we believe to be reasonable.

Recent Accounting Pronouncements

Pronouncements adopted

Effective July 1,

2019, we adopted ASU 2016-02, “Leases”

(Topic 842), and elected the practical expedients that does not require us to

(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.

For lease terms of twelve months or fewer, a lessee is

permitted to make an accounting policy election not to recognize lease assets and liabilities.

We also adopted the practical expedient

that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

We recognized lease liabilities

of approximately $0.3 million, with corresponding ROU assets of approximately the same amount based on the present value of the

future minimum rental payments of leases, using a weighted average discount rate of 8.98%.

On July 1, 2019,

we adopted ASU 2018-07 where awards to nonemployees are measured by estimating the fair value of the equity instruments to be issued.

The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services

to be used or consumed in a grantor’s own operations by issuing share-based payment awards which superseded ASU 505-50.

ASU is required to be applied on a prospective basis to all new awards granted after the date of adoption.

We adopted this ASU

on July 1, 2019 and the adoption has no significant impact to our consolidated financial statements as a whole.

Pronouncements not yet adopted

In August 2018, the

FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements

for Fair Value Measurement”

(“ASU 2018-13”).

ASU 2018-13 removes, modifies and adds certain disclosure requirements

in Topic 820 “Fair Value Measurement”.

ASU 2018-13 eliminates certain disclosures related to transfers and the valuations

process, modifies disclosures for investments that are valued based on net asset value, clarifies the measurement uncertainty disclosure,

and requires additional disclosures for Level 3 fair value measurements.

ASU 2018-13 is effective for the Company for annual and

interim reporting periods beginning July 1, 2020.

We do not believe the adoption of this ASU will have a material effect on our

consolidated financial statements.

In May 2019, the FASB

issued ASU 2019-05, which is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit

losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in

Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit

losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments—

Credit Losses—Available-for-Sale Debt Securities.

The amendments in this ASU address those stakeholders’

providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost

For those entities, the targeted transition relief will increase comparability of financial statement information by providing

an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may

reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users

with decision-useful information.

In November 2019, the FASB issued ASU No.

2019-10, which to update the effective date of ASU

2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses

The new effective date for these preparers is for fiscal years beginning after July 1, 2023, including interim periods

within those fiscal years.

The Company has not early adopted this update and it will become effective on July 1, 2023 assuming

the Company will remain eligible to be smaller reporting company.

We are currently evaluating the impact of this new standard on

our consolidated financial statements and related disclosures.

We are currently evaluating the impact of this new standard on our

consolidated financial statements and related disclosures.

2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

The amendments

in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending

existing guidance.

ASU 2019-12 is effective for the Company for annual and interim reporting periods beginning July 1, 2021.

adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for

which financial statements have not yet been issued.

An entity that elects to early adopt the amendments in an interim period

should reflect any adjustments as of the beginning of the annual period that includes that interim period.

Additionally, an entity

that elects early adoption must adopt all the amendments in the same period.

We are currently evaluating the impact of this new

standard on our consolidated financial statements and related disclosures.

Quantitative and Qualitative Disclosures about Market Risk.

Financial Statements and Supplementary Data.

Company’s financial statements and the related notes, together with the report of Friedman LLP, are set forth following

the signature pages of this Report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 5. Market for Registrant’s Common Equity