What changed in this filing

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Item 9A. Controls and Procedures

2023-03-06 compared with 2021-09-29 · 2051 added, 1526 removed, 352 unchanged (91% of the section changed)

Controls and Procedures

Annual Report on Internal Control over Financial Reporting

Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined

in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended.

The Company’s internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial

reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

Company’s assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its

management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

As of June 30, 2021, the Company carried out an evaluation, under the

supervision of and with the participation of its management, including the Company’s Chief Executive Officer and Acting Chief Financial

Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

Based on the foregoing

evaluation, Chief Executive Officer and Acting Chief Financial Officer concluded that the Company’s disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective to ensure that the information required to be disclosed

by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time

periods specified in the applicable rules and forms due to ineffective internal controls over financial reporting that stemmed from the

Disclosure Controls and Procedures

As of June 30, 2022, the Company

carried out an evaluation, under the supervision of and with the participation of its management, including the Company’s Chief

Operating Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

the foregoing evaluation, the Chief Operating Officer concluded that the Company’s disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective to ensure that the information required to be disclosed by

the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time

periods specified in the applicable rules and forms due to ineffective internal controls over financial reporting as more fully described

Management’s Annual Report on Internal

Control over Financial Reporting

The Company’s management

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under

the Securities and Exchange Act of 1934, as amended.

The Company’s internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those

policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management conducted an assessment

of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control

– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

the Company’s assessment, management has concluded that its internal control over financial reporting was not effective due to the

following material weaknesses for the year ended and as of June 30, 2022:

of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within

the consolidation, lack of supervision, coordination and communication of financial information between different entities within

of a full time U.S.

GAAP personnel in the accounting department to monitor the recording of the transactions;

of resources with technical competency to address, review and record non-routine or complex transactions under U.S.

of management control reviews of the budget against actual with analysis of the variance with a precision that can be explained through

the analysis of the accounts.

material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual

or interim financial statements will not be prevented or detected on a timely basis.

order to remediate the material weaknesses stated above, we intend to explore implementing additional policies and procedures, which

additional accounting staff to report the internal financial timely;

other material and non-routine transactions to the Board and obtain proper approval;

additional qualified professionals with appropriate levels of U.S.

GAAP knowledge and experience to assist in resolving accounting

issues in non-routine or complex transactions;

internal audit function, internal control policies and monitoring controls including but not limit to the review and supervision

of common stock issuance procedures;

and conducting U.S.

GAAP knowledge, SEC reporting and internal control training to senior executives, management personnel, accounting

departments and the IT staff, so that management and key personnel understand the requirements and elements of internal control over

financial reporting mandated by the U.S.

Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the consolidation, lack of supervision, coordination and communication of financial information between different entities within the Group;

Lack of a full time U.S.

GAAP personnel in the accounting department to monitor the recording of the transactions which led to error in revenue recognition

in previously issued financial statements;

Lack of resources with technical competency to address, review and record non-routine or complex transactions under U.S.

Lack of management control reviews of the budget against actual with

analysis of the variance with a precision that can be explained through the analysis of the accounts;

Lack of proper procedures in identifying and recording related party

transactions which led to restatement of previously issued financial statements (See Note 1 of the accompanying consolidated financial

statement footnotes);

● Lack of proper procedures to maintain supporting documents for accounting

● Lack of proper oversight for the Company’s

cash disbursement process that led to misuse of the Company funds by its former executive.

A material weakness is a deficiency,

or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

In order to remediate the

material weaknesses stated above, we intend to implement the following measures, policies and procedures:

Hiring additional accounting staff to report the internal financial timely;

Hiring of CEO and CFO to properly set up the Company’s internal

control and oversight process;

Reporting other material and non-routine transactions to the Board and obtain proper approval;

Recruiting additional qualified professionals with appropriate levels of U.S.

GAAP knowledge and experience to assist in resolving accounting issues in non-routine or complex transactions;

Developing and conducting U.S.

GAAP knowledge, SEC reporting and internal control training to senior executives, management personnel, accounting departments and the IT staff, so that management and key personnel understand the requirements and elements of internal control over financial reporting mandated by the U.S.

securities laws;

up budgets and developing expectations based on understanding of the business operations, compare the actual results with the expectations

periodically and document the reasons of the fluctuations with further analysis.

This should be done by CFO and reviewed by CEO,

communicated with the Board.

in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting

that occurred during the year ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Setting up budgets and developing expectations based on understanding

of the business operations, compare the actual results with the expectations periodically and document the reasons for the fluctuations

with further analysis.

This should be done by CFO and reviewed by CEO upon their communications with the Board;

Strengthening our corporate governance;

Setting up policies and procedures for the Company’s related

party identification to properly identify, record and disclose related party transactions;

Setting up proper procedures for the Company’s fund disbursement

process to ensure that cash is disbursed only upon proper authorization, for valid business purposes, and that all disbursements are properly

Changes in Internal Control over Financial

There has been no change in

our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate Governance.

Executive Officer and Director

Cao is our Chief Executive Officer and a Director.

Cao founded our company in 2001 and has been the Chief Executive Officer since

Cao has been Chief Executive officer of our company since its formation.

Prior to founding our company, Mr.

Chief Representative of Wagenborg-Lagenduk Scheepvaart BV, Holland, from 1992 to 1993, Director of the Penavico-Beijing’s shipping

agency from 1987 through 1992, and a seaman for Cosco-Hong Kong from 1984 through 1987.

Cao received his EMBA degree in 2009 from

Shanghai Jiao Tong University.

Cao was chosen as a director because he is the founder of our company and we believe his knowledge

of our company and years of experience in our industry give him the ability to guide our Company as a director.

Wang currently serves as Chief Economist to China Minsheng Banking Corp., Ltd.

and has held this position since December 2002.

was a Chinese Project Advisor for the World Bank from 1990 until 1994.

From 1998 through 2000, Mr.

Wang was the vice director of Tianjin

Security and Futures Supervision Office, in charge of initial public offerings and listing companies.

Wang is an independent director

for Tianjin Binhai Energy & Development Co.

Ltd., (Shenzhen Stock Exchange:

Tianjin Marine Shipping Co., Ltd.

Stock Exchange:

600751), and ReneSola Company (London Stock Exchange:

Wang received a Bachelor degree in Economics from Tianjin

University of Finance and Economics.

The Board believes that Mr.

Wang’s economics background and experience working with public

companies qualify him to serve a director of the Company.

Liu currently serves as the vice president in charge of accounting and finance to China Sun-Trust Group Ltd.

and has held this position

Liu was a financial controller for Huaxing Group Ltd from 1998 to 2001.

From 1996 through 1998, he was the chief accountant

of China Enterprise Consulting Co., Ltd.

Before working in industry, Dr.

Liu taught accounting and finance in a university for more than

ten years and has published dozens of books and articles.

Liu is a CPA in China.

He received a PhD, master’s and bachelor’s

degrees from Tianjin University of Finance and Economics.

Liu has been chosen to serve as a director because of his accounting and

business knowledge and experience in working with small and medium-sized companies.

Huang is presently Vice President of SOS Information Technology New York, Inc.

Prior to that, Ms.

Huang had been Vice President for China

Commercial Credit, Inc.

from November 2016 to July 2020, President of Shenzhen Yi Le Gou Mobile Internet Co., Ltd since February 2014

and a Consultant till present, Vice President of Shenzhen Hang Lu Technology Co., Ltd from March 2009 to February 2014 and Channel Manager

from August 2007 to March 2009.

Huang holds a Bachelor’s degree in Business Management from Hunan Normal University.

was chosen as a director because of her management skills with companies.

Huang has been our Vice President – Operations since January 28, 2021 and a Class I director since 2015.

Prior to that, Mr.

had been our Chief Operating Officer since 2010.

Prior to 2010, he served as Director of Sino-Global Shipping Australia, for which he

was responsible for regional operations, marketing and regulation oversight.

From 2006 through 2010, Mr.

Huang served as our Company’s

Vice President, with duties focused on company operation and strategy, international shipping and marketing.

From 2004 through 2006,

Huang served as our Company’s Operations Manager, and from 2002 through 2004, he served as an operator with our Company.

Huang obtained his degree in English from Guangxi University in 1999.

Chief Financial Officer

Pan is our Acting Chief Financial Officer and a seasoned Certified Public Accountant licensed in Australia.

Since 2008, Ms.

Pan has overseen

the finance and accounting functions of Sino-Global Shipping Australia Pty Ltd.

Pan received her bachelor’s degree in Accounting

and Finance and a master’s degree in Advance Accounting from the Curtin University of Technology in Western Australia.

2007 to July 2008, Ms.

Pan worked as an auditor and project manager of Baker Tilly China Ltd., and participated in various projects from

e-Future Information Technology Inc., TMC Education Corporation Ltd, to China Ministry of Commerce, among others.

Operating Officer

Shan has been our Chief Operating Officer since her appointment on August 5, 2021.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive Officers

and Corporate Governance.

Positions Held

Chief Operating Officer

Non-executive Vice Chairman of the Board

Shan has been our Chief

Operating Officer since her appointment in August 2021.

From July 2019 to July 2021, Ms.

Shan was a financial

representative at Northwestern Mutual.

Prior to that, she was a COO and PR specialist at LineMony Inc.

from December 2016 to July 2019.

Shan was a financial service professional at

Northwestern Mutual, an insurance company.

Prior to that, she was the COO at LineMoney Inc., a financial technology company, from December

2016 to July 2019.

From August 2016 to December 2016, she was an analyst at Wall Street IPO Consultation Inc.

Technology Officer

You has more than twenty years of experience in semiconductors and intelligent hardware, cryptocurrency mining server design and ecology.

From 2011 to 2020, Mr.

You was the Chief Executive Officer of Shenzhen Rayshine Technology and Shenzhen Ethermicro Technology, two companies

focused in the cryptocurrency industry.

You has assisted with the development and establishment of Bitmain’s factory in Shenzhen,

and his businesses have been strategic suppliers of Bitmain.

in Certain Legal Proceedings

the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic

violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted

in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or

state securities laws, or a finding of any violation of federal or state securities or commodities laws, any laws respecting financial

institutions or insurance companies, any law or regulation prohibiting mail or wire fraud in connection with any business entity or been

subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization,

except for matters that were dismissed without sanction or settlement.

None of our directors, director nominees or executive officers

has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required

to be disclosed pursuant to the rules and regulations of the Commission.

Leadership Structure

Lei Cao currently holds both the positions of Chief Executive Officer and Chairman of the Board.

These two positions have not been consolidated

into one position;

Cao simply holds both positions at this time.

The Board of Directors believes that Mr.

Cao’s service as

both Chief Executive Officer and Chairman of the Board is in the best interests of the Company and its shareholders.

Cao possesses

detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and is thus best positioned

to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters.

His combined role

enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy

clearly and consistently to the Company’s shareholders, employees, customers and suppliers.

do not have a lead independent director because we believe our independent directors are encouraged to freely voice their opinions on

a relatively small company board.

We believe this leadership structure is appropriate because we are a smaller reporting company;

such, we deem it appropriate to be able to benefit from the guidance of Mr.

Cao as both our Chief Executive Officer and Chairman of the

Board of Directors plays a significant role in our risk oversight.

The Board of Directors makes all relevant Company decisions.

it is important for us to have our Chief Executive Officer serve on the Board as he plays a key role in the risk oversight of the Company.

As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all

of our directors in risk oversight matters.

16(a) Beneficial Ownership Reporting Compliance (Regulation S-K Item 405)

16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered

class of our equity securities, file reports of ownership and changes in ownership with the SEC.

Executive officers, directors and greater-than-ten

percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.

Based solely on our review

of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the

relevant filing requirements, we believe that, during the year ended June 30, 2020, all of our executive officers, directors and greater-than-ten

percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative errors, the following forms

were filed late:

Pan filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Nie filed a Form 4 on August 20, 2021 to report transactions that occurred on August 13, 2021.

Liu filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Huang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Shan received a Master

of Science in Public Relations and Corporate Communication from New York University and a Bachelor’s degree in Landscape Architecture

from Beijing Forestry University.

Wang has been our director since 2021.

Wang has served as the Senior Manager of Charles Schwab Corporation, an investment management and financial services company, since October

From July 2006 to October 2020, Mr.

Wang served as a Consultant for TD Ameritrade Inc, a financial services company.

From November

2017 to July 2018, he served as the Director at Longfin Corp., a financial technology consulting and service firm.

Wang received

a Master’s degree in Computer Information Science from the New Jersey Institute of Technology in July 1991, and he received a Bachelor’s

degree in Computer Science from Fudan University in Shanghai, PRC in July 1990.

Wang has been selected to serve as our director because

of his expertise in financial technology.

Liu has been our director

Since 2001, he has served as the vice president in charge of accounting and finance to China Sun-Trust Group Ltd., a state-owned

investment company in China.

Liu was a financial controller for Huaxing Group Ltd, a state-owned material trading company in China,

from 1998 to 2001.

From 1996 through 1998, he was the chief accountant of China Enterprise Consulting Co., Ltd., a state-owned investment

consulting company in China.

Before working in the finance and accounting industry, Dr.

Liu taught accounting and finance in a university

for more than ten years and has published dozens of books and articles.

He received a PhD, master’s and bachelor’s degrees

in accounting from Tianjin University of Finance and Economics.

Liu has been chosen to serve as a director because of his accounting

and business knowledge and experience in working with small and medium-sized companies.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our current directors or executive

officer has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any

judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person

from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal

or state securities or commodities laws, any laws respecting financial institutions or insurance companies, any law or regulation prohibiting

mail or wire fraud in connection with any business entity or been subject to any disciplinary sanctions or orders imposed by a stock,

commodities or derivatives exchange or other self-regulatory organization, except for matters that were dismissed without sanction or

Board Diversity Matrix

Pursuant to the Nasdaq’s

Board Diversity Rules, below is the Company’s board diversity matrix outlining diversity statistics regarding our Board.

Diversity Matrix as of March 3, 2023

Total Number of Directors

Gender Identity

Demographic Background

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires that our executive officers and directors, and persons who own more than ten percent of our common stock, file reports of

ownership and changes in ownership with the SEC.

Executive officers, directors and greater-than-ten percent stockholders are required

by SEC regulations to furnish us with all Section 16(a) forms they file.

Based solely on our review of the copies of the forms received

by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe

that, during the year ended June 30, 2022, all of our executive officers, directors and greater-than-ten percent stockholders complied

with all Section 16(a) filing requirements, except that, due to administrative errors, the following forms were filed late:

Qiu Shi filed a Form 4 on February 25, 2022 to report transactions that occurred on February 9, 2022.

Jing Shan filed a Form 4 on February 16, 2022 to report transactions that occurred on February 9, 2022.

Lei Nie filed a Form 4 on August 20, 2021 to report transactions that occurred on August 13, 2021.

Tieliang Liu filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Zhikang Huang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Wang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Cao filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Company has adopted a Code of Ethics and has filed a copy of the Code of Ethics with the Commission.

A copy of the Code of Ethics is

also available from the Company’s website (www.sino-global.com) or directly at the following link:

https://s25.q4cdn.com/592081264/files/doc_governance/Code-of-Business-Conduct-and-Ethics.pdf.

S-K Item 407(c)(3)

S-K Item 407(d)(4) and (5)

Company has an audit committee, consisting solely of the Company’s independent directors, Tieliang Liu, Jing Wang and Xiaohuan

Huang, and Jing Shang.

Liu qualifies as the audit committee financial expert.

The Company’s audit committee charter is available

on the Company’s website (www.sino-global.com) or directly at the following link:

https://s25.q4cdn.com/592081264/files/doc_governance/Audit-Committee-Charter.pdf.

Xiaohuan Huang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Tuo Pan filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Lei Cao filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Jing Wang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

Code of Ethics

We have adopted a code of business conduct and ethics that applies

to all of our employees, officers and directors, including those officers responsible for financial reporting.

The code of business conduct

and ethics is available at our website at www.singularity.us .

We expect that any amendments to the code, or any waivers of its

requirement, will be disclosed on our website.

Committees of the Board of Directors

Our Board has three standing

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The composition and function

of each committee are described below.

Audit Committee

The Audit Committee consists of Tieliang Liu and Heng Wang, who are

each independent.

Liu chairs the Audit Committee and qualifies as the audit committee financial expert.

Our Audit Committee has adopted

a written charter, and a copy of this charter is posted on the Company’s website, at www.singularity.us .

charter, our Audit Committee is authorized to:

prepare and publish an annual Committee report as required by the SEC to be included in the Company’s annual proxy statement;

discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other matters required to be reviewed under applicable legal, regulatory, professional or NASDAQ requirements;

discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management’s response;

discuss with management the Company’s risk assessment and risk management policies, including the Company’s major financial risk exposure and steps taken by management to monitor and mitigate such exposure;

review the Company’s financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions affecting the Company’s financial statements, including alternatives to, and the rationale for, the decisions made;

review and approve the internal corporate audit staff functions, including:

(i) purpose, authority and organizational reporting lines;

(ii) annual audit plans, budget and staffing;

and (iii) concurrence in the appointment, termination, compensation and rotation of the audit staff;

review, with such members of management as the Committee deems appropriate, the Company’s internal system of audit and financial controls and the results of internal audits;

obtain and review at least annually a formal written report from the

independent auditor delineating:

the auditing firms internal quality-control procedures;

any material issues raised within the preceding

five years by the auditing firms internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry

or investigation relating to any audit conducted by the firm.

The Committee will also review steps taken by the auditing firm to address

any findings in any of the foregoing reviews.

Also, in order to assess auditor independence, the Committee will review at least annually

all relationships between the independent auditor and the Company;

set policies for the hiring of employees or former employees of the Company’s independent auditor and, at least annually, evaluate the qualifications, performance and independence of the independent auditors, including an evaluation of the lead audit partner;

and to assure the regular rotation of the lead audit partner at our independent auditors and consider regular rotation of the accounting firm serving as our independent auditors;

review and investigate any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct as required in the policies of the Company.

This should include regular reviews of the compliance processes in general.

In connection with these reviews, the Committee will meet, as deemed appropriate, with the general counsel and other Company officers or employees;

retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion;

review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval and assume additional responsibilities and take additional actions as may be delegated to it by the Board;

establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters;

conduct any investigation appropriate to fulfilling its responsibilities contained in this charter, communicate directly with the independent audit firm and any employee of the Company, and conduct its activities in accordance with the policies and principles contained in the Company’s Corporate Governance Principles.

The Compensation Committee has two members who are independent directors,

including Heng Wang and Tieliang Liu.

Our Compensation Committee has adopted a written charter, and a copy of this charter is posted

on our website, at www.singularity.us .

Our Compensation Committee is authorized to:

review and determine the compensation arrangements for management;

establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

review and determine our stock incentive and purchase plans;

oversee the evaluation of the board of directors and management;

review the independence of any compensation advisers.

Nominating and

Corporate Governance Committee

Nominating and Corporate Governance Committee has two members that are independent directors, Heng Wang and Tieliang Liu.

Heng Wang serves

as the chair of the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee has adopted a written

charter, and a copy of this charter is posted on our website, at www.singularity.us.

The functions of our Governance Committee,

among other things, include:

identifying individuals qualified to become board members

and recommending directors;

nominating board members for committee membership;

developing and recommending to our board corporate

governance guidelines;

reviewing and determining the compensation arrangements

for directors;

overseeing the evaluation of our Board and its committees

and management.

Committee Interlocks and Insider Participation

of the members of our Compensation Committee, at any time, has been one of our officers or employees, or, during the last fiscal year,

was a participant in a related-party transaction that is required to be disclosed.

None of our executive officers currently serves, or

in the past year has served, as a member of our Board or Compensation Committee of any entity that has one or more executive officers

on our Board or Compensation Committee.

Executive Compensation.

The following table shows

the annual compensation paid by us to Mr.

Lei Cao, our Chief Executive Officer (Principal Executive Officer), Ms.

Tuo Pan, our Acting

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Mr.

Zhikang Huang, our Vice President, for

the years ended June 30, 2021 and 2020.

Chief Executive Officer

(Principal Executive Officer)

Acting Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

following table shows the annual compensation paid by us to Mr.

Lei Cao, our former Chief Executive Officer and Chairman, Ms.

our former Chief Executive Officer and director, Ms.

Tuo Pan, our former Chief Financial Officer, Mr.

Zhikang Huang, our former Vice

President, and Mr.

Jing Shan, our Chief Operating Officer for the years ended June 30, 2022 and 2021.

based Compensation

other Compensation

Executive Officer (1)(6)

Chief Financial Officer (2)(7)

Zhikang Huang,

Vice President and Director (3)(8)

(1) According

to the Employment Agreement dated January 1, 2019, Mr.

Cao’s annual salary shall be

$260,000, effective January 1, 2019.

(2) According

Operating Officer (4)

Former Chief Executive Officer

and director (9)

According to the Employment

Agreement dated January 1, 2019, Mr.

Cao’s annual salary was $260,000, effective January 1, 2019.

According to the Employment

Agreement dated November 1, 2021, Mr.

Cao’s annual salary was $500,000, effective November 1, 2021.

to the Employment Agreement dated January 1, 2019, Ms.

Pan’s annual salary shall be

$100,000, effective January 1, 2019.

(3) According

to the Employment Agreement dated January 1, 2019, Mr.

Huang’s annual salary shall

be $150,000, effective January 1, 2019.

Pan’s annual salary was $100,000, effective

January 1, 2019.

According to the Employment Agreement dated November 1, 2021, Ms.

salary was $400,000, effective November 1, 2021.

According to the Employment

Agreement dated January 1, 2019, Mr.

Huang’s annual salary was $150,000, effective January 1, 2019.

According to the Employment Agreement dated August 5, 2021, Ms.

Shan’s annual salary was $120,000, effective August 5, 2021.

According to the Employment Agreement dated February 8, 2022, Ms.

Shan’s annual salary was $200,000, effective February 8, 2022 and was raised to $250,000 since August 15, 2022.

Pursuant to the cancellation agreement entered into on December 28, 2022, Ms.

Shan agreed to return to the Company for cancellation 100,000 shares of common stock of the Company granted to her for her services as an officer of the Company.

The shares are being cancelled.

Pursuant to the cancellation agreement entered into on December 19, 2022, Mr.

Jie agreed to return to the Company for cancellation 300,000 shares of common stock of the Company granted to him for his services as an officer of the Company.

The shares have been cancelled.

November 1, 2021, Mr.

Cao, retired from his position as the Company’s Chief Executive Officer.

Cao resigned from the Board on January 9, 2023.

Pursuant to the separation agreement entered

into on January 9, 2023, Mr.

Cao agreed to forfeit and return to the Company for cancellation 600,000

shares of common stock of the Company granted to him on August 13, 2021 under the terms of the 2014

Equity Incentive Plan of the Company.

The shares are being cancelled.

On August 31, 2022, Ms.

Pan was terminated for cause as an employee and Chief Financial Officer of the Company and from any other position at any subsidiary

of the Company to which she has been appointed.

Pan was terminated for cause in accordance with the terms of her Employment Agreement

dated November 9, 2021 and did not receive any salary or benefits from the Company except those earned through August 31, 2022.

On November 1, 2021, Mr.

Huang resigned from his position as a member of the Board of the Company.

On August 9, 2022, Mr.

Jie resigned as Chief Executive Officer and director, following the Board’s decision on August 8, 2022, which adopted the Special

Committee’s recommendation that Mr.

Jie be suspended immediately.

Equity Awards of Named Executive Officers at Fiscal Year-End

As of June 30, 2021, we had

four named executive officers, Mr.

Lei Cao, our Chief Executive Officer, Ms.

Tuo Pan, our Chief Financial Officer, Ms.

Jing Shan, our

Chief Operating Officer, and Mr.

Xintang You, our Chief Technology Officer.

On August 13, 2021, the Board of Directors and the Compensation Committee

of the Board approved a one-time award of a total of 1,020,000 shares of the common stock from the shares reserved under the Company’s

2014 Stock Incentive Plan (the “Plan”) to the officers, including Chief Executive Officer, Lei Cao, Acting Chief Financial

Officer, Tuo Pan, and the following members of the Board for their valuable contributions to the Company in fiscal 2021:

Zhikang Huang,

Jing Wang, Xiaohuan Huang and Tieliang Liu, effective August 13, 2021.

made the following stock grants under the Plan:

(i) Chief Executive Officer, Lei Cao, a one-time stock award grant of 600,000 shares,

(ii) acting Chief Financial Officer, Tuo Pan, a one-time stock award grant of 200,000 shares, (iii) Board member, Zhikang Huang, a one-time

stock award grant of 160,000 shares, (iv) Board member, Jing Wang, a one-time stock award grant of 20,000 shares, (v) Board member, Xiaohuan

Huang, a one-time stock award grant of 20,000 shares, and (vi) Board member, Tieliang Liu, a one-time stock award grant of 20,000 shares.

unexercisable

Executive Officer

Chief Financial Officer

Operating Officer

Technology Officer

Company has made stock awards to executive officers.

The details are shown as Item 12.

Director Compensation

for the year ended June 30, 2021 (1)

The table below sets forth the compensation received by our directors in the year ended June 30, 2022.

Fees earned or

Xiaohuan Huang (2)

Junfeng Xu (3)

table does not include Mr.

Lei Cao, our Chief Executive Officer, because although Mr.

Cao is a director and named executive officer,

Cao’s compensation is fully reflected in the Summary Compensation Table.

This table does not include Mr.

Zhikang Huang, our Vice President, because although Mr.

Huang is a director and

named executive officer, Mr.

Huang’s compensation is fully reflected in the Summary Compensation Table.

Huang joined the Board of Directors on October 19, 2020.

Xu resigned from the Board of Directors on October 19, 2020.

Agreements with the Company’s Named Executive Officers

Sino-China has employment

agreements with each of Mr.

Tuo Pan, Xintang You, Lie Nie, Zhikang Huang, and Jing Shan.

The employment agreements for Mr.

Lei Cao and Ms.

Tuo Pan provide for five-year terms that extend automatically for one-year period(s) in the absence of termination provided

at least 60 days prior to the anniversary date of the agreement.

If we fail to provide this notice or if we wish to terminate an employment

agreement in the absence of cause, then we are obligated to provide at least 30 days’ prior notice.

In such case during the initial

term of the agreement, we would need to pay such executive (i) the remaining salary through December 31, 2023, (ii) two times of the then

applicable annual salary if there has been no Change in Control, as defined in the employment agreements or three-and-half times of the

then applicable annual salary if there is a Change in Control.

The employment agreements

for Xintang You and Lie Nie provide for five-year terms that extend automatically in the absence of termination provided at least 30 days

prior to the anniversary date of the agreement.

The employment agreement for Zhikang Huang provides for a five-year term that extends

automatically for one-year period in the absence of notice of non-renewal provided at least 60 days prior to the anniversary date of the

The employment agreement for Jing Shan provides for a four-year term that extend automatically in the absence of termination

provided at least 30 days prior to the anniversary date of the agreement.

are, however, permitted to terminate an employee for cause without penalty to our company, where the employee has committed a crime or

the employee’s actions or inactions have resulted in a material adverse effect to us.

Jing Wang (5)

This table does not include

Lei Cao, our former Chief Executive Officer and former director, Mr.

Zhikang Huang, our former director and Vice President, and

Yang Jie, our former Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation Table.

Represents compensation

Wang for their services as Chairman and member of the Special Committee, respectively, for May and June,

On February 23, 2023, Mr.

John Levy resigned as a director of the Board and member of the Audit Committee, Nominating and Corporate Governance Committee

and the Compensation Committee.

November 1, 2021, Ms.

Huang resigned as a director.

November 18, 2021, Mr.

Wang resigned as a director.

Employment Agreements

Company has an employment agreement with Jing Shan, our Chief Operating Officer.

The employment agreement began on February 8, 2022 and

will terminate on August 4, 2024.

The term shall automatically be extended for a one-year period in the absence of notice of non-renewal

provided at least 30 days prior to the anniversary date of the employment agreement.

Under the terms of the employment agreement, Ms.

Shan will receive a base salary of $200,000 per year.

Her performance and salary are subject to review at any time, and any increases

in her salary that our Board may determine, shall be made on a basis consistent with the standard practices of our Company.

15, 2022, the Board approved an increase of Ms.

Shan’s annual salary from $200,000 to $250,000 and a cash bonus of $50,000 upon

conclusion of the investigation of the Special Committee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

below table reflects, as of June 30, 2021, the number of shares of common stock authorized by our shareholders to be issued (directly

or by way of issuance of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees

and consultants.

available for

Equity compensation

plans under the 2008 Incentive Plan approved by security holders

Equity compensation plans

under the 2014 Incentive Plan approved by security holders

Equity compensation plans

under the 2021 Incentive Plan approved by security holders

Equity compensation plans

not approved by security holders

to our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares

of our common stock.

The 2,000 outstanding options disclosed in the above table are taken

from the 2008 Incentive Plan.

Pursuant to our 2014 Incentive Plan, we are authorized to issue,

in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable

for common stock.

We have granted options to purchase an aggregate of 30,000 shares of common

stock under the 2014 Incentive Plan in July 2016, among which, options to purchase 15,000

shares of common stock have been exercised.

In addition, we have issued, in the aggregate,

120,000 shares of common stock to consultants to our Company in 2014, 132,000 shares of common

stock to our officers and directors in 2016, 132,000 shares of common stock to our officers

and directors in 2018, 26,000 to three employees in 2017 and 316,000 shares of common stock

to employees in 2018 under the 2014 Incentive Plan.

On September 2021, the board granted 1,020,000 shares of common stock to our officers and directors under the

2014 Incentive Plan.

Accordingly, we may issue options to

purchase 47,781 shares under the 2008 Incentive Plan, and we may issue 110,000 and 10,000,000 shares of

common stock or other securities convertible or exercisable for common stock under the 2014

Incentive Plan and the 2021 Incentive plan respectively.

following table sets forth certain information regarding our shares of common stock beneficially owned as of September 28, 2021, for (i)

each stockholder known to be the beneficial owner of 5% or more of the Company’s outstanding shares of common stock, (ii) each

named executive officer and director, and (iii) all executive officers and directors as a group.

A person is considered to beneficially

own any shares:

Security Ownership

of Certain Beneficial Owners and Management

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 3, 2023, for (i) each

named executive officer and director, and (ii) all executive officers and directors as a group.

As of March 3, 2023, there was no stockholder

known to be the beneficial owner of 5% or more of our outstanding shares of common stock.

A person is considered to beneficially own

(i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which

2 unchanged sentences

is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

Lei Cao (1)(2)

Zhikang Huang (1)

Jing Wang (1)(3)

Liu Tieliang (1)(4)

Xiaohuan Huang

Total Officers

and Directors (6 individuals)

individual’s address is c/o Sino-Global Shipping America, Ltd., 1044 Northern Boulevard,

Roslyn, New York 11576-1514.

Cao has received options to purchase 36,000 shares of the Company’s common stock, all

of which underlying shares are reflected in this table because they have fully vested.

Wang has received options to purchase 10,000 shares of the Company’s common stock,

all of which underlying shares are reflected in this table because they have fully vested.

Liu has received options to purchase 10,000 shares of the Company’s common stock, 8,000

of which have fully vested.

In the table below, percentage

ownership is based on 21,944,333 shares of our common stock issued and outstanding as of March 3, 2023.

and Address of Beneficial Owner (1)

Percentage of

All directors and executive

officers as a group (three individuals)

Less than 1%.

The individual’s

address is c/o Singularity Future Technology, Ltd., 98 Cutter Mill Road, Suite 311, Great Neck, New York 11021.

Securities Authorized for Issuance to Our Officers,

Directors, Employees and Consultants under Equity Compensation Plans

The below table reflects, as

of June 30, 2022, the number of shares of common stock authorized by our stockholders to be issued (directly or by way of issuance of

securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees and consultants.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans under the 2008 Incentive Plan approved by security holders

Equity compensation plans under the 2014 Incentive Plan approved by security holders

Equity compensation plans under the 2021 Incentive Plan approved by security holders

9,800,000 (1)

Equity compensation plans not approved by security holders

Pursuant to our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares of our common stock.

The 2,000 outstanding options disclosed in the above table are taken from the 2008 Incentive Plan.

Pursuant to our 2014 Incentive Plan, we are authorized to issue, in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable for common stock.

We have granted options to purchase an aggregate of 30,000 shares of common stock under the 2014 Incentive Plan in July 2016, among which, options to purchase 15,000 shares of common stock have been exercised.

In addition, we have issued, in the aggregate, 120,000 shares of common stock to consultants to our Company in 2014, 132,000 shares of common stock to our officers and directors in 2016, 132,000 shares of common stock to our officers and directors in 2018, 26,000 to three employees in 2017 and 316,000 shares of common stock to employees in 2018 under the 2014 Incentive Plan.

On September 2021, the board granted 1,020,000 shares of common stock to our officers and directors under the 2014 Incentive Plan.

Accordingly, we may issue options to purchase 47,781 shares under the 2008 Incentive Plan, and we may issue 110,000 and 10,000,000 shares of common stock or other securities convertible or exercisable for common stock under the 2014 Incentive Plan and the 2021 Incentive plan respectively.

Pursuant to certain agreements, the 600,000 shares issued to Lei Cao under the 2014 Incentive Plan, and the 300,000 and 100,000 shares issued to Yang Jie and Jing Shan, respectively, under the 2021 Incentive Plan, were canceled or being canceled.

Certain Relationships and Related Transactions, and Director Independence.

Board of Directors maintains a majority of independent directors who are deemed to be independent under the definition of independence

provided by NASDAQ Stock Market Rule 4200(a)(15).

Other than as described herein, no transactions required to be disclosed under Item

404 of Regulation S-K have occurred since the beginning of the Company’s last fiscal year.

June 2013, the Company signed a five-year global logistic service agreement with Tianjin Zhiyuan Investment Group Co., Ltd.

(the “Zhiyuan

Investment Group”) and TEWOO Chemical & Light Industry Zhiyuan Trade Co., Ltd.

Related Transactions

Set forth below

are our transactions with related persons for the years ended June 30, 2022 and 2021.

Advance to Related Party Suppliers

The Company’s

advances to suppliers – related party are as follows:

Bitcoin mining hardware and other equipment

Total Advances to suppliers-related party

(1) On January 10, 2022, the Company’s

joint venture, Thor Miner, entered into a Purchase Agreement with HighSharp.

Pursuant to the Purchase Agreement, Thor Miner agreed to

purchase certain crypto mining equipment.

In January and April 2022, Thor Miner made a total prepayment of $35,406,649 for the order.

Miner also entered into a PSA with SOSNY for the purchase of $200,000,000 in crypto mining rigs and received deposit form SOSNY in the

amount of $48,930,000.

Company shipped crypto mining machines worth $1,325,520 to SOSNY for the year ended June 30, 2022 and $6,153,546 from July to December

Due to production issues from HighSharp, Thor Miner was not able to timely deliver the full quantity of crypto mining

machines to SOSNY pursuant to the PSA and was sued by SOSNY for breach of contract on December 9, 2022.

The Company entered

into a settlement agreement SOSNY effective on December 28, 2022, under which the Company repaid $13.0 million to SOSNY and terminated

the PSA and balance of the deposits.

The Company also assigned to SOSNY the right for the deposit that Thor Miner has paid to HighSharp.

As of December 22, 2023, the balance of advance to HighSharp and deposit from SOSNY amounted to $27,927,583 and $40,560,569, respectively.

Thor Miner paid $13.0 million on December 23, 2022 to SOSNY which was received by SOSNY on December 28, 2023 and wrote off the balance of the deposit it received from SOSNY and the balance of its payment to HighSharp resulting in net bad debt expenses of $367,014.

Related Party, Net

of June 30, 2022 and June 30, 2021, the outstanding amounts due from related parties consist of the following:

Tianjin Zhiyuan Investment Group Co., Ltd.

Zhejiang Jinbang Fuel Energy Co., Ltd (2)

Shanghai Baoyin Industrial Co., Ltd (3)

LSM Trading Ltd (4)

Rich Trading Co.

allowance for doubtful accounts

In June 2013, the Company signed a five-year global logistic service

agreement with Tianjin Zhiyuan Investment Group Co., Ltd.

(“Zhiyuan Investment Group”) and TEWOO Chemical& Light

Industry Zhiyuan Trade Co., Ltd.

(together with Zhiyuan Investment Group, “Zhiyuan”).

Zhiyuan Investment Group is owned by Mr.

Zhang, a large shareholder of the Company.

In September 2013, the Company executed an inland

transportation management service contract with Zhiyuan Investment Group whereby it would provide certain advisory services and help

control potential commodities loss during the transportation process.

The amount due from Zhiyuan Investment Group as of June 30, 2019

was $484,331 as the Company generated revenue from providing inland transportation management services to Zhiyuan.

As of June 30, 2019,

the Company provided a 10% allowance for doubtful accounts of the amount due from Zhiyuan.

The Company entered into a supplemental service

agreement with Zhiyuan to extend the service period to September 1, 2019.

No additional agreements have been entered into to extend such

service period as of the date of this report.

As of June 30, 2021, the Company

had payable to the CEO of $10,303 and to the Acting CFO of $2,314, both of which were included in other payable.

These payments were made

on behalf of the Company for the daily business operational activities.

Principal Accountant Fees and Services.

October 26, 2020, Audit Alliance LLP (“Audit Alliance”) was appointed as the Company’s independent registered public

accounting firm, and the Company’s previous independent auditors, Friedman LLP (“Friedman”), on the same date.

the fiscal year ended June 30, 2020 and through October 26, 2020, there had been (i) no disagreements between the registrant and Friedman

on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,

if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter of the disagreement

in its reports on the registrant’s financial statements for such periods, and (ii) no adverse opinions, qualifications, disagreements

or reportable events within the meaning set forth in Item 304(a)(1)(ii), (iv) or (v) of Regulation S-K.

was appointed by the Company to serve as its independent registered public accounting firm for fiscal year ended June 30, 2020.

Audit services provided by Friedman for fiscal year of 2020 included the examination of the consolidated financial statements of the

and services related to periodic filings made with the Commission.

In addition, Friedman provided review services relating

to the Company’s quarterly reports.

During fiscal year of 2021, Audit

Alliance’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included

in periodic reports were $225,000.

fiscal year of 2020, Friedman LLP’s fees for the annual audit of our financial statements and the quarterly reviews of the financial

statements included in periodic reports were $254,000.

Audit-Related

Tax fees paid to Rich and Bander

LLP related to tax return preparation amounted to $25,000 during fiscal year of 2020.

fees paid to Friedman related to tax return preparation amounted to $24,779 during fiscal year of 2020.

Committee Pre-Approval Policies

Before Audit Alliance LLP was engaged by the Company to render audit

or non-audit services, the engagement was approved by the Company’s audit committee.

All services rendered by Audit Alliance LLP

have been so approved.

Zhiyuan Investment Group is owned

Zhong Zhang, a former stockholder of the Company.

In September 2013, the Company executed an inland transportation management

service contract with the Zhiyuan Investment Group whereby it would provide certain advisory services and help control potential

commodities loss during the transportation process.

Starting in late 2020, Mr.

Zhang started selling off his shares of the Company

and did not own shares of the Company as of June 30, 2021 and was no longer a related party.

Management’s reassessed the collectability

and decided to provide full allowance for doubtful accounts as of June 30, 2021.

The Company wrote off the balance in the first quarter

of fiscal year 2022.

During third fiscal quarter of 2021, the Company advanced

$477,278 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr.

Wang Qinggang, CEO

and legal representative of Trans Pacific Shanghai and Zhejiang Jinbang returned $39,356 for the year ended June 30, 2021.

is non-interest bearing and due on demand.

There has been no change in the balance other than changes as a result of changes in exchange

The Company provided allowance of $415,412 for the year ended June 30, 2022.

July to December 2021, the Company advanced approximately $1.6 million to Shanghai Baoyin which is 30% owned by Wang Qinggang, CEO

and legal representative of Trans Pacific Shanghai.

Shanghai Baoyin repaid approximately $0.3 million in December 2022.

is non-interest bearing and due on demand.

The Company provided allowance of $1,306,004 for the year ended June 30, 2022.

The Company advanced $570,000 to LSM Trading Ltd, which is 40% owned by the Company for the year ended June 30, 2022.

The advance is non-interest bearing and due on demand.

The Company provided allowance of $570,000 for the year ended June 30, 2022.

On November 16, 2021, the Company entered into a project cooperation

agreement with Rich Trading Co.

Ltd USA (“Rich Trading”) for the trading of computer equipment.

Rich Trading’s bank

account was controlled by now-terminated members of the Company’s management and was, at the time,

an undisclosed related party.

According to the agreement, the Company was to invest $4.5 million in the trading business operates by Rich

Trading and the Company would be entitled to 90% of profit generated by the trading business.

The Company advanced $3,300,000 for this

$3,200,000 has been returned to the Company.

The Company provided allowance of $100,000 for the year ended June 30, 2022.

As of June 30, 2022, the Company also paid for expenses of Rich Trading for $3,424 and provided full allowance for the advance.

(6) The amount represents advance for business expenses to Mr.

Cao Lei, former Chairman of the Board.

The Company provided allowance of $54,860 for the year ended June 30, 2022.

Business expenses

incurred by Cao Lei amounted to $66,842 and $120,934 for the years ended June 30, 2022 and 2021.

Loan Receivable- Related Parties (Restated)

As of June 30, 2022 and June

30, 2021, the outstanding loan receivable from related parties consists of the following:

Wang Qinggang (1)

(1) On June 10, 2021, the

Company entered into a loan agreement with Wang Qinggang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

is non-interest bearing for loan amount up to $630,805 (RMB 4 million).

In February 2022, Wang Qinggang, borrowed

and repaid $232,340 of the loan amount.

In June 2022, additional $552,285 (RMB 3,700,000) was loaned to Wang Qinggang with due

date of June 7, 2024.

The outstanding loan was fully repaid in December 2022.

Other Payable – Related Party

of June 30, 2021, the Company had payable to former Chief Executive Officer of $11,303 and to the acting Chief Financial Officer

of $2,516 which were included in other current liabilities.

These payments were made on behalf of the Company for the daily

business operational activities.

Revenue - Related Party

the year ended June 30, 2022, revenue from related party, Zhejiang Jinbang , amounted

There was no related party revenue for the year ended June 30, 2021.

Director Independence

Our Board has determined that

each of Messrs.

Tieliang Liu and Heng Wang is an “independent director” as defined by the applicable SEC rules and Nasdaq

Listing Rules.

Principal Accountant Fees and

During the fiscal year of 2022,

Audit Alliance’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included

in our periodic reports were $458,000.

During the fiscal year of 2021,

Audit Alliance’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included

in our periodic reports were $325,000.

Audit-Related Fees

All Other Fees

Audit Committee Pre-Approval Policies

Before Audit Alliance LLP

was engaged by the Company to render audit or non-audit services, the engagement was approved by the Company’s audit committee.

All services rendered by Audit Alliance LLP have been preapproved by the Company’s audit committee.

Exhibits, Financial Statement Schedules.

Articles of Incorporation of Sino-Global Shipping America, Ltd.

Articles of Amendment to the Amended and Restated Articles of Incorporation of Sino-Global Shipping America, Ltd.

Bylaws of Sino-Global Shipping America, Ltd.

Specimen Certificate for Common Stock (3)

Form of Series A Warrant to purchase Common Stock dated March 12, 2018.

Form of Series B Warrant to purchase Common Stock dated March 12, 2018.

Form of Common Stock Purchase Warrant dated September 17, 2020.

of Incorporation of Singularity Future Technology, Ltd.

of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd.

Bylaws of Singularity Future Technology, Ltd.

Certificate for Common Stock (4)

of Series A Warrant to purchase Common Stock dated March 12, 2018 (5)

of Series B Warrant to purchase Common Stock dated March 12, 2018 (6)

of Common Stock Purchase Warrant dated September 2020 (7)

of Warrant to purchase Common Stock (8)

Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China.

Exclusive Marketing Agreement by and between Trans Pacific and Sino-China.

Proxy Agreement by and among Lei Cao, Mingwei Zhang, the Company and Sino-China.

Equity Interest Pledge Agreement by and among Trans Pacific, Lei Cao and Mingwei Zhang.

Exclusive Equity Interest Purchase Agreement by and among the Company, Lei Cao, Mingwei Zhang and Sino-China.

First Amended and Restated Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China.

First Amended and Restated Exclusive Marketing Agreement by and between Trans Pacific and Sino-China.

The Company’s 2008 Stock Incentive Plan.

The Company’s 2014 Stock Incentive Plan.

Securities Purchase Agreement dated March 12, 2018.

Placement Agent Agreement dated March 12, 2018.

Employment Agreement by and between Mr.

Lei Cao and Sino-Global Shipping America, Ltd., dated January 1, 2019.

Employment Agreement by and between Ms.

Tuo Pan and Sino-Global Shipping America, Ltd., dated January 1, 2019.

Agreement by and between Mr.

Lei Nie and Sino-Global Shipping America, Ltd., dated as of January 28, 2021 (12)

Agreement by and between Mr.

Xintang You and Sino-Global Shipping America, Ltd., dated as of January 28, 2021 (12)

of Warrant, dated December 14, 2021 (9)

Agreement by and between Ms.

Jing Shan and Sino-Global Shipping America, Ltd., dated as of August 5, 2021 (10)

Agreement dated February 5, 2021.

Purchase Agreement dated February 6, 2021 (8)

Purchase Agreement dated February 9, 2021 (9)

and Entrusted Management Agreement by and between Sino-Global Shipping America, Ltd.

and Hebei Yanghuai Technology Co., Ltd.

March 3, 2021 (11)

Employment Agreement by and between Mr.

Zhikang Huang and Sino-Global Shipping America, Ltd., dated January 1, 2019.

The Company’s 2021 Stock Incentive Plan (13)

Code of Ethics of the Company.

Company’s 2021 Stock Incentive Plan (11)

Alliance Agreement by and between Shenzhen HighSharp Electronic Ltd.

And the Company, dated October 3, 2021 (12)

Letter by and between Mr.

Heng Wang and the Company, dated as of November 1, 2021 (13)

of Warrant, dated as of December 2021 (14)

of Securities Purchase Agreement, dated as of December 2021 (15)

of Senior Convertible Note, dated as of December 2021 (16)

of Warrant Purchase Agreement, dated as of January 2022 (17)

and Sale Agreement by and between Thor Miner, Inc.

and the Company, dated January 10, 2022 (18)

Agreement by and between Ms.

Jing Shan and the Company, dated February 8, 2022 (19)

of Amended and Restated Senior Convertible Note, dated as of March 2022 (20)

Venture Agreement by and between Golden Mainland Inc.

and the Company, dated April 10, 2022 (21)

Form of Settlement Agreement by and between SOS Information Technology New York, Inc.

and Thor Miner, Inc., the Company, Lei Cao, Yang Jie, John F.

Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (22)

Separation Agreement by and between the Company and Lei Cao, dated as of January 9, 2023 (23)

Agreement by and between Sino-Global Shipping America, Ltd.

and Maxim Group LLC, dated as of February 5, 2021 (24)

Form of Services Agreement

by and between the Company and Chongqing Iron & Steel Ltd *

of Ethics of the Company (25)

List of subsidiaries of the Company*

Consent of Friedman LLP.*

Consent of Audit Alliance LLP*

Certification of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

Certification of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

Certifications of CEO pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of CFO pursuant to 18 U.S.C.

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934*

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Inline XBRL Instance Document.

XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise

subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of

1933, as amended or the Exchange Act.

(1) Incorporated

by reference to the Company’s Current Report on Form 8-K filed on January 27, 2014.

(2) Incorporated

by reference to the Company’s Current Report on Form 8-K filed on July 6, 2020.

(3) Incorporated

by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)*

* Filed herewith.

** Furnished herewith.

Incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2014.

Incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

Incorporated herein by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

333-150858 and 333-148611.

(4) Incorporated

by reference to the Company’s Current Report on Form 8-K filed on March 12, 2018

(5) Incorporated

by reference to the Company’s Current Report on Form 8-K filed on September 18, 2020.

(6) Incorporated

by reference to the Company’s Form S-8 filed on April 23, 2014.

(7) Incorporated

by reference to the Company’s Current Report on Form 8-K filed on January 7, 2019.

Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 8, 2021.

Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 10, 2021.

Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 9, 2021.

Incorporated by reference to the Company’s Current Report on Form 10-Q filed on May 13, 2021.

Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 29, 2021.

Incorporated by reference to the Company’s Registration Statement on Form S-8, Registration No.

accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

SHIPPING AMERICA, LTD.

September 28, 2021

Executive Officer

Executive Officer)

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Executive Officer & Chairman of the Board

Executive Officer)

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Operating Officer

Xiaohuan Huang

Zhikang Huang

President and Director

T12LL1223B GST Reg

(65) 6227 5428

20 Maxwell Road, #11-09, Maxwell House, Singapore 069113

www.allianceaudit.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Sino-Global Shipping

America, Ltd.

Incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 12, 2018.

Incorporated herein by reference to exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 12, 2018.

Incorporated herein by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 18, 2020.

Incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on Form 8-K filed on February 8, 2021.

Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 14, 2021.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2021.

Incorporated by reference to exhibit 99.2 to the Company’s Form S-8 filed on August 27, 2021.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2021.

Incorporated by reference to exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 1, 2021.

Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 14, 2021.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2021.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2021.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 6, 2022.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2022.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 8, 2022.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2022.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2022.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 5, 2023.

Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2023.

Incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 8, 2021.

Incorporated by reference to exhibit 14.1 to the Company’s Annual Report on Form 10-KSB filed on September 29, 2008 (File No.

Form 10-K Summary.

We have elected not to include a summary pursuant

to this Item 16.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

SINGULARITY FUTURE TECHNOLOGY, LTD.

March 6, 2023

/s/ Jing Shan

Chief Operating Officer

(Principal Executive Officer and Chief Accounting and

Financial Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

March 6, 2023

/s/ Heng Wang

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated balance sheets as of June 30, 2022 and 2021

Consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2022 and 2021

Consolidated statements of shareholders’ equity

Consolidated statements of cash flows for the years ended June 30, 2022 and 2021

Notes to consolidated financial statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders

of Singularity Future Technology Ltd.

(formerly know as “Sino-Global Shipping America, Ltd.”)

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Sino-Global Shipping America, Ltd.

and its subsidiaries (collectively, the “Company”) as of June 30, 2021,

the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended,

and the related notes to the consolidated financial statements and schedule (collectively, the financial statements).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021, and the

results of its operations and its cash flows for the year ended June 30, 2021, in conformity with accounting principles generally accepted

in the United States of America.

balance sheets of Singularity Future Technology Ltd.

(formerly known as “Sino-Global Shipping America, Ltd.”) and its subsidiaries

(collectively, the “Company”) as of June 30, 2022 and 2021, the related consolidated statements of income, comprehensive income,

shareholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements and

schedule (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for the years

ended June 30, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph on Correction of a Misstatement

As discussed in Note 1 to the consolidated financial

statements, the 2021 consolidated financial statements have been restated to correct a misstatement.

Basis for Opinion

4 unchanged sentences

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Very truly yours,

/s/ Audit Alliance LLP

We have served as the Company’s auditor since October 28, 2020

September 28, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders

Sino-Global Shipping America, Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheets of Sino-Global Shipping America, Ltd.

and Affiliates (collectively, the “Company”) as of June 30, 2020 and 2019, and

the related consolidated statements of operations and comprehensive loss, changes in equity (deficiency) and cash flows for each

of the years in the two-year period ended June 30, 2020, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of

the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period

ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Consideration of the Company’s Ability to

Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company had incurred significant working capital deficiency, recurring losses from operations and accumulated deficit at June 30,

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans

in regards to these matters are also described in Note 2.

These financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

If the Company is unable to successfully obtain the necessary additional financial support as

specified in Note 2, there could be a material adverse effect on the Company.

/s/ Friedman LLP

We have served as the Company’s auditor since

New York, New York

October 13, 2020

SHIPPING AMERICA, LTD.

AND AFFILIATES

BALANCE SHEETS

We have served as the Company’s

auditor since October 28, 2020

March 6, 2023

AUDIT ALLIANCE LLP ( 3487 )

Headquarters Address:

No 10 Anson Road,

#20-16, International Plaza,

Singapore 079903

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Current assets

3 unchanged sentences

Advances to suppliers - third parties

Advances to suppliers - related party

Prepaid expenses and other current assets

3 unchanged sentences

Right-of-use assets

Intangible assets, net

Other long-term assets - deposits

Loan receivable related parties

Liabilities and Equity

Investment in unconsolidated entity

Current Liabilities

Deferred revenue

Refund payable

Accounts payable

Accounts payable – related party

Lease liabilities - current

5 unchanged sentences

Loan payable-noncurrent

Convertible notes

Total liabilities

Commitments and Contingencies

Equity (Deficiency)

Preferred stock, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2022 and June 30, 2021, respectively

Common stock, 50,000,000 shares authorized, no par value;

15,132,113 and 3,718,788 shares issued and outstanding as of June 30, 2021 and 2020, respectively*

22,244,333 and 15,132,113 shares issued and outstanding as of June 30, 2022 and June 30,2021, respectively

Additional paid-in capital

Subscription receivable

Accumulated deficit

1 unchanged sentence

( 34,321,762 )

Accumulated other comprehensive loss

( 1,084,030 )

Total Sino-Global Shipping America Ltd.

Stockholders’ Equity

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity attributable to controlling shareholders of the Company

Non-controlling Interest

1 unchanged sentence

( 7,415,631 )

Total Equity (Deficiency)

Total Liabilities and Equity (Deficiency)

* Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split on July 7, 2020.

accompanying notes are an integral part of these audited consolidated financial statements.

SHIPPING AMERICA, LTD.

AND AFFILIATES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended

Total Liabilities and Equity

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

For the Years

Cost of revenues

5 unchanged sentences

( 5,605,670 )

Impairment loss of fixed assets and intangible asset

Recovery (provision) for doubtful accounts, net

Impairment loss of cryptocurrencies

Impairment loss of fixed assets and intangible assets

( 1,006,305 )

Provision for doubtful accounts, net

( 1,613,504 )

( 4,208,638 )

Stock-based compensation

6 unchanged sentences

( 10,790,806 )

Loss from disposal of subsidiary and VIE

( 6,131,616 )

Other expenses, net

5 unchanged sentences

( 11,302,853 )

Net income (loss) attributable to non-controlling interest

( 1,475,753 )

Net loss attributable to Sino-Global Shipping America, Ltd.

Net loss attributable to non-controlling interest

Net loss attributable to controlling shareholders of the Company.

$ ( 28,257,830 )

3 unchanged sentences

$ ( 11,302,853 )

Other comprehensive loss - foreign currency

Other comprehensive income (loss) - foreign currency

Comprehensive loss

2 unchanged sentences

Comprehensive loss attributable to non-controlling interest

( 1,368,739 )

Comprehensive loss attributable to Sino-Global Shipping America, Ltd.

Comprehensive loss attributable to controlling shareholders of the Company.

$ ( 27,482,995 )

4 unchanged sentences

Basic and diluted

* Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split on July 7, 2020.

accompanying notes are an integral part of these audited consolidated financial statements.

SHIPPING AMERICA, LTD.

AND AFFILIATES

STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY)

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF CHANGES IN EQUITY

comprehensive

Noncontrolling

BALANCE, June 30, 2019

$ ( 417,538 )

June 30, 2020

$ ( 23,421,594 )

1 unchanged sentence

$ ( 6,542,361 )

Stock based compensation to employee

Stock based compensation to consultants

Amortization of shares issued

to consultants

Issuance of common stock to private

Cancellation of treasury stock

Foreign currency translation

$ ( 357,900 )

of preferred stock to private investor

of common stock to private investor

of preferred stock into common stock

( 1,427,600 )

of stock warrants

currency translation

( 10,900,168 )

BALANCE, June 30, 2020

( 11,302,853 )

June 30, 2021(Restated)

$ ( 34,321,762 )

$ ( 729,096 )

Issuance of preferred stock to

private investor

Issuance of common stock to private

Conversion of preferred stock

into common stock

$ ( 7,415,631 )

of common stock to private placement

of common stock to private investors

based compensation to employee

based compensation to consultants

exercise of stock warrants

Foreign currency translation

( 7,948,000 )

BALANCE, June 30, 2021

of VIE and subsidiaries

currency translation

( 28,257,830 )

( 28,928,369 )

June 30, 2022

$ ( 62,579,592 )

* Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split on July 7, 2020.

accompanying notes are an integral part of these audited consolidated financial statements.

SHIPPING AMERICA, LTD.

AND AFFILIATES

STATEMENTS OF CASH FLOWS

$ ( 2,140,890 )

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

2 unchanged sentences

$ ( 11,302,853 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Stock-based compensation

1 unchanged sentence

Non-cash lease expense

(Recovery) provision for doubtful accounts, net

Impairment loss of fixed assets and intangible asset

Provision for doubtful accounts, net

Impairment loss of fixed assets and intangible

Gain from loan forgiveness

Loss on disposal of fixed assets

Loss on disposal of subsidiaries

Impairment loss of cryptocurrencies

Investment loss from unconsolidated subsidiary

Changes in assets and liabilities

Cryptocurrencies

Notes receivable

Accounts receivable

Other receivables

( 5,806,997 )

Advances to suppliers - third parties

Advances to suppliers – related party

( 34,081,129 )

Prepaid expenses and other current assets

2 unchanged sentences

Deferred revenue

Refund payable

Accounts payable

1 unchanged sentence

Lease liabilities

Accrued expenses and other current liabilities

( 1,122,791 )

Net cash used in operating activities

Accrued expenses and other

current liabilities

( 1,122,791 )

cash provided by (used in) operating activities

( 8,679,918 )

2 unchanged sentences

( 1,510,379 )

Proceeds from disposal of property and equipment

Loan receivable - related parties

Investment in unconsolidated entity

Advance to related parties

( 1,923,896 )

Net cash used in investing activities

cash used in investing activities

( 3,581,676 )

( 1,510,379 )

Financing Activities

1 unchanged sentence

Proceeds from issuance of common stock

Proceeds from loan

Repayment of loan payable

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash

Net increase (decrease) in cash

Warrant exercise

Proceeds from convertible notes

Repayment of convertible notes

( 5,000,000 )

Warrant repurchase

( 7,948,000 )

Repayment of loan payable

cash provided by financing activities

Effect of exchange rate

fluctuations on cash

Net increase in cash

Cash at beginning of year

3 unchanged sentences

Interest paid

Non-cash transactions of operating and investing activities

Transfer of prepayment to intangible asset

Initial recognition of right-of-use assets and lease liabilities

accompanying notes are an integral part of these audited consolidated financial statements.

SHIPPING AMERICA, LTD.

Non-cash transactions of operating

and investing activities

Initial recognition of right-of-use

assets and lease liabilities

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND AFFILIATES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

in the United States (the “U.S.”) in 2001, Sino-Global Shipping America, Ltd., a Virginia corporation (“Sino-Global”

or the “Company”), is a global shipping and freight logistics integrated solution provider.

The Company provides tailored

solutions and value-added services to its customers to drive efficiency and control in related steps throughout the entire shipping and

freight logistics chain.

The Company conducts its business primarily through its wholly-owned subsidiaries in the People’s Republic

of China (the “PRC” or “China”) (including Hong Kong) and the U.S.

where a majority of the Company’s clients

Company operates in three operating segments including (1) shipping agency and management services, which are operated by its subsidiaries

(2) freight logistics services, which are operated by its subsidiaries in the PRC;

(3) container trucking services, which

are operated by its subsidiaries in the U.S.

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 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”).

Sino-Global Shipping New York Inc.

started providing shipping management

related services that do not require certification which includes arranging and coordinating for ship maintenance and inspection this

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

Weijun Qin to restructure their equity interest in State

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

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

There has been no operation for Sea Continent for the year ended

June 30, 2021.

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 in the U.S.

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

There has been no operation for

LSM Trading for the years ended June 30, 2021 and 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 in order to satisfy

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

The reverse stock split was approved by the Company’s

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 of five.

Amounts affected include

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

July 31, 2020, the Company deregistered Longhe Ship Management (Hong Kong) Co., Limited (“LSM”) which is 100 % own by Sino-Global

Shipping (HK) Ltd.

LSM has not been in operation or carried on business after June 30, 2018.

The result of operations of

LSM was immaterial for the years ended June 30, 2020 and 2019.

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.

On June 30, 2021, the company increased the ownership to 100 %.

March 19, 2021, the Company established a wholly owned entity of named “Cullinan Global Logistics Inc” which was set up to

support its freight logistics services in the U.S.

The Company dissolved Cullinan on June 28, 2021.

There was no material operation for

the year ended June 30, 2021.

from March 2021, the Company started cryptocurrency mining.

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.

The Company is a global logistics

integrated solution provider that was founded in the United States in 2001.

On September 18, 2007, the Company amended the Article of

Incorporation and Bylaws to merge into a new corporation, Sino-Global Shipping America, Ltd.

The Company primarily focus

on providing logistics and support to businesses in the PRC and United States.

On January 3, 2022, the Company changed its corporate name

from Sino-Global Shipping America, Ltd.

to Singularity Future Technology Ltd.

to reflect its expanded operations into the digital assets

The Company conducts its business primarily through

its wholly-owned subsidiaries in the PRC (including Hong Kong) and the United States, where the majority of its clients are located.

of June 30, 2022, the Company operated in two segments:

(1) freight logistics services which include shipping and warehouse services,

which are operated by its subsidiaries in both the United States and PRC, and (2) sale of crypto-mining machines, which were operated

by its subsidiaries in the United States.

For the year ended June 30, 2021, the Company was also engaged in shipping agency and management

services, which were carried out by its subsidiary in the U.S.

The Company no longer operates in the shipping agency segment because it

did not receive any new orders for its services due to the uncertainty of the shipping management market which was negatively impacted

by the COVID-19 pandemic.

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.

The remaining payment of approximately $2.8 million will be paid in 5 quarters within 10 days following

the filing of Form 10-K or Form 10-Q for each of the Company’s financial quarters ending March 31, 2021, June 30, 2021, September

30, 2021, December 31, 2021 and March 31, 2022, subject to reductions if Yanghuai fails to meet the monthly committed net profit.

the last two month, national and local governments in China have gradually restricted and banned cryptocurrency mining operations, causing

owners of servers like the Products to cease operations.

The Company has been advised that the operation of the mining has been paused

by the Seller, which had continued to operate the Products on behalf of the Registrant.

Based on amended agreement signed by the Company

and Yanghuai on September 17, 2021, the Company is not liable for rest of the contract price and has title to half of the products.

Company recorded impairment for the mining equipment in the last quarter of 2021 in the amount of approximately $ 0.9 million.

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.

Due to recent regulation of Bitcoin in China, the Company has paused the acquisition.

April 13, 2021, the Company formed a joint venture in which the Company owned 99 % equity interest of Hainan Saimeinuo Trading Co., Ltd.,

in the free tax zone in Hainan Province, China, with a register capital of approximately $ 1.5 million.

This subsidiary primarily engages

in freight logistics services.

April 21, 2021, the Company entered into a cooperation agreement with Mr.

Bangpin Yu to set up a joint venture in U.S.

named “Brilliant

Warehouse Service Inc” to support its freight logistics services in the U.S.

The Company has a 51 % equity interest in the joint

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

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..

Given 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

The situation remains highly uncertain for any further outbreak or resurgence of the COVID-19.

It is therefore difficult for

the Company to estimate the impact on the business or operating results that might be adversely affected by any further outbreak or resurgence

The Company acquired approximately $0.9 million of crypto equipment from Yanghuai.

Over the last two months of the Company’s 2021 fiscal year, national and local governments in China gradually restricted and banned

cryptocurrency mining operations, causing owners of servers to cease operations.

Based on an amended agreement signed by the Company and

Yanghuai on September 17, 2021, the Company is not liable for the remainder of the contract price and has title to half of the cryptocurrency

The Company recorded impairment for the mining equipment in the last quarter of 2021 in the amount of approximately $0.9 million.

On December 31, 2021, the Company entered into a series of agreements

to terminate its variable interest entity (“VIE”) structure and deconsolidated its formerly controlled entity Sino-Global

Shipping Agency Ltd.

(“Sino-China”).

The Company controlled Sino-China through its wholly owned subsidiary Trans Pacific Shipping

Limited (“Trans Pacific Beijing”).

The Company made the decision to dissolve both the VIE structure and Sino-China because

Sino-China had no active operations and the Company wanted to remove any potential risks associated with any VIE structures.

the Company dissolved its subsidiary Sino-Global Shipping LA on December 26, 2021 as this subsidiary had no material operation, Inc.

March 14, 2022, the Company dissolved its subsidiary Sino-Global Shipping Canada, Inc.

(See Note 3 for details).

The outbreak of the novel coronavirus (COVID-19) beginning in late

January 2020 in the PRC has spread rapidly to many parts of the world.

In March 2020, the World Health Organization declared the COVID-19

as a pandemic.

This has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in China

Given the rapidly expanding nature of the COVID-19 pandemic, and because majority of the Company’s freights logistic

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

been adversely affected for the year ended June 30, 2022 and 2021.

In early December 2022, the Chinese government eased the strict control

measure for COVID-19, which has led to a surge in increased infections and a disruption in our business operations.

Any future impact

of COVID-19 on the Company’s operation results will depend on, to a large extent, future developments and new information that may

emerge regarding the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19

or treat its impact, almost all of which are beyond our control.

As of June 30, 2022, the Company’s subsidiaries included the

Sino-Global Shipping New York Inc.

A New York Corporation

Incorporated on May 03, 2013

Primarily engaged in freight logistics services

100% owned by the Company

Sino-Global Shipping Australia Pty Ltd.

An Australian Corporation

Incorporated on July 03, 2008

No material operations

100% owned by the Company

Dissolved in November 2022

Sino-Global Shipping HK Ltd.

A Hong Kong Corporation

Incorporated on September 22, 2008

No material operations

100% owned by the Company

Thor Miner Inc.

(“Thor Miner”)

A Delaware Corporation

Incorporated on October 13, 2021

Primarily engaged in sales of crypto mining machines

51% owned by the Company

Trans Pacific Shipping Ltd.

(“Trans Pacific Beijing”)

A PRC limited liability company

Incorporated on November 13, 2007.

Primarily engaged in freight logistics services

100% owned the Company

Trans Pacific Logistic Shanghai Ltd.

Pacific Shanghai”)

A PRC limited liability company

Incorporated on May 31, 2009

Primarily engaged in freight logistics services

90% owned by Trans Pacific Beijing

Ningbo Saimeinuo Supply Chain Management Ltd.

A PRC limited liability company

Incorporated on September 11,2017

Primarily engaged in freight logistics services

100% owned by SGS NY

Blumargo IT Solution Ltd.

A New York Corporation

Incorporated on December 14, 2020

No material operations

100% owned by SGS NY

Gorgeous Trading Ltd (“Gorgeous Trading”)

A Texas Corporation

Incorporated on July 01, 2021

Primarily engaged in warehouse related services

100% owned by SGS NY

Brilliant Warehouse Service Inc.

(“Brilliant Warehouse”)

A Texas Corporation

Incorporated on April 19,2021

Primarily engaged in warehouse house related services

51% owned by SGS NY

Phi Electric Motor In.

A New York Corporation

Incorporated on August 30, 2021

No operations

51% owned by SGS NY

SG Shipping &Risk Solution Inc(“SGSR”)

A New York Corporation

Incorporated on September 29, 2021

No material operations

100% owned by the Company

SG Link LLC (“SG Link”)

A New York Corporation

Incorporated on December 23, 2021

No operations

100% owned by SG Shipping & Risk Solution Inc on January 25, 2022

Restatement of previously issued financial

From March to June 2019, the Company’s subsidiary

Trans Pacific Logistic Shanghai Ltd (“Trans Pacific Shanghai”) received approximately $ 6.2 million (RMB 40 million) from a

related party, Shanghai Baoyin Industrial Co., Ltd.

(“Shanghai Baoyin”) which is 30 %

owned by Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai, to pay for accounts receivables of 6 different

customers totaled RMB 40 million.

Trans Pacific Shanghai then paid RMB 20 million and RMB 10 million to Zhangjiakou Baoyu Trading Co.

(“Baoyu”) in April 2019 and July 2019, respectively and paid RMB 10 million to Hebei Baoxie Trading Co., Ltd.(“

Hebei Baoxie”), a third party in July 2019.

As such for fiscal year ended June 30, 2019, accounts

receivable was understated by RMB 40 million and advance to supplier was overstated by RMB 20 million and other payable from related party

Shanghai Baoyin was understated by RMB 20 million.

There was an overstatement of RMB 20 million

in total assets and understatement of total liabilities of RMB 20 million.

During the fiscal year ended June 30, 2021, Baoxie

repaid RMB 10 million to Trans Pacific Shanghai and Trans Pacific Shanghai advanced the RMB 10 million to Shanghai Baoyin.

million paid to Shanghai Baoyin was recorded as other receivable and the advance to Baoyu of RMB 30 million was reclassified from advance

to supplier to other receivable and the Company provided full allowance of its receivables totaled RMB 40 million.

The Company evaluated

the transaction and determined there is no impact on its assets, liabilities and retained earnings as of June 30, 2020.

During the fiscal year ended June 30, 2021, Baoyu repaid a total of

RMB 30 million to Trans Pacific Shanghai.

The RMB 30 million received was recorded as recovery of bad debt.

Trans Pacific Shanghai then

loaned the RMB 30 million to Shanghai Baoyin.

Shanghai Baoyin subsequently repaid RMB 4 million to Trans Pacific Shanghai and Trans Pacific

Shanghai loaned RMB 4 million to Wang Qinggang.

The RMB 30 million received was recorded as recovery of bad debt for other receivable

and the RMB 30 million paid was recorded as a related party loan receivable.

The Company analyzed the transaction and determined the RMB 30 million

was originally from related party Shanghai Baoyin and eventually paid back to the same related parties, therefore recovery of bad debt

and loan receivable related parties was overstated by RMB 30 million for fiscal year 2021.

Effects of the restatement is as follows:

Consolidate balance sheet as of June 30, 2021

Loan receivable - related parties

$ ( 4,644,969 )

Consolidate Statement of Stockholder’s Equity as of June 30, 2021

Accumulated deficit

$ ( 30,244,937 )

$ ( 4,076,825 )

$ ( 34,321,762 )

Accumulated other comprehensive income (loss)

Non-controlling Interest

( 6,951,134 )

( 7,415,631 )

$ ( 4,644,969 )

Consolidated statement of oeprations for the year ended June 30, 2021

(provision) for doubtful accounts, net

$ ( 4,529,806 )

$ ( 4,208,638 )

$ ( 6,773,047 )

$ ( 4,529,806 )

$ ( 11,302,853 )

comprehensive loss - foreign currency

$ ( 115,651 )

Comprehensive

$ ( 6,773,535 )

$ ( 4,644,969 )

$ ( 11,418,504 )

Consolidated statement of cash flow for the year ended June 30, 2021

Cash flows from operating activities:

$ ( 6,773,047 )

$ ( 4,529,806 )

$ ( 11,302,853 )

Provision for doubtful accounts

$ ( 321,168 )

Other receivable

$ ( 4,529,806 )

$ ( 302,567 )

Cash flows from investing activities:

Loan receivable - related parties

$ ( 4,529,806 )

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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”).

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

of the subsidiaries and VIEs.

All intercompany transactions and balances have been eliminated in consolidation.

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

the Company as the primary beneficiary.

The Company, through Trans Pacific Shipping Ltd., entered into certain agreements with Sino-China,

pursuant to which the Company receives 90 % of Sino-China’s net income.

Sino-China was designed to operate in China for the benefit

of the Company.

The Company does not receive any payment from Sino-China unless Sino-China recognizes net income during its fiscal year.

These agreements do not entitle the Company to any consideration if Sino-China incurs a net loss during its fiscal year.

If Sino-China

incurs a net loss during its fiscal year, the Company is not required to absorb such net loss.

a VIE, Sino-China’s revenues are included in the Company’s total revenues, and any income/loss from operations is consolidated

with that of the Company.

Because of contractual arrangements between the Company and Sino-China, the Company has a pecuniary interest

in Sino-China that requires consolidation of the financial statements of the Company and Sino-China.

Company has consolidated Sino-China’s operating results in accordance with Accounting Standards Codification (“ASC”)

810-10, “Consolidation”.

The agency relationship between the Company and Sino-China and its branches is governed by a series

of contractual arrangements pursuant to which the Company has substantial control over Sino-China.

Management makes ongoing reassessments

of whether the Company remains the primary beneficiary of Sino-China.

carrying amount and classification of Sino-China’s assets and liabilities included in the Company’s consolidated balance

sheets were as follows:

(a) 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”).

The consolidated financial

statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of its subsidiaries.

All intercompany

transactions and balances have been eliminated in consolidation.

Prior to December 31, 2021,

Sino-China was considered a VIE, with the Company as the primary beneficiary.

The Company, through Trans Pacific Beijing, entered into

certain agreements with Sino-China, pursuant to which the Company received 90 % of Sino-China’s net income.

As a VIE, Sino-China’s

revenues were included in the Company’s total revenues, and any income or loss from operations were consolidated with that of the

Because of contractual arrangements between the Company and Sino-China, the Company had a pecuniary interest in Sino-China that

required consolidation of the financial statements of the Company and Sino-China.

The Company has consolidated

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

The agency relationship between the Company and Sino-China and its branches was governed by a series of contractual arrangements

pursuant to which the Company had substantial control over Sino-China.

Management makes ongoing reassessments of whether the Company remains

the primary beneficiary of Sino-China.

On December 31, 2021, the Company entered into a series of agreements to terminate its VIE structure

and deconsolidated its formerly controlled entity Sino-China.

Loss from disposal of Sino-China

amounted to approximately $ 6.1 million.

Since Sino-China did not have any active operation prior to disposal, the disposal did not represent

a strategic change in the Company’s business, as such the disposal was not presented as discontinued operations.

The carrying amount and classification

of Sino-China’s assets and liabilities included in the Company’s consolidated balance sheets were as follows:

Current assets:

and equipment, net

payables and accrued liabilities

Fair Value of Financial Instruments

Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes

methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement

2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical

or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived

from or corroborated by observable market data.

3 — Unobservable inputs that reflect management’s assumptions based on the best available information.

carrying value of accounts receivable, other receivables, other current assets, and current liabilities approximate their fair values

because of the short-term nature of these instruments.

Use of Estimates and Assumptions

preparation of the Company’s 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 Company’s 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 the Company’s judgments

and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates.

the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Translation of Foreign Currency

accounts of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity

operates (the “functional currency”).

Total current assets

Current liabilities:

Other payables and accrued liabilities

Total liabilities

(b) Fair Value of Financial Instruments

The Company follows the provisions

of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair

value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 — Observable inputs such as unadjusted

quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 — Inputs other than quoted prices

that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets

that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market

Level 3 — Unobservable inputs that reflect

management’s assumptions based on the best available information.

The carrying value of accounts

receivable, other receivables, other current assets, and current liabilities approximate their fair values because of the short-term nature

of these instruments.

The preparation of the Company’s

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 Company’s 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 the Company’s judgments and estimates consider the economic

implications of COVID-19 on the Company’s 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.

(d) Translation of Foreign Currency

The accounts of the Company

and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional

The Company’s functional currency is the U.S.

dollar (“USD”) while

its subsidiaries in the PRC, including Sino-China, Trans Pacific Shipping Ltd.

and Trans Pacific Logistic Shanghai Ltd.

financial positions and results of operations in Renminbi (“RMB”), its subsidiary Sino-Global Shipping Australia Pty Ltd.,

reports its financial positions and results of operations in Australian dollar (“AUD”), its subsidiary Sino-Global Shipping

Hong Kong reports its financial positions and results of operations in Hong Kong dollar (“HKD”) and its subsidiary Sino-Global

Shipping Canada, Inc.

reports its financial positions and results of operations in Canadian Dollar (“CAD”).

The accompanying

consolidated financial statements are presented in USD.

Foreign currency transactions are translated into USD using the fixed exchange

rates in effect at the time of the transaction.

Generally, foreign exchange gains and losses resulting from the settlement of such transactions

are recognized in the consolidated statements of operations.

The Company translates the foreign currency financial statements in accordance

with ASC 830-10, “Foreign Currency Matters”.

Assets and liabilities are translated at current exchange rates quoted by the

People’s Bank of China at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in

effect during the year.

The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive

loss as a separate component of equity of the Company, and also included in non-controlling interests.

exchange rates for the years ended June 30, 2021 and 2020 are as follows:

consists of cash on hand and cash in bank which are unrestricted as to withdrawal or use.

The Company maintains cash with various financial

institutions mainly in the PRC, Australia, Hong Kong, Canada and the U.S.

As of June 30, 2021 and 2020, cash balances of $ 628,039 and

$ 97,836 , respectively, were maintained at financial institutions in the PRC.

$ 201,990 and $ 8,780 of these balances are not covered by

insurance as the deposit insurance system in China only insured each depositor at one bank for a maximum of approximately $ 70,000 (RMB

As of June 30, 2021 and 2020, cash balances of $ 44,203,436 and $ 25,739 , respectively, were maintained at U.S.

dollar (“USD”) while its subsidiaries in the PRC, including

Trans Pacific Beijing and Trans Pacific Logistic Shanghai Ltd.

report their financial positions and results of operations in Renminbi

(“RMB”), its subsidiary Sino-Global Shipping Australia Pty Ltd., reports its financial positions and results of operations

in Australian dollar (“AUD”), its subsidiary Sino-Global Shipping (HK), Ltd.

reports its financial positions and results of

operations in Hong Kong dollar (“HKD”).

The accompanying consolidated financial statements are presented in USD.

Foreign currency

transactions are translated into USD using the fixed exchange rates in effect at the time of the transaction.

Generally, foreign exchange

gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations.

translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”.

liabilities are translated at current exchange rates quoted by the People’s Bank of China at the balance sheets’ dates and

revenues and expenses are translated at average exchange rates in effect during the year.

The resulting translation adjustments are recorded

as other comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company, and also included

in non-controlling interests.

The exchange rates for the years ended June 30,

2022 and 2021 are as follows:

Foreign currency

Cash consists of cash on hand and cash in bank which are unrestricted

as to withdrawal or use.

The Company maintains cash with various financial institutions mainly in the PRC, Australia, Hong Kong and the

As of June 30, 2022 and June 30, 2021, cash balances of $ 143,044 and $ 629,731 , respectively, were maintained at financial institutions

Nil and $ 201,990 of these balances are not covered by insurance as the deposit insurance system in China only insured each

depositor at one bank for a maximum of approximately $ 70,000 (RMB 500,000 ).

As of, June 30, 2022 and June 30, 2021, cash balances of $ 55,636,636

and $ 44,203,436 , respectively, were maintained at U.S.

financial institutions.

$ 43,507,335 and nil of these balances are not covered by insurance, as each U.S.

account was insured by the Federal Deposit Insurance

Corporation or other programs subject to $ 250,000 limitations.

The Hong Kong Deposit Protection Board pays compensation up to a limit

of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company holds its eligible deposit fails.

$ 53,869,575 and $ 43,507,335 of these balances are not covered

by insurance, as each U.S.

account was insured by the Federal Deposit Insurance Corporation or other programs subject to $ 250,000 limitations.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $ 64,000 ) if the bank with which an

individual/a company holds its eligible deposit fails.

As of June 30, 2022 and June 30, 2021, cash balances of $ 51,701 and $ 3,457 , respectively,

were maintained at financial institutions in Hong Kong and were insured by the Hong Kong Deposit Protection Board.

As of June 30, 2022

2021 and 2020, cash balances of $ 3,698 and $ 2,029 , respectively, were maintained at financial institutions in Hong Kong and were insured

by the Hong Kong Deposit Protection Board.

As of June 30, 2021 and 2020, cash balances of $ 693 and $ 1,116 , respectively, were maintained

at Australia financial institutions, and were insured as the Australian government guarantees deposits up to AUD 250,000 (approximately

As of June 30, 2021 and 2020, amount of deposits the Company had covered by insurance amounted to $ 1,125,838 and $ 117,940 ,

respectively.

Cryptocurrencies

and June 30, 2021, cash balances of $ 192 and $ 693 , respectively, were maintained at Australia financial institutions, and were insured

as the Australian government guarantees deposits up to AUD 250,000 (approximately $ 172,000 ).

As of June 30, 2022 and June 30, 2021, amount

of deposits the Company had covered by insurance amounted to $ 1,961,997 and $ 1,125,838 , respectively.

(f) Cryptocurrencies

Cryptocurrencies, mainly bitcoin, are included

1 unchanged sentence

Cryptocurrencies purchased are recorded at cost and cryptocurrencies

awarded to the Company through its mining activities are accounted for as other revenue of the Company for the year ended June 30, 2021.

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

Cryptocurrencies

held are accounted for as intangible assets with indefinite useful lives.

An intangible asset with an indefinite useful life is not amortized

but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely

than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount exceeds its fair value, which is measured

using the quoted price of the cryptocurrency at the time its fair value is being measured.

In testing for impairment, the Company has

the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists.

is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary.

Company concludes otherwise, it is required to perform a quantitative impairment test.

To the extent an impairment loss is recognized,

the loss establishes the new cost basis of the asset.

awarded to the Company through its mining activities are accounted for as other income for the year ended June 30, 2021.

No other income

was generated for the year ended June 30, 2022.

Fair value of the cryptocurrency award received is determined using the quoted price of

the related cryptocurrency at the time of receipt.

Cryptocurrencies held are accounted for as intangible

assets with indefinite useful lives.

An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually,

or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived

asset is impaired.

Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the

cryptocurrency at the time its fair value is being measured.

In testing for impairment, the Company has the option to first perform a

qualitative assessment to determine whether it is more likely than not that an impairment exists.

If it is determined that it is not more

likely than not that an impairment exists, a quantitative impairment test is not necessary.

If the Company concludes otherwise, it is

required to perform a quantitative impairment test.

To the extent an impairment loss is recognized, the loss establishes the new cost

basis of the asset.

Subsequent reversal of impairment losses is not permitted.

Receivables and Allowance for Doubtful Accounts

(g) Receivables and Allowance for Doubtful

Accounts receivable are presented at net realizable

10 unchanged sentences

exhaustive collection efforts.

As the Company has focused its development in the shipping management segment, its customer base will be

more from smaller privately owned companies that will pay more timely than state owned companies.

The Company also considers the economic

implications of COVID-19 on its estimates of the allowance and made $ 1,033,407 and $ 4,996,606 provision for doubtful accounts for the

years ended June 30, 2021 and 2020.There was no write off for year ended June 30, 2021 and wrote off $ 8,220,754 of accounts receivable

for the year ended June 30, 2020.

The Company recovered $ 2,512 and $ 99,366 of accounts receivable for the year ended June 30, 2021 and

2020 respectively.

As the Company has focused its development on the shipping management segment, its customer base consists

of more smaller privately owned companies that will pay more timely than state owned companies.

Other receivables represent mainly customer advances,

prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, guarantee deposits on

behalf of ship owners as well as office lease deposits.

Management reviews its receivables on a regular basis to determine if the bad

debt allowance is adequate, and adjusts the allowance when necessary.

Delinquent account balances are written-off against allowance for

doubtful accounts after management has determined that the likelihood of collection is not probable.

Other receivables are written off

against the allowances only after exhaustive collection efforts.

The Company made nil and $ 10,055,203 allowance for doubtful accounts

of other receivables for the years ended June 30, 2021 and 2020, respectively.

For the years ended June 30, 2021 and 2020, $ 11,665 and

$ 1,763 were written off against other receivables, respectively.

The Company recovered $ 4,786,814 and nil of other receivables for the

years ended June 30, 2021 and 2020.

Property and Equipment, net

and equipment are stated at historical cost less accumulated depreciation.

Historical cost comprises its purchase price and any directly

attributable costs of bringing the assets to its working condition and location for its intended use.

Depreciation is calculated on a

straight-line basis over the following estimated useful lives:

and office equipment

prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, project advances as well

as office lease deposits.

Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and

adjusts the allowance when necessary.

Delinquent account balances are written-off against allowance for doubtful accounts after management

has determined that the likelihood of collection is not probable.

Other receivables are written off against the allowances only after

exhaustive collection efforts.

(h) Property and Equipment, net

Property and equipment are stated at historical

cost less accumulated depreciation.

Historical cost comprises its purchase price and any directly attributable costs of bringing the assets

to its working condition and location for its intended use.

Depreciation is calculated on a straight-line basis over the following estimated

useful lives:

Motor vehicles

Computer and office equipment

Furniture and fixtures

System software

Leasehold improvements

Shorter of lease term or useful lives

Mining equipment

The carrying value of a long-lived asset is considered

3 unchanged sentences

value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or based on independent

For the years ended June 30, 2021 and 2020, an impairment of $ 855,230 and $ 127,177 were recorded, respectively.

Intangible Assets, net

assets are recorded at cost less accumulated amortization.

Amortization is calculated on a straight-line basis over the following estimated

useful lives:

Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired.

the years ended June 30, 2021 and 2020, an impairment of nil and $ 200,455 were recorded, respectively.

Revenue Recognition

Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration

to which the Company expects to be entitled in such exchange.

The Company identifies contractual performance obligations and determines

whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

The Company’s revenue streams are recognized at a point in time.

Company uses a five-step model to recognize revenue from customer contracts.

The five-step model requires the Company to (i) identify

the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including

variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction

price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance

Company continues to derive its revenues from sales contracts with its 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.

The Company’s revenues

are recognized at a point in time after all performance obligations are satisfied.

Company records receivables related to revenue when the Company has an unconditional right to invoice and receive payment.

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

Company’s disaggregated revenue streams are described as follows:

the Years Ended

and management agency services

logistics services

trucking services

Revenues from shipping

and management agency services are recognized upon completion of services, which coincides with the date of departure of the relevant

vessel from port.

Advance payments and deposits received from customers prior to the provision of services and recognition of the

related revenues are presented as deferred revenue.

● Revenues from freight logistics services are recognized when the related contractual services are rendered.

For certain freight logistics contracts that the Company entered into with customers starting in the first quarter of fiscal year 2020, the Company (i) acts as an agent in arranging the relationship between the customer and the third-party service provider and (ii) does not control the services rendered to the customers, revenues related to this contracts are presented net of related costs.

For the year 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.

There was no such transaction for the year ended June 30, 2021.

Revenues from container

trucking services are recognized when the related contractual services are rendered.

Disaggregated

information of revenues by geographic locations are as follows:

the Years Ended

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

The Company uses 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.

Company recognizes 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.

The Company recognizes interest and penalties,

if any, related to unrecognized tax benefits as income tax expense.

For the years ended June 30, 2022 and 2021, nil and $ 855,230 impairment were recorded, respectively.

(i) Investments in unconsolidated entity

Entities in which the Company has the ability

to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method.

Significant influence

is generally considered to exist when the Company has voting shares representing 20 % to 50 %, and other factors, such as representation

on the board of directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method

of accounting is appropriate.

Under this method of accounting, the Company records its proportionate share of the net earnings or losses

of equity method investees and a corresponding increase or decrease to the investment balances.

Dividends received from the equity method

investments are recorded as reductions in the cost of such investments.

The Company generally considers an ownership interest of 20 % or

higher to represent significant influence.

The Company accounts for the investments in entities over which it has neither control nor

significant influence, and no readily determinable fair value is available, using the investment cost minus any impairment, if necessary.

Investments are evaluated for impairment when

facts or circumstances indicate that the fair value of the long-term investment is less than its carrying value.

An impairment loss is

recognized when a decline in fair value is determined to be other-than-temporary.

The Company reviews several factors to determine whether

a loss is other-than-temporary.

These factors include, but are not limited to, the:

(i) nature of the investment;

(ii) cause and duration

of the impairment;

(iii) extent to which fair value is less than cost;

(iv) financial condition and near term prospects of the investment;

and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

On 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., (“LSM”) in which the Company holds a 40 % equity interest.

Shanming Liang subsequently

transferred his shares to Guanxi Golden Bridge Industry Group Co., Ltd in October 2021.

For the year ended June 30, 2022, the Company

invested $ 210,010 in LSM.

The joint venture has not started its operations due to COVID-19 and substantially all of the Company’s

investment was deposited in bank account with LSM and LSM has only incurred some administrative expenses.

The Company recorded $ 47,181

investment loss for the year ended June 30, 2022.

(j) Convertible notes

The Company evaluates its convertible notes to

determine if those contracts or embedded components of those contracts qualify as derivatives.

The result of this accounting treatment

is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability.

event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income

(k) Revenue Recognition

The Company recognizes revenue which represents

the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled

in such exchange.

The Company identifies contractual performance obligations and determines whether revenue should be recognized at a

point in time or over time, based on when control of goods and services transfers to a customer.

The Company uses a five-step model to recognize

revenue from customer contracts.

The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify

the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that

it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations

in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

For the Company’s freight logistic and shipping

agency services revenue, the Company provided transportation services which included mainly shipping services.

In fiscal year 2021, the

Company also provided shipping agency and management services The Company derived transportation revenue from sales contracts with its

customers with revenues being recognized upon performance of services.

Sales price to the customer was fixed upon acceptance of the sales

contract and there was no separate sales rebate, discount, or other incentive.

The Company’s revenues were recognized at a

point in time after all performance obligations were satisfied.

For the Company’s warehouse

services, which are included in the freight logistic services, the Company’s contracts

provide the customer an integrated service that includes two or more services, including but not limited to warehousing, collection, first-mile

delivery, drop shipping, customs clearance packaging, etc.

the Company generally identifies one performance obligation in its contracts, which is a series of distinct services that remain substantially

the same over time and possess the same pattern of transfer.

Revenue is recognized over the period in which services are provided under

the terms of the Company’s contractual relationships with its clients.

The transaction

price is based on the amount specified in the contract with the customer and contains fixed and variable consideration.

In general, the

fixed consideration in a contract represents facility and equipment costs incurred to satisfy the performance obligation and is recognized

on a straight-line basis over the term of the contract.

The variable consideration is comprised of cost reimbursement determined based

on the costs incurred.

Revenue relating to variable pricing is estimated and included in the consideration if it is probable that

a significant revenue reversal will not occur in the future.

The estimate of variable consideration is determined by the expected value

or most likely amount method and factors in current, past and forecasted experience with the customer.

Customers are billed based on terms

specified in the revenue contract and they pay us according to approved payment terms.

Revenue for the above services is recognized on

a gross basis when the Company controls the services as it has the obligation to (i) provide all services (ii) bear any inventory risk

for warehouse services.

In addition, the Company has control to set its selling price to ensure it would generate profit for the services.

For the year ended June 30, 2022, the Company

also engaged in sales of cryptocurrency mining equipment.

On January 10, 2022, the Company’s joint venture, Thor Minor,

entered into a Purchase and Sale Agreement with SOS Information Technology New York Inc.

(the “Buyer”).

Pursuant to the Purchase

and Sale Agreement, Thor agreed to sell and the Buyer agreed to purchase certain cryptocurrency mining equipment.

The Company made 2 shipments

in June 2022.

The Company’s performance obligation is

to deliver products according to contract specifications.

The Company recognizes product revenue at a point in time when the control of

products or services are transferred to customers.

To distinguish a promise to provide products from a promise to facilitate the sale

from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39.

considers this guidance in conjunction with the terms in the Company’s arrangements with both suppliers and customers.

In general, revenue is recognized on a gross basis

when the Company controls the products as it has the obligation to (i) fulfill the products delivery and custom clearance (ii) bear any

inventory risk as legal owners.

In addition, when establishing the selling prices for delivery of the resale products, the Company has

control to set its selling price to ensure it would generate profit for the products delivery arrangements.

If the Company is not responsible

for provision of product and does not bear inventory risk, the Company recorded revenue on a net basis.

For the year ended June 30, 2022, the Company

recognized the sale of cryptocurrency mining equipment based on net basis as the manufacturer of the products are responsible for shipping

and custom clearing for the products.

Contract balances

The Company records receivables related to revenue

when the Company has 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.

Contract balance amounted to $ 6,955,577 and $ 471,516 for the

year ended June 30, 2022 and 2021, respectively.

Refund payable amounted to $ 13,000,000 and nil for the year ended June 30, 2022 and 2021,

respectively as a result of termination of the contract with customer (See Note 21 for details).

The Company’s disaggregated revenue streams

are described as follows:

For the Years Ended

Sale of crypto mining machines

Shipping agency and management services

Freight logistics services

Disaggregated information of revenues by geographic

locations are as follows:

For the Years Ended

Total revenues

The Company adopted FASB ASU

2016-02, “Leases” (Topic 842) for the year ended June 30, 2020, and elected the practical expedients that does not require

us to reassess:

(1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing

leases and (3) initial direct costs for any expired or existing leases.

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.

The Company also adopted the practical expedient

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

Upon adoption, the Company recognized

right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments

of leases, using an incremental borrowing rate of 7 % based on the duration of lease terms.

Operating lease ROU assets

and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of

lease payments over the lease term.

Since the implicit rate for the Company’s leases is not readily determinable, the Company use

its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount

equal to the lease payments, in a similar economic environment and over a similar term.

Lease terms used to calculate

the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does

not have reasonable certainty at lease inception that these options will be exercised.

The Company generally considers the economic life

of its operating lease ROU assets to be comparable to the useful life of similar owned assets.

The Company has elected the short-term

lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less.

Its leases generally do not provide a residual guarantee.

The operating lease ROU asset also excludes lease incentives.

Lease expense

is recognized on a straight-line basis over the lease term.

The Company reviews the impairment

of its ROU assets consistent with the approach applied for its other long-lived assets.

The Company reviews the recoverability of its

long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted

future pre-tax cash flows of the related operations.

The Company has elected to include the carrying amount of operating lease liabilities

in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.

Because the Company and its subsidiaries and Sino-China

were incorporated in different jurisdictions, they file separate income tax returns.

The Company uses 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.

allowance is provided against deferred tax assets if it is more likely than not that the asset will not be utilized in the future.

The Company recognizes 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.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits

as income tax expense.

The Company had no uncertain tax positions as of June 30, 2022 and 2021.

tax returns for the years prior to 2017 are no longer subject to examination by U.S.

Income tax returns for the years prior to 2018

are no longer subject to examination by U.S.

tax authorities.

Enterprise Income Tax

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

GAAP”) at 25 %.

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

Value Added Taxes and Surcharges

Company is subject to value added tax (“VAT”).

Revenue from services provided by the Company’s 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.

addition, under the PRC regulations, the Company’s PRC subsidiaries and affiliates are required to pay the city construction tax

( 7 %) and education surcharges ( 3 %) based on the net VAT payments.

Earnings (loss) per Share

earnings (loss) per share is computed by dividing net income (loss) attributable to holders of common stock of the Company by the weighted

average number of shares of common stock of the Company outstanding during the applicable period.

Diluted earnings (loss) per share reflect

the potential dilution that could occur if securities or other contracts to issue common stock of the Company were exercised or converted

into common stock of the Company.

Common stock equivalents are excluded from the computation of diluted earnings per share if their effects

would be anti-dilutive.

the years ended June 30, 2021 and 2020, there was no dilutive effect of potential shares of common stock of the Company because the Company

generated net loss.

Comprehensive Income (Loss)

Company reports comprehensive income (loss) in accordance with the authoritative guidance issued by Financial Accounting Standards Board

(the “FASB”) which establishes standards for reporting comprehensive income (loss) and its component in financial statements.

Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’

equity but are excluded from net income.

Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting

from the Company not using the U.S.

PRC Enterprise Income Tax

PRC enterprise income tax is calculated based

on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25 %.

Sino-China and Trans

Pacific Beijing were incorporated in the PRC and are subject to the Enterprise Income Tax Laws of the PRC.

PRC Value Added Taxes and Surcharges

The Company is subject to value added tax (“VAT”).

Revenue from services provided by the Company’s PRC subsidiaries, including Trans Pacific, and the VIE, and Sino-China, 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, the Company’s

PRC subsidiaries and VIE are required to pay city construction tax ( 7 %) and education surcharges ( 3 %) based on the net VAT payments.

(n) Earnings (loss) per Share

Basic earnings (loss) per share is computed by

dividing net income (loss) attributable to holders of common stock of the Company by the weighted average number of shares of common stock

of the Company outstanding during the applicable period.

Diluted earnings (loss) per share reflect the potential dilution that could occur

if securities or other contracts to issue common stock of the Company were exercised or converted into common stock of the Company.

stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive.

For the years ended June 30, 2022 and 2021, there

was no dilutive effect of potential shares of common stock of the Company because the Company generated net loss.

(o) Comprehensive Income (Loss)

The Company reports comprehensive income (loss)

in accordance with the authoritative guidance issued by Financial Accounting Standards Board (the “FASB”) which establishes

standards for reporting comprehensive income (loss) and its component in financial statements.

Other comprehensive income (loss) refers

to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’ equity but are excluded from

Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using

dollar as its functional currencies.

Stock-based Compensation

Company accounts for stock-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation –

Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair

value of the equity instrument issued and recognized as compensation expense over the requisite service period.

The Company records stock-based

compensation expense at fair value on the grant date and recognizes the expense over the employee’s requisite service period.

Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07.

FASB ASC Topic 718, stock compensation granted to non-employees has been determined as the fair value of the consideration received or

the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services

are received.

of stock based compensation are based upon highly subjective assumptions about the future, including stock price volatility and exercise

The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model.

Expected volatilities

are based on the historical volatility of the Company’s stock.

The Company uses historical data to estimate option exercise and

employee terminations.

The expected term of options granted represents the period of time that options granted are expected to be outstanding.

The risk-free rate for periods within the expected life of the option is based on the U.S.

Treasury yield curve in effect at the time

of the grant.

Risks and Uncertainties

Company’s business, financial position and results of operations may be influenced by the political, economic, health and legal

environments in the PRC, as well as by the general state of the PRC economy.

The Company’s operations in the PRC are subject to

special considerations and significant risks not typically associated with companies in North America and Western Europe.

These include

risks associated with, among others, the political, economic, health and legal environments and foreign currency exchange.

The Company’s

results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental

policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad,

and rates and methods of taxation, among other things.

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 the Company’s business operations and the workforce are concentrated in China and United States,

the Company’s business, results of operations, and financial condition have been adversely affected for the year ended June 30,

The situation remains highly uncertain for any further outbreak or resurgence of the COVID-19.

It is therefore difficult for the

Company to estimate the impact on the business or operating results that might be adversely affected by any further outbreak or resurgence

Recent Accounting Pronouncements

Pronouncements

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.

The Company adopted this ASU on July 1, 2020 and

the adoption has no significant impact to the Company’s consolidated financial statements as a whole.

Pronouncements

not yet adopted

(p) Stock-based Compensation

The Company accounts for stock-based compensation

awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that

stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized

as compensation expense over the requisite service period.

The Company records stock-based compensation expense at fair value on the grant

date and recognizes the expense over the employee’s requisite service period.

The Company accounts for stock-based compensation

awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07.

Under FASB ASC Topic 718, stock compensation granted

to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever

is more reliably measured and is recognized as an expense as the goods or services are received.

Valuations of stock-based compensation are based

upon highly subjective assumptions about the future, including stock price volatility and exercise patterns.

The fair value of share-based

payment awards was estimated using the Black-Scholes option pricing model.

Expected volatilities are based on the historical volatility

of the Company’s stock.

The Company uses historical data to estimate option exercise and employee terminations.

The expected term

of options granted represents the period of time that options granted are expected to be outstanding.

The risk-free rate for periods within

the expected life of the option is based on the U.S.

Treasury yield curve in effect at the time of the grant.

(q) Risks and Uncertainties

The Company’s business, financial position

and results of operations may be influenced by the political, economic, health and legal environments in the PRC, as well as by the general

state of the PRC economy.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically

associated with companies in North America and Western Europe.

These include risks associated with, among others, the political, economic,

health and legal environments and foreign currency exchange.

The Company’s results may be adversely affected by changes in the political,

regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations,

anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

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 the Company’s

business operations and the workforce are concentrated in China and United States, the Company’s business, results of operations,

and financial condition have been adversely affected for the year ended June 30, 2022.

The situation remains highly uncertain for any

further outbreak or resurgence of the COVID-19.

It is therefore difficult for the Company to estimate the impact on the business or operating

results that might be adversely affected by any further outbreak or resurgence of COVID-19.

(r) Recent Accounting Pronouncements

In May 2019, the FASB issued ASU 2019-05, which

24 unchanged sentences

assuming the Company will remain eligible to be smaller reporting company.

The Company evaluating the impact of this new standard will

have on Company’s consolidated financial statements and related disclosures.

In December 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.

Early 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.

believes the adoption of this new standard will not have a material impact on Company’s consolidated financial statements and related

The Company is currently evaluating the impact of this new

standard on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt

6 unchanged sentences

reporting periods beginning July 1, 2022.

Early adoption is permitted, but no earlier than fiscal years beginning after July 1, 2021,

including interim periods within those fiscal years.

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.

The Company believes the adoption of this

new standard will not have a material impact on Company’s consolidated financial statements and related disclosures.

The Company adopted this new standard on July 1, 2021 on its accounting for the convertible

notes issued in December 2021.

In October 2020, the FASB issued ASU 2020-08,

“Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”.

“Codification Improvements to Subtopic 310-20, Receivables—Non-refundable Fees and Other Costs”.

The amendments in this

4 unchanged sentences

beginning July 1, 2021.

Early application is not permitted.

All entities should apply the amendments in this Update on a prospective basis

as of the beginning of the period of adoption for existing or newly purchased callable debt securities.

These amendments do not change

the effective dates for Update 2017-08.

The Company believes the adoption of this new standard will not have a material impact on Company’s

consolidated financial statements and related disclosures.

All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period

of adoption for existing or newly purchased callable debt securities.

These amendments do not change the effective dates for Update 2017-08.

The adoption of this new standard did not have a material impact on the Company’s consolidated financial statements and related

In October 2020, the FASB issued ASU 2020-10,

7 unchanged sentences

business entities.

Early application is permitted.

The amendments in this Update should be applied retrospectively.

The Company believes

the adoption of this new standard will not have a material impact on Company’s consolidated financial statements and related disclosures.

Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material

effect on the Company’s consolidated financial statements.

The adoption of this new standard did not have a material

impact on the Company’s consolidated financial statements and related disclosures.

The Company does not believe other recently issued

but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial

DISPOSAL OF VIE AND SUBSIDIAIRIES

On December 31, 2021, the Company entered into

a series of agreements to terminate its variable interest entity (“VIE”) structure and deconsolidated its formerly controlled

entity Sino-Global Shipping Agency Ltd.

(“Sino-China”).

The Company controlled Sino-China through its wholly owned subsidiary

Trans Pacific Shipping Limited (“Trans Pacific Beijing”).

The Company made the decision to dissolve the VIE structure and

Sino-China because Sino-China has no active operations and the Company wanted to remove any potential risks associated with any VIE structures.

In addition, the Company dissolved its subsidiary Sino-Global Shipping LA, Inc.

On March 14, 2022, the company discontinued its subsidiary

Sino-Global Shipping Canada, Inc., no gain or loss was recognized in the deconsolidation.

Since the disposal did not represent any strategic

change of the Company’s operation, the disposal was not presented as discontinued operations.

Net assets of the entities disposed and loss on

disposal was as follows:

For the Year Ended

June 30, 2021

Total current assets

Total other assets

Total current liabilities

Total net assets

Noncontrolling interests

Exchange rate effect

Total loss on disposal

CRYPTOCURRENCIES

following table presents additional information about cryptocurrencies:

at June 30, 2020

of cryptocurrencies from mining services

at June 30, 2021

The following table presents additional information

about cryptocurrencies:

Beginning balance

Receipt of cryptocurrencies from mining services

Impairment loss

Ending balance

Impairment loss amounted to $ 170,880 for the year

ended June 30, 2022.

There is no impairment loss for the year ended June 30, 2021.

ACCOUNTS RECEIVABLE, NET

Company’s net accounts receivable are as follows:

accounts receivable

The Company’s net accounts receivable are

Trade accounts receivable

allowances for doubtful accounts

1 unchanged sentence

( 3,475,769 )

receivable, net

of allowance for doubtful accounts are as follows:

Accounts receivable, net

Movement of allowance for doubtful accounts are

Beginning balance

Provision for doubtful accounts, net of recovery

( 8,220,754 )

Exchange rate effect

2 unchanged sentences

provision for doubtful accounts was $ 257 and $ 1,033,407 , respectively.

The Company recovered $ 2,512 and $ 99,366 of accounts receivable

for the years ended June 30, 2021 and 2020, respectively.

The Company wrote off nil and $ 8,220,754 of accounts receivable for the years

ended June 30, 2021 and 2020, respectively.

The Company recovered nil and $ 2,512 of accounts receivable for

the year ended June 30, 2022 and 2021, respectively.

OTHER RECEIVABLES, NET

Company’s other receivables are as follows:

The Company’s other receivables are as follows:

Advances to customers*

3 unchanged sentences

( 6,024,266 )

Other receivables, net – continuing operations

* As of June 30, 2021 and 2020, the Company entered into certain contracts

with customers (state-owned entities) where the Company’s services included freight costs and cost of commodities to be shipped

to customers’ designated locations.

The Company prepaid the costs of commodities and recognized as advance payments on behalf of

its customers.

These advance payments on behalf of the customers will be repaid to the Company when either the contract terms are expired

or the contracts are terminated by the Company.

As aforementioned customers were negatively impacted by the pandemic and required additional

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

Due to significant uncertainty on whether the delayed contracts

will be executed timely.

As such, the Company had provided an allowance due to contract delay and recorded allowances of approximately

$ 10.0 million for the year ended June 30, 2020.

For the year ended June 30, 2021, the Company recovered $4,786,814 of the reserved amount.

of allowance for doubtful accounts are as follows:

Other receivables, net

* In fiscal year 2019 and 2020, the Company entered into contracts with

several customers where the Company’s services included both freight charge and cost of commodities to be shipped to customers’

designated locations.

The terms of the contracts required the Company to prepay the commodities.

The Company prepaid for the commodities

and reclassified the payment as other receivables as the payments were paid on behalf of the customers.

These payments will be repaid

to the Company when either the contract is executed or the contracts are terminated by either party.

The customers were negatively impacted

by the pandemic and required additional time to execute the contracts, due to significant uncertainty on whether the delayed contracts

will be executed timely, the Company had provided an allowance due to contract delay and recorded allowances of approximately $ 6.0 million

as of June 30, 2021.

For the years ended June 30, 2022 and 2021, the Company recovered $ 1,934,619 and nil of these payment, respectively.

Movement of allowance for doubtful accounts are

Beginning balance

Provision (recovery) for doubtful accounts

Recovery for doubtful accounts

( 1,934,619 )

1 unchanged sentence

Ending balance

the year ended June 30, 2021 and 2020, the provision for doubtful accounts of other receivables was nil and $ 10,055,203 , respectively.

The Company recovered $ 4,786,814 and nil of other receivables for the years ended June 30, 2021 and 2020.

For the years ended June 30,

2021 and 2020, the Company wrote off $ 11,665 and $ 1,763 of other receivables respectively.

ADVANCES TO SUPPLIERS

Company’s advances to suppliers – third parties are as follows:

The Company’s advances to suppliers – third parties are

Freight fees (1)

(1) The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments from July to September 2021.

On December 1, 2020, the Company entered into a freight logistics services and import contract with a third party for equipment import.

Per contract term, the Company will act as their freight carriers and in charge the import matter of such equipment.

The Company agreed to pay a deposit of $ 580,000 which is based on 20 % of the total carrying value of equipment on behalf of customer to secure the equipment.

The advance will be repaid to the Company when the contract is fulfilled in around December 2021

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Company’s prepaid expenses and other assets are as follows:

(including prepaid professional fees, rent, listing fees)

allowances for doubtful accounts

Advances to suppliers-third parties, net

(1) The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments from July 2021 to December 31, 2022.

The Company provided allowance of $ 300,000 for the year ended June 30, 2022.

PREPAID EXPENSES AND OTHER CURRENT

The Company’s prepaid expenses and other assets are as follows:

Prepaid income taxes

Other (including prepaid professional fees, rent, listing fees)

OTHER LONG-TERM ASSETS – DEPOSITS,

Company’s other long-term assets – deposits are as follows:

The Company’s other long-term assets –

deposits are as follows:

Rental and utilities deposits

4 unchanged sentences

Other long-term assets- deposits, net

(1) Certain customers require the Company to pay certain deposits for the

security of shipments and merchandise.

These deposits are refundable at the end of their respective contract term.

Approximately $ 3.1

million (RMB 20 million) of the balance was paid to BaoSteel Resources Co., Ltd.

according to the agreement entered in March 2018.

refundable deposit is to cover any possible loss of merchandise, as well as any non-performance on the part of the Company and its vendors.

The restricted deposit is expected be repaid to the Company when either the contract terms are expired by March 2023 or the contract is

terminated by the Company.

Due to impact of COVID-19 and recent rising freight costs, the Company has not been able to fulfill the contracts

and expect it may not be able to collect the full deposit, as such the Company provided full allowance for the $ 3.1 million deposit with

of allowance for deposits are as follows:

(1) On March 8, 2018, the Company entered into contract with BaoSteel Resources

Co., Ltd (“BaoSteel”) to provide supply chain services for BaoSteel.

The contract required the Company to pay BaoSteel approximately

$ 3.1 million (RMB 20 million) of deposit.

This refundable deposit is to cover any possible loss of merchandise, as well as any non-performance

on the part of the Company and its vendors.

The restricted deposit is expected be repaid to the Company when either the contract term

expires by March 2023 or the contract is terminated by either party.

Due to impact of COVID-19 and recent rising freight costs, the Company

has not been able to fulfill the contract to BaoSteel and expect it may not be able to collect the full deposit, as such the Company

provided full allowance for the $ 3.1 million deposit with BaoSteel in fiscal year 2021.

During fiscal year 2022, the Company wrote off

the $ 3.1 million deposit.

Movements of allowance for deposits are as follows:

Beginning balance

Allowance for deposits

( 3,173,408 )

Exchange rate effect

1 unchanged sentence

PROPERTY AND EQUIPMENT, NET

Company’s net property and equipment as follows:

The Company’s net property and equipment are as follows:

Motor vehicles

4 unchanged sentences

Leasehold improvements

Mining equipment

Impairment reserve

( 1,236,282 )

Accumulated depreciation and amortization

( 1,368,649 )

Property and equipment, net

and amortization expenses for the years ended June 30, 2021 and 2020 were $ 406,553 and $ 320,737 , respectively.

* For the year ended June 30, 2021 and 2020, impairment of $ 855,230 and $ 127,177 was recorded due to continued decrease in revenues from the inland transportation management and container trucking segments and mining equipment which were not in use since June 2021 due to recent regulation change.

In addition, the Company disposed of one vehicle resulting in a loss from disposal of $ 6,312 .

INTANGIBLE ASSETS, NET

intangible assets consisted of the following:

service logistics platforms

Accumulated amortization

full service logistics platform was placed in services in December 2017.

The platforms are being amortized over three years.

expenses amounted to $ 26,389 and $ 81,557 for the years ended June 30, 2021 and 2020, respectively.

addition, first phase of the ERP system was placed in use in July 2019 and is being amortized over three years.

However, due to the continued

decrease in revenues from the inland transportation management segment, the Company recorded an impairment of $ 200,455 for the year ended

June 30, 2020.

No impairment was recorded for same period of 2021.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Depreciation and amortization expenses for the years ended June 30,

2022 and 2021 were $ 533,638 and $ 432,941 , respectively.

Impairment loss amounted to $ 410,552 and $ 825,731 for the years ended June 30,

2022 and 2021, respectively.

ACCRUED EXPENSES AND OTHER CURRENT

Salary and reimbursement payable

Professional fees payable

Credit card payable

Professional fees and other expense payable

Interest payable

LOANS PAYABLE

May 11, 2020, the Company received loan proceeds in the amount of approximately $ 124,570 under the U.S.

Small Business Administration

(“SBA”) Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and

Economic Security Act (the “CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average

monthly payroll expenses of the qualifying business.

The loans and accrued interest are forgivable after eight weeks (or an extended

24-week covered period) as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities,

and maintains its payroll levels.

The loan forgiveness amount will be reduced for any Economic Injury Disaster Loan (“EIDL”)

advance that the Company receives.

The amount of loan forgiveness will be further reduced if the borrower terminates employees or reduces

salaries during the eight-week period.

On February 24, 2021, the full amount of PPP loan was forgiven and no principle or interest need

to be repaid, so the Company record such as a gain for the year ended June 30, 2021.

As of June 30, 2021, none of PPP loan payable remains

May 26, 2020, the Company received an advance in the amount of $ 155,900 from under the SBA EIDL program administered by the SBA pursuant

to the CARES Act.

Such advance amount will reduce the Company’s PPP loan forgiveness amount described above.

In accordance with

the requirements of the CARES Act, the Company will use proceeds from the SBA loans primarily for working capital to alleviate economic

injury caused by disaster occurring in the month of January 31, 2020 and continuing thereafter.

The SBA loans are scheduled to mature

on May 22, 2050 and have a 3.75% interest rate and are subject to the terms and conditions applicable to loans administered by the SBA

under the CARES Act.

The monthly payable of $731, including principal and interest, commenced on May 22, 2021.

The balance of principal

and interest will be payable 30 years from the date of May 22, 2020.

On May 11, 2020, the Company received loan proceeds

in the amount of approximately $ 124,570 under the U.S.

Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), provides for loans

to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

The loans and

accrued interest are forgivable after eight weeks (or an extended 24-week covered period) as long as the borrower uses the loan proceeds

for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The loan forgiveness amount

will be reduced for any Economic Injury Disaster Loan (“EIDL”) advance that the Company receives.

The amount of loan forgiveness

will be further reduced if the borrower terminates employees or reduces salaries during the eight-week period.

On February 24, 2021, the

full amount of PPP loan was forgiven and no principle or interest need to be repaid, so the Company recorded such as a gain for the year

ended June 30, 2021.

As of June 30, 2021, none of the PPP loan payable remained outstanding.

On May 26, 2020, the Company received an advance

in the amount of $ 155,900 under the SBA EIDL program administered by the SBA pursuant to the CARES Act.

Such advance amount will reduce

the Company’s PPP loan forgiveness amount described above.

In accordance with the requirements of the CARES Act, the Company will

use proceeds from the SBA loans primarily for working capital to alleviate economic injury caused by disaster occurring in the month of

January 31, 2020 and continuing thereafter.

The SBA loans are scheduled to mature on May 22, 2050 and have a 3.75% interest rate and are

subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act.

The monthly payable of $731, including

principal and interest, commenced on May 22, 2021.

The balance of principal and interest will be payable 30 years from the date of May

$5,900 of the loan will be forgiven.

As of June 30, 2021, $155,405

of loan payable remains outstanding.

Interest expense for the year ended June 30, 2021 for this loan was $ 5,839 .

repayment schedule for the EIDL loans is as follows:

Months Ending June 30,

loan payments

Company determines if a contract contains a lease at inception.

US GAAP requires that the Company’s leases be evaluated and classified

as operating or finance leases for financial reporting purposes.

The classification evaluation begins at the commencement date and the

lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset,

together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option

which result in an economic penalty.

All of the Company’s leases are classified as operating leases.

The Company has several vehicle lease agreements and office lease agreements

with lease terms ranging from two to three years .

Upon adoption of ASU 2016-02, the Company 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 approximately 10.35 %.

As of June 30, 2021, ROU assets and lease liabilities amounted

to $ 417,570 and $ 430,000 (including $ 192,044 from lease liabilities current portion and $ 237,956 from lease liabilities noncurrent portion),

respectively and weighted average discount rate was approximately 10.35 %.

The Company’s lease

agreements do not contain any material residual value guarantees or material restrictive covenants.

The leases generally do not contain

options to extend at the time of expiration and the weighted average remaining lease terms are 3.31 years.

the years ended June 30, 2021 and 2020, rent expense amounted to approximately $ 310,000 and $ 284,000 , respectively.

five-year maturity of the Company’s lease obligations is presented below:

As of December 31, 2021, the Company has paid off the balance of the EIDL loan.

expense for the year ended June 30, 2022 and 2021 for this loan was $ 2,404 and $ 5,839 , respectively.

CONVERTIBLE NOTES

On December 19, 2021,

the Company issued two Senior Convertible Notes (the “Convertible Notes”) to two non-U.S.

investors for an aggregate purchase

price of $ 10,000,000 .

The Convertible Notes

bear an interest at 5 % annually and may be converted into shares of the Company’s common stock, no par value per share at a conversion

price of $ 3.76 per share, the closing price of the common stock on December 17, 2021.

The Convertible Notes are unsecured senior obligations

of the Company, and the maturity date of the Convertible Notes is December 18, 2023.

The Company may repay any portion of the outstanding

principal, accrued and unpaid interest, without penalty for early repayment.

The Company may make any repayment of principal and interest

in (a) cash, (b) common stock at the conversion price or (c) a combination of cash or common stock at the conversion price.

The investors may convert

any conversion amount into common stock on any date beginning on June 19, 2022.

The Company evaluated the convertible notes agreement

under ASC 815 Derivatives and Hedging (“ASC 815”) amended by ASU 2020-06.

ASC 815 generally requires the analysis embedded

terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where

their economic risks and characteristics are not clearly and closely related to the risks of the host contract.

Based on terms of the

convertible notes agreements, the Company’s notes are convertible for a fixed number of shares and do not require the Company to

None of the embedded terms required bifurcation and liability classification.

On March 8, 2022, the

Company issued amended and restated the terms of the notes and issued the Amended and Restated Senior Convertible Notes (the “Amended

and Restated Convertible Notes”) to the investors to change the principal amount of the Convertible Notes to an aggregate principal

amount of $ 5,000,000 .

There other terms of the notes remained unchanged.

The terms of the Amended

and Restated Convertible Notes are the same as that of the original Convertible Notes, except for the reduced principal amount and the

waiver of interest for the $5,000,000 payment made on March 8, 2022.

For the year ended June

30, 2022, interest expenses related to the aforementioned convertible notes amounted to $ 132,977 , respectively.

The Company determines if a contract contains

a lease at inception which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and

US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial

reporting purposes.

The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the

non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the

exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty.

Company’s leases are classified as operating leases.

The Company has several lease agreements with

lease terms ranging from two to five years .

As of June 30, 2022, ROU assets and lease liabilities amounted to $ 732,744 and $ 1,318,847

(including $ 471,976 from lease liabilities current portion and $ 846,871 from lease liabilities non-current portion), respectively and

weighted average discount rate was approximately 10.89 %.

The Company’s lease agreements do not contain

any material residual value guarantees or material restrictive covenants.

The leases generally do not contain options to extend at the

time of expiration and the weighted average remaining lease terms are 3.94 years.

For the years ended June 30, 2022 and 2021, rent

expense amounted to approximately $ 779,841 and $ 310,000 , respectively.

Impairment loss amounted to $ 595,753 for the year ended June 30, 2022.

No impairment loss was recognized for the year ended June 30, 2021.

The five-year maturity of the Company’s

lease obligations is presented below:

Twelve Months Ending June 30,

1 unchanged sentence

Present value of lease liabilities

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.

The Company and Mr.

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

Pursuant to the aforementioned

agreement, the Company received proceeds of $ 940,131 for fiscal year 2020.

From July to September 2020, the Company received remaining

proceeds of $ 59,869 .

The full amount of subscription receivable has been paid off.

On December 9, 2019, the

Company authorized the cancellation of the 35,099 of the Company’s treasury shares.

The shares were cancelled as of June 30, 2020.

The cancellation has no effect on the Company's total shareholders' equity and earnings per share.

After the close of the stock market on July 7,

7 unchanged sentences

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 certain securities purchase agreement with certain “non-U.S.

Persons” as defined

in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company sold an aggregate of 720,000 shares of the Company’s

common stock, no par value, and warrants to purchase 720,000 Shares at a per share purchase price of $ 1.46 .

The net proceeds to the Company

from such offering were approximately $ 1.05 million.

The warrants will be exercisable on March 16, 2021 at an exercise price of $ 1.825

The warrants may also be exercised cashlessly if at any time after March 16, 2021, there is no effective registration statement

registering, or no current prospectus available for, the resale of the warrant shares.

those that have resulted from the stock options, and warrants exercisable for common stock.

Stock issuances:

On September 17, 2020, the Company entered into

certain securities purchase agreement with certain “non-U.S.

Persons” as defined in Regulation S of the Securities Act of

1933, as amended, pursuant to which the Company sold an aggregate of 720,000 shares of the Company’s common stock, no par value,

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

The net proceeds to the Company from such offering were

approximately $ 1.05 million.

The warrants became exercisable on March 16, 2021 at an exercise price of $ 1.825 per share.

may also be exercised cashlessly if at any time after March 16, 2021, there is no effective registration statement registering, or no

current prospectus available for, the resale of the warrant shares.

The warrants will expire on March 16, 2026.

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.

November 2 and November 3, 2020, the Company issued 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, no par value, 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 to purchase

up to 1,032,000 shares of common stock.

The purchase price for each share of Series A Preferred Stock and accompanying warrants is $ 1.66 .

The net proceeds to the Company from this offering was approximately $ 1.43 million, not including any proceeds that may be received upon

cash exercise of the warrants.

The warrants will be exercisable six (6) months following the date of issuance at an exercise price of

$ 1.99 for cash.

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 the 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

of the warrants if the closing price of the common stock equals or exceeds $ 5.97 for twenty (20) consecutive trading days, provided,

among other things, that the shares issuable upon exercise of the warrants 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.

In February 2021, the shareholders approved the preferred shareholders’ right to convert 860,000

shares of Series A Preferred Stock into 860,000 shares of common stock in the Company’s annual meeting of shareholders.

30, 2021, the Series A Preferred Stock have been fully converted to common stock on a one-for-one basis.

December 8, 2020, the Company entered into a securities purchase agreement with the investors thereto pursuant to which the Company sold

to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,560,000 shares of

the common stock of the Company, no par value per share, at a purchase price of $ 3.10 per share, for aggregate gross proceeds to the

Company of $ 4,836,000 .

The Company also sold 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 are initially exercisable beginning on December 11, 2020 and will 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.

January 27, 2021, the Company entered into a securities purchase agreement with the non-U.S.

investors thereto pursuant to which the

Company sold to the investors, and the investors purchased from the Company, an aggregate of 1,086,956 shares of common stock, no par

value, and warrants to purchase 5,434,780 shares.

The net proceeds to the Company from such Offering were approximately $ 4.0 million.

The purchase price for each share of common stock and five warrants is $ 3.68 , and the exercise price per warrant is $ 5.00 .

will be exercisable at any time during the period beginning on or after July 27, 2021 and ending on or prior on January 27, 2026 but

not thereafter;

provided, 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 $ 0.3 billion for a three consecutive month period

prior to an exercise.

February 6, 2021, the Company entered into a securities purchase agreement with the investors pursuant to which the Company sold to the

investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,998,500 shares of the common

stock of the Company, no par value per share, at a purchase price of $ 6.805 per share.

Net proceeds to the Company from the sale of the

shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately $ 12.4 million.

Company also sold 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 shall be initially exercisable upon issuance and expire five and a half (5.5) 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.

February 9, 2021, the Company entered into a securities purchase agreement with the investors pursuant to which the Company sold to the

investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 3,655,000 shares of the common

stock of the Company, no par value per share, at a purchase price of $ 7.80 per share.

Net proceeds to the Company from the sale of the

shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately $ 26.1 million.

Company also sold to the investors warrants to purchase up to an aggregate of 3,655,000 shares of common stock at an exercise price of

$ 7.80 per share.

The warrants shall be initially exercisable upon issuance and expire five and a half (5.5) 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.

the year ended June 30, 2021, the shareholders exercised warrants to purchase 1,791,666 shares of common stock, 1,532,869 shares are

issued of which 317,869 shares are exercised cashlessly, for aggregate net proceeds to the Company of approximately $ 4.8 million.

Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are

considered to be indexed to the Company’s own stock and require net share settlement.

The fair value of the warrants were recorded

as additional paid-in capital from common stock

is a summary of the status of warrants outstanding and exercisable as of June 30, 2021:

outstanding, as of June 30, 2020

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 of 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 warrants 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 November 2 and November 3, 2020, the Company

issued 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, no par value, 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 to purchase up to 1,032,000 shares of common stock.

price for each share of Series A Preferred Stock and accompanying warrants is $ 1.66 .

The net proceeds to the Company from this offering

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

The warrants became

exercisable six (6) months following the date of issuance at an exercise price of $ 1.99 per share.

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 the

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 of the warrants if the closing price of the common stock

equals or exceeds $ 5.97 for twenty (20) consecutive trading days, provided, among other things, that the shares issuable upon exercise

of the warrants 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.

In February 2021, the shareholders

approved the preferred shareholders’ right to convert 860,000 shares of Series A Preferred

Stock into 860,000 shares of common stock in the Company’s annual meeting of shareholders.

As of June 30, 2021, the Series

A Preferred Stock have been fully converted to common stock on a one-for-one basis.

On December 8, 2020, the Company entered into

a securities purchase agreement with certain investors thereto pursuant to which the Company sold to the investors, and the investors

purchased from the Company, in a registered direct offering, an aggregate of 1,560,000 shares of the common stock of the Company, no par

value per share, at a purchase price of $ 3.10 per share, and warrants to purchase up to an aggregate of 1,170,000 shares of common stock

of the Company at an exercise price of $ 3.10 per share, for aggregate gross proceeds to the Company of $ 4,836,000 .

The warrants are initially

exercisable beginning on December 11, 2020 and will 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.

On January 27, 2021, the Company entered into

a securities purchase agreement with certain non-U.S.

investors thereto pursuant to which the Company sold to the investors, and the investors

purchased from the Company, an aggregate of 1,086,956 shares of common stock, no par value, and warrants to purchase 5,434,780 shares.

The net proceeds to the Company from this offering were approximately $ 4.0 million.

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 became exercisable at any time during the period

beginning on or after July 27, 2021 and ending on or prior on January 27, 2026 but not thereafter;

provided, 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 $ 0.3 billion for a three consecutive month period prior to an exercise.

On February 6, 2021, the Company entered into

a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased

from the Company, in a registered direct offering, an aggregate of 1,998,500 shares of the common stock of the Company, no par value per

share, at a purchase price of $ 6.805 per share.

Net proceeds to the Company from the sale of the shares and the warrants, after deducting

estimated offering expenses and placement agent fees, were approximately $ 12.4 million.

The Company also sold 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 are exercisable

upon issuance and expire five and a half ( 5.5 ) 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.

On February 9, 2021, the Company entered into

a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased

from the Company, in a registered direct offering, an aggregate of 3,655,000 shares of the common stock of the Company, no par value per

share, at a purchase price of $ 7.80 per share.

Net proceeds to the Company from the sale of the shares and the warrants, after deducting

estimated offering expenses and placement agent fees, were approximately $ 26.1 million.

The Company also sold to the investors warrants

to purchase up to an aggregate of 3,655,000 shares of common stock at an exercise price of $ 7.80 per share.

The warrants are exercisable

upon issuance and expire five and a half ( 5.5 ) 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.

On December 14, 2021,

the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with non-U.S.

investors and accredited

investors pursuant to which the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of

3,228,807 shares of common stock, no par value, and warrants to purchase 4,843,210 shares.

The purchase price for each share of common

stock and one and a half warrants is $ 3.26 , and the exercise price per warrant is $ 4.00 .

The Company received net proceed of $ 10,525,819

and issued 3,228,807 shares and 4,843,210 warrants.

In connection with the issuance, the Company issued 500,000 shares to a consultant

in assisting the Company in finding potential investors.

The warrants will be

exercisable at any time during the Exercise Window.

The “Exercise Window” means the period beginning on or after June 14,

2022 and ending on or prior to 5:00 p.m.

(New York City time) on December 13, 2026 but not thereafter;

provided, 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 $ 150,000,000 for a three consecutive month period prior to an exercise.

The Company’s outstanding warrants are classified

as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own

stock and require net share settlement.

The fair value of the warrants was recorded as additional paid-in capital from common stock

On January 6, 2022, the

Company entered into Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant to which the Company

agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the

Warrants back to the Company.

These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021,

February 10, 2021, and March 14, 2018.

The purchase price for each Warrant is $ 2.00 .

Following announcement of the Warrant Purchase Agreements

on January 6, 2022, the Company agreed to repurchase an additional 103,200 warrants from other Sellers on the same terms as the previously

announced Warrant Purchase Agreements.

The aggregate number of warrants repurchased under the Warrant Purchase Agreements was 3,974,000 .

On January 7, 2022, the Company wired the purchase

price to each Seller.

Each Seller has agreed to deliver the Warrant to the Company for cancellation as soon as practicable following the

closing date, but in no event later than January 13, 2022.

The Warrants are deemed cancelled upon the receipt by the Sellers of the purchase

Following is a summary of the status of warrants

outstanding and exercisable as of June 30, 2022:

Warrants outstanding, as of June 30, 2021

( 1,296,000 )

outstanding, as of June 30, 2021

exercisable, as of June 30, 2021

( 3,974,000 )

Warrants outstanding, as of June 30, 2022

Warrants exercisable, as of June 30, 2022

Warrants Outstanding

2018 Series A, 400,000

1 unchanged sentence

2021 warrants, 11,088,280

based compensation :

March 2017, the Company entered into a consulting and advisory services agreement with a consulting entity, which provides management

consulting services that include marketing program design and implementation and cooperative partner selection and management.

period began in March 2017 and will end in February 2020.

The Company issued 50,000 shares of common stock as remuneration for the services,

which were issued as restricted shares at $ 12.65 per share on March 22, 2017 to the consultant.

These shares were valued at $ 632,500

and the consulting expense was $ 140,556 for the year ended June 30, 2020.

June 7, 2018, the Company issued 80,000 shares of common stock with a fair value of $ 508,000 to a consulting entity pursuant to a service

The scope of services primarily covers legal consultation in PRC during the two-year service period from July 2018 to June

The consulting entity is entitled to be granted the common stock on a quarterly basis in eight equal installments.

recorded compensation expense of $ 254,000 for the year ended June 30, 2020.

April 8, 2019, the Company entered into a consulting services agreement with a consulting entity, which provides management consulting

and advisory services.

The scope of services primarily covered advising on business development, strategic planning and compliance during

the six months service period from April 8, 2019 to October 7, 2019.

The Company issued 60,000 shares of common stock as remuneration

for the services, which were issued as restricted shares at $4.25 per share on April 16, 2019 to the consulting entity.

were valued at $255,000.

The Company recorded compensation expense of $ 127,500 for the year ended June 30, 2020.

July 1, 2019, the Company issued 120,000 restricted shares of common stock with a fair value of $ 432,000 to a China-based company that

specializes in the port agency business and/or its designees pursuant to a consulting service agreement.

The scope of services primarily

covers business consultation for one year from July 1, 2019 to June 30, 2020.

The Company can terminate the agreement if they are not

satisfy with the performance of the consulting firm and the consulting firm should return all the issued shares.

The Company recorded

compensation expense of $ 432,000 for the year ended June 30, 2020.

in a Board resolution dated January 30, 2016, the Company’s CEO is authorized to grant to the employees up to one million shares

under the Company’s 2014 Stock Incentive Plan (the “Plan”).

On July 22, 2019, the Company granted 18,000 shares of

restricted common stock valued at $ 3.50 per share on the grant date with an aggregated fair value of $ 63,000 under the Plan to one employee,

vesting immediately.

The Company recorded compensation expense of $ 63,000 for the year ended June 30, 2020.

August 26, 2019, the Company issued 8,000 shares of common stock valued at $ 3.60 per share on the grant date with an aggregated fair

value of $ 28,800 to Chineseinvestors.com as settlement of a breach of service contract lawsuit.

The Company recorded compensation expense

of $ 28,800 for the year ended June 30, 2020.

October 3, 2019, the Company issued 230,000 shares of common stock valued at $ 0.68 per share on the grant date with an aggregated fair

value of $ 156,400 under the Plan to one employee, vesting immediately.

The Company recorded compensation expense of $ 156,400 for the

year ended June 30, 2020.

October 14, 2019, the Company entered into a consulting services agreement with a consulting entity, which provides management consulting

and advisory services.

The scope of services primarily covered advising on business development, strategic planning and compliance during

the six months service period from October 14, 2019 to April 13, 2020.

The Company issued 300,000 shares of common stock valued at $ 222,000

as remuneration for the services.

The shares bear a standard restrictive legend under the Securities Act of 1933, as amended.

recorded compensation expense of $ 222,000 for the year ended June 30, 2020.

June 30, 2020, the Company issued 50,000 shares of common stock valued at $ 3.05 per share on the grant date with a fair value of $ 152,500

under the 2014 Stock Incentive Plan to two employees, vesting immediately.

The Company recorded compensation expense of $ 152,500 for

the year ended June 30, 2020.

the years ended June 30, 2021 and 2020, nil and $ 1,576,756 were recorded as stock-based compensation expense, respectively.

summary of the outstanding options is presented in the table below:

outstanding, as of June 30, 2020

forfeited or expired

outstanding, as of June 30, 2021

exercisable, as of June 30, 2021

is a summary of the status of options outstanding and exercisable at June 30, 2021:

Stock-based compensation:

By action taken as of August 13, 2021, the Board

of Directors (the “Board”) of the Company and the Compensation Committee of the Board (the “Committee”) approved

a one-time award of a total of 1,020,000 shares of the common stock under the Company’s 2014 Stock Incentive Plan (the “Plan”)

to, including (i) a one-time stock award grant of 600,000 shares to Chief Executive Officer, Lei Cao, (ii) a one-time stock award grant

of 200,000 shares to acting Chief Financial Officer, Tuo Pan, (iii) a one-time stock award grant of 160,000 shares to Board member, Zhikang

Huang, (iv) a one-time stock award grant of 20,000 shares to Board member, Jing Wang, (v) a one-time stock award grant of 20,000 shares

to Board member, Xiaohuan Huang, and (vi) a one-time stock award grant of 20,000 shares to Board member, Tieliang Liu.

The shares were

valued at an aggregate of $ 2,927,400 based on the grant date fair value of such shares.

On November 18, 2021, Mr.

Jing Wang retired from

his position as a member of the Board, the Chairperson of the Committee, a member of Nominating/Corporate Governance Committee, and a

member of the Audit Committee.

In connection with Mr.

Wang’s retirement, the Company granted Mr.

Wang 100,000 shares of common stock

under the Company’s 2021 stock incentive plan, which shares were valued at $ 377,000 based on the grant date fair value.

On February 4, 2022, the Company approved a one-time

award of a total of 500,000 shares of common stock under the Company’s 2021 Stock Incentive Plan to certain executive

officers of the Company, including Chief Executive Officer, Yang Jie (300,000 shares), Chief Operating Officer, Jing Shan (100,000 shares),

and Chief Technology Officer, Shi Qiu (100,000 shares).

The total fair value of the grants amounts to $2,740,000 based on the grant

date share price of $5.48.

On February 16, 2022, the Company’s Board

approved a consulting agreement pursuant to which the Company will pay the consultant a monthly fee of $ 10,000 and 100,000 shares of the

Company’s common stock.

The shares were valued at $ 7.42 at grant date with a grant date fair value of $ 742,000 to be amortized through

October 31, 2022.

Stock compensation expenses for this contract were $ 412,222 for the year ended June 30, 2022.

In connection with the purchase order between

SOSNY and Thor Miner (see note 2), the Company issued 800,000 restricted shares to Future Tech Business Consulting (“Future Tech”)

pursuant to an Advisory Agreement under which Future Tech was to assist to the Company to find suitable buyers for cryptocurrency mining

machines sold by Thor Miner.

The shares were valued at approximately $ 3.6 million and the Company recorded the full amount as stock compensation

expense for the year ended June 30, 2022.

During the years ended June 30, 2022 and 2021,

$ 10,064,622 and nil were recorded as stock-based compensation expense, respectively.

Stock Options:

A summary of the outstanding options is presented

in the table below:

Options outstanding, as of June 30, 2021

Cancelled, forfeited or expired

Options outstanding, as of June 30, 2022

Options exercisable, as of June 30, 2022

Following is a summary of the status of options

outstanding and exercisable as of June 30, 2022:

Outstanding Options

Exercisable Options

Exercise Price

NON-CONTROLLING INTEREST

Company’s non-controlling interest consists of the following:

The Company’s non-controlling interest consists

of the following:

Original paid-in capital

4 unchanged sentences

( 5,894,103 )

( 5,465,346 )

Trans Pacific Logistics Shanghai Ltd.

6 unchanged sentences

Contingencies

Labor Contract Law of the PRC requires employers to insure the liability of the severance payments for terminated employees that have

worked for the employers for at least two years prior to January 1, 2008.

The employers will be liable for one month for severance pay

for each year of the service provided by the employees.

As of June 30, 2021 and 2020, the Company has estimated its severance payments

of approximately $ 107,000 and $ 84,000 , respectively, which have not been reflected in its consolidated financial statements, because

management cannot predict what the actual payment, if any, will be in the future.

has employment agreements with each of Mr.

From time to time, the Company may be subject

to certain legal proceedings, claims and disputes that arise in the ordinary course of business.

Although the outcomes of these legal

proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on

its financial position, results of operations or liquidity.

SOS Information Technology

New York, Inc.

(“SOSNY”), a company incorporated under the laws of state of New York and a wholly owned subsidiary of SOS

Ltd., filed a December 9, 2022 lawsuit in the New York State Supreme Court against Thor Miner, Inc., which is Singularity’s joint

venture (“Thor Miner”), Singularity Future Technology Ltd.

(“Singularity” or the “Company,” and, together

with Thor Miner, referred to as the “Corporate Defendants”), Lei Cao, Yang Jie, John F.

Levy, Tieliang Liu, Tuo Pan, Shi Qiu,

Jing Shan, and Heng Wang (jointly referred to as the “Individual Defendants”) (collectively, the Individual Defendants and

the Corporate Defendants are the “Defendants”).

SOSNY and Thor Miner entered into a January 10, 2022 Purchase and Sale Agreement

(the “PSA”) for the purchase of $200,000,000 in crypto mining rigs, which SOSNY claims was breached by the Defendants.

first purchase order under the PSA was for $80,000,000 of crypto mining rigs.

SOSNY and Defendants

entered into a certain settlement agreement and general mutual release with an Effective Date of December 28, 2022 (“Settlement

Pursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of thirteen million in U.S.

dollars ($ 13,000,000 )

(the “Settlement Payment”) to SOSNY in exchange for SOSNY dismissing the lawsuit with prejudice as to the settling Defendants

and without prejudice as to all others.

The full Settlement Payment was received by SOSNY on December 28, 2022.

SOSNY dismissed the lawsuit

with prejudice against Singularity (and other Defendants) on December 28, 2022.

Singularity and Thor

Miner further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology Co.,

(“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to exceed forty million,

five hundred sixty thousand, five hundred sixty-nine dollars ($ 40,560,569.00 ) (which is the total amount paid by SOSNY pursuant to the

PSA less the price of the machines actually received by SOSNY pursuant to the PSA).

The Settlement Payment and any payments subsequently

received by SOSNY from HighSharp shall be deducted from the total amount of forty million, five hundred sixty thousand, five hundred sixty-nine

dollars ($ 40,560,569.00 ) previously paid by, and now due and owing to SOSNY.

In further consideration of the Settlement Agreement, Thor

Miner agreed to execute and provide to SOSNY, within seven (7) business days after SOSNY’s receipt of the Settlement Payment, an

assignment of all claims it may have against HighSharp or otherwise to the proceeds of the PSA.

See Note 21 for further details.

Lawsuits in connection with the Securities

Purchase Agreement

On September 23, 2022,

Hexin Global Limited and Viner Total Investments Fund filed a lawsuit against the Company and other defendants in the United States District

Court for the Southern District of New York (the “Hexin lawsuit”).

On December 5, 2022, St.

Hudson Group LLC, Imperii Strategies

LLC, Isyled Technology Limited, and Hsqynm Family Inc.

filed a lawsuit against the Company and other defendants in the United States District

Court for the Southern District of New York (the “St.

Hudson lawsuit,” and together with the Hexin lawsuit, the “Investor

The plaintiffs in the Investor Actions are investors that entered into a securities purchase agreement (“Securities

Purchase Agreement”) with the Company in late 2021.

Each of these plaintiffs asserts causes of action for, among other things, violations

of federal securities laws, breach of fiduciary duty, fraudulent inducement, breach of contract, conversion, and unjust enrichment, and

seeks monetary damages and specific performance to remove legends from certain securities sold pursuant to the Securities Purchase Agreement.

The Hexin lawsuit claims monetary damages of “at least $ 6 million,” plus interest, costs, fees, and attorneys’ fees.

Hudson lawsuit claims monetary damages of “at least $ 4.4 million,” plus interest, costs, fees, and attorneys’

Lawsuit in connection with the Financial

Advisory Agreement

On October 6, 2022, Jinhe

Capital Limited (“Jinhe”) filed a lawsuit against the Company in the United States District Court for the Southern District

of New York, asserting causes of actions for, among other things, breach of contract, breach of the covenant of good faith and fair dealing,

conversion, quantum meruit, and unjust enrichment, in connection with a financial advisory agreement entered into by and between Jinhe

and the Company on November 10, 2021.

Jinhe claims monetary damages of “at least $ 575,000 ” and “potentially exceeding

$ 1.8 million,” plus interest, costs, and attorneys’ fees.

On January 10, 2023, St.

Hudson lawsuit was consolidated with this lawsuit and Hexin lawsuit;

on February 24, 2023, all three consolidated

actions were dismissed without prejudice by the court, in furtherance of the parties having reached an agreement in principle to settle

their disputes.

Putative Class Action

On December 9, 2022,

Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the Company

between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the United States District

Court for the Eastern District of New York, alleging violations of federal securities laws related to alleged false or misleading disclosures

made by the Company in its public filings.

The plaintiff seeks unspecified damages, plus interest, costs, fees, and attorneys’ fees.

As this action is still in the early stage, the Company cannot predict the outcome.

In addition to the above litigations, the

Company is also subject to additional contractual litigations as to which it is unable to estimate the outcome.

Government Investigations

Following a publication

issued by Hindenburg Research dated May 5, 2022, the Company received subpoenas from the United States Attorney’s Office for the

Southern District of New York and the United States Securities and Exchange Commission.

The Company is cooperating with the government

regarding these matters.

At this early stage, the Company is not able to estimate the outcome or duration of the government investigations.

Employee Agreement

For the year ended June 30, 2022, the Company had employment agreements

with each of Mr.

Tuo Pan and Mr.

Zhikang Huang.

These employment agreements provide for five-year

terms that extend automatically in the absence of termination notice provided at least 60 days prior to the anniversary date of the agreement.

If the Company fails to provide this notice or if the Company wishes to terminate an employment agreement in the absence of cause, then

the Company is obligated to provide at least 30 days’ prior notice.

In such case during the initial term of the agreement, the

Company would need to pay such executive (i) the remaining salary through the date of December 31, 2023, (ii) two times of the then applicable

annual salary if there has been no change in control, as defined in the employment agreements or three-and-half times of the then applicable

annual salary if there is a change in control.

March 27, 2020, the CARES Act was enacted and signed into law and includes, among other things, refundable payroll tax credits, deferment

of employer side social security payments, net operating loss carryback periods and alternative minimum tax credit refunds.

does not at present expect the provisions of the CARES Act to have a material impact on its tax provision given the amount of net operating

losses currently available.

Company’s income tax expenses for the years ended June 30, 2021 and 2020 are as follows:

Employment agreement of Mr.

Lei Cao provided for a ten-year term that extended

automatically in the absence of termination notice provided at least 30 days prior to the fifth anniversary date of the agreement.

agreements of Mr.

Tuo Pan and Mr.

Yang Jie provided for five-year terms that extended automatically in the absence of termination notice

provided at least 30 days prior to the fifth anniversary date of the agreement.

If the Company failed to provide this notice or if the

Company wished to terminate an employment agreement in the absence of cause, then the Company was obligated to provide at least 30 days’

prior notice.

In such case during the initial term of the agreement, the Company would need to pay such executive (i) the remaining salary

through the date of October 31, 2026.

In addition, to pay Mr.

Lei Cao and Ms.

Tuo Pan (ii) two times of the then applicable annual salary

if there had been no change in control, as defined in the employment agreements or three-and-half times of the then applicable annual

salary if there was a change in control.

The employment agreements for Ms.

Tuo Pan and Mr.

Yang Jie were terminated in 2022, the Company

has no remaining obligation under such agreements.

Cao’s employment agreement with the Company was terminated, discussed in

more detail under Note 21.

On March 27, 2020, the CARES Act was enacted and

signed into law and includes, among other things, refundable payroll tax credits, deferment of employer side social security payments,

net operating loss carryback periods and alternative minimum tax credit refunds.

The Company does not at present expect the provisions

of the CARES Act to have a material impact on its tax provision given the amount of net operating losses currently available.

The Company’s income tax expenses for years

ended June 30, 2022 and 2021 are as follows:

the Years Ended

income tax expense

$ ( 186,021 )

tax expense for the years ended June 30, 2021 and 2020 varied from the amount computed by applying the statutory income tax rate to income

before taxes.

Reconciliations between the expected federal income tax rates using 21 % for the year ended June 30, 2021 and 2020 to the

Company’s effective tax rate are as follows:

Statutory tax rate

in valuation allowance

differential in foreign jurisdiction

* Permanent difference includes non-deductible expenses.

Company’s deferred tax assets are comprised of the following:

for doubtful accounts

operating loss

deferred tax assets

Total income tax expenses

Income tax expense for the years ended June 30,

2022 and 2021 varied from the amount computed by applying the statutory income tax rate to income before taxes.

Reconciliations between

the expected federal income tax rates using 21 % for the year ended June 30, 2022 and 2021 to the Company’s effective tax rate are

US Statutory tax rate

Permanent difference*

Change in valuation allowance

Rate differential in foreign jurisdiction

* Permanent difference includes non-deductible expenses mainly

stock compensation.

The Company’s deferred tax assets are comprised

of the following:

Allowance for doubtful accounts

Net operating loss

Total deferred tax assets

Valuation allowance

( 8,400,000 )

( 9,353,000 )

tax assets, net - long-term

Company’s operations in the U.S.

incurred a cumulative U.S.

federal net operating loss (“NOL”) of approximately $ 6,456,000

as of June 30, 2020 which may reduce future federal taxable income.

During the year ended June 30, 2021, approximately $ 6,087,000 of

additional NOL was generated and the tax benefit derived from such NOL was approximately $ 1,278,000 , respectively.

As of June 30, 2021,

the Company’s cumulative NOL amounted to approximately $ 12,543,000 which may reduce future federal taxable income, of which approximately

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

Company’s operations in China incurred a cumulative NOL of approximately $ 5,961,000 as of June 30, 2020 which may reduce future

taxable income.

During the year ended June 30, 2021, approximately $ 65,000 of additional NOL was generated and the tax benefit derived

from such NOL was approximately $ 16,000 , respectively.

As of June 30, 2021, the Company’s cumulative NOL amounted to approximately

$ 6,026,000 which may reduce future taxable income, of which approximately $ 700,000 start expiring from 2023 and the remaining balance

of NOL will be expired by 2026.

Company 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 the Company’s 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

The Company determined that it is more likely than not its deferred tax assets could not be realized due to uncertainty on future

earnings as a result of the deterioration of trade negotiation between US and China and the outbreak of COVID-19 in 2021.

provided a 100 % allowance for its DTA as of June 30, 2021.

The net increase in valuation for the year ended June 30, 2021 amounted to

approximately $ 1,890,000 based on management’s reassessment of the amount of the Company’s deferred tax assets that are more

likely than not to be realized.

Company’s taxes payable consists of the following:

income tax payable

Deferred tax assets, net - long-term

The Company’s operations in the U.S.

a cumulative U.S.

federal net operation loss (“NOL”) of approximately $ 12,543,000 as of June 30, 2021, which may reduce

future federal taxable income.

During the year ended June 30, 2022, approximately $9,700,000 of NOL was generated and the tax benefit

derived from such NOL was approximately 2,000,000.

As of June 30, 2022, the Company’s cumulative NOL amounted to approximately $22,200,000 which may reduce future federal taxable income, of which approximately $1,400,000 will expire in 2037 and the remaining balance carried

forward indefinitely.

The Company’s operations in China incurred a cumulative NOL of

approximately $ 6,026,000 as of June 30, 2021 which was mainly from Sino-China which was disposed during the year ended June 30, 2022.

During the year ended June 30, 2022, additional NOL of approximately $ 4,845,000 was generated.

As of June 30, 2022, the Company’s

cumulative NOL amounted to approximately 1,283,000 which may reduce future taxable income which will expire by 2026.

The Company periodically evaluates the likelihood

of the realization of deferred tax assets (“DTA”) 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 the Company’s 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.

The Company determined that

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

reorganization and venture into new businesses.

The Company provided a 100 % allowance for its DTA as of June 30, 2022.

The net decrease

in valuation for the year ended June 30, 2022 amounted to approximately $ 953,000 , based on management’s reassessment of the amount

of the Company’s deferred tax assets that are more likely than not to be realized.

The Company’s taxes payable consists of

the following:

VAT tax payable

Corporate income tax payable

CONCENTRATIONS

For the year ended June 30, 2021, one customer accounted

Major Customers

For the year ended June 30, 2022, two customers

accounted for 45.6 % and 27.9 % of the Company’s gross revenues.

As of June 30, 2022, two customers accounted for 43.3 % and

10.4 % of the Company’s accounts receivable, net.

For year ended June 30, 2021, one customer accounted

for approximately 94.4 % of the Company’s revenues.

1 unchanged sentence

Company’s accounts receivable, net.

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.

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

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

Major Suppliers

For the year ended June 30, 2022, two suppliers

accounted for approximately 26.3 % and 24.1 % of the total gross purchases, respectively.

For the year ended June 30, 2021, two suppliers

accounted for approximately 55.4 % and 28.6 % of the total costs of revenue, respectively.

SEGMENT REPORTING

280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent

with the Company’s internal organizational structure as well as information about geographical areas, business segments and major

customers in consolidated financial statements for detailing the Company’s business segments.

Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate

operating segments when making decisions about allocating resources and assessing the performance of the group.

The Company has determined

that it has three operating segments:

(1) shipping agency and management services;

(2) freight logistics services and (3) container trucking

following tables present summary information by segment for the years ended June 30, 2021 and 2020, respectively:

the Year Ended June 30, 2021

ASC 280, “Segment Reporting”, establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in consolidated financial statements for detailing

the Company’s business segments.

The Company’s chief operating decision maker is the Chief Operating

Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and

assessing the performance of the group.

As of June 30, 2022, the Company had two operating segments:

(1) freight logistics services and

(2) sales of crypto-mining machines.

For the year ended June 30, 2021, the Company also engaged in shipping agency and management services,

which were carried out by its subsidiary in the U.S.

The Company no longer operates in the shipping agency segment because it did not

receive any new orders for its services due to the uncertainty of the shipping management market which was negatively impacted by the

COVID-19 pandemic.

The following tables present summary information

by segment for the years ended June 30, 2022 and 2021, respectively:

For the Year Ended June 30, 2022

Crypto-mining

Cost of revenues

$ ( 305,859 )

$ ( 148,059 )

Depreciation and amortization

1 unchanged sentence

Gross margin%

the Year Ended June 30, 2020

$ 4,368,596 *

$ 2,795,859 *

and amortization

capital expenditures

* For certain freight logistics contracts that the Company entered into with customers starting from first quarter of fiscal year 2020, the Company (i) acts as an agent in arranging the relationship between the customer and the third-party service provider and (ii) does not control the services rendered to the customers, revenues related to these contracts are presented net of related costs.

For the year ended June 30, 2020, gross revenues and gross cost of revenues related to these contracts amounted to approximately $ 25.8 million and $ 24.3 million, respectively.

There was no such transaction for the year ended June 30, 2021.

assets as of:

For the Year Ended June 30, 2021

Crypto-mining

Cost of revenues

Depreciation and amortization

Total capital expenditures

Gross margin%

Total assets as of:

Shipping Agency and Management Services

Freight Logistic Services

Container Trucking Services

Company’s operations are primarily based in the PRC and U.S, where the Company derives all of their revenues.

Management also review

consolidated financial results by business locations.

Disaggregated

information of revenues by geographic locations are as follows:

the Years Ended

Sales of crypto-mining machines

The Company’s operations are primarily based

in the PRC and U.S, where the Company derives all of its revenues.

Management also reviews consolidated financial results by business

Disaggregated information of revenues by geographic

locations are as follows:

For the Years Ended

Total revenues

RELATED PARTY BALANCE AND TRANSACTIONS

from related party, net

of June 30, 2021 and 2020, the outstanding amounts due from related parties consist of the following:

Advance to suppliers-related party

The Company’s advances to suppliers – related party are

Bitcoin mining hardware and other equipment (1)

Total Advances to suppliers-related party

(1) On January 10, 2022, the Company’s joint venture, Thor Miner, entered

into a Purchase Agreement with HighSharp.

Pursuant to the Purchase Agreement, Thor agreed to purchase certain cryptocurrency mining equipment.

In January and April 2022, Thor Miner made total prepayment of $35,406,649 for the order .

The Company also entered into sales contract

with SOS information Technology New York Inc (“SOSNY”) which specify the products to be delivered within 120 days from acceptance

of contract and received a total deposit from SOSNY in the amount of $ 48,930,000 .

The Company shipped cryptocurrency mining machines to SOSNY worth $ 1,325,520 for the year ended June 2022 and $ 6,153,546 from July to December 2022.

Due to production issues from HighSharp, Thor was not able to timely

deliver the full quantity of cryptocurrency mining machines to SOSNY under the PSA according to contract and was sued by SOSNY for breach

of contract on December 9, 2022.

The Company entered into settlement agreement SOSNY effective on December

28, 2022, under which the Company will repay $ 13.0 million to SOSNY and terminate the previous agreements and balance of the deposits.

The Company also assigned to SOSNY the right for the deposit that Thor has paid to HighSharp.

As of December 22, 2022, the balance of advance to HighSharp and deposit

from SOSNY amounted to $ 27,927,583 and $ 40,560,569 , respectively.

Thor Minor paid $ 13.0 million on December 23, 2022 to SOSNY

and wrote off the balance of the deposit it received from SOSNY and the balance of its payment to HighSharp resulting in net bad debt

expenses of $ 367,014 .

Due from related party, net

As of June 30, 2022 and June 30, 2021, the outstanding

amounts due from related parties consist of the following:

Tianjin Zhiyuan Investment Group Co., Ltd.

Zhejiang Jinbang Fuel Energy Co., Ltd (2)

Shanghai Baoyin Industrial Co., Ltd (3)

LSM Trading Ltd (4)

Rich Trading Co.

allowance for doubtful accounts

(1) In June 2013, the Company signed a five-year

global logistic service agreement with Tianjin Zhiyuan Investment Group Co., Ltd.

(“Zhiyuan Investment Group”) and TEWOO Chemical&

Light Industry Zhiyuan Trade Co., Ltd.

( 2,449,700 )

In June 2013, the Company signed a five-year global logistic service agreement with Tianjin Zhiyuan Investment Group Co., Ltd.

(“Zhiyuan Investment Group”) and TEWOO Chemical& Light Industry Zhiyuan Trade Co., Ltd.

(together with Zhiyuan Investment Group, “Zhiyuan”).

Zhiyuan Investment Group is owned

In September 2013, the Company executed an inland transportation management service contract with the Zhiyuan Investment

Group whereby it would provide certain advisory services and help control potential commodities loss during the transportation process.

in late 2020, Mr, Zhang started selling off his shares of the Company and does not own shares of the Company as of June 30, 2021 and

no longer a related party.

Management’s reassessed the collectability and decided to make additional $ 345,898 allowance for doubtful

accounts as of June 30, 2021.

For the years ended June 30, 2021 and 2020, the Company recovered $ 10,000 and $ 41,341 , respectively, of

allowance for doubtful accounts of the amount due from Zhiyuan.

(2) The Company advanced Zhejiang Jinbang Fuel

Energy Co., Ltd (“Zhejiang Jinbang”) $ 477,278 and Zhejiang Jinbang return $ 46,376 for the year ended June 30, 2021.

of the advance is non interest bearing and due on demand.

receivable- related parties

June 10, 2021, the Company entered a loan agreement with Wang Qinggang, CEO and legal representative of Trans Pacific Logistic Shanghai

The loan amounted to $ 619,329 (RMB 4 million) and will be repaid in June 2023.

On April 10, 2021, the Company entered into a

loan agreement with Shanghai Baoyin Industrial Co., Ltd.

which is 30 % owned by Wang Qinggang.

The loan amounted to $ 4,644,969 (RMB 30,000,000

$ 619,329 (RMB 4,000,000 ) has been repaid as of June 30, 2021 and the rest of the loan $ 4,025,640 (RMB 26,000,000 ) is to be repaid

in April 2023.

The loan is unsecured and non-interest bearing.

As of June 30, 2021, the Company had payable to

the CEO of $ 11,303 and to the acting CFO of $ 2,516 which were included in other payable.

As of June 30, 2020, the Company had payable

to the CEO of $ 6,279 and to the Acting CFO of $ 26,570 which were included in other payable.

These payments were made on behalf of the

Company for the daily business operational activities.

Zhiyuan Investment Group is owned by Mr.

Zhong Zhang, a former shareholder of the Company.

In September 2013, the Company executed an inland transportation management service contract with the Zhiyuan Investment Group whereby it would provide certain advisory services and help control potential commodities loss during the transportation process.

Starting in late 2020, Mr.

Zhang started selling off his shares of the Company and does not own shares of the Company as of June 30, 2021 and no longer a related party.

Management’s reassessed the collectability and decided to provide full allowance for doubtful accounts as of June 30, 2021.

The Company wrote off the balance in the first quarter of fiscal year 2022.

(2) During third fiscal quarter of

2021, t he Company advanced $ 477,278 to Zhejiang Jinbang Fuel Energy Co., Ltd

(“Zhejiang Jinbang”) which is 30 % owned by Mr.

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai and Zhejiang

Jinbang returned $ 39,356 for the year ended June 30, 2021.

The advance is non-interest bearing and due on demand.

There has been no change

in the balance other than changes as a result of changes in exchange rates.

The Company provided allowance of $ 415,412 for the year

ended June 30, 2022.

(3) From July to December 2021, t he

Company advanced approximately $ 1.6 million to Shanghai Baoyin Industrial Co., Ltd.

which is 30 % owned by Wang Qinggang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

Baoyin repaid

approximately $ 0.3 million in December 2022.

The advance is non-interest bearing and due on demand.

The Company provided allowance of $ 1,306,004

for the year ended June 30, 2022.

(4) The Company advanced $ 570,000 to LSM Trading Ltd, which is 40 % owned by the Company for the year ended June 30, 2022.

The advance is non-interest bearing and due on demand.

The Company provided allowance of $ 570,000 for the year ended June 30, 2022.

(5) On November 16, 2021, the Company entered into a project cooperation

agreement with Rich Trading Co.

Ltd USA (“Rich Trading”) for the trading of computer equipment.

Rich Trading’s bank

account was controlled by now-terminated members of the Company’s management and was, at the time, an undisclosed related party.

According to the agreement, the Company was to invest $ 4.5 million in the trading business operates by Rich Trading and the Company would

be entitled to 90 % of profit generated by the trading business.

The Company advanced $ 3,300,000 for this project.

$ 3,200,000 has

been returned to the Company.

The Company provided allowance of $ 100,000 for the year ended June 30, 2022.

As of June 30, 2022, the Company

also paid for expenses of Rich Trading for $ 3,424 and provided full allowance for the advance.

(6) The amount represents advance for business expenses to Mr.

Lei, former Chairman of the Board.

The Company provided allowance of $ 54,860 for the year ended June 30, 2022.

Business expenses incurred

by Cao Lei amounted to $ 66,842 and $ 120,934 for the years ended June 30, 2022 and 2021.

Loan receivable- related parties (restated)

As of June 30, 2022 and June 30, 2021, the outstanding

loan receivable from related parties consists of the following:

Wang, Qinggang (1)

(1) On June 10, 2021, the Company

entered into a loan agreement with Wang Qinggang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

The loan is non-interest

bearing for loan amount up to $ 630,805 (RMB 4 million).

In February 2022, Wang Qinggang, borrowed and repaid $ 232,340 of

the loan amount.

In June 2022, additional $ 552,285 (RMB 3,700,000 ) was loaned to Wang Qinggang with due date of June 7, 2024.

full amount was returned in September and December 2022.

Other payable - related party

30, 2021, the Company had payable to former Chief Executive Officer of $ 11,303 and to the acting Chief Financial Officer of $ 2,516 which

were included in other current liabilities.

These payments were made on behalf of the Company for the daily business operational

Revenue - related party

For the year ended June 30, 2022, revenue from

related party Zhejiang Jinbang amounted to $ 222,963 .

There was no related party revenue for the year ended June 30, 2021.

SUBSEQUENT EVENTS

July 2021, the company registered a new company Gorgeous Trading Ltd.

Which is 100 % owned by Sino-Global Shipping New York Inc.

company will be mainly responsible for the Company’s smart warehouse and related business in Texas.

action taken as of August 13, 2021, the Board of Directors (the “Board”) of Sino-Global Shipping America, Ltd.

(the “Company”)

and the Compensation Committee of the Board (the “Committee”) approved a one-time award of a total of 1,020,000 of the common

stock from the shares reserved under the Company’s 2014 Stock Incentive Plan (the “Plan”) to (i) Chief Executive Officer,

Lei Cao, is entitled to a one-time stock award grant of 600,000 shares, (ii) acting Chief Financial Officer, Tuo Pan, is entitled to

a one-time stock award grant of 200,000 shares, (iii) Board member, Zhikang Huang, is entitled to a one-time stock award grant of 160,000

shares, (iv) Board member, Jing Wang, is entitled to a one-time stock award grant of 20,000 shares, (v) Board member, Xiaohuan Huang,

is entitled to a one-time stock award grant of 20,000 shares, and (vi) Board member, Tieliang Liu, is entitled to a one-time stock award

grant of 20,000 shares.

Fair value of these grants at grant date was approximately $3.0 million .

On August 31, 2021, the company formed a joint venture,

Phi Electric Motor, Inc.

in New York, which is 51% owned by Sino-Global Shipping New York Inc.

On December 23, 2022, the Company entered into a settlement agreement

with SOSNY in which the Company will repay $ 13.0 million to SOSNY and terminate the previous agreements and balance of the deposits.

Company also assigned to SOSNY the right for the deposit that Thor has paid to HighSharp.

The Company paid SOSNY on December 23, 2022

and the settlement agreement became effective on December 28, 2022.

On January 9, 2023, the

Company, entered into an Executive Separation Agreement and General Release (the “Separation Agreement”), with Lei Cao, an

employee of the Company and a member of the Board, setting forth the terms and conditions related to (1) the termination of Mr.

employment with the Company and the termination of the employment agreement dated as of November 1, 2021 as well as cancellation and/or

termination of certain other agreements relating to Mr.

Cao’s employment with the Company;

Cao’s resignation from

the Board, effective as of January 9, 2023.

Pursuant to the Separation

Agreement, Mr.

Cao submitted a letter of resignation from the Board on January 9, 2023.

In addition, he agreed to forfeit and return to

the Company the 600,000 shares of common stock of the Company granted to him on August 13, 2021 under the terms of the 2014 Equity Incentive

Plan of the Company (the “2021 Shares”).

Cao also agreed to cooperate with the Company regarding certain investigations

and proceedings set forth in the Separation Agreement, and/or any other matters arising out of or related to Mr.

Cao’s relationship

with or service to the Company.

In consideration, the Company agreed to provide the following benefits to which Mr.

Cao was not otherwise

(1) payment of reasonable attorneys’ fees and costs incurred by Mr.

Cao up through January 9, 2023 associated with Mr.

Cao’s personal legal representation in matters relating to Mr.

Cao’s tenure with the Company, the investigations and proceedings

set forth in the Separation Agreement, and the negotiation and drafting of the Separation Agreement;

(2) the release of claims in Mr.

Cao’s favor contained in the Separation Agreement;

and (3) payment of Mr.

Cao’s reasonable and necessary legal fees to the

extent incurred by Mr.

Cao as a result of his cooperation as required by the Company under the terms of the Separation Agreement.

Additionally,

the Separation Agreement contains mutual general releases and waiver of claims from Mr.

Cao and the Company.

On February 4, 2022, the Company approved a one-time

award of a total of 500,000 shares of common stock under the Company’s 2021 Stock Incentive Plan to certain executive

officers of the Company, including Chief Executive Officer, Yang Jie (300,000 shares), Chief Operating Officer, Jing Shan (100,000 shares),

and Chief Technology Officer, Shi Qiu (100,000 shares).

On December 28, 2022 and January 19, 2023, Jing Shan and Yang Jie agreed

to forfeit their shares totaling 400,000.

On December 27, 2022 and December 19, 2022, Jing Shan and Yang Jie each signed a cancellation

agreement to return 100,000 and 300,000 shares, respectively, to the Company for cancellation for no consideration.

The cancellation agreements

and the cancellation of shares underlying thereunder were ratified and approved by the Board on January 19, 2023.

As of the date of this

Report, the 300,000 shares issued to Mr.

Jie were cancelled and the 100,000 shares issued to Ms.

Shan were in the process of being cancelled.

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 9A. Controls and Procedures