What changed in this filing

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Item 9A. Controls and Procedures

2024-10-15 compared with 2023-09-29 · 1557 added, 1779 removed, 555 unchanged (86% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2023, the Company

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

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

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

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

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

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

Management’s Annual Report on Internal

Control over Financial Reporting

The Company’s management

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

the Securities and Exchange Act of 1934, as amended.

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

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

in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those

policies and procedures that:

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

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

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

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

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

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;

Controls and Procedures

of June 30, 2024, the Company carried out an evaluation, under the supervision of and with the participation of its management, including

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

and procedures.

Based on the foregoing evaluation, the Chief Operating Officer concluded that the Company’s disclosure controls

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

required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in the applicable rules and forms due to ineffective internal controls over financial

reporting as more fully described below.

Annual Report on Internal Control over Financial Reporting

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

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

The Company’s internal control over financial reporting

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

for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial

reporting includes those policies and procedures that:

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.

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set

forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

Based on the Company’s assessment, management has concluded that its internal control over financial reporting was

not effective due to the following material weaknesses for the year ended and as of June 30, 2024:

Lack of segregation of

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

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

Lack of a full time U.S.

GAAP personnel in the accounting department to monitor the recording of the transactions which led to error in revenue recognition in previously issued financial statements;

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

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

Lack of proper procedures in identifying and recording related party transactions which led to restatement of previously issued financial statements (See Note 1 of the accompanying consolidated financial statement footnotes);

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,

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

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

will not be prevented or detected on a timely basis.

In order to remediate the

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

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.

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 record;

Lack of proper oversight

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

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

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

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

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

Hiring additional accounting

staff to report the internal financial timely;

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

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.

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

Strengthening our corporate governance;

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

There has been no change in

our internal control over financial reporting that occurred during the quarter ended June 30, 2023 that has materially affected, or is

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

Setting up budgets and

developing expectations based on understanding of the business operations, compare the actual results with the expectations periodically

and document the reasons for the fluctuations with further analysis.

This should be done by CFO and reviewed by CEO upon their communications

with the Board;

Strengthening our corporate

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 recorded.

in Internal Control over Financial Reporting

has been no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially

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

Other Information.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive Officers

and Corporate Governance.

Positions Held

the quarter ended June 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule

10b5-1 trading arrangements.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Chief Executive Officer, Chairman of the Board

Chief Financial Officer

Director, Vice President

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.

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.

Liu 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.

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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.

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

Jia Yang has served as a vice president of the Company and a director of the Board since August 2024.

Yang was the chief operating

office at Beijing Angda Yingchuang Innovative Materials Technology Co., Ltd.

since January 2023.

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.

Prior to that, she was an executive

officer at Zhongjian Tianxia Beijing Investment Management Co., Ltd.

from October 2021 to December 2022.

From November 2019 to November

Yang was the executive assistant to hotel manager/marketing executive at The Ritz-Carlton Xi’an.

Yang graduated from

Xi’an International Studies University in 2016 with a major in English education.

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 settlement.

Board Diversity Matrix

Pursuant to the Nasdaq’s

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

Board Diversity Matrix as of September 25, 2023

Total Number of Directors

He is a Certified

Public Accountant, Certified Public Valuer and Registered Cost Engineer in China.

Yangyang Xu has served as an independent director of the Company since October 2023.

Xu was as a senior customer manager at Beijing

Sensetime Technology Development Co., Ltd., a leading AI software company focused on innovating for a better AI-empowered future, from

Prior to that, from February 2011 to April 2018, she served as the general manager of communications at Bus Online Technology

Co., Ltd., a company primarily involved in the manufacture and distribution of electronic components.

Before that, Ms.

Xu held managerial

positions with Beijing Sumavision Technology Co., Ltd, and Beijing Gallop Horse Film and Culture Development Group.

Xu received a

bachelor’s degree in management from Harbin University of Commerce in 2006.

in Certain Legal Proceedings

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.

Diversity Matrix

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

Diversity Matrix as of October 15, 2024

Gender Identity

Demographic Background

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

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

ownership and changes in ownership with the SEC.

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

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

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

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

that, during the year ended June 30, 2023, all of our executive officers, directors and greater-than-ten percent stockholders complied

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

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

Section 16(a) Reports

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

stock, file reports of ownership and changes in ownership with the SEC.

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

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

Based solely on our review of the copies of the

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

we believe that, during the year ended June 30, 2024, all of our executive officers, directors and greater-than-ten percent stockholders

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

have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers

responsible for financial reporting.

The code of business conduct and ethics is available at our website at www.singularity.us .

We expect that any amendments

to the code, or any waivers of its requirement, will be disclosed on our website.

Committees of the Board of Directors

Our Board has three standing

We expect that any amendments to the code, or any waivers of its requirement, will be disclosed on our website.

of the Board of Directors

Board has three standing committees:

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

The composition and function

of each committee are described below.

Audit Committee

The Audit Committee consists

of 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 .

The composition and function of each committee are described below.

Audit Committee consists of Zhongliang Xie, Yangyang Xu 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;

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

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

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

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

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

prepare and publish an

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

discuss with management

and the independent auditor the annual audited financial statements and quarterly financial statements, including the Company’s

disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other

matters required to be reviewed under applicable legal, regulatory, professional or NASDAQ requirements;

discuss with management

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

discuss with management

the Company’s risk assessment and risk management policies, including the Company’s major financial risk exposure and

steps taken by management to monitor and mitigate such exposure;

review the Company’s

financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application

and the key accounting decisions affecting the Company’s financial statements, including alternatives to, and the rationale

for, the decisions made;

review and approve the

internal corporate audit staff functions, including:

(i) purpose, authority and organizational reporting lines;

(ii) annual audit plans, budget and staffing;

(ii) annual audit

plans, budget and staffing;

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

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

obtain and review at least annually a formal written report from the independent auditor delineating:

review, with such members

of management as the Committee deems appropriate, the Company’s internal system of audit and financial controls and the results

of internal audits;

obtain and review at least

annually a formal written report from the independent auditor delineating:

the auditing firms internal quality-control procedures;

any material issues raised within the preceding five years by the auditing firms internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm.

The Committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews.

Also, in order to assess auditor independence, the Committee will review at least annually all relationships between the independent auditor and the Company;

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

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

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

any material issues raised within the preceding five years by the auditing firms internal quality-control reviews, by peer reviews

of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm.

The Committee

will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews.

Also, in order to assess

auditor independence, the Committee will review at least annually all relationships between the independent auditor and the Company;

set policies for the hiring

of employees or former employees of the Company’s independent auditor and, at least annually, evaluate the qualifications,

performance and independence of the independent auditors, including an evaluation of the lead audit partner;

and to assure the regular

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

independent auditors;

review and investigate

any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct

as required in the policies of the Company.

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

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

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

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

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

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

Compensation Committee

The Compensation Committee is composed of three

independent directors including Zhongliang Xie and Xu Zhao.

In connection

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

retain such outside counsel,

experts and other advisors as the Committee may deem appropriate in its sole discretion;

review at least annually

the adequacy of this charter and recommend any proposed changes to the Board for approval and assume additional responsibilities

and take additional actions as may be delegated to it by the Board;

establish procedures for

the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for

confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters;

conduct any investigation

appropriate to fulfilling its responsibilities contained in this charter, communicate directly with the independent audit firm and

any employee of the Company, and conduct its activities in accordance with the policies and principles contained in the Company’s

Corporate Governance Principles.

Compensation Committee is composed of three independent directors including Zhongliang Xie, Yangyang Xu and Xu Zhao.

serves as the chairwoman of the Compensation Committee.

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

1 unchanged sentence

Our Compensation Committee is authorized to:

review and determine the compensation arrangements for management;

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

review and determine our stock incentive and purchase plans;

oversee the evaluation of the board of directors and management;

review the independence of any compensation advisers.

Nominating and Corporate Governance Committee

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;

review and determine the

compensation arrangements for management;

establish and review general

compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our

financial goals;

review and determine our

stock incentive and purchase plans;

oversee the evaluation

of the board of directors and management;

review the independence

of any compensation advisers.

and Corporate Governance Committee

Nominating and Corporate Governance Committee is composed of three independent directors including Zhongliang Xie, Yangyang Xu and Xu

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.

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.

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 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.

The following table shows

the annual compensation paid by us to Mr.

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

Yang Jie, our former Chief Executive

Officer and director, Ms.

Tuo Pan, our former Chief Financial Officer, Mr.

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

Lei Cao, our former Chief Executive

Officer and Chairman, Ms.

Yang Jie, our former Chief Executive Officer and director, Ms.

Tuo Pan, our former Chief Financial Officer,

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.

Jing Shan, our former Chief Operating Officer, Ziyuan Liu, our Chief Executive Officer

and Chairman, Dianjiang Wang, our former Chief Financial Officer, and Ying Cao, our Chief Financial Officer for the years ended June

30, 2023 and 2024 .

Securities- based

$ 426,609 (2)

Former Chief Executive Officer (1)(6)

2 unchanged sentences

Former Vice President and Director (3)(8)

Chief Operating Officer (4)

Former Chief Operating Officer (4)

Yang Jie, (5)

Former Chief Executive Officer and director (9)

Executive Officer (10)

Chief Executive Officer (10)

Dianjiang Wang

Former Chief Financial Officer (11)

Chief Financial Officer (12)

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.

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

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.

According to the Employment

Agreement dated November 1, 2021, Ms.

Pan’s annual salary was $400,000, effective November 1, 2021.

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

According to the Employment

Agreement dated January 1, 2019, Mr.

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

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

According to the Employment

Agreement dated August 5, 2021, Ms.

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

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

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

According to the Employment

Agreement dated February 8, 2022, Ms.

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

since August 15, 2022.

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

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

Shan agreed to return to the

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

The shares are being cancelled.

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

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

Pursuant to the cancellation

agreement entered into on December 19, 2022, Mr.

Jie agreed to return to the Company for cancellation 300,000 shares of common stock

of the Company granted to him for his services as an officer of the Company.

The shares have been cancelled.

3 unchanged sentences

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.

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

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

Committee’s recommendation that Mr.

Jie be suspended immediately.

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.

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,

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

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, 2023.

Wang resigned as Chief Financial Officer on August 21, 2023.

According to the Employment Agreement dated August

21, 2023, Mr.

Cao’s compensation consists of an annual base salary of $60,00, and a discretionary annual bonus, effective August

Equity Awards of Named Executive Officers at Fiscal Year-End

table below sets forth the compensation received by our directors in the year ended June 30, 2024.

Fees earned or

John Levy (3)

Zhongliang Xie

Heng Wang (2)

Tieliang Liu (3)

Ling Jiang (4)

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 Mr.

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

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.

Haotian Song (5)

This table does not include

Ziyuan Liu, our Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation Table.

On September 21, 2023,

Heng Wang resigned as a director.

On July 3, 2023, Mr.

Tieliang Liu resigned as a director.

On September 28, 2023, Ms.

Liu resigned as a director.

On September 28, 2023,

Ling Jiang resigned as a director.

Employment Agreements

The Company has an employment

agreement with Mr.

On July 31, 2024, Mr.

Song resigned as a director.

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.

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.

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

Company had an employment agreement with Mr.

Dianjiang Wang, our Former Chief Financial Officer.

The employment agreement began on May

1, 2023, with a term of one year.

Dianjiang Wang resigned in August 2023.

Company has an employment agreement with Mr.

Ying Cao, our Chief Financial Officer.

The employment agreement began on August 21, 2023,

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 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

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

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

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

certain information regarding our shares of common stock beneficially owned as of October 15, 2024, 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.

As of October 15, 2024, 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.

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 3,503,492 shares of our common stock issued and outstanding as of October 15, 2024.

Name and Address of Beneficial Owner (1)

2 unchanged sentences

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 individual’s

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

Authorized for Issuance to Our Officers, Directors, Employees and Consultants under Equity Compensation Plans

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

as of October 15, 2024, 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.

10 unchanged sentences

Equity compensation plans not approved by security holders

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

The 2,000 outstanding

options disclosed in the above table are taken from the 2008 Incentive Plan.

Pursuant to our 2014 Incentive Plan, we are authorized

to issue 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, 2023 and 2022.

Advance to Related Party Suppliers

The Company’s advances to related party suppliers

are as follows:

Bitcoin mining hardware and other equipment (1)

Total Advances to suppliers-related party

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:

to issue, in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable for common stock.

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.

forth below are our transactions with related persons for the years ended June 30, 2023 and 2024.

from Related Party

of June 30, 2024 and June 30, 2023, 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

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.

As of June 30, 2024 and

2023, the Company advanced $382,949 and $458,607 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 $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 allowances of $382,949 and $383,672 for the balance of the receivable as

of June 30, 2024 and 2023.

The amount of the allowance changed as a result of changes in exchange rates.

As of June 30, 2024 and

2023, the Company advanced $1,066,003 and $1,068,014 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 operated by Rich Trading and the Company would be entitled to 90% of profits generated by the trading business.

provided full credit losses for the balance of the receivable.

As of June 30, 2024 and

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 evaluated the collection possibility and decided to provide full credit losses for the balance of the

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 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

30, 2022, the outstanding loan receivable from related parties consists of the following:

Wang Qinggang (1)

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 .

Accounts payable- related parties

As of June 30, 2023 and June

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

The Company filed

a complaint to recover the remainder of the funds advanced.

The Company provided an allowance of $103,424 for the balance of

the receivable as of June 30, 2024 and 2023.

payable- related parties

of June 30, 2024 and 2023, 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

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 Zhongliang

Xie and Xu Zhao is an “independent director” as defined by the applicable SEC rules and Nasdaq Listing Rules.

Principal Accountant Fees and

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.

payable - related party

of June 30, 2024 and 2023, the Company had accounts payable to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai,

of $ 25,997 and $104,962.

These payments were made on behalf of the Company for the daily business operational activities.

of June 30, 2024 and 2023, the Company had accounts payable to $ 199,034 and nil 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.

- Related Party

company had no revenue from a related party for the year ended June 30, 2023 and 2024.

Board has determined that each of Zhongliang Xie, Yangyang Xu and Xu Zhao is an “independent director” as defined by the

applicable SEC rules and Nasdaq Listing Rules.

Principal Accountant Fees and Services.

forth below are the aggregate fees billed by Audit Alliance LLP, our independent registered accounting firm, for the fiscal years ended

June 30, 2024 and June 30, 2023 for services rendered by them as our independent registered accounting firm for such years.

Audit-related fees

1 unchanged sentence

All other fees

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.

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 2024 or 2023.

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.

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

federal and state income tax returns and

No such fees were billed by Audit Alliance LLP in fiscal 2024 or 2023.

The Audit Committee pre-approved all Audit-related

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.

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

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.

4 unchanged sentences

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)

Employment Agreement by and between Mr.

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

Agreement by and between Mr.

Ziyuan Liu and the Company, dated May 1, 2023 (5)

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)

Offer Letter by and between Mr.

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

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)

Ying Cao and the Company, dated August 21, 2023 (6)

Employment Agreement by and between Ms.

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

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)

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

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

Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (24)

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

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

Jia Yang and the Company, dated August 6, 2024 (7)

Code of Ethics of the Company (8)

4 unchanged sentences

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

Inline XBRL Instance Document*

Clawback Policy*

XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

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

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)*

Filed herewith.

Furnished herewith.

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

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

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

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

Incorporated herein by

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

Incorporated herein by

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

Incorporated herein by

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

Incorporated by reference

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

333-150858 and 333-148611.

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

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

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

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

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

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

Incorporated by reference to exhibit 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Incorporated by reference to exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on May 4, 2023.

Incorporated by reference to exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on August 21, 2023.

Incorporated by reference to exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on August 6, 2024.

Incorporated by reference

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

Form 10-K Summary.

We have elected not to include a summary pursuant

to this Item 16.

Pursuant to the requirements

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

undersigned, thereunto duly authorized.

have elected not to include a summary pursuant to this Item 16.

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

on its behalf by the undersigned, thereunto duly authorized.

SINGULARITY FUTURE TECHNOLOGY, LTD.

September 28, 2023

October 15, 2024

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

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.

Chairman of the Board and Chief Executive Officer

October 15, 2024

(Principal Executive Officer)

/s/ Haotian Song

September 28, 2023

/s/ Zhongliang Xie

September 28, 2023

October 15, 2024

Zhongliang Xie

September 28, 2023

October 15, 2024

Zhongliang Xie

Director, Vice President

October 15, 2024

Chief Financial Officer

September 28, 2023

(Principal Financial and Accounting Officer)

Index to Financial Statements

October 15, 2024

(Principal Financial and

Accounting Officer)

to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

4 unchanged sentences

Notes to consolidated financial statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Singularity Future Technology Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Singularity Future Technology Ltd.

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

These financial statements are the responsibility

of the Company’s management.

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 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

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

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

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

Company’s internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of Singularity Future Technology Ltd.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Singularity Future Technology Ltd.

and its subsidiaries (collectively, the

“Company”) as of June 30, 2024 and 2023, 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 positions

of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years ended June 30, 2024 and

2023, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

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

financial statements based on our audit.

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.

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

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.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

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

respond to those risks.

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

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

as evaluating the overall presentation of the financial statements.

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

/s/ Audit Alliance LLP

We have served as the Company’s auditor

since October 28, 2020

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 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.

Audit Alliance LLP

September 28, 2023

SINGULARITY FUTURE TECHNOLOGY,

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

ALLIANCE LLP ( 3487 )

October 15, 2024

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED BALANCE

BALANCE SHEETS

Current assets

Restricted cash

Cryptocurrencies

2 unchanged sentences

Advances to suppliers - third parties

Advances to suppliers - related party

Prepaid expenses and other current assets

Due from related party

Loan receivable-related parties, net

Total Current Assets

2 unchanged sentences

Other long-term assets – deposits

Investment in unconsolidated entity

Current Liabilities

Deferred revenue

Refund payable

Accounts payable

17 unchanged sentences

Accumulated other comprehensive income

Total Stockholders’ Equity attributable to controlling

shareholders of the Company

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,

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

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended

2 unchanged sentences

( 3,990,654 )

Gross (loss)/profit

Selling expenses

5 unchanged sentences

Impairment loss of fixed assets and intangible assets

( 1,006,305 )

Provision for doubtful accounts, net

( 2,827,511 )

( 1,613,504 )

Stock-based compensation

( 10,064,622 )

Total operating expenses

4 unchanged sentences

( 14,594,794 )

Loss from disposal of subsidiary and VIE

( 6,131,616 )

Gain/(loss) from disposal of subsidiary and VIE

Lawsuit settlement expenses

19 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.

$ ( 5,039,492 )

4 unchanged sentences

Basic and diluted

The accompanying notes

are an integral part of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY,

The accompanying notes are an integral part

of these audited consolidated financial statements.

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF CHANGES IN EQUITY

STATEMENTS OF CHANGES IN EQUITY

Preferred Stock

Additional paid-in

Accumulated other

comprehensive

Accumulated other comprehensive

Noncontrolling

BALANCE, June 30, 2021(Restated)

$ ( 34,321,762 )

BALANCE, June 30, 2022

$ ( 62,579,592 )

$ ( 2,140,890 )

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

Stock based compensation to consultants

Cancellation of stock compensation

Cancellation of shares due to settlement

( 2,125,420 )

Warrant exercise

of VIE and subsidiaries

Foreign currency translation

4 unchanged sentences

( 2,219,941 )

Stock based compensation

to consultants

Cancellation of stock compensation

( 1,000,000 )

Cancellation of shares due

to settlement

( 3,528,807 )

Preferred Stock

Additional paid-in

Accumulated other comprehensive

Noncontrolling

BALANCE, June 30, 2023

( 85,576,438 )

( 2,219,941 )

Issuance of common stock to private investors

Cancellation of shares due to settlement

Disposal of subsidiaries

Foreign currency translation

4 unchanged sentences

( 2,747,633 )

The accompanying notes

are an integral part of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY,

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

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the Years Ended

9 unchanged sentences

Gain on disposal of ROU

(Gain) loss on disposal of fixed assets

Loss on disposal of subsidiaries

Loss (gain) on disposal of fixed assets

(Gain) loss on disposal of subsidiaries

Impairment loss of investment

1 unchanged sentence

Investment loss from unconsolidated subsidiary

Interest expenses related to convertible notes

Changes in assets and liabilities

3 unchanged sentences

Advances to suppliers – related party

( 34,081,129 )

Prepaid expenses and other current assets

10 unchanged sentences

( 4,408,691 )

( 33,643,405 )

Investing Activities

2 unchanged sentences

Loan receivable – related parties

Investment in unconsolidated entity

Advance to related parties

( 1,923,896 )

Repayment from related parties

3 unchanged sentences

( 2,225,708 )

( 3,581,676 )

Financing Activities

Proceeds from issuance of preferred stock

Proceeds from issuance of common stock

Warrant exercise

Proceeds from convertible notes

Repayment of convertible notes

( 5,000,000 )

Warrant repurchase

( 7,948,000 )

Repayment of loan payable

Payment of accrued interest related to convertible notes

Payment of legal settlement to cancel shares

( 2,125,420 )

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities

( 2,125,420 )

Effect of exchange rate fluctuations on cash

Net (decrease) increase in cash

Net increase(decrease) in cash and restricted cash

( 37,994,533 )

Cash at beginning of year

Cash at end of year

Cash at beginning of period

Effect of exchange rate fluctuations on cash and restricted cash

Cash and restricted cash at end of period

Representing:

Cash, end of period

Restricted cash, end of period

Total cash and restricted cash, end of period

Supplemental information

2 unchanged sentences

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,

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

FUTURE TECHNOLOGY, LTD.

AND AFFILIATES

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

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.

Company is an integrated logistics solution provider that was founded in 2001.

On September 18, 2007, the Company merged into Sino-Global

Shipping America, Ltd., a Virginia corporation.

On January 3, 2022, the Company changed its corporate name from Sino-Global Shipping

America, Ltd.

to Singularity Future Technology Ltd.

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.

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

to reflect its then expanded operations into the digital assets business.

we primarily focus on providing freight logistics services, which include shipping, warehouse services and other logistical support to

steel companies.

2017, we began exploring new opportunities to expand our business and generate more revenue.

These opportunities ranged from complementary

businesses to other new services and product initiatives.

Beginning in fiscal 2022, we expanded our services to include warehousing services

provided by our U.S.

subsidiary, Brilliant Warehouse Service Inc.

are currently operating through our subsidiaries Trans Pacific Shipping Limited and Gorgeous Trading Ltd.

and Brilliant Warehouse Service

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.

Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs

clearance, and overseas transit delivery.

date we have not generated any revenues from our entry into the solar panel production and distribution business.

of June 30, 2024 the Company’s subsidiaries included the following:

Name Background Ownership

Sino-Global Shipping New York Inc.

8 unchanged sentences

100% owned by the Company

Thor Miner Inc.

(“Thor Miner”)

A Delaware Corporation

Incorporated on October 13, 2021

Primarily engaged in sales of crypto mining machines

51% owned by the Company

Trans Pacific Shipping Ltd.

5 unchanged sentences

Trans Pacific Logistic Shanghai Ltd.

Pacific Shanghai”)

(“Trans Pacific Shanghai”) ●

A PRC limited liability company

2 unchanged sentences

90% owned by Trans Pacific Beijing

Ningbo Saimeinuo Web Technology Ltd.

(“SGS Ningbo”)

A PRC limited liability company

Incorporated on September 11,2017

Primarily engaged in freight logistics services

100% owned by SGS NY

Blumargo IT Solution Ltd.

A New York Corporation

Incorporated on December 14, 2020

No material operations

100% owned by SGS NY

Gorgeous Trading Ltd (“Gorgeous Trading”) ●

4 unchanged sentences

Brilliant Warehouse Service Inc.

(“Brilliant Warehouse”) ●

A Texas Corporation

7 unchanged sentences

51% owned by SGS NY

SG Shipping & Risk Solution

SG Shipping & Risk Solution Inc(“SGSR”) ●

A New York Corporation

7 unchanged sentences

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

New Energy Tech Limited (“New Energy”) ●

A New York Corporation

Incorporated on September 19, 2023

No material operations

100% owned by the Company

Singularity(Shenzhen) Technology Ltd.

(“SGS Shenzhen”) ●

A Mainland China Corporation

Incorporated on September 4, 2023

No material operations

100% owned by the Company

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

Basis of Presentation

accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in

3 unchanged sentences

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.

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.

to December 31, 2021, Sino-Global Shipping Agency Ltd.

(“Sino-China”) was considered a Variable Interest Entity (“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.

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.

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.

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 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.

Estimates are adjusted to reflect actual experience when necessary.

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 currency”).

for Industry and Commerce of the People’s Republic of China on November 9, 2022.and recorded the disposal loss of $ 0.04 million

for the year ended June 30, 2023.

October 24, 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd.,

Thor Miner Inc.

and Blumargo It Solution Ltd., respectively.

Total gain from the three disposals was $ 359,781 .

Fair Value of Financial Instruments

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

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

Observable inputs such as unadjusted

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

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

Unobservable inputs that reflect

management’s assumptions based on the best available information.

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

because of the short-term nature of these instruments.

Use of Estimates and Assumptions

preparation of the Company’s consolidated financial statements in conformity with US GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

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

Estimates are adjusted

to reflect actual experience when necessary.

Significant accounting estimates reflected in the Company’s consolidated financial

statements include revenue recognition, fair value of stock-based compensation, cost of revenues, allowance for doubtful accounts, impairment

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

The inputs into the Company’s judgments

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

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

Translation of Foreign Currency

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

operates (the “functional currency”).

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”).

The accompanying consolidated financial statements are presented in USD.

Foreign currency transactions

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

Generally, foreign exchange gains and

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

The Company translates

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

Assets and liabilities

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

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

The resulting translation adjustments are recorded as other

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

The exchange rates for the years ended June 30,

2023 and 2022 are as follows:

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.

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

Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated

statements of operations.

The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign

Currency Matters”.

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

the balance sheets’ dates and revenues and expenses are translated at average exchange rates in effect during the year.

The resulting

translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive loss as a separate component of

equity of the Company, and also included in non-controlling interests.

exchange rates for the years ended June 30, 2024 and 2023 are as follows:

Foreign currency

Cash consists of cash on hand and cash in bank

which are unrestricted as to withdrawal or use.

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

Hong Kong and the 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.

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, 2024 and June 30, 2023, cash balances of $ 107,844 and

$ 183,510 , respectively, were maintained at financial institutions in the PRC.

$ 27,798 and $ 74,533 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, 2024 and June 30, 2023, cash balances of $ 60,682 and $ 919,990 , respectively, were

maintained at U.S.

financial institutions.

$ 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

Cryptocurrencies, mainly bitcoin, are included

in current assets in the accompanying consolidated balance sheets.

Cryptocurrencies purchased are recorded at cost and cryptocurrencies

awarded to the Company through its mining activities are accounted for as other income for the year ended June 30, 2022.

No other income

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.

Cryptocurrencies held are accounted for as intangible

assets with indefinite useful lives.

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

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

asset is impaired.

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

cryptocurrency at the time its fair value is being measured.

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

qualitative assessment to determine whether it is more likely than not that an impairment exists.

If it is determined that it is not

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

If the Company concludes otherwise,

it is required to perform a quantitative impairment test.

To the extent an impairment loss is recognized, the loss establishes the new

cost basis of the asset.

Subsequent reversal of impairment losses is not permitted.

(g) Receivables and Allowance for Doubtful

Accounts receivable are presented at net realizable

The Company maintains allowances for doubtful accounts and for estimated losses.

The Company reviews the accounts receivable on

a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual receivable balances.

In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balances,

customers’ historical payment history, their current credit-worthiness and current economic trends.

Receivables are generally considered

past due after 180 days.

The Company reserves 25%-50% of the customers balance aged between 181 days to 1 year, 50%-100% of the customers

balance over 1 year and 100% of the customers balance over 2 years.

Accounts receivable are written off against the allowances only after

exhaustive collection efforts.

As the Company has focused its development on the shipping management segment, its customer base consists

of more smaller privately owned companies that will pay more timely than state owned companies.

Other receivables represent mainly customer advances,

prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, project advances as well

as office lease deposits.

Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and

adjusts the allowance when necessary.

Delinquent account balances are written-off against allowance for doubtful accounts after management

has determined that the likelihood of collection is not probable.

Other receivables are written off against the allowances only after

exhaustive collection efforts.

(h) Property and Equipment, net

Property and equipment are stated at historical

cost less accumulated depreciation.

Historical cost comprises its purchase price and any directly attributable costs of bringing the

assets to its working condition and location for its intended use.

Depreciation is calculated on a straight-line basis over the following

estimated useful lives:

Nil and $ 450,636 of these balances are not covered by insurance, as each U.S.

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, 2024 and June 30, 2023, cash balances of $ 65,997 and $ 16,285,067 , respectively,

were maintained at financial institutions in Hong Kong, and nil and $ 16,216,393 of these balances are not covered by insurance.

As of June 30, 2024, a cash balance of $ 14,404,155 was maintained in financial institutions in Djibouti which are uninsured.

30, 2024 and June 30, 2023, amount of deposits the Company had covered by insurance amounted to $ 206,725 and $ 647,004 , respectively.

of June 30, 2024, our restricted balance was $ 3.09 million.

The restricted was required by East West Bank to secure a letter of credit

that was used to provide a guarantee to the Company’s business partner Solarlink Group Inc.

(“Solarlink”), a North

Las Vegas based advanced 3.6G photovoltaic solar panel manufacturer and solar power service provider, for Solarlink’s rental obligations

for a leased warehouse in North Las Vegas.

The term of the warehouse lease is one year, upon the expiration of which the letter of credit

will terminate unless the letter of credit is used to pay rent under the warehouse lease.

Management believes that Solarlink’s

business is very promising and hopes to actively participate in its future.

Management believes that the guarantee provided to Solarlink

will not result in substantial losses to Singularity in the future.

Based on such expectations, the management believes its restricted

cash account stated in the notes is not exposed to any significant risks.

The deposit started on November 13, 2023 and will mature on

November 13, 2024 with an annual interest rate of 4.880 %.

The interest proceeds generated as of June 31, 2024 was $ 0.09 million.

(f) Receivables and Allowance for Doubtful Accounts

carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of

the amounts that will not be collected.

The Company makes estimations of the collectability of accounts receivable.

Many factors are

considered in estimating the general allowance, including reviewing delinquent accounts receivable, performing a customer credit analysis,

and analyzing historical bad debt records and current and future economic trends.

Accounts receivable represent historical balances recorded

less related cash applications, less allowance for credit losses and any write-offs of any receivables not previously provided for.

Credit losses

June 2016, the Financial Accounting Standards Board (FASB) issued ASU No.

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

The ASU introduced a new credit loss methodology, the current expected credit losses (“CECL”) methodology, which requires

earlier recognition of credit losses while also providing additional disclosure about credit risk.

The Company adopted the ASU as of

January 1, 2023.

CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for

loans, receivables, contract assets and other financial assets measured at amortized cost at the time the financial asset is originated

The CECL is adjusted each period for changes in expected lifetime credit losses.

The CECL methodology represents a significant

change from prior U.S.

GAAP and replaced the prior multiple existing impairment methods, which generally required that a loss be incurred

before it was recognized.

Within the life cycle of a loan or other financial asset, the methodology generally results in the earlier

recognition of the provision for credit losses and the related ACL than prior U.S.

CECL methodology’s impact on expected credit losses, among other things, reflects the Company’s view of the current state

of the economy, forecasted macroeconomic conditions.

the CECL methodology, the allowance for credit losses is model based and utilizes a forward-looking macroeconomic forecast in estimating

expected credit losses.

The model of the allowance for credit losses would be considers the uncertainty of forward-looking scenarios

based on the likelihood and severity of a possible recession as another possible scenario.

following table presents the aging analysis of accounts receivable and account receivable allowance as of June 30 2024.

Account receivable balance as of June 30, 2024

Account receivable Allowance (USD)

receivables represent mainly customer advances, prepaid employee insurance and welfare benefits, which will be subsequently deducted

from the employee payroll, project advances as well as office lease deposits.

Management reviews its receivables on a regular basis to

determine if the bad debt allowance is adequate, and adjusts the allowance when necessary.

Delinquent account balances are written-off

against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

Other receivables

are written off against the allowances only after exhaustive collection efforts.

Property and Equipment, net

and equipment are stated at historical cost less accumulated depreciation.

Historical cost comprises its purchase price and any directly

attributable costs of bringing the assets to its working condition and location for its intended use.

Depreciation is calculated

on a straight-line basis over the following estimated useful lives:

Motor vehicles

12 unchanged sentences

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

Entities in which the Company has the ability

to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method.

Significant influence

is generally considered to exist when the Company has voting shares representing 20 % to 50 %, and other factors, such as representation

on the board of directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity

method of accounting is appropriate.

Under this method of accounting, the Company records its proportionate share of the net earnings

or losses of equity method investees and a corresponding increase or decrease to the investment balances.

Dividends received from the

equity method investments are recorded as reductions in the cost of such investments.

The Company generally considers an ownership interest

of 20 % or higher to represent significant influence.

The Company accounts for the investments in entities over which it has neither control

nor significant influence, and no readily determinable fair value is available, using the investment cost minus any impairment, if necessary.

Investments are evaluated for impairment when

facts or circumstances indicate that the fair value of the long-term investment is less than its carrying value.

An impairment loss is

recognized when a decline in fair value is determined to be other-than-temporary.

The Company reviews several factors to determine whether

a loss is other-than-temporary.

value for similar vehicles and provide impairments to carrying value of fixed assets of $ 33,469 for the years ended June 30, 2023.

no impairments were recorded for the years ended June 30, 2024.

Investments in unconsolidated entity

in which the Company has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using

the equity method.

Significant influence is generally considered to exist when the Company has voting shares representing 20 % to 50 %,

and other factors, such as representation on the board of directors, voting rights and the impact of commercial arrangements, are considered

in determining whether the equity method of accounting is appropriate.

Under this method of accounting, the Company records its proportionate

share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances.

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.

are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investment is less than its carrying

An impairment loss is recognized when a decline in fair value is determined to be other-than-temporary.

The Company reviews several

factors to determine whether a loss is other-than-temporary.

These factors include, but are not limited to, the:

(i) nature of the investment;

(ii) cause and duration

of the impairment;

(ii) cause and duration of the impairment;

(iii) extent to which fair value is less than cost;

(iv) financial condition and near term prospects of the investment;

and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

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

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

in New York named LSM Trading Ltd., (“LSM”) in which the Company holds a 40 % equity interest.

Shanming Liang subsequently

transferred his shares to Guanxi Golden Bridge Industry Group Co., Ltd in October 2021.

For the year ended June 30, 2023, the Company

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

The Company evaluates its convertible notes to

determine if those contracts or embedded components of those contracts qualify as derivatives.

The result of this accounting treatment

is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability.

event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income

(k) Revenue Recognition

The Company recognizes revenue which represents

the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled

in such exchange.

The Company identifies contractual performance obligations and determines whether revenue should be recognized at a

point in time or over time, based on when control of goods and services transfers to a customer.

The Company uses a five-step model to recognize

revenue from customer contracts.

The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify

the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that

it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations

in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

For the Company’s freight logistic and

shipping agency services revenue, the Company provided transportation services which included mainly shipping services.

In fiscal year

2021, the Company also provided shipping agency and management services The Company derived transportation revenue from sales contracts

with its customers with revenues being recognized upon performance of services.

Sales price to the customer was fixed upon acceptance

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

The Company’s revenues were recognized

at a point in time after all performance obligations were satisfied.

For the Company’s warehouse services, which

are included in the freight logistic services, the Company’s contracts provide the customer an integrated service that includes

two or more services, including but not limited to warehousing, collection, first-mile delivery, drop shipping, customs clearance packaging,

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.

(iv) financial condition and near term

prospects of the investment;

and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery

in fair value.

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

Shanming Liang, a shareholder of the Company,

to set up a joint venture in New York named LSM Trading Ltd., (“LSM”) in which the Company holds a 40 % equity interest.

Shanming Liang subsequently transferred his shares to Guanxi Golden Bridge Industry Group Co., Ltd in October 2021.

ended June 30, 2023, the Company 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.

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

And no impairments were

recorded for the years ended June 30, 2024.

Convertible notes

Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives.

The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period

and recorded as a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded in the

statements of operations as other income or expense.

Revenue Recognition

Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration

to which the Company expects to be entitled in such exchange.

The Company identifies contractual performance obligations and determines

whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

Company uses a five-step model to recognize revenue from customer contracts.

The five-step model requires the Company to (i) identify

the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including

variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction

price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance

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.

to the customer was fixed upon acceptance of the sales contract and there was no separate sales rebate, discount, or other incentive.

Company’s revenues were recognized at a point in time after all performance obligations were satisfied.

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.

transaction price is based on the amount specified in the contract with the customer and contains fixed and variable consideration.

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.

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.

the year ended June 30, 2023, the Company also engaged in sales of cryptocurrency mining equipment.

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’s performance obligation is

to deliver products according to contract specifications.

The Company recognizes product revenue at a point in time when the control

of products or services are transferred to customers.

To distinguish a promise to provide products from a promise to facilitate the sale

from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39.

considers this guidance in conjunction with the terms in the Company’s arrangements with both suppliers and customers.

In general, revenue is recognized on a gross

basis when the Company controls the products as it has the obligation to (i) fulfill the products delivery and custom clearance (ii)

bear any inventory risk as legal owners.

In addition, when establishing the selling prices for delivery of the resale products, the Company

has control to set its selling price to ensure it would generate profit for the products delivery arrangements.

If the Company is not

responsible for provision of product and does not bear inventory risk, the Company recorded revenue on a net basis.

For the year ended June 30, 2023, the Company

recognized the sale of cryptocurrency mining equipment based on net basis as the manufacturer of the products are responsible for shipping

and custom clearing for the products.

Contract balances

The Company records receivables related to revenue

when the Company has an unconditional right to invoice and receive payment.

Deferred revenue consists primarily of customer

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

Contract balance amounted to $ 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

are described as follows:

Pursuant to the Purchase and Sale Agreement, Thor agreed to sell and the Buyer agreed to purchase

certain cryptocurrency mining equipment.

Company’s performance obligation is to deliver products according to contract specifications.

The Company recognizes product revenue

at a point in time when the control of products or services are transferred to customers.

To distinguish a promise to provide products

from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the

indicators in 606-10-55-39.

The Company considers this guidance in conjunction with the terms in the Company’s arrangements with

both suppliers and customers.

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.

the year ended June 30, 2023, the Company recognized the sale of cryptocurrency mining equipment based on net basis as the manufacturer

of the products are responsible for shipping and custom clearing for the products.

Company ceased to sell crypto-mining equipment since January 1, 2023.

Company records receivables related to revenue when the Company has an unconditional right to invoice and receive payment.

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

Contract balance amounted to $ 66,423 and $ 66,531 for the year ended June 30, 2024 and 2023, respectively.

Company’s disaggregated revenue streams are described as follows:

For the Years Ended

Sale of crypto mining machines

Shipping agency and management services

Freight logistics services

Disaggregated information of revenues by geographic

locations are as follows:

Disaggregated

information of revenues by geographic locations are as follows:

For the Years Ended

Total revenues

The Company adopted FASB ASU 2016-02, “Leases”

(Topic 842) for the year ended June 30, 2020, and elected the practical expedients that does not require us to reassess:

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.

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

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.

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.

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

uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,

based on the technical merits of the position.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits

as income tax expense.

Lease expense is recognized on a straight-line basis over the lease term.

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.

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

The Company uses the asset and liability method of accounting for income taxes in accordance with U.S.

Deferred taxes, if any,

are recognized for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported

amounts in the consolidated financial statements.

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

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

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

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

The Company recognizes interest and penalties,

if any, related to unrecognized tax benefits as income tax expense.

The Company had no uncertain tax positions as of June 30, 2024 and

Income tax returns for the years prior to 2018

are no longer subject to examination by U.S.

tax returns for the years prior to 2018 are no longer subject to examination by U.S.

tax authorities.

PRC Enterprise Income Tax

PRC enterprise income tax is calculated based

on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25 %.

Sino-China and Trans

Pacific Beijing were incorporated in the PRC and are subject to the Enterprise Income Tax Laws of the PRC.

PRC Value Added Taxes and Surcharges

The Company is subject to value added tax (“VAT”).

Revenue from services provided by the Company’s PRC subsidiaries, including Trans Pacific, and the VIE, and Sino-China, are subject

to VAT at rates ranging from 9 % to 13 %.

Entities that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers

against their VAT liability.

Net VAT liability is recorded in taxes payable on the consolidated balance sheets.

In addition, under the PRC regulations, the Company’s

PRC subsidiaries and VIE are required to pay city construction tax ( 7 %) and education surcharges ( 3 %) based on the net VAT payments.

(n) Earnings (loss) per Share

Basic earnings (loss) per share is computed by

dividing net income (loss) attributable to holders of common stock of the Company by the weighted average number of shares of common

stock of the Company outstanding during the applicable period.

Diluted earnings (loss) per share reflect the potential dilution that

could occur if securities or other contracts to issue common stock of the Company were exercised or converted into common stock of the

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

was no dilutive effect of potential shares of common stock of the Company because the Company generated net loss.

(o) Comprehensive Income (Loss)

The Company reports comprehensive income (loss)

in accordance with the authoritative guidance issued by Financial Accounting Standards Board (the “FASB”) which establishes

standards for reporting comprehensive income (loss) and its component in financial statements.

Other comprehensive income (loss) refers

to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’ equity but are excluded from

Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using

Enterprise Income Tax

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

GAAP”) at 25 %.

Sino-China and Trans Pacific Beijing were incorporated in the PRC and are subject to the Enterprise Income

Tax Laws of the PRC.

Value Added Taxes and Surcharges

Company is subject to value added tax (“VAT”).

Revenue from services provided by the Company’s PRC subsidiaries, including

Trans Pacific, and the VIE, and Sino-China, are subject to VAT at rates ranging from 9 % to 13 %.

Entities that are VAT general

taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability.

Net VAT liability is recorded in taxes payable

on the consolidated balance sheets.

addition, under the PRC regulations, the Company’s PRC subsidiaries and VIE are required to pay city construction tax ( 7 %) and

education surcharges ( 3 %) based on the net VAT payments.

Earnings (loss) per Share

earnings (loss) per share is computed by dividing net income (loss) attributable to holders of common stock of the Company by the weighted

average number of shares of common stock of the Company outstanding during the applicable period.

Diluted earnings (loss) per share reflect

the potential dilution that could occur if securities or other contracts to issue common stock of the Company were exercised or converted

into common stock of the Company.

Common stock equivalents are excluded from the computation of diluted earnings per share if their effects

would be anti-dilutive.

the years ended June 30, 2024 and 2023, there was no dilutive effect of potential shares of common stock of the Company because the Company

generated net loss.

Comprehensive Income (Loss)

Company reports comprehensive income (loss) in accordance with the authoritative guidance issued by Financial Accounting Standards Board

(the “FASB”) which establishes standards for reporting comprehensive income (loss) and its component in financial statements.

Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’

equity but are excluded from net income.

Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting

from the Company not using the U.S.

dollar as its functional currencies.

(p) Stock-based Compensation

The Company accounts for stock-based compensation

awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that

stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized

as compensation expense over the requisite service period.

The Company records stock-based compensation expense at fair value on the

grant date and recognizes the expense over the employee’s requisite service period.

The Company accounts for stock-based compensation

awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07.

Under FASB ASC Topic 718, stock compensation granted

to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever

is more reliably measured and is recognized as an expense as the goods or services are received.

Valuations of stock-based compensation are based

upon highly subjective assumptions about the future, including stock price volatility and exercise patterns.

The fair value of share-based

payment awards was estimated using the Black-Scholes option pricing model.

Expected volatilities are based on the historical volatility

of the Company’s stock.

The Company uses historical data to estimate option exercise and employee terminations.

The expected term

of options granted represents the period of time that options granted are expected to be outstanding.

The risk-free rate for periods

within the expected life of the option is based on the U.S.

Treasury yield curve in effect at the time of the grant.

(q) Risks and Uncertainties

The Company’s business, financial position

and results of operations may be influenced by the political, economic, health and legal environments in the PRC, as well as by the general

state of the PRC economy.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically

associated with companies in North America and Western Europe.

These include risks associated with, among others, the political, economic,

health and legal environments and foreign currency exchange.

The Company’s results may be adversely affected by changes in the

political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws

and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other

(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

is an update to ASU Update No.

Stock-based Compensation

Company accounts for stock-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation –

Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair

value of the equity instrument issued and recognized as compensation expense over the requisite service period.

The Company records stock-based

compensation expense at fair value on the grant date and recognizes the expense over the employee’s requisite service period.

Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07.

FASB ASC Topic 718, stock compensation granted to non-employees has been determined as the fair value of the consideration received or

the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services

are received.

of stock-based compensation are based upon highly subjective assumptions about the future, including stock price volatility and exercise

The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model.

Expected volatilities

are based on the historical volatility of the Company’s stock.

The Company uses historical data to estimate option exercise and

employee terminations.

The expected term of options granted represents the period of time that options granted are expected to be outstanding.

The risk-free rate for periods within the expected life of the option is based on the U.S.

Treasury yield curve in effect at the time

of the grant.

Risks and Uncertainties

Company’s business, financial position and results of operations may be influenced by the political, economic, health and legal

environments in the PRC, as well as by the general state of the PRC economy.

The Company’s operations in the PRC are subject to

special considerations and significant risks not typically associated with companies in North America and Western Europe.

These include

risks associated with, among others, the political, economic, health and legal environments and foreign currency exchange.

The Company’s

results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental

policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad,

and rates and methods of taxation, among other things.

Recent Accounting Pronouncements

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.

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

2016-13, Financial Instruments—Credit Losses (Topic

Measurement of Credit Losses on Financial

Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured

at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial

Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting

for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized

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

The amendments in this ASU address those stakeholders’ 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

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued ASU No.

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”.

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

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

The amendments

in 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.

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

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

when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale

Debt Securities.

The amendments in this ASU address those stakeholders’ 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 comparability of financial statement information by providing an option to align measurement methodologies for similar

financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments

in Update 2016-13 while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued

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.

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.

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 disclosures.

October 2020, the FASB issued ASU 2020-10, “Codification Improvements”.

The amendments in this Update represent changes to

clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current

accounting practice or create a significant administrative cost to most entities.

The amendments in this Update affect a wide variety

of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance.

ASU 2020-10 is

effective for annual periods beginning after July 1, 2021 for public business entities.

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.

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

“Codification Improvements”.

The amendments in this Update represent changes to clarify the Codification or correct unintended

application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative

cost to most entities.

The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities

within the scope of the affected accounting guidance.

ASU 2020-10 is effective for annual periods beginning after July 1, 2021 for public

business entities.

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.

On March 28, 2023, the Financial Accounting Standards

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

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.

March 28, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

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.

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.

DISPOSAL OF VIE AND SUBSIDIAIRIES

On December 31, 2021, the Company entered into

a series of agreements to terminate its variable interest entity (“VIE”) structure and deconsolidated its formerly controlled

entity Sino-Global Shipping Agency Ltd.

December 31, 2021, the Company entered into a series of agreements to terminate its variable interest entity (“VIE”) structure

and deconsolidated its formerly controlled entity Sino-Global Shipping Agency Ltd.

(“Sino-China”).

The Company controlled Sino-China through its wholly owned subsidiary

Trans Pacific Shipping Limited (“Trans Pacific Beijing”).

The Company made the decision to dissolve the VIE structure and

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

The Company controlled

Sino-China through its wholly owned subsidiary Trans Pacific Shipping Limited (“Trans Pacific Beijing”).

The Company made

the decision to dissolve the VIE structure and Sino-China because Sino-China has no active operations and the Company wanted to remove

any potential risks associated with any VIE structures.

In addition, the Company dissolved its subsidiary Sino-Global Shipping LA, Inc.

On March 14, 2022, the company discontinued its subsidiary

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

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:

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.

On October 24, 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of

Ningbo Saimeinuo Web Technology Ltd., Thor Miner Inc.

and Blumargo It Solution Ltd., respectively.

Total gain from the three disposals

was approximately $ 359,781 .

the disposal did not represent any strategic change of the Company’s operation, the disposal was not presented as discontinued

assets of the entities disposed and loss on disposal was as follows:

For the Year Ended

4 unchanged sentences

Total net assets

Noncontrolling interests

Exchange rate effect

Total loss on disposal

Total (gain) on disposal

$ ( 359,781 )

For the Year Ended

4 unchanged sentences

Total net assets

Noncontrolling interests

Exchange rate effect

1 unchanged sentence

CRYPTOCURRENCIES

The following table presents additional information

about cryptocurrencies:

following table presents additional information about cryptocurrencies:

Beginning balance

Receipt of cryptocurrencies from mining services

Impairment loss

Ending balance

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

for the years ended June 30, 2023 and 2022.

Company recorded nil and $ 72,179 impairment loss for the year ended June 30, 2024, respectively.

A $ 18,279 impairment loss was recorded

for the year ended June 30, 2023.

As ownership rights of the cryptocurrencies could not be verified, full impairment was recognized for

the year ended June 30, 2024.

ACCOUNTS RECEIVABLE, NET

The Company’s net accounts receivable are

Company’s net accounts receivable are as follows:

Trade accounts receivable

allowances for doubtful accounts

allowances for expected credit losses

( 3,286,991 )

1 unchanged sentence

Accounts receivable, net

Movement of allowance for doubtful accounts are

of allowance for doubtful accounts are as follows:

Beginning balance

Provision for doubtful accounts, net of recovery

Write-off/recovery

Provision for expected credit losses, net of recovery

Exchange rate effect

Ending balance

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

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

the years ended June 30, 2024, the provision for doubtful accounts and write-off was $ 17,667 and 17,303 respectively.

There was no provision

for doubtful accounts and write-off for the year ended June 30, 2023.

OTHER RECEIVABLES, NET

The Company’s other receivables are as

Company’s other receivables are as follows:

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.

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 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.

* 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

(“Goalowen”) pursuant to which Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $ 3,000,000 and on May 5, 2023, Ms.

Shan made a wire transfer of $ 3,000,000 to Goalowen.

Such contract was signed and payment was made by the Company’s former COO, Jing Shan, without the authorization of the board of directors of the Company.

The payment was recorded as an advance to a customer.

The Company filed a complaint against Jing Shan accusing her of the unauthorized transfers in the United States District Court for the Eastern District of New York and has brought a lawsuit against Goalowen to recover the $ 3 million.

As of June 30, 2023, the Company evaluated the collection possibility, and decided to provide a 100 % allowance provision in the amount of $ 3,000,000 , and there was no change in the fiscal year 2024.

of allowance for doubtful accounts are as follows:

Beginning balance

Recovery for doubtful accounts

Exchange rate effect

1 unchanged sentence

ADVANCES TO SUPPLIERS

The Company’s advances to suppliers –

third parties are as follows:

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 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

The Company’s prepaid expenses and other assets are as follows:

(1) The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments.

The Company provided allowance of $300,000 for the year ended June 30, 2022, and there was no change in the fiscal year 2023 and 2024.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Company’s prepaid expenses and other assets are as follows:

Prepaid income taxes

Other (including prepaid professional fees, rent, listing fees)

OTHER LONG-TERM ASSETS – DEPOSITS,

The Company’s other long-term assets –

deposits are as follows:

OTHER LONG-TERM ASSETS – DEPOSITS, NET

Company’s other long-term assets – deposits are as follows:

Rental and utilities deposits

Freight logistics deposits (1)

Total other long-term assets - deposits

allowances for deposits

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.

Movements of allowance for deposits are as follows:

of allowance for deposits are as follows:

Beginning balance

Allowance for deposits

( 3,173,408 )

Exchange rate effect

Provision for expected credit

losses, net of recovery

Ending balance

PROPERTY AND EQUIPMENT, NET

The Company’s net property and equipment

are as follows:

Company’s net property and equipment are as follows:

Motor vehicles

7 unchanged sentences

( 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, 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

Salary and reimbursement payable

Professional fees and other expense payable

and equipment, net

and amortization expenses for the years ended June 30, 2024 and 2023 were $ 132,195 and $ 164,348 , respectively.

Impairment loss amounted

to nil and $ 33,469 for the years ended June 30, 2024 and 2023, respectively.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Salary and reimbursement

Professional fees and other

expense payable

Interest payable

CONVERTIBLE NOTES

On December 19, 2021,

the Company issued two Senior Convertible Notes (the “Convertible Notes”) to two non-U.S.

investors for an aggregate purchase

price of $ 10,000,000 .

The Convertible Notes

bear an interest at 5 % annually and may be converted into shares of the Company’s common stock, no par value per share at a conversion

price of $ 3.76 per share, the closing price of the common stock on December 17, 2021.

The Convertible Notes are unsecured senior obligations

of the Company, and the maturity date of the Convertible Notes is December 18, 2023.

The Company may repay any portion of the outstanding

principal, accrued and unpaid interest, without penalty for early repayment.

The Company may make any repayment of principal and interest

in (a) cash, (b) common stock at the conversion price or (c) a combination of cash or common stock at the conversion price.

The investors may convert

any conversion amount into common stock on any date beginning on June 19, 2022.

The Company evaluated the convertible notes agreement

under ASC 815 Derivatives and Hedging (“ASC 815”) amended by ASU 2020-06.

ASC 815 generally requires the analysis embedded

terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where

their economic risks and characteristics are not clearly and closely related to the risks of the host contract.

Based on terms of the

convertible notes agreements, the Company’s notes are convertible for a fixed number of shares and do not require the Company to

None of the embedded terms required bifurcation and liability classification.

On March 8, 2022, the

Company issued amended and restated the terms of the notes and issued the Amended and Restated Senior Convertible Notes (the “Amended

and Restated Convertible Notes”) to the investors to change the principal amount of the Convertible Notes to an aggregate

principal amount of $ 5,000,000 .

December 19, 2021, the Company issued two Senior Convertible Notes (the “Convertible Notes”) to two non-U.S.

investors for

an aggregate purchase price of $ 10,000,000 .

Convertible Notes bear an interest at 5 % annually and may be converted into shares of the Company’s common stock, no par value

per share at a conversion price of $ 3.76 per share, the closing price of the common stock on December 17, 2021.

The Convertible

Notes are unsecured senior obligations of the Company, and the maturity date of the Convertible Notes is December 18, 2023.

may repay any portion of the outstanding principal, accrued and unpaid interest, without penalty for early repayment.

The Company may

make any repayment of principal and interest in (a) cash, (b) common stock at the conversion price or (c) a combination of cash or common

stock at the conversion price.

March 8, 2022, the Company issued amended and restated the terms of the notes and issued the Amended and Restated Senior Convertible

Notes (the “Amended and Restated Convertible Notes”) to the investors to change the principal amount of the Convertible Notes

to an aggregate principal amount of $ 5,000,000 .

There other terms of the notes remained unchanged.

The terms of the Amended

and Restated Convertible Notes are the same as that of the original Convertible Notes, except for the reduced principal amount and the

waiver of interest for the $ 5,000,000 payment made on March 8, 2022.

For the year ended June

30, 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 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.

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, 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

any material residual value guarantees or material restrictive covenants.

The leases generally do not contain options to extend at the

time of expiration and the weighted average remaining lease terms are 2.15 years.

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

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

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

lease obligations is presented below:

Twelve Months Ending June 30,

the year ended June 30, 2024 and 2023, interest expenses related to the aforementioned convertible notes amounted to $ 21,917 and

$ 250,000 , respectively.

August 8, 2023, upon the unanimous consent of the board of directors of the Company, the Company prepaid the outstanding $ 5,000,000 balance

of the 2022 Notes, along with the accrued interest of $ 403,424 .

The Company was not subject to any prepayment penalties.

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 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.

All of the Company’s leases are classified as operating leases.

Company has several lease agreements with lease terms ranging from two to five years.

As of June 30, 2024, ROU assets

and lease liabilities amounted to $ 98,327 and $ 308,618 (including $ 177,263 from lease liabilities current portion and

$ 131,355 from lease liabilities non-current portion), respectively and weighted average discount rate was approximately 10.74 %.

Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 1.71 years.

the years ended June 30, 2024 and 2023, rent expense amounted to approximately $ 561,375 and $ 549,842 , respectively.

of June 30, 2024 and 2023, the impairment of ROU asset amounted to $ 354,108 and $ 371,606 .

Company terminated several lease agreements and resulting in a gain on disposal of ROU assets of nil and $ 177,970 for the years

ended June 30, 2024 and 2023.

five-year maturity of the Company’s lease obligations is presented below:

Months Ending June 30,

Total lease payments

Present value of lease liabilities

After the close of the stock market on July 7,

2020, the Company effected a l-for-5 reverse stock split of its common stock in order to satisfy continued listing requirements of its

common stock on the NASDAQ Capital Market.

The reverse stock split was approved by the Company’s board of directors and stockholders

and was intended to allow the Company to meet the minimum share price requirement of $ 1.00 per share for continued listing on the NASDAQ

Capital Market.

As a result, all common stock share amounts included in this filing have been retroactively reduced by a factor of five,

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

Amounts affected include common stock outstanding, including

those that have resulted from the stock options, and warrants exercisable for common stock.

Stock issuances:

On September 17, 2020, the Company entered

into certain securities purchase agreement with certain “non-U.S.

Persons” as defined in Regulation S of the Securities

Act of 1933, as amended, pursuant to which the Company sold an aggregate of 720,000 shares of the Company’s common stock, no

par value, and warrants to purchase 720,000 shares at a per share purchase price of $ 1.46 .

The net proceeds to the Company from such

offering were approximately $ 1.05 million.

The warrants became exercisable on March 16, 2021 at an exercise price of $ 1.825 per

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

value of lease liabilities

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

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

The reverse stock split was approved by the Company’s

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

share for continued listing on the NASDAQ Capital Market.

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

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

Amounts affected

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

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

Persons” as defined

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

of the Company’s common stock, no par value, and warrants to purchase 720,000 shares at a per share purchase price of

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.

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

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.

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.

The warrants will expire five and a half ( 5.5 ) years from the

date of issuance.

The warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions.

The warrants contain a mandatory exercise right for the Company to force exercise of the warrants if the closing price of the common

stock equals or exceeds $ 5.97 for twenty (20) consecutive trading days, provided, among other things, that the shares issuable upon exercise

of the warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 60,000 shares of common stock

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

In February 2021, the shareholders

approved the preferred shareholders’ right to convert 860,000 shares of Series A Preferred Stock into 860,000 shares of common

stock in the Company’s annual meeting of shareholders.

As of June 30, 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 .

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

The net proceeds to the Company from this offering were approximately $ 4.0 million.

The purchase price for each share of common

stock and five warrants is $ 3.68 , and the exercise price per warrant is $ 5.00 .

The warrants became exercisable at any time during the

period beginning on or after July 27, 2021 and ending on or prior on January 27, 2026 but not thereafter;

provided, however, that the

total number of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ official closing bid price

of the common stock shall equal or exceed $ 0.3 billion for a three consecutive month period prior to an exercise.

On February 6, 2021, the Company entered into

a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased

from the Company, in a registered direct offering, an aggregate of 1,998,500 shares of the common stock of the Company, no par value

per share, at a purchase price of $ 6.805 per share.

Net proceeds to the Company from the sale of the shares and the warrants, after deducting

estimated offering expenses and placement agent fees, were approximately $ 12.4 million.

The Company also sold to the investors warrants

to purchase up to an aggregate of 1,998,500 shares of common stock at an exercise price of $ 6.805 per share.

The warrants are exercisable

upon issuance and expire five and a half ( 5.5 ) years from the date of issuance.

The exercise price and the number of shares of common

stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions,

but not as a result of future securities offerings at lower prices.

On February 9, 2021, the Company entered into

a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased

from the Company, in a registered direct offering, an aggregate of 3,655,000 shares of the common stock of the Company, no par value

per share, at a purchase price of $ 7.80 per share.

Net proceeds to the Company from the sale of the shares and the warrants, after deducting

estimated offering expenses and placement agent fees, were approximately $ 26.1 million.

The Company also sold to the investors warrants

to purchase up to an aggregate of 3,655,000 shares of common stock at an exercise price of $ 7.80 per share.

The warrants are exercisable

upon issuance and expire five and a half ( 5.5 ) years from the date of issuance.

The exercise price and the number of shares of common

stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions,

but not as a result of future securities offerings at lower prices.

On December 14, 2021,

the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with non-U.S.

investors and accredited

investors pursuant to which the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of

3,228,807 shares of common stock, no par value, and warrants to purchase 4,843,210 shares.

The purchase price for each share of common

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

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

and issued 3,228,807 shares and 4,843,210 warrants.

In connection with the issuance, the Company issued 500,000 shares to a consultant

in assisting the Company in finding potential investors.

The warrants will be

exercisable at any time during the Exercise Window.

The “Exercise Window” means the period beginning on or after June 14,

2022 and ending on or prior to 5:00 p.m.

November 2 and November 3, 2020, the Company issued an aggregate of 860,000 shares of Series A Convertible Preferred Stock

(the “Series A Preferred Stock”), each convertible into one share of common stock, no par value, of Company, upon the terms

and subject to the limitations and considerations set forth in the Certificate of Designation of the Series A Preferred Stock, and warrants

to purchase up to 1,032,000 shares of common stock.

The purchase price for each share of Series A Preferred Stock and accompanying

warrants is $ 1.66 .

The net proceeds to the Company from this offering was approximately $ 1.43 million, not including any proceeds

that may be received upon cash exercise of the warrants.

The warrants 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.

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

The warrants are subject

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

The warrants contain a mandatory exercise

right for the Company to force exercise of the warrants if the closing price of the common stock equals or exceeds $ 5.97 for twenty

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

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

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

In February 2021, the shareholders approved

the preferred shareholders’ right to convert 860,000 shares of Series A Preferred Stock into 860,000 shares

of common stock in the Company’s annual meeting of shareholders.

As of June 30, 2022, the Series A Preferred Stock have been fully

converted to common stock on a one-for-one basis.

December 8, 2020, the Company entered into a securities purchase agreement with 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.

January 27, 2021, the Company entered into a securities purchase agreement with certain non-U.S.

investors thereto pursuant to which

the Company sold to the investors, and the investors purchased from the Company, an aggregate of 1,086,956 shares of common

stock, no par value, and warrants to purchase 5,434,780 shares.

The net proceeds to the Company from this offering were approximately

$ 4.0 million.

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

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.

February 6, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold

to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,998,500 shares

of the common stock of the Company, no par value per share, at a purchase price of $ 6.805 per share.

Net proceeds to the Company

from the sale of the shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately

$ 12.4 million.

The Company also sold to the investors warrants to purchase up to an aggregate of 1,998,500 shares of common

stock at an exercise price of $ 6.805 per share.

The warrants are exercisable upon issuance and expire five and a half ( 5.5 ) years

from the date of issuance.

The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject

to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings

at lower prices.

February 9, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold

to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 3,655,000 shares

of the common stock of the Company, no par value per share, at a purchase price of $ 7.80 per share.

Net proceeds to the Company

from the sale of the shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately

$ 26.1 million.

The Company also sold to the investors warrants to purchase up to an aggregate of 3,655,000 shares of common

stock at an exercise price of $ 7.80 per share.

The warrants are exercisable upon issuance and expire five and a half ( 5.5 ) years

from the date of issuance.

The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject

to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings

at lower prices.

December 14, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with non-U.S.

and accredited investors pursuant to which the Company sold to the investors, and the investors agreed to purchase from the Company,

an aggregate of 3,228,807 shares of common stock, no par value, and warrants to purchase 4,843,210 shares.

price for each share of common stock and one and a half warrants was $ 3.26 , and the exercise price per warrant is $ 4.00 .

received net proceed of $ 10,525,819 and issued 3,228,807 shares and 4,843,210 warrants.

In connection with the

issuance, the Company issued 500,000 shares to a consultant in assisting the Company in finding potential investors.

warrants will be exercisable at any time during the Exercise Window.

The “Exercise Window” means the period beginning on

or after June 14, 2022 and ending on or prior to 5:00 p.m.

(New York City time) on December 13, 2026 but not thereafter;

provided, however, that the total

number of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ official closing bid price of the

common stock shall equal or exceed $ 150,000,000 for a three consecutive month period prior to an exercise.

The Company’s outstanding warrants are

classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s

own stock and require net share settlement.

The fair value of the warrants was recorded as additional paid-in capital from common stock

On January 6, 2022,

the Company entered into Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant to which the Company

agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the

Warrants back to the Company.

These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021,

February 10, 2021, and March 14, 2018.

provided, however,

that the total number of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ official closing

bid price of the common stock shall equal or exceed $ 150,000,000 for a three consecutive month period prior to an exercise.

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

January 6, 2022, the Company entered into Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant

to which the Company agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and

the Sellers agreed to sell the Warrants back to the Company.

These Warrants were sold to these Sellers in three previous transactions

that closed on February 11, 2021, February 10, 2021, and March 14, 2018.

The purchase price for each Warrant is $ 2.00 .

Following announcement of the Warrant Purchase Agreements

on January 6, 2022, the Company agreed to repurchase an additional 103,200 warrants from other Sellers on the same terms as the previously

announced Warrant Purchase Agreements.

The aggregate number of warrants repurchased under the Warrant Purchase Agreements was 3,974,000 .

On January 7, 2022, the Company wired the purchase

price to each Seller.

Each Seller has agreed to deliver the Warrant to the Company for cancellation as soon as practicable following

the closing date, but in no event later than January 13, 2022.

The Warrants are deemed cancelled upon the receipt by the Sellers of the

purchase price.

Following is a summary of the status of warrants

outstanding and exercisable as of June 30, 2023

Warrants outstanding, as of June 30, 2022

Following announcement

of the Warrant Purchase Agreements on January 6, 2022, the Company agreed to repurchase an additional 103,200 warrants from

other Sellers on the same terms as the previously announced Warrant Purchase Agreements.

The aggregate number of warrants repurchased

under the Warrant Purchase Agreements was 3,974,000 .

January 7, 2022, the Company wired the purchase price to each Seller.

Each Seller has agreed to deliver the Warrant to the Company for

cancellation as soon as practicable following the closing date, but in no event later than January 13, 2022.

The Warrants are deemed

cancelled upon the receipt by the Sellers of the purchase price.

November 15, 2023, the Company entered into a subscription agreement with ten individual investors, under which the Company agreed to

sell an aggregate of 1,700,000 shares of its Common Stock and 1,700,000 warrants, with each warrant initially exercisable to purchase

one share of Common Stock at an exercise price of $ 6.07 per share, at an aggregate price of US$ 9,860,000 in a private placement.

13, 2023, the Company issued an aggregate of 1,700,000 shares of its common stock to the investors.

The company received US$ 9,860,000

but subsequently returned the funds to the investors because the 1,700,000 warrants, issuable as part of the transaction, could not be

issued timely due to certain outstanding warrant terms.

The investors returned the funds to the Company on January 4, 2024 after the

warrant terms were finalized.

On January 26, 2024, the Company entered into an amendment to the subscription agreement which provides,

among other things, that Nasdaq’s authorization must be obtained for the issuance of the securities under the subscription agreement

and the Company stockholders’ approval shall be obtained before the 1,700,000 warrants are issued to the investors.

authorized the issuance of the Common Stock and the conditional issuance of the warrants.

As of the date of this report, the issuance

of the warrants is still awaiting approval from the Company’s stockholders.

is a summary of the status of warrants outstanding and exercisable as of June 30, 2024

Warrants outstanding, as of June

Warrants exercisable, as of June 30, 2023

Warrants Outstanding

2018 Series A, 400,000

2020 warrants, 2,922,000

2021 warrants, 11,088,280

Stock-based compensation:

By action taken as of August 13, 2021, the Board

of Directors (the “Board”) of the Company and the Compensation Committee of the Board (the “Committee”) approved

a one-time award of a total of 1,020,000 shares of the common stock under the Company’s 2014 Stock Incentive Plan (the “Plan”)

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

of 200,000 shares to acting Chief Financial Officer, Tuo Pan, (iii) a one-time stock award grant of 160,000 shares to Board member, Zhikang

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

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

The shares were

valued at an aggregate of $ 2,927,400 based on the grant date fair value of such shares.

On November 18, 2021, Mr.

Jing Wang retired from

his position as a member of the Board, the Chairperson of the Committee, a member of Nominating/Corporate Governance Committee, and a

member of the Audit Committee.

Warrants outstanding, as

of June 30, 2024

Warrants exercisable, as

of June 30, 2024

Warrants Outstanding Warrants

Exercisable Weighted

2020 warrants - 292,200 18,100 $ 18.3 1.18 years

2021 warrants - 1,593,149 1,190,749 $ 49.4 2.06 years

compensation:

action taken as of August 13, 2021, the Board of Directors (the “Board”) of the Company and the Compensation Committee of

the Board (the “Committee”) approved a one-time award of a total of 1,020,000 shares of the common stock under

the Company’s 2014 Stock Incentive Plan (the “Plan”) to, including (i) a one-time stock award grant of 600,000 shares

to Chief Executive Officer, Lei Cao, (ii) a one-time stock award grant of 200,000 shares to acting Chief Financial Officer,

Tuo Pan, (iii) a one-time stock award grant of 160,000 shares to Board member, Zhikang Huang, (iv) a one-time stock award grant

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

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

The shares were valued at an aggregate

of $ 2,927,400 based on the grant date fair value of such shares.

November 18, 2021, Mr.

Jing Wang retired from his position as a member of the Board, the Chairperson of the Committee, a member of Nominating/Corporate

Governance Committee, and a member of the Audit Committee.

In connection with Mr.

Wang’s retirement, the Company granted Mr.

Wang 100,000 shares of common

stock under the Company’s 2021 stock incentive plan, which shares were valued at $ 377,000 based on the grant date fair value.

On February 4, 2022, the Company approved a one-time

award of a total of 500,000 shares of common stock under the Company’s 2021 Stock Incentive Plan to certain executive

officers of the Company, including Chief Executive Officer, Yang Jie ( 300,000 shares), Chief Operating Officer, Jing Shan ( 100,000 shares),

and Chief Technology Officer, Shi Qiu ( 100,000 shares).

The total fair value of the grants amounts to $ 2,740,000 based on the grant

date share price of $ 5.48 .

On February 16, 2022, the Company’s Board

approved a consulting agreement pursuant to which the Company will pay the consultant a monthly fee of $ 10,000 and 100,000 shares of

the Company’s common stock.

The shares were valued at $ 7.42 at grant date with a grant date fair value of $ 742,000 to be amortized

through October 31, 2022.

Stock compensation expenses for this contract were $ 412,222 for the year ended June 30, 2023.

In connection with the purchase order between

SOSNY and Thor Miner (see note 2), the Company issued 800,000 restricted shares to Future Tech Business Consulting (“Future Tech”)

pursuant to an Advisory Agreement under which Future Tech was to assist to the Company to find suitable buyers for cryptocurrency mining

machines sold by Thor Miner.

The shares were valued at approximately $ 3.6 million and the Company recorded the full amount as stock compensation

expense for the year ended June 30, 2023.

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

Stock Options:

A summary of the outstanding options is presented

in the table below:

Options outstanding, as of June 30, 2022

Cancelled, forfeited or expired

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

February 4, 2022, the Company approved a one-time award of a total of 500,000 shares of common stock under the Company’s

2021 Stock Incentive Plan to certain executive officers of the Company, including Chief Executive Officer, Yang Jie (300,000 shares),

Chief Operating Officer, Jing Shan (100,000 shares), and Chief Technology Officer, Shi Qiu (100,000 shares).

The total fair

value of the grants amounts to $2,740,000 based on the grant date share price of $5.48.

February 16, 2022, the Company’s Board approved a consulting agreement pursuant to which the Company will pay the consultant a

monthly fee of $ 10,000 and 100,000 shares of the Company’s common stock.

The shares were valued at $ 7.42 at

grant date with a grant date fair value of $ 742,000 to be amortized through October 31, 2022.

Stock compensation expenses for this

contract were $ 412,222 for the year ended June 30, 2023.

connection with the purchase order between SOSNY and Thor Miner (see note 2), the Company issued 800,000 restricted shares

to Future Tech Business Consulting (“Future Tech”) pursuant to an Advisory Agreement under which Future Tech was to assist

to the Company to find suitable buyers for cryptocurrency mining machines sold by Thor Miner.

The shares were valued at approximately

$ 3.6 million and the Company recorded the full amount as stock compensation expense for the year ended June 30, 2023.

the years ended June 30, 2024 and 2023, nil and $ 329,778 were recorded as stock-based compensation expense, respectively.

summary of the outstanding options is presented in the table below:

Options outstanding, as of June

Options exercisable, as of June 30, 2023

Following is a summary of the status of options

outstanding and exercisable as of June 30, 2023:

Outstanding Options

Exercise Price

forfeited or expired

Options outstanding, as

of June 30, 2024

Options exercisable, as

of June 30, 2024

is a summary of the status of options outstanding and exercisable as of June 30, 2024:

Exercise Price

NON-CONTROLLING INTEREST

The Company’s non-controlling interest

consists of the following:

Company’s non-controlling interest consists of the following:

Trans Pacific Logistics Shanghai Ltd.

1 unchanged sentence

( 1,522,971 )

Thor Miner Inc.

Brilliant Warehouse Service, Inc.

1 unchanged sentence

$ ( 2,747,633 )

$ ( 2,219,941 )

COMMITMENTS AND CONTINGENCIES

Contingencies

From time to time, the Company may be subject

to certain legal proceedings, claims and disputes that arise in the ordinary course of business.

Although the outcomes of these legal

proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on

its financial position, results of operations or liquidity.

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.

time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business.

Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will

have a material adverse impact on its financial position, results of operations or liquidity.

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 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”).

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.

and Defendants entered into a certain settlement agreement and general mutual release with an Effective Date of December 28, 2022 (“Settlement

Pursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of thirteen million in U.S.

dollars ($ 13,000,000 )

(the “Settlement Payment”) to SOSNY in exchange for SOSNY dismissing the lawsuit with prejudice as to the settling Defendants

and without prejudice as to all others.

The full Settlement Payment was received by SOSNY on December 28, 2022.

SOSNY dismissed the lawsuit with prejudice against 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”).

SOSNY dismissed the lawsuit

with prejudice against the Company (and other Defendants) on December 28, 2022.

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.

October 23, 2023, the Company filed a complaint against its former CFO, Tuo Pan, accusing her of conversion due to her alleged involvement

in two unauthorized transfers from the Company amounting to $ 219,000 and $ 7,920 .

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 pursuant to which Goalowen agreed to transfer its rights to receive income from operating a tuna fishing

vessel to SG Shipping for $ 3,000,000 and on May 5, 2023, Ms.

Shan made a wire transfer of $ 3,000,000 to Goalowen .

Such contract

was signed and payment was made by the Company’s former COO, Jing Shan, without the authorization of the board of directors of

The payment was recorded as an advance to a customer.

The Company filed a complaint against Jing Shan accusing her of the

unauthorized transfers in the United States District Court for the Eastern District of New York and has brought a lawsuit against Goalowen

to recover the $ 3 million.

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

allowance provision in the amount of $ 3,000,000 .

The Company filed a complaint against Jing Shan accusing her of the unauthorized transfers

in the United States District Court for the Eastern District of New York and has brought a lawsuit against Goalowen to recover the $ 3 million.

in connection with the Securities Purchase Agreement

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 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

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.

Hudson lawsuit claims monetary damages of “at least $ 4.4 million,”

plus interest, costs, fees, and attorneys’ fees.

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

22 unchanged sentences

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.

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.

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.

addition to the above litigations, the Company is also subject to additional contractual litigations as to which it is unable to estimate

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.

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, 2023, the Company

had employment agreements with each of Mr.

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.

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.

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.

In addition, to pay Mr.

Yang Jie provided for five-year

terms that extended automatically in the absence of termination notice provided at least 30 days prior to the fifth anniversary date

of the agreement.

If the Company failed to provide this notice or if the Company wished to terminate an employment agreement in the absence

of cause, then the Company was obligated to provide at least 30 days’ prior notice.

In such case during the initial term of the

agreement, the Company would need to pay such executive (i) the remaining salary through the date of October 31, 2026.

In addition, to

Lei Cao and Ms.

Tuo Pan (ii) two

times of the then applicable annual salary if there had been no change in control, as defined in the employment agreements or three-and-half

times of the then applicable annual salary if there was a change in control.

The employment agreements for Ms.

Tuo Pan (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.

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.

The Company does not at present expect the provisions

of the CARES Act to have a material impact on its tax provision given the amount of net operating losses currently available.

The Company’s income tax expenses for years

ended June 30, 2023 and 2022 are as follows:

For the Years Ended

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

February 2024, Zhikang Huang, a former employee of the Company filed a lawsuit against the Company in the Richmond City Circuit Court

In the complaint, Zhikang Huang alleges claims that the Company failed to compensate him for the severance payment of $ 300,000

contemplated in Section 6.3 of the Employee Agreement, his two months’ salary of $ 25,000 for the months of November and December

2023 and the incentive-based bonus to which he is entitled pursuant to paragraph 4.2 of the Employee Agreement.

March 27, 2020, the CARES Act was enacted and signed into law and includes, among other things, refundable payroll tax credits, deferment

of employer side social security payments, net operating loss carryback periods and alternative minimum tax credit refunds.

does not at present expect the provisions of the CARES Act to have a material impact on its tax provision given the amount of net operating

losses currently available.

Company’s income tax expenses for years ended June 30, 2024 and 2023 are as follows:

the Years Ended

$ ( 135,855 )

Total income tax expenses

income tax expenses

$ ( 135,855 )

Income tax expense for the years ended June 30,

2023 and 2022 varied from the amount computed by applying the statutory income tax rate to income before taxes.

Reconciliations between

the expected federal income tax rates using 21 % for the year ended June 30, 2023 and 2022 to the Company’s effective tax rate are

US Statutory tax rate

tax expense for the years ended June 30, 2024 and 2023 varied from the amount computed by applying the statutory income tax rate to income

before taxes.

Reconciliations between the expected federal income tax rates using 21 % for the year ended June 30, 2023 and

2022 to the Company’s effective tax rate are as follows:

US Statutory tax

Permanent difference*

Change in valuation allowance

Rate differential in foreign jurisdiction

differential in foreign jurisdiction

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

The Company’s deferred tax assets are comprised

of the following:

Company’s deferred tax assets are comprised of the following:

Allowance for doubtful accounts

1 unchanged sentence

Total deferred tax assets

Valuation allowance

( 14,296,000 )

( 13,096,000 )

Deferred tax assets, net - long-term

The Company’s operations in the U.S.

a cumulative U.S.

federal net operation loss (“NOL”) of approximately $ 22,000,000 as of June 30, 2022, which may reduce

future federal taxable income.

During the year ended June 30, 2023, approximately $ 19,700,000 of NOL was generated and the tax benefit

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

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

of the realization of deferred tax assets (“DTA”) and reduces the carrying amount of the deferred tax assets by a valuation

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

Management considers new evidence, both positive and negative, that

could affect the Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation

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

The Company determined that

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

reorganization and venture into new businesses.

The Company provided a 100 % allowance for its DTA as of June 30, 2023.

The net decrease

in valuation for the year ended June 30, 2023 amounted to approximately $ 4,696,000 , based on management’s reassessment of the amount

of the Company’s deferred tax assets that are more likely than not to be realized.

The Company’s taxes payable consists of

the following:

tax assets, net - long-term

have incurred a cumulative U.S.

federal net operating loss (“NOL”) of approximately $ 41,700,000 as of June 30, 2023, which

may reduce future federal taxable income.

The NOL generated for the year ended June 30, 2024 amounted to approximately $ 5,500,000 .

Tax benefit derived from this NOL was approximately $ 1,155,000 .

As of June 30, 2024, our cumulative NOL amounted to approximately $ 47,200,000 .

operations in China have incurred a cumulative NOL of approximately $ 1,703,000 as of June 30, 2023, which was mainly from net losses.

During the year ended June 30, 2024, we generated an additional NOL of approximately $ 359,000 due to increased third party service cots

as a result of our special committee’s investigation.

Our PRC subsidiaries’ cumulative NOL amounted to approximately $ 2,062,000

as of June 30, 2024, which may reduce future taxable income and will expire by 2026 .

Company’s operations in the U.S.

incurred a cumulative U.S.

federal net operation loss (“NOL”) of approximately

$ 22,000,000 as of June 30, 2022, which may reduce future federal taxable income.

During the year ended June 30, 2023, approximately

$ 19,700,000 of NOL was generated and the tax benefit derived from such NOL was approximately $ 8,775,000 .

As of June 30, 2023, the

Company’s cumulative NOL amounted to approximately $ 41,700,000 which may reduce future federal taxable income.

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 $ 1,703,000 which may reduce future taxable income which will expire by 2026 .

Company periodically evaluates the likelihood of the realization of deferred tax assets (“DTA”) and reduces the carrying

amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized.

Management considers

new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its

recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and

other relevant factors.

The Company determined that it is more likely than not its deferred tax assets could not be realized due to uncertainty

on future earnings as a result of the company’s reorganization and venture into new businesses.

The Company provided a 100 %

allowance for its DTA as of June 30, 2024.

The net decrease in valuation for the year ended June 30, 2024 amounted to approximately

$ 1,196,000 , based on management’s reassessment of the amount of the Company’s deferred tax assets that are more likely than

not to be realized.

Company’s taxes payable consists of the following:

VAT tax payable

1 unchanged sentence

CONCENTRATIONS

Major Customers

For the year ended June 30, 2023, two customers

accounted for 52.7 % and 16.1 % of the Company’s gross revenues.

As of June 30, 2023, two customers accounted for 35.6 % and

18.1 % 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

For the year ended June 30, 2023, two suppliers

accounted for approximately 19.6 % and 19.5 % of the total gross purchases, respectively.

For the year ended June 30, 2022, two suppliers

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

the year ended June 30, 2024, one customer accounted for 77.2 % of the Company’s gross revenues.

As of June 30, 2024,three

customers accounted for 29.8 %, 23.3 % and 22.1 % of the Company’s accounts receivable, net.

the year ended June 30, 2023, two customers accounted for 52.7 % and 16.1 % of the Company’s gross revenues.

June 30, 2023, two customers accounted for 35.6 % and 18.1 % of the Company’s accounts receivable, net.

the year ended June 30, 2024, two suppliers accounted for approximately 21.2 % and 20.1 % of the total gross purchases.

the year ended June 30, 2023, two suppliers accounted for approximately 19.6 % and 19.5 % of the total gross purchases, respectively.

SEGMENT REPORTING

ASC 280, “Segment Reporting”, establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in consolidated financial statements for detailing

the Company’s business segments.

The Company’s chief operating decision

maker is the Chief Operating Officer, who reviews the financial information of the separate operating segments when making decisions

about allocating resources and assessing the performance of the group.

As of June 30, 2023, the Company had two operating segments:

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

by segment for the years ended June 30, 2023 and 2022, respectively:

280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent

with the Company’s internal organizational structure as well as information about geographical areas, business segments and major

customers in consolidated financial statements for detailing the Company’s business segments.

Company’s chief operating decision maker is the Chief 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 ceased to

sell crypto-mining equipment since January 1, 2023.

For the nine months ended March 31, 2024, the Company operated in one segment, freight

logistics services, which had operations in both the United States and PRC.

For the nine months ended March 31, 2024, the Company did

not sell crypto-mining machines.

following tables present summary information by segment for the years ended June 30, 2024 and 2023, respectively:

For the Year Ended June 30, 2024

2 unchanged sentences

$ ( 478,266 )

Depreciation and amortization

6 unchanged sentences

$ ( 184,496 )

$ ( 148,059 )

Depreciation and amortization

1 unchanged sentence

Gross margin%

Total assets as of:

Shipping Agency and Management Services

Freight Logistic Services

Sales of crypto-mining machines

The Company’s operations are primarily

based in the PRC and U.S, where the Company derives all of its revenues.

Management also reviews consolidated financial results by business

Disaggregated information of revenues by geographic

locations are as follows:

For the Years Ended

Total revenues

assets as of:

Freight Logistic

of crypto-mining machines

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 locations.

Disaggregated

information of revenues by geographic locations are as follows:

the Years Ended

RELATED PARTY BALANCE AND TRANSACTIONS

Advance to suppliers-related party

The Company’s advances to suppliers – related party are

Bitcoin mining hardware and other equipment (1)

Total Advances to suppliers-related party

(1) On January 10, 2022, the Company’s joint venture, Thor Miner, entered into a Purchase 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

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)

Shanghai Baoyin Industrial Co., Ltd (2)

LSM Trading Ltd (3)

Rich Trading Co.

from related party, net

of June 30, 2024 and June 30, 2023, the outstanding amounts due from related parties consist of the following:

Jinbang Fuel Energy Co., Ltd (1)

Baoyin Industrial Co., Ltd (2)

Trading Ltd (3)

allowance for doubtful accounts

4 unchanged sentences

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

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.

The Company provided allowances of $ 382,949 and $ 383,672 for the balance of the receivable as of June 30, 2024 and 2023.

The amount of the allowance changed as a result of changes in exchange rates.

(2) As of June 30, 2024 and 2023, the Company advanced $ 1,066,003 and $ 1,068,014 to Shanghai Baoyin Industrial Co., Ltd.

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

1 unchanged sentence

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.

(3) As of June 30, 2024 and 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 full credit losses for the balance of the receivable.

The Company evaluated the collection possibility and decided to provide 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.

3 unchanged sentences

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

loan receivable from related parties consists of the following:

Wang, Qinggang (1)

(1) On June 10, 2021, the Company entered into a loan agreement with Wang Qinggang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

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

In February 2022, Wang Qinggang, borrowed and repaid $ 232,340 of the loan amount.

In June 2022, additional $ 552,285 (RMB 3,700,000 ) was loaned to Wang Qinggang with due date of June 7, 2024.

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.

The Company filed a complaint to recover the remainder of the funds advanced.

The Company provided an allowance of $ 103,424 for the balance of the receivable as of June 30, 2024 and 2023.

payable- related parties

of June 30, 2024 and 2023, 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, 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 .

payable - related party

of June 30, 2024 and 2023, the Company had accounts payable to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai,

of $ 25,997 and $ 104,962 .

These payments were made on behalf of the Company for the daily business operational activities.

of June 30, 2024 and 2023, the Company had accounts payable to $ 199,034 and nil 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.

SUBSEQUENT EVENTS

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.

July 31, 2024, Mr.

Haotian Song resigned from his position as a vice president and as a director of the board of directors of the Company.

Song’s resignation was for personal reasons and was not the result of any disagreement with the Company on any matter relating

to the Registrant’s operations, policies or practices

August 6, 2024, the Nominating and Corporate Governance Committee of the Board nominated and the Board appointed Ms.

Jia Yang as a vice

president of the Company and as a director of the Board to fill the vacancy resulting from Mr.

Haotian Song’s resignation.

Statement Filed With SEC

September 9, 2024, the Company filed a Registration Statement under Securities Act of 1933 with the Securities and Exchange Commission

for the offering and selling, from time to time in one or more offerings, any combination of debt securities, shares of common stock,

preferred stock, warrants, rights, share purchase contracts, share purchase units or units having an aggregate initial offering price

not exceeding $ 200,000,000 (or its equivalent in foreign or composite currencies) on terms to be determined at the time of offering.

Venture Company Established

August 22, 2024, the Company’s subsidiary in New York, New Energy Tech Ltd.

entered into a joint venture agreement with a Wyoming

company, Market One Services Corporation (“Market One”).

The Company owns 51 % of the equity interest while Market One owns

New Energy and Market One intend to collaborate on developing the solar panel commodity trade business.

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