What changed in this filing

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Item 9A. Controls and Procedures

2023-09-29 compared with 2023-03-06 · 1243 added, 1312 removed, 1091 unchanged (70% of the section changed)

18 unchanged sentences

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.

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

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;

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

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following material weaknesses for the year ended and as of June 30, 2023:

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;

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;

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.

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);

of proper procedures to maintain supporting documents for accounting record;

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,

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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.

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;

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;

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.

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

up policies and procedures for the Company’s related party identification to properly identify, record and disclose related party

transactions;

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 recorded.

Changes in Internal Control over Financial

8 unchanged sentences

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 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.

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.

Chief Executive Officer, Chairman of the Board

Chief Financial Officer

Zhongliang Xie

Ziyuan Liu has been our

Chief Executive Officer since April 2023 and a director and chairman of the Board since May 2023.

Before joining the Company, Mr.

served as the manager of the North American market development department in Fulongma Group Co., Ltd., a comprehensive environmental sanitation

solutions provider in China, from July 2022 to April 2023.

Prior to that, he worked for Ningbo Shunxiang Group Co., Ltd., a polyester

film manufacturer in China, as the chief operating officer from July 2019 to July 2022.

From July 2018 to June 2019, he served as the

project manager for Shouhang New Energy, a solar photovoltaics and energy storage solutions supplier in China.

Prior to that, he worked

for Hongkun Group, a real estate developer based in China, as the general manger for the Shenzhen area from July 2015 to June 2018.

Liu graduated from Wuhan Institute of Technology with a major in project management.

Ying Cao has been our Chief Financial Officer since August 2023.

He has served as the department

manager and quality control manager at Shaanxi Huaqiang Certified Public Accountants Co., Ltd.

Prior to that, he served as

a project manager in Sigma Accounting Firm from 2007 to 2014.

Cao obtained his bachelor’s degree in accounting from Xi’an

University of Finance and Economics.

Ying Cao is a Certified Public Accountant in China.

Xu Zhao has been a

director since September 2023.

Zhao has worked as the president of Shijiazhuang Juminhui Technology Co., Ltd., a Chinese trading

company since March 2023.

He was the regional manager for Hebei Province of Jiangsu Hengrui Pharmaceuticals Co., Ltd., a Chinese

pharmaceutical company from September 2009 to July 2022.

Zhao received his bachelor’s degree in marketing from Nankai

University Binhai College in 2009.

Haotian Song has been

a director since May 2023.

Song is the founder and chief executive officer of HT Processing, a cross-border payment system provider

with extensive knowledge into Chinese consumer spending habits in hospitality and retail industries, from June 2017 to April 2023.

to that, he served as the chief operating officer of Calabash Brothers LLC, an Asian e-commerce logistics company, from November 2021

to April 2022.

From August 2013 to August 2017, Mr.

Song worked for Go To Travel, a travel agency company providing Asian tour operators

with exclusive wholesale access to top attraction tickets in the east coast, as its general manager.

Song received his bachelor’s

degree in business administration from Baruch College of the City University of New York in 2013.

Zhongliang Xie

Zhongliang Xie has been

a director since July 2023.

He has served as the General Manager of Zhongxing Cai Guanghua Certified Public Accountants, Shaanxi Branch

since January 2019.

He has also served as the vice president of Shanxi NEEQ Federation since January 2017, and an Internal Committee member

of Shanxi Provincial Equity Exchange Center since August 2021.

From April 2008 to December 2018, he worked as the General Manager of Beijing

Xinghua Certified Public Accountants, Xi’an Branch.

From May 2005 to April 2008, he was the Controller of Zhongyi Far East Import

& Export Co., Ltd.

Xie graduated from Bao Ji University majoring in Enterprise Management.

He is a Certified Public Accountant,

Certified Public Valuer and Registered Cost Engineer in China.

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

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 settlement.

Board Diversity Matrix

1 unchanged sentence

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

Diversity Matrix as of March 3, 2023

Board Diversity Matrix as of September 25, 2023

Total Number of Directors

11 unchanged sentences

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.

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.

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

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

4 unchanged sentences

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:

The Audit Committee consists

of Zhongliang Xie and Xu Zhao, who are each independent.

Xie 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 .

Under such 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;

8 unchanged sentences

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:

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;

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;

7 unchanged sentences

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 .

Compensation Committee

The Compensation Committee is composed of three

independent directors including Zhongliang Xie and Xu Zhao.

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:

4 unchanged sentences

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 and Corporate Governance Committee

The Nominating and Corporate Governance Committee

is composed of three independent directors including Zhongliang Xie and Xu Zhao.

Xu Zhao 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.

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.

Compensation Committee Interlocks and Insider

Participation

None of the members of our Compensation Committee,

at any time has at any time, been one of our officers or employees, or, during the last two fiscal years, 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.

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

The 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.

Yang Jie, 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

Zhikang Huang, our former Vice President, Mr.

Jing Shan, our

former Chief Operating Officer, Ziyuan Liu, our Chief Executive Officer, and Dianjiang Wang, our Chief Financial Officer for the years

ended June 30, 2023 and 2022.

Securities- based

$ 426,609 (2)

Former Chief Executive Officer (1)(6)

Former Chief Financial Officer (2)(7)

Zhikang Huang,

Former Vice President and Director (3)(8)

Chief Operating Officer (4)

Former Chief Executive Officer and director (9)

Executive Officer (10)

Dianjiang Wang

Chief Financial Officer (11)

Zhikang Huang,

Vice President and Director (3)(8)

Operating Officer (4)

Former Chief Executive Officer

and director (9)

According to the Employment

Agreement dated January 1, 2019, Mr.

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.

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 was $100,000, effective

January 1, 2019.

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

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.

Pan’s annual 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.

9 unchanged sentences

The shares have been cancelled.

November 1, 2021, Mr.

On 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.

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.

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.

1 unchanged sentence

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 resigned as Chief Executive

Officer and director, following the Board’s decision on August 8, 2022, which adopted the Special Committee’s recommendation

Jie be suspended immediately.

Equity Awards of Named Executive Officers at Fiscal Year-End

According to the Employment Agreement dated April 18, 2023, Mr.

Liu’s compensation consists of an annual base salary of $240,000 in cash and a discretionary annual bonus, effective April 18, 2023.

According to the Employment Agreement dated May 1, 2023, Mr.

Wang’s compensation consists of an annual base salary of $60,00, and a discretionary annual bonus, effective May 1, 2023.

Outstanding Equity Awards of Named Executive

Officers at Fiscal Year-End

Director Compensation

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

The table below sets forth the compensation

received by our directors in the year ended June 30, 2023.

Fees earned or

Jing Wang (5)

This table does not include

John Levy (3)

Tieliang Liu (4)

Ling Jiang (5)

This table does not include Mr.

Ziyuan Liu, our Chief Executive Officer and director, Mr.

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

Zhikang Huang, our former director and Vice President, and

Zhikang Huang, our former director and Vice President, and Mr.

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,

Represents compensation paid to Mr.

Wang for their services as Chairman and member of the Special Committee, respectively, for the period July 2022 to February 2023.

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.

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

On July 3, 2023, Mr.

Tieliang Liu resigned as a director.

On September 28, 2023, Ms.

Ling Jiang 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.

The Company has an employment

agreement with Mr.

Ziyuan Liu, our Chief Executive Officer.

The employment agreement began on April 18, 2022, with a term of one year.

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, Mr.

Liu will receive an annual base

salary of $240,000 in cash, and a discretionary annual bonus.

The Company has an employment

agreement with Mr.

Dianjiang Wang, our Chief Financial Officer.

The employment agreement began on May 1, 2022, with a term of one year.

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, Mr.

Liu will receive an annual base

salary of $60,000 in cash, and a discretionary annual bonus.

The Company had an employment

agreement with Jing Shan, our former Chief Operating Officer.

The employment agreement began on February 8, 2022 and was scheduled to

end on August 4, 2024.

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.

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

such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers

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

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)

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

Her performance

and salary were subject to review at any time, and any increases in her salary that our Board may determine, were to be made on a basis

consistent with the standard practices of our Company.

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

Shan’s annual salary

from $200,000 to $250,000 and she was paid a cash bonus of $50,000 upon conclusion of the Special Committee investigation.

2023, Company terminated the employment of Ms.

Shan for cause.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth

certain information regarding our shares of common stock beneficially owned as of September 25, 2023, for (i) each named executive officer

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

As of September 25, 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 any shares:

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

the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants.

Unless otherwise

indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised

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

In the table below, percentage ownership

is based on 17,515,526 shares of our common stock issued and outstanding as of September 25, 2023.

Name 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.

Zhongliang Xie

All directors and executive officers as a group (Six individuals)

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.

The below table reflects,

as of September 25, 2023, 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)

securities to be

average exercise

available for

future issuance

column (a)) (c)

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

3 unchanged sentences

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.

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 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.

On September 2021, the board granted 1,020,000 shares of common

stock to our officers and directors under the 2014 Incentive Plan.

we may issue options to purchase 47,781 shares under the 2008 Incentive Plan, and we may issue 110,000 and 9,800,000 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, have been canceled.

Certain Relationships and Related

Transactions, and Director Independence.

Related Transactions

Set forth below

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

Set forth below are our transactions with related

persons for the years ended June 30, 2023 and 2022.

Advance to Related Party Suppliers

The Company’s

advances to suppliers – related party are as follows:

The Company’s advances to related party suppliers

are as follows:

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 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.

On January 10, 2022, the Company’s joint venture, Thor Miner, entered into a Purchase and Sales Agreement (“PSA”) with HighSharp.

Pursuant to the Purchase Agreement, Thor Miner agreed to purchase certain cryptocurrency mining equipment.

In January and April 2022, Thor Miner made total prepayment of $35,406,649 for the order and no prepayment as of June 30, 2023.

Due to production issues from HighSharp,

Thor Miner was not able to timely deliver the full quantity of cryptocurrency mining machines to SOSNY under the PSA and was sued by SOSNY

for breach of contract on December 9, 2022.

The Company entered into a settlement

agreement with 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 Miner has paid

to HighSharp.

As of December 22, 2022, the balance

of advances to HighSharp and deposits 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, 2022.

Thor Miner wrote off the balance of the deposit it received

from SOSNY and the balance of its payment to HighSharp resulted in net bad debt expenses of $367,014.

Due from Related Party

As of June 30, 2023 and June

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

Zhejiang Jinbang Fuel Energy Co., Ltd (1)

3 unchanged sentences

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

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.

As of June 30, 2023 and 2022, the Company advanced $458,607 and $415,412 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.

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.

The Company provided allowance of $383,672 and $415,412 for the year ended June 30, 2023 and 2022, and the allowance changes as a result of changes in exchange rates.

As of June 30, 2023 and 2022, the Company advanced approximately $1.1 million and $1.3 million to Shanghai Baoyin Industrial Co., Ltd.

which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

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

The Company provided full credit losses for the balance of the receivable.

As of June 30, 2023, the

Company advanced $570,000 to LSM Trading Ltd, which is 40% owned by the Company.

The advance is non-interest bearing and due

The Company provided full credit losses for the balance of the receivable.

The Company is taking actions in order to pursue

all available legal remedies including lawsuits to recover these funds.

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)

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

The Company advanced $3,303,424 for this project, of which $3,200,000 has been returned to the Company.

The Company provided allowance of $103,424 for the year ended June 30, 2023 and 2022.

The amount represents business advances to Mr.

Lei Cao, the former Chairman of the Board.

During the six months ended June 30, 2023, Lei Cao repaid approximately $54,000, of which approximately $13,000 additional payment was recognized as non-operating income.

The Company provided full credit losses for the remaining balance of the receivable.

Loan Receivable- Related Parties

As of June 30, 2023 and June

1 unchanged sentence

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.

June 10, 2021, the Company entered into a loan agreement with Wang Qinggang, CEO and legal representative of Trans Pacific Logistic Shanghai

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

In February 2022, Wang Qinggang,

borrowed and repaid $232,340 of the loan amount.

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

a 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.

Accounts payable- related parties

As of June 30, 2023 and June

30, 2022, the Company had accounts payable to Rich Trading Co.

Ltd of $63,434.

Due to Related Party

As of June 30, 2023, the Company

owed Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, of $104,962.

These payments were made on behalf of the

Company for the daily 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.

For the year ended June 30,

2023, the company had no revenue from a related party.

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

to which the Company provided logistics services including coal transportation, amounted to $222,963.

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.

Our Board has determined that each of Zhongliang

Xie and Xu Zhao 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.

Set forth below are the aggregate

fees billed by Audit Alliance LLP, our independent registered accounting firm, for the fiscal years ended June 30, 2023 and June 30, 2022

for services rendered by them as our independent registered accounting firm for such years.

Audit-related fees

Total Audit & 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.

Audit fees consist of

fees billed for services rendered for the audit of our financial statements and review of our financial statements included in our quarterly

reports on Form 10-Q and services provided in connection with other statutory or regulatory filings.

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial

statements and not reported under Audit fees.

No such fees were billed in fiscal 2023 or 2022.

Tax fees consist of fees billed

for professional services related to the preparation of our U.S.

federal and state income tax returns and tax advice.

No such fees were

billed by Audit Alliance LLP in fiscal 2023 or 2022.

The Audit Committee pre-approved all Audit-related fees.

After considering the provision

of services encompassed within the above disclosures about fees, the Audit Committee has determined that the provision of such services

is compatible with maintaining Audit Alliance’s independence.

The Audit Committee’s

policy is to pre-approve all audit and non-audit related services, tax services and other services.

Pre-approval is generally provided

for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to

a specific budget..

The independent registered public accounting firm and management are required to periodically report to the full Audit

Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval

and the fees for the services performed to date.

Exhibits, Financial Statement Schedules.

of Incorporation of Singularity Future Technology, Ltd.

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

Articles of Incorporation of Singularity Future Technology, Ltd.

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

Articles 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)

of Warrant, dated December 14, 2021 (9)

Agreement by and between Ms.

Specimen Certificate for Common Stock (4)

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

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

Form of Common Stock Purchase Warrant dated September 2020 (7)

Form of Warrant to purchase Common Stock (8)

Form of Warrant, dated December 14, 2021 (9)

Employment Agreement by and between Ms.

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

Company’s 2021 Stock Incentive Plan (11)

Alliance Agreement by and between Shenzhen HighSharp Electronic Ltd.

Employment Agreement by and between Mr.

Ziyuan Liu and the Company, dated April 18, 2022 (11)

Employment Agreement by and between Mr.

Dianjiang Wang and the Company, dated May 1, 2022 (12)

The Company’s 2021 Stock Incentive Plan (13)

Strategic Alliance Agreement by and between Shenzhen HighSharp Electronic Ltd.

And the Company, dated October 3, 2021 (14)

Letter by and between Mr.

Offer Letter by and between Mr.

Heng Wang and the Company, dated as of November 1, 2021 (15)

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.

Form of Warrant, dated as of December 2021 (16)

Form of Securities Purchase Agreement, dated as of December 2021 (17)

Form of Senior Convertible Note, dated as of December 2021 (18)

Form of Warrant Purchase Agreement, dated as of January 2022 (19)

Purchase and Sale Agreement by and between Thor Miner, Inc.

and the Company, dated January 10, 2022 (20)

Agreement by and between Ms.

Employment Agreement by and between Ms.

Jing Shan and the Company, dated February 8, 2022 (21)

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

Venture Agreement by and between Golden Mainland Inc.

Form of Amended and Restated Senior Convertible Note, dated as of March 2022 (22)

Joint Venture Agreement by and between Golden Mainland Inc.

and the Company, dated April 10, 2022 (23)

3 unchanged sentences

Separation Agreement by and between the Company and Lei Cao, dated as of January 9, 2023 (25)

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

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

and Maxim Group LLC, dated as of February 5, 2021 (26)

Form of Services Agreement

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

of Ethics of the Company (25)

Form of Services Agreement by and between the Company and Chongqing Iron & Steel Ltd

Code of Ethics of the Company (27)

List of subsidiaries of the Company*

3 unchanged sentences

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

XBRL Instance Document*

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

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

Filed herewith.

11 unchanged sentences

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 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2021.

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

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

20 unchanged sentences

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

September 28, 2023

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

/s/ Ziyuan Liu

Director, Chairman of the Board and Chief Executive Officer

September 28, 2023

(Principal Executive Officer)

/s/ Haotian Song

September 28, 2023

/s/ Zhongliang Xie

September 28, 2023

Zhongliang Xie

September 28, 2023

Chief Financial Officer

September 28, 2023

(Principal Financial and Accounting Officer)

Index to Financial Statements

5 unchanged sentences

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.”)

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Singularity Future Technology Ltd.

Opinion on the Financial Statements

1 unchanged sentence

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.

and its subsidiaries (collectively, the “Company”) as of June 30, 2023

and 2022, 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).

opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of June 30, 2023

and 2022, and the results of its operations and its cash flows for the years ended June 30, 2023 and 2022, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

2 unchanged sentences

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

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

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 audits to obtain reasonable assurance about whether

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

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with 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 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

4 unchanged sentences

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

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.

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

March 6, 2023

We have served as the Company’s auditor

since October 28, 2020

AUDIT ALLIANCE LLP ( 3487 )

Headquarters Address:

No 10 Anson Road,

#20-16, International Plaza,

Singapore 079903

SINGULARITY FUTURE TECHNOLOGY, LTD.

September 28, 2023

SINGULARITY FUTURE TECHNOLOGY,

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE

Current assets

5 unchanged sentences

Prepaid expenses and other current assets

Due from related party, net

Due from related party

Loan receivable-related parties, net

Total Current Assets

10 unchanged sentences

Taxes payable

Due to related party

Accrued expenses and other current liabilities

Loan payable - current

Total current liabilities

Lease liabilities - noncurrent

Loan payable-noncurrent

Convertible notes

8 unchanged sentences

( 62,579,592 )

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity attributable to controlling shareholders of the Company

Accumulated other comprehensive income

Total Stockholders’ Equity attributable to controlling

shareholders of the Company

Non-controlling Interest

2 unchanged sentences

Total Liabilities and Equity

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

The accompanying notes

are an integral part of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY,

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

For the Years

CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended

Cost of revenues

5 unchanged sentences

( 9,301,784 )

Impairment loss of investment

Impairment loss of cryptocurrencies

14 unchanged sentences

( 6,131,616 )

Other expenses, net

Lawsuit settlement expenses

( 8,400,491 )

Other income (expenses), net

Net loss before provision for income taxes

11 unchanged sentences

$ ( 28,928,369 )

Other comprehensive income (loss) - foreign currency

Other comprehensive income - foreign currency

Comprehensive loss

2 unchanged sentences

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to controlling shareholders of the Company.

Comprehensive loss attributable to controlling shareholders

of the Company.

$ ( 22,952,349 )

4 unchanged sentences

Basic and diluted

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

The accompanying notes

are an integral part of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY,

AND SUBSIDIARIES

1 unchanged sentence

OF CHANGES IN EQUITY

Additional paid-in

Accumulated other

comprehensive

Noncontrolling

June 30, 2020

BALANCE, June 30, 2021(Restated)

$ ( 34,321,762 )

1 unchanged sentence

$ ( 7,415,631 )

Issuance of common stock to

private placement

Issuance of common stock to

private investors

Stock based compensation to

Cashless exercise of stock warrants

Warrant repurchase

( 7,948,000 )

of preferred stock to private investor

of common stock to private investor

of preferred stock into common stock

( 7,948,000 )

of stock warrants

currency translation

Warrant exercise

of VIE and subsidiaries

Foreign currency translation

( 28,257,830 )

( 28,928,369 )

June 30, 2021(Restated)

BALANCE, June 30, 2022

$ ( 62,579,592 )

$ ( 2,140,890 )

Stock based compensation

to consultants

Cancellation of stock compensation

( 1,000,000 )

of common stock to private placement

of common stock to private investors

based compensation to employee

based compensation to consultants

exercise of stock warrants

Cancellation of shares due

to settlement

( 3,528,807 )

( 2,125,420 )

of VIE and subsidiaries

currency translation

( 2,125,420 )

Foreign currency translation

( 22,996,846 )

June 30, 2022

( 23,098,342 )

BALANCE, June 30, 2023

( 85,576,438 )

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

( 2,219,941 )

The accompanying notes

are an integral part of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY,

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Years Ended

2 unchanged sentences

$ ( 28,928,369 )

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

2 unchanged sentences

Provision for doubtful accounts, net

Impairment loss of fixed assets and intangible

Gain from loan forgiveness

Loss on disposal of fixed assets

Impairment loss of fixed assets and intangible asset

Gain on disposal of ROU

(Gain) loss on disposal of fixed assets

Loss on disposal of subsidiaries

Impairment loss of investment

Impairment loss of cryptocurrencies

1 unchanged sentence

Changes in assets and liabilities

Cryptocurrencies

Accounts receivable

5 unchanged sentences

Other long-term assets – deposits

Due from related parties

Deferred revenue

( 6,888,971 )

Refund payable

( 13,000,000 )

Accounts payable

1 unchanged sentence

Lease liabilities

Accrued expenses and other

current liabilities

( 1,122,791 )

cash provided by (used in) operating activities

Accrued expenses and other current liabilities

Net cash (used in) provided by operating activities

( 33,643,405 )

1 unchanged sentence

Acquisition of property and equipment

( 1,510,379 )

Proceeds from disposal of property and equipment

Loan receivable – related parties

2 unchanged sentences

( 1,923,896 )

cash used in investing activities

Repayment from related parties

Amount paid to Goalowen

( 3,000,000 )

Net cash provided by (used in) investing activities

( 2,225,708 )

( 3,581,676 )

Financing Activities

8 unchanged sentences

Repayment of loan payable

cash provided by financing activities

Effect of exchange rate

fluctuations on cash

Net increase in cash

Payment of legal settlement to cancel shares

( 2,125,420 )

Net cash (used in) provided by financing activities

( 2,125,420 )

Effect of exchange rate fluctuations on cash

Net (decrease) increase in cash

( 38,443,126 )

Cash at beginning of year

3 unchanged sentences

Interest paid

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.

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,

AND AFFILIATES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

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.

The Company is a global logistics integrated

solution provider that was incorporated in the United States in 2001.

On September 18, 2007, the Company amended its Articles of Incorporation

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

The Company primarily focuses on providing

logistics and support to businesses in the Peoples’ Republic of China (“PRC”) and the 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

its expanded operations into the digital assets business.

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 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

For the twelve months ended June 30, 2023, the Company operated in two segments:

(1) freight logistics services, which were operated

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

in the United States.

On Feb 27, 2023, Ningbo Saimeinuo Supply Chain Management Ltd.

changed its name to Ningbo Saimeinuo Web Technology

On March 30, 2023, the board of directors of the Company authorized the Company to conduct an e-commerce business in China.

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

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.

In early December 2022, Chinese

government eased the strict control measures for COVID-19, which led to a surge in increased infections and disruption in our business

Any future impact of COVID-19 on our operating results in China 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.

of June 30, 2023, the Company’s subsidiaries included the following:

Sino-Global Shipping New York Inc.

3 unchanged sentences

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.

21 unchanged sentences

90% owned by Trans Pacific Beijing

Ningbo Saimeinuo Supply Chain Management Ltd.

Ningbo Saimeinuo Web Technology Ltd.

(“SGS Ningbo”)

A PRC limited liability company

13 unchanged sentences

Brilliant Warehouse Service Inc.

(“Brilliant Warehouse”)

A Texas Corporation

7 unchanged sentences

51% owned by SGS NY

SG Shipping &Risk Solution Inc(“SGSR”)

SG Shipping & Risk Solution

A New York Corporation

7 unchanged sentences

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

(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.”

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

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-Global Shipping

(“Sino-China”) was considered a Variable Interest Entity (“VIE”), with the Company as the primary

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/loss from operations was consolidated with that of the Company.

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:

Total current assets

Current liabilities:

Other payables and accrued liabilities

Total liabilities

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.

Company dissolved its subsidiary Sino-Global Shipping Australia Pty Ltd.

and canceled its registration with the State Administration

for Industry and Commerce of the People’s Republic of China on November 9, 2022.

recorded the disposal loss of $ 0.04 million for the year ended June 30, 2023.

(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 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 data.

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.

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.

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 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”).

The Company’s functional currency is the 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”).

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.

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

The exchange rates for the years ended June 30,

1 unchanged sentence

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.

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 U.S.

As of June 30, 2023 and June 30, 2022, cash balances of $ 183,510 and $ 143,044 , respectively, were maintained at

financial institutions in the PRC.

$ 74,533 and $ nil 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, 2023 and

June 30, 2022, cash balances of $ 919,990 and $ 55,636,636 , respectively, were maintained at U.S.

financial institutions.

$ 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

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.

$ 450,636 and

$ 53,869,575 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, 2023 and June

30, 2022, cash balances of $ 16,285,067 and $ 51,701 , respectively, were maintained at financial institutions in Hong Kong, and $ 16,216,393

and $ nil of these balances are not covered by insurance.

As of June 30, 2023 and June 30, 2022, cash balances of $ nil and $ 192 , 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, 2023 and June 30, 2022, amount of deposits the Company had covered by insurance amounted to

$ 647,004 and $ 1,961,997 , respectively.

(f) Cryptocurrencies

5 unchanged sentences

was generated for the year ended June 30, 2023.

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

the related cryptocurrency at the time of receipt.

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

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.

3 unchanged sentences

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.

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.

26 unchanged sentences

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:

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

5 unchanged sentences

Mining equipment

The carrying value of a long-lived asset is considered

impaired by the Company when the anticipated undiscounted cash flows from such asset is less than its carrying value.

If impairment is

identified, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

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, 2022 and 2021, nil and $ 855,230 impairment were recorded, respectively.

carrying value of a long-lived asset is considered impaired by the Company when the anticipated undiscounted cash flows from such asset

is less than its carrying value.

If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds

the fair value of the long-lived asset.

Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate

with the risk involved or based on independent appraisals.

The Company inquired with the car dealer and obtained the following market

value for similar vehicles and provide impairments to carrying value of fixed assets of $ 33,469 .

And no impairments were recorded for

the years ended June 30, 2022.

(i) Investments in unconsolidated entity

3 unchanged sentences

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.

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

11 unchanged sentences

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,

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

4 unchanged sentences

For the year ended June 30, 2023, 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.

invested $ 210,000 and recorded $ 81,640 investment loss in LSM.

The joint venture has not started its operations due to COVID-19.As we

could not get the financial information of the investee, we determined to provide full impairment of our equity investment.

recorded $ 128,360 impairment loss for the year ended June 30, 2023.

(j) Convertible notes

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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 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,

Accordingly, 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.

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

For the year ended June 30, 2023, 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.

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.

Pursuant to the Purchase and Sale Agreement, Thor agreed to sell and the Buyer agreed to purchase certain cryptocurrency mining equipment.

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.

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

1 unchanged sentence

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.

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, 2023, the Company

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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).

Deferred revenue consists primarily of customer

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

Contract balance amounted to $ 66,531

and $ 6,955,577 for the year ended June 30, 2023 and 2022, respectively.

Refund payable amounted to $ nil and $ 13,000,000 for the

year ended June 30, 2023 and 2022, respectively as a result of termination of the contract with customer (See Note 21 for details).

The Company’s disaggregated revenue streams

8 unchanged sentences

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 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:

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.

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.

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

The Company recognizes the tax benefit from an

23 unchanged sentences

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.

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

Common 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, 2023 and 2022, there

13 unchanged sentences

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 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

12 unchanged sentences

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.

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.

7 unchanged sentences

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.

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

(r) Recent Accounting Pronouncements

The Company continually assesses any new accounting

pronouncements to determine their applicability.

When it is determined that a new accounting pronouncement affects the Company’s

financial reporting, the Company undertakes a study to determine the consequences of the change to its condensed consolidated financial

statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial

statements properly reflect the change.

In May 2019, the FASB issued ASU 2019-05, which

9 unchanged sentences

cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.

amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for

certain financial assets previously measured at amortized cost basis.

The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

3 unchanged sentences

In November 2019, the FASB issued ASU No.

2019-10, which

to update the effective date of ASU No.

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

applying for credit losses standard.

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

interim periods within those fiscal years.

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

assuming the Company will remain eligible to be smaller reporting company.

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

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

which to update the effective date of ASU No.

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

companies applying for credit losses standard.

The new effective date for these preparers is for fiscal years beginning after July 1,

2023, including interim periods within those fiscal years.

The Company has not early adopted this update and it will become effective

on July 1, 2023 assuming the Company will remain eligible to be smaller reporting company.

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 with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”.

The amendments in this Update to

address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain

financial instruments with characteristics of liabilities and equity.

ASU 2020-06 is effective for the Company for annual and interim

reporting periods beginning July 1, 2022.

The Company adopted this new standard on July 1, 2021 on its accounting for the convertible

notes issued in December 2021.

The amendments

in this Update to address issues identified as a result of the complexity associated with applying generally accepted accounting principles

for certain financial instruments with characteristics of liabilities and equity.

ASU 2020-06 is effective for the Company for annual

and interim reporting periods beginning July 1, 2022.

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—Non-refundable Fees and Other Costs”.

The amendments in this

Update represent changes to clarify the Codification.

The amendments make the Codification easier to understand and easier to apply by

eliminating inconsistencies and providing clarifications.

ASU 2020-08 is effective for the Company for annual and interim reporting periods

beginning July 1, 2021.

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

The amendments in

this Update represent changes to clarify the Codification.

The amendments make the Codification easier to understand and easier to apply

by eliminating inconsistencies and providing clarifications.

ASU 2020-08 is effective for the Company for annual and interim reporting

periods beginning July 1, 2021.

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 disclosures.

In October 2020, the FASB issued ASU 2020-10,

8 unchanged sentences

The amendments in this Update should be applied retrospectively.

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

The adoption of this new standard did not have a

material impact on the Company’s consolidated financial statements and related disclosures.

On March 28, 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-01, Leases (Topic 842):

Common Control

Arrangements .

The amendments in ASU 2023-01 improve current GAAP by clarifying the accounting for leasehold improvements associated

with common control leases, thereby reducing diversity in practice.

Additionally, the amendments provide investors and other allocators

of capital with financial information that better reflects the economics of those transactions.

The new standard is effective for the

Company for its fiscal year beginning January 1, 2024, with early adoption permitted.

On June 30, 2022, FASB issued ASU No.

2022-03, Fair

Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

ASU 2022-03 clarifies that a contractual sale

restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is

not included in the equity security’s unit of account.

The new standard is effective for the Company for its fiscal year beginning

January 1, 2024, with early adoption permitted.

DISPOSAL OF VIE AND SUBSIDIAIRIES

10 unchanged sentences

Sino-Global Shipping Canada, Inc., no gain or loss was recognized in the deconsolidation.

In November 2022, the Company dissolved its

subsidiary Sino-Global Shipping Australia Pty Ltd., and recorded the disposal loss of $ 0.04 million for the year ended June 30, 2023.

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:

Net assets of the entities disposed and loss

on disposal was as follows:

For the Year Ended

4 unchanged sentences

Total net assets

Exchange rate effect

Total loss on disposal

For the Year Ended

June 30, 2022

Total current assets

Total other assets

Total current liabilities

Total net assets

Noncontrolling interests

8 unchanged sentences

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.

Impairment loss amounted to $ 18,279 and $ 170,880

for the years ended June 30, 2023 and 2022.

ACCOUNTS RECEIVABLE, NET

8 unchanged sentences

Provision for doubtful accounts, net of recovery

Write-off/recovery

Exchange rate effect

1 unchanged sentence

For the years ended June 30, 2023 and 2022, the

provision for doubtful accounts was $ 257 and $ 1,033,407 , respectively.

The Company recovered nil and $ 2,512 of accounts receivable for

the year ended June 30, 2022 and 2021, respectively.

provision for doubtful accounts was $ nil and $ 257 , respectively.

OTHER RECEIVABLES, NET

The Company’s other receivables are as follows:

The Company’s other receivables are as

Advances to customers*

4 unchanged sentences

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.

* 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.

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 full allowance due to contract delay during the fiscal year ended June 30, 2020.

The Company subsequently recovered and $ 1,934,619 in fiscal year 2022.

On March 23, 2023, SG Shipping & Risk

Solution Inc.

an indirect wholly owned subsidiary of SGLY entered into an operating income right transfer contract with Goalowen Inc.

pursuant to which Goalowen agreed to transfer its rights to receive income from operating a certain tuna fishing vessel to SG Shipping

for $ 3 million.

Such contract was signed by the former COO Jing Shan without the Board’s authorization.

On May 5, 2023, Ms.

made a wire transfer of $ 3 million to Goalowen without the Board’s authorization,.

It was recorded as an Advance to customers.

As of June 30, 2023, the Company evaluated the collection possibility, and decided to provide a 100 % allowance provision in the amount

of $ 3 million.

Movement of allowance for doubtful accounts are

1 unchanged sentence

Recovery for doubtful accounts

( 1,934,619 )

Exchange rate effect

1 unchanged sentence

ADVANCES TO SUPPLIERS

The Company’s advances to suppliers – third parties are

The Company’s advances to suppliers –

third parties are as follows:

Freight fees (1)

1 unchanged sentence

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.

(1) The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments from July 2022 to June 2023.

The Company provided allowance of $ 300,000 for the year ended June 30, 2022, and there was no change in the fiscal year 2023.

PREPAID EXPENSES AND OTHER CURRENT

9 unchanged sentences

allowances for deposits

( 3,177,127 )

Other long-term assets- deposits, net

(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.

(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:

5 unchanged sentences

PROPERTY AND EQUIPMENT, NET

The Company’s net property and equipment are as follows:

The Company’s net property and equipment

are as follows:

Motor vehicles

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( 1,233,521 )

( 1,236,282 )

Accumulated depreciation and amortization

( 1,389,240 )

( 1,368,649 )

Property and equipment, net

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.

Depreciation and amortization expenses for the

years ended June 30, 2023 and 2022 were $ 164,348 and $ 533,638 , respectively.

Impairment loss amounted to $ 33,470 and $ 410,552 for the

years ended June 30, 2023 and 2022, respectively.

ACCRUED EXPENSES AND OTHER CURRENT

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Interest payable

LOANS PAYABLE

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 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

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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 .

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.

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For the year ended June

30, 2022, interest expenses related to the aforementioned convertible notes amounted to $ 132,977 , respectively.

30, 2023 and 2022, interest expenses related to the aforementioned convertible notes amounted to $ 250,000 and $ 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

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 obligations.

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 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.

of the 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 %.

As of June 30, 2023, ROU assets and lease liabilities amounted to $ 381,982 and $ 576,032 (including

$ 330,861 from lease liabilities current portion and $ 245,171 from lease liabilities non-current portion), respectively and weighted average

discount rate was approximately 10.61 %.

The Company’s lease agreements do not contain

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expense amounted to approximately $ 549,842 and $ 779,841 , 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.

Impairment loss amounted to $ 371,606 and $ 595,753 for the years ended

June 30, 2023 and 2022.

The Company terminated several lease agreements and resulting in a

gain on disposal of ROU assets of $ 177,970 for the years ended June 30, 2023.

The five-year maturity of the Company’s

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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.

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 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

The warrants may also be exercised on a cashless basis 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.

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

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,

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.

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.

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 on a cashless basis 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.

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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

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

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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.

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, 2022, 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.

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 .

are initially exercisable beginning on December 11, 2020 and will expire three and a half ( 3.5 ) years from the date of issuance.

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.

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

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.

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.

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

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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.

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

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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 .

stock and one and a half warrants was $ 3.26 , and the exercise price per warrant is $ 4.00 .

The Company received net proceed of $ 10,525,819

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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 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

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

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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

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 price.

Following is a summary of the status of warrants

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Warrants outstanding, as of June 30, 2022

( 1,296,000 )

( 3,974,000 )

Warrants outstanding, as of June 30, 2023

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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.

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

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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.

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, 2023.

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expense for the year ended June 30, 2023.

During the years ended June 30, 2022 and 2021,

$ 10,064,622 and nil were recorded as stock-based compensation expense, respectively.

the years ended June 30, 2023 and 2022, $ 329,778 and $ 10,064,622 were recorded as stock-based compensation expense, respectively.

Stock Options:

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Outstanding Options

Exercisable Options

Exercise Price

1 unchanged sentence

NON-CONTROLLING INTEREST

The Company’s non-controlling interest consists

of the following:

Original paid-in capital

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

( 6,266,336 )

( 5,894,103 )

The Company’s non-controlling interest

consists of the following:

Trans Pacific Logistics Shanghai Ltd.

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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.

SOS Information Technology New York, Inc.

a company incorporated under the laws of State of New York and a wholly owned subsidiary of SOS Ltd., filed lawsuit in the New York State

Supreme Court on December 9, 2022 against Thor Miner, Inc., which is Singularity’s joint venture (“Thor Miner”), 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.

SOSNY and Defendants entered into a certain settlement

agreement and general mutual release with an Effective Date of December 28, 2022 (“Settlement Agreement”).

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.

SOSNY dismissed the lawsuit with prejudice against the Company

(and other Defendants) on December 28, 2022.

The Company and Thor Miner further covenanted

and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology Co., Ltd.

(“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 19 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”).

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

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 Actions”).

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.

lawsuit claims monetary damages of “at least $ 4.4 million,” plus interest, costs, fees, and attorneys’ fees.

Lawsuit in connection with the Financial Advisory Agreement

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.

January 10, 2023, St.

Hudson lawsuit was consolidated with this lawsuit and Hexin lawsuit and 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.

The Company, Yang Jie, Jing Shan, and the plaintiffs of the above three actions entered into a certain settlement agreement

and general mutual release with an effective date of March 10, 2023, pursuant to which the Company agreed to pay the sum of $ 10,525,910.82 .

Plaintiffs in the actions agreed to discharge and forever release the defendants in the actions from all claims that were or could have

been raised in those actions, as well as dismissal of each of the actions with prejudice.

The Company has no role or knowledge as to

how the settlement payment will be allocated between and among the plaintiffs.

The Company paid the settlement payment on March 14, 2023.

addition, the plaintiffs agreed to irrevocably forfeit 3,728,807 shares of Common Stock they hold.

The cancellation of 3,528,807 shares

has been completed, while the cancellation of the remaining 200,000 shares is still in processing for the year ended June 30,

The fair value of the shares was $ 2,125,420 at March 10, 2023, the settlement amount over the fair value of the shares to

be cancelled is recorded as other expenses in the Company’s consolidated statement of operations.

The cancellation of 200,000 shares

completed on July 8, 2023

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.

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.

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.

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.

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.

For the year ended June 30, 2023, the Company

had employment agreements with each of Mr.

Tuo Pan and Mr.

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.

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.

Employment 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.

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.

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,

were terminated in 2022, the Company has no remaining obligation under such agreements.

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.

3 unchanged sentences

ended June 30, 2023 and 2022 are as follows:

the Years Ended

For the Years Ended

$ ( 135,855 )

Total income tax expenses

$ ( 135,855 )

Income tax expense for the years ended June 30,

6 unchanged sentences

Rate differential in foreign jurisdiction

* Permanent difference includes non-deductible expenses mainly

stock compensation.

* Permanent difference includes non-deductible expenses mainly stock compensation.

The Company’s deferred tax assets are comprised

13 unchanged sentences

derived from such NOL was approximately $ 8,775,000 .

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.

As of June 30, 2023, the Company’s cumulative NOL amounted to approximately

$ 41,700,000 which may reduce future federal taxable income.

The Company’s operations in China incurred

a cumulative NOL of approximately $ 1,333,000 as of June 30, 2022.

During the year ended June 30, 2023, additional NOL of approximately

$ 370,000 was generated.

As of June 30, 2023, the Company’s cumulative NOL amounted to approximately $ 1,730,000 which may reduce

future taxable income which will expire by 2026.

The Company periodically evaluates the likelihood

21 unchanged sentences

18.1 % 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.

As of June 30, 2021, one customer accounted for approximately 87.6 % of the

Company’s accounts receivable, net.

For the year ended June 30, 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.

Major Suppliers

2 unchanged sentences

For the year ended June 30, 2022, two suppliers

accounted for approximately 55.4 % and 28.6 % of the total costs of revenue, respectively.

accounted for approximately 26.3 % and 24.1 % of the total gross purchases, respectively.

SEGMENT REPORTING

3 unchanged sentences

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.

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, 2023, 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.

freight logistics services and (2) sales of crypto-mining machines.

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

4 unchanged sentences

$ ( 184,496 )

$ ( 148,059 )

Depreciation and amortization

4 unchanged sentences

Cost of revenues

Gross (loss) profit

$ ( 305,859 )

$ ( 148,059 )

Depreciation and amortization

5 unchanged sentences

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.

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

8 unchanged sentences

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 .

(1) On January 10, 2022, the Company’s joint venture, Thor Miner, entered into a Purchase and Sales Agreement (“PSA”) with HighSharp.

Pursuant to the Purchase Agreement, Thor Miner agreed to purchase certain cryptocurrency mining equipment.

In January and April 2022, Thor Miner made total prepayment of $ 35,406,649 for the order and no prepayment as of June 30, 2023.

Due to production issues from HighSharp,

Thor Miner was not able to timely deliver the full quantity of cryptocurrency mining machines to SOSNY under the PSA and was sued by

SOSNY for breach of contract on December 9, 2022.

The Company entered into a settlement

agreement with 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 Miner has paid

to HighSharp.

As of December 22, 2022, the balance

of advances to HighSharp and deposits 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, 2022.

Thor Miner wrote off the balance of the deposit it received

from SOSNY and the balance of its payment to HighSharp resulted in net bad debt expenses of $ 367,014 .

Due from related party, net

1 unchanged sentence

amounts due from related parties consist of the following:

Tianjin Zhiyuan Investment Group Co., Ltd.

Zhejiang Jinbang Fuel Energy Co., Ltd (1)

4 unchanged sentences

( 2,138,276 )

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.

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.

( 2,449,700 )

(1) As of June 30, 2023 and 2022, the Company advanced $ 458,607 and $ 415,412 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.

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 Company provided allowance of $ 383,672 and $ 415,412 for the year ended June 30, 2023 and 2022, and the allowance changes as a result of changes in exchange rates.

(2) As of June 30, 2023 and 2022, the Company advanced approximately $ 1.1 million and $ 1.3 million to Shanghai Baoyin Industrial Co., Ltd.

which is 30 % owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

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 Company provided full credit losses for the balance of the receivable.

(3) As of June 30, 2023, the Company advanced $ 570,000 to LSM Trading Ltd, which is 40 % owned by the Company.

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.

The Company provided full credit losses for the balance of the receivable.

(4) 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)

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

The Company advanced $ 3,303,424 for this project, of which $ 3,200,000 has been returned to the Company.

The Company provided allowance of $ 103,424 for the year ended June 30, 2023 and 2022.

(5) The amount represents business advance to Mr.

Lei Cao, the former Chairman of the Board.

During the six months ended June 30, 2023, Lei Cao repaid approximately $ 54,000 , of which approximately $ 13,000 additional payment was recognized as non-operating income.

The Company provided full credit losses for the remaining balance of the receivable.

Loan receivable- related parties

As of June 30, 2023 and June 30, 2022, the outstanding

1 unchanged sentence

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.

(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

The outstanding loan was fully repaid in December 2022.

Accounts payable - related

As of June 30, 2023 and June 30, 2022, the Company had accounts payable

to Rich Trading Co.

Ltd of $ 63,434 .

Due to Related Party

As of June 30, 2023, the Company had accounts

payable to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, of $ 104,962 .

These payments were made on behalf

of the Company for the daily business operational activities.

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.

For the year ended June 30, 2023, the company

had no revenue from related party.

For the year ended June 30, 2022, revenue from related party, Zhejiang Jinbang, amounted to $ 222,963 .

SUBSEQUENT EVENTS

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.

On July 3, 2023, the Company entered into a Settlement

and Release Agreement with Mr.

Jie which fully resolved his claims against the Company.On July 3, 2023, Mr.

Tieliang Liu resigned as

a director of Singularity Future Technology Ltd.

(the “Company”) and a member of the Compensation Committee, the Audit Committee,

and the Nominating and Corporate Governance Committee.

Liu’s decision did not result from any disagreement with the Company

relating to its operations, policies, or practice.

On July 10, 2023, Company terminated the employment

of its Chief Operating Officer Jing Shan with cause.

The termination was effective immediately.

On July 31, 2023, the Company elected Mr.

Xie as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy

on the Board resulting from the resignation of Mr.

Tieliang Liu.

The Board appointed Mr.

Xie to serve as Chair of the Audit Committee,

a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

On August 15, 2023, Mr.

Wang resigned as the Chief Financial Officer of the Company.

Wang’s decision did not result from any disagreement with the

Company relating to its operations, policies, or practices.

On August 21, 2023, the Company entered into an employment agreement with

Ying Cao to serve as the Chief Financial Officer of the Company.

Ying Cao has served as the department manager and quality control

manager at Shaanxi Huaqiang Certified Public Accountants Co., Ltd.

Prior to that, he served as a project manager in Sigma

Accounting Firm from 2007 to 2014.

Cao obtained his bachelor’s degree in accounting from Xi’an University of Finance

and Economics.

Cao does not have any family relationships with any of the Company’s directors or executive officers.

Nasdaq Listing Deficiencies

On July 7, 2023, the Company received an Notice

of Noncompliance Letter (the “Letter”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules

due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be

held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).

The Letter also

states that the Company has 45 calendar days to submit a plan to regain compliance (the “Plan”) and if Nasdaq accepts the

Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until December 27, 2023, to regain

Nasdaq requires the Plan to be submitted no later than August 21, 2023.

On July 13, 2023, the Company received a notice

from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee requirements under

Nasdaq’s Listing Rule 5605 following the resignation of Tieliang Liu from the Company’s board of directors and audit committee

effective July 3, 2023.

Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a

cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’ meeting or July 3, 2024;

or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence compliance no later

than January 2, 2024.

In response to this notice, on July 31, 2023, the Company elected Mr.

Zhongliang Xie as a Class II independent

director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from

the resignation of Mr.

Tieliang Liu.

The Board appointed Mr.

Xie to serve as Chair of the Audit Committee, a member of the Compensation

Committee and a member of the Nominating and Corporate Governance Committee.

On July 13, 2023, the Company received a notice

from Nasdaq stating that the Company failed to regain compliance with respect to the minimum $ 1 bid price per share requirement under

Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, which ended on July 5, 2023.

However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until January 2, 2024, to regain

Such determination is based on the Company meeting the continued listing requirement for market value of publicly held shares

and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and

the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse

stock split, if necessary.

The Company intends to regain compliance with Nasdaq’s bid price requirement prior to the end of the

second bid price extension.

On August 30, 2023, the Company received a formal

notification from Nasdaq confirming that the Company had regained compliance with the independent director and audit committee requirements

for continued listing on The Nasdaq Capital Market set forth in Listing Rules 5605(b)(1) and 5605(c)(2) by appointing Mr.

Xie to the Company’s board of directors and audit committee on July 31, 2023, and that the matter is now closed.

On August 30, 2023, the Company received a formal

notification from Nasdaq stating that it has determined to grant the Company an extension until December 27, 2023, to regain compliance

with Listing Rule 5620(a), which requires that the Company hold an annual meeting of shareholders within twelve months of the end of

the Company’s fiscal year end.

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