What changed in this filing

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Item 9A. Controls and Procedures

2025-10-14 compared with 2024-10-15 · 1476 added, 1779 removed, 333 unchanged (91% of the section changed)

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;

Disclosure Controls and Procedures

As of June 30, 2025, the Company

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

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

the foregoing evaluation, the Chief Executive 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 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 effective internal controls over financial reporting as more fully described below.

Management’s Annual Report on Internal

Control over Financial Reporting

The Company’s management

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

the Securities and Exchange Act of 1934, as amended.

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

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

in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those

policies and procedures that:

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

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

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

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

Management conducted an assessment of the effectiveness of the Company’s

internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (2013 framework).

The following material weaknesses identified for the year ended

and as of June 30, 2024 were individually rectified as of September 5, 2025.

Material weaknesses identified as of June 30, 2024

Rectification actions taken

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;

The Company has implemented segregation of incompatible duties.

preparation of journal entries is handled by the financial export, while review is conducted by the CFO.

Furthermore, the CFO is responsible

for overseeing, coordinating, and communicating financial information among different entities within the group.

Lack of a full time U.S.

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

in previously issued financial statements;

Lack of resources with

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

Lack of management control reviews of the budget against

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

Lack of proper procedures

in identifying and recording related party transactions which led to restatement of previously issued financial statements (See Note

1 of the accompanying consolidated financial statement footnotes);

Lack of proper procedures

to maintain supporting documents for accounting 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

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.

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;

The Company has replaced part of its management team, and the current

management is familiar with U.S.

Additionally, the Company has provided training on U.S.

GAAP to the current management team.

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

The Company has revised its control procedures for significant unusual

transactions (“SUT”).

For SUT, dedicated processes are in place to identify, document, and review the related accounting treatments.

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;

The Company has revised its expense budgeting process and established

a budget management system.

Under the new system, quarterly reviews will be conducted to compare budgets against actual results.

analysis will be used to explain the reasons for significant variances between budgeted and actual figures.

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);

The Company has revised its related-party control procedures, establishing

clear provisions for the identification of related parties, the formation and approval of related-party lists, the identification of related-party

transactions, and the approval and disclosure of related-party transactions.

Lack of proper procedures to maintain supporting documents for accounting record;

The Company has revised its accounting bookkeeping procedures, establishing

requirements for approval, and retention of supporting documents corresponding to accounting records.

The CFO will be responsible for

reviewing whether the supporting documents in accounting records comply with the Company’s latest regulations.

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

The Company dismissed the executive who misused funds and replaced

the corresponding executive.

Additionally, the Company revised its cash disbursement procedures, implementing strict segregation of duties

for incompatible roles such as applicants, approvers, and cashiers involved in cash disbursements.

As of June 30, 2025, the Company carried out an evaluation, under the

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

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

Based on the foregoing

evaluation, the Chief Executive 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 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.

Changes in Internal Control over Financial

On April 24, 2025, we engaged Marcum Asia CPAs LLP to provide internal

control over financial reporting best practices consulting services to the Company and the Company made changes in its internal control

over financial reporting as discussed in the Management’s Annual Report on Internal Control over Financial Reporting.

Other Information.

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

During the quarter ended June

30, 2025, 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.

Positions Held

Chief Executive Officer, Chairlady of the Board

Chee Jiong Ng

Chief Financial Officer

Director, Vice President

Director, Manager of the Technology Department

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.

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.

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

He has served as the department

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

Prior to that, he served as

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

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

University of Finance and Economics.

Ying Cao is a Certified Public Accountant in China.

Xu Zhao has been a director since September 2023.

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

a Chinese trading company since March 2023.

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

a Chinese pharmaceutical company from September 2009 to July 2022.

Zhao received his bachelor’s degree in marketing from Nankai

University Binhai College in 2009.

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.

Jia Yang has been our Chief Executive Officer and Chairwomen of the Board since November 2024.

Before that, she has served as a Vice President

of the Company and a Director of the Board since August 2024.

Yang was the Chief Operating Officer at Beijing Angda Yingchuang Innovative

Materials Technology Co., Ltd.

since January 2023.

Prior to that, she was an executive

officer at Zhongjian Tianxia Beijing Investment Management 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.

From November 2019 to November 2021, Ms.

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.

Chee Jiong Ng

Chee Jiong Ng has been

our Chief Financial Officer since February 2023.

Ng worked as the CFO of Meta Data Limited from November 2021 to July 2024.

March 2021 to October 2021, Mr.

Ng was a Financial Advisor for two Nasdaq listed companies, responsible for annual and semi-annual reporting

obligations and financing activities.

From December 2017 to February 2021, Mr.

Ng was the CFO of Dunxin Financial Holdings Limited, now

known as Eason Technology Limited (NYSE:

Ng received a Bachelor’s Degree in economics from the University of Sydney, Australia

in 1993, and a Master’s Degree in commerce from the University of New South Wales, Australia in 1995.

Ng is also a Certified

Public Accountant of Australian Society of Certified Public Accountants since 1999.

Jinhao Pang has been our

Director and Manager of the Technology Department since November 2024.

He worked as a software engineer with Yisa Technology Co., Ltd.

in Qingdao, China from June 2021 to August 2022, where he led the design and development of a module for a training system, which allowed

companies to update training content dynamically and enables users to engage with the latest material through interactive learning and

problem-solving.

Pang received a M.S.

in Computer Science from New York University in May 2024, and a B.S.

in Information and Computing

Science from Xi’an Jiaotong-Liverpool University in 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

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

Zhongliang Xie

Zhongliang Xie has been

a Director since July 2023.

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

since January 2019.

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

of Shanxi Provincial Equity Exchange Center since August 2021.

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

Xinghua Certified Public Accountants, Xi’an Branch.

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

& Export Co., Ltd.

Xie graduated from Bao Ji University majoring in Enterprise Management.

He is a Certified

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

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.

He is a Certified Public Accountant,

Certified Public Valuer and Registered Cost Engineer in China.

Yangyang Xu has served

as an Director of the Company since October 2023.

Xu was 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 May 2018.

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

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.

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 October 13, 2025

Total Number of Directors

Gender Identity

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.

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, 2025, all of our executive officers, directors and greater-than-ten percent stockholders complied

with all Section 16(a) filing requirements.

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

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.

of the Board of Directors

Board has three standing committees:

We expect that any amendments

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

Policy Prohibiting Insider Trading and Related

We have adopted an insider

trading policy governing the purchase, sale, and other dispositions of the registrant's securities by directors, senior management, and

employees, which is included in the Code of Ethics of the Company, filed as Exhibit 14.1 hereto.

Committees of the Board of Directors

Our Board has three standing

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

The composition and function of each committee are described below.

Audit Committee 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 .

The composition and function

of each committee are described below.

Audit Committee

The 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 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

charter is posted on our website, at www.singularity.us .

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, Yangyang Xu and Xu Zhao.

Yangyang Xu serves as the chairwoman

of the Compensation Committee.

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

at www.singularity.us .

Our Compensation Committee is authorized to:

review and determine the

compensation arrangements for management;

establish and review general

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

financial goals;

review and determine our

stock incentive and purchase plans;

oversee the evaluation

of the board of directors and management;

review the independence

of any compensation advisers.

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;

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, Yangyang Xu and Xu Zhao.

Xu Zhao serves as the

chair of the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee has adopted a written charter,

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

The functions of our Governance Committee, among other

things, include:

identifying individuals qualified to become board members and recommending directors;

nominating board members for committee membership;

developing and recommending to our board corporate

governance guidelines;

reviewing and determining the compensation arrangements

for directors;

overseeing the evaluation of our Board and its committees

and management.

Committee Interlocks and Insider Participation

of the members of our Compensation Committee, at any time has 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.

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

Executive Compensation.

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

30, 2023 and 2024 .

The following table shows

the annual compensation paid by us to our executives for the years ended June 30, 2024 and 2025.

Securities- based

Former Chief Executive Officer (1)(6)

Former Chief Financial Officer (2)(7)

Chief Executive Officer (1)

Chee Jiong Ng

Chief Financial Officer (2)

Director, Manager of the Technology Department (3)

Zhikang Huang,

Former Vice President and Director (4)

Former Chief Operating Officer (4)

Yang Jie, (5)

Former Chief Executive Officer and director (9)

Chief Executive Officer (10)

Former Chief Executive Officer (5)

Dianjiang Wang

Former Chief Financial Officer (6)

Chief Financial Officer (12)

According to the Employment

Agreement dated January 1, 2019, Mr.

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

According to the Employment

Agreement dated November 1, 2021, Mr.

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

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.

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

According to the Employment

Agreement dated January 1, 2019, Mr.

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

According to the Employment

Agreement dated August 5, 2021, Ms.

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

According to the Employment

Agreement dated February 8, 2022, Ms.

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

since August 15, 2022.

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

Shan agreed to return to the

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

The shares are being cancelled.

Pursuant to the cancellation

agreement entered into on December 19, 2022, Mr.

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

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

The shares have been cancelled.

On November 1, 2021, Mr.

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

Cao resigned from the Board on January 9, 2023.

Pursuant to the separation agreement entered into on January 9, 2023, Mr.

Cao agreed to forfeit and return to the Company for cancellation

600,000 shares of common stock of the Company granted to him on August 13, 2021 under the terms of the 2014 Equity Incentive Plan

of the Company.

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.

Former Chief Financial Officer (7)

(1) According

to the Employment Agreement dated August 6, 2024, Ms.

Yang’s compensation consists of an annual base salary of $66,000 in cash

and a discretionary annual bonus, effective August 6, 2024.

Ms Yang was appointed as the CEO of the Company on November 18, 2024.

(2) According

to the Employment Agreement dated February 21, 2025, Mr.

Ng’s compensation consists of an annual base salary of $84,000 in cash

and a discretionary annual bonus, effective February 21, 2025.

(3) According

to the Employment Agreement dated November 18, 2024, Mr.

Pang’s compensation consists of an annual base salary of $60,000 in cash

and a discretionary annual bonus, commencing from June 1, 2025.

On November 1, 2021, Mr.

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

On August 9, 2022, Mr.

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

Committee’s recommendation that Mr.

Jie be suspended immediately.

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

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.

Mr Liu resigned on November 16, 2024.

(6) According

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

Wang’s compensation consists of an annual base salary of $60,000, and a discretionary

annual bonus, effective May 1, 2023.

Wang resigned as Chief Financial Officer on August 15, 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.

(7) According

to the Employment Agreement dated August 21, 2023, Mr.

Cao’s compensation consists of an annual base salary of $60,000, and a discretionary

annual bonus, effective August 21, 2023.

Cao resigned on February 20, 2025.

Outstanding Equity Awards of Named Executive

Officers at Fiscal Year-End

Director Compensation

The table below sets forth

the compensation received by our directors for the year ended June 30, 2025.

Fees earned or

Zhongliang Xie

Heng Wang (2)

Tieliang Liu (3)

Ling Jiang (4)

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.

Liu resigned as a director.

On September 28, 2023,

Ling Jiang resigned as a director.

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.

Under the terms of the employment agreement, Mr.

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.

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 October 15, 2024, for (i) each named executive officer

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

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.

table does not include Ms Jia Yang, our Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth certain information regarding our shares

of common stock beneficially owned as of October 13, 2025, for (i) each named executive officer and director, and (ii) all executive officers

and directors as a group.

As of October 13, 2025, 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:

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.

(i) over which such person, directly or indirectly, exercises

sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within

60 days through an exercise of stock options or warrants.

Unless otherwise indicated, voting and investment power relating to the shares

shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the

owner’s spouse or children.

In the table below, percentage ownership is based on 4,203,492 shares of our common stock issued and

outstanding as of October 13, 2025.

Name and Address of Beneficial Owner (1)

Percentage of

Chee Jiong Ng

Zhongliang Xie

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

The individual’s

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

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

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

Securities Authorized for Issuance to Our Officers,

Directors, Employees and Consultants under Equity Compensation Plans

The below table reflects,

2 unchanged sentences

Plan category

securities to be

average exercise

available for

future issuance

column (a)) (c)

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

3 unchanged sentences

Equity compensation plans not approved by security holders

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 2008 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.

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:

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.

Accordingly, 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, 2024 and 2025.

Due from Related Party

As of June 30, 2025 and 2024,

the outstanding amounts due from related parties consist of the following:

Zhejiang Jinbang Fuel Energy Co., Ltd (1)

2 unchanged sentences

Rich Trading Co.

allowance for doubtful accounts

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.

allowance for credit losses

Movements of allowance for credit losses were as follows:

Beginning balance

Exchange rate effect

Ending balance

of June 30, 2025 and 2024, the Company advanced $388,496 and $382,949 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 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.

provided full credit losses for the balance of the receivable.

The advance is

non-interest bearing and due on demand.

The Company provided credit losses of $388,496 and $382,949 for the balance of the receivable

as of June 30, 2025 and 2024.

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

of June 30, 2025, and 2024, the Company advanced $1,084,793 and $1,066,003 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

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

of June 30, 2025 and 2024, the Company advanced nil and $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 receivable.

The advance was fully written off in fiscal 2025.

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 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.

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.

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.

The advance was fully written off in fiscal 2025.

Due to related parties

As of June 30, 2025 and 2024, the Company owed $26,373 and $25,997

to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, respectively.

These payments were made on behalf of the Company

for the daily business operational activities.

As of June 30, 2025 and 2024, the Company owed $497,857 and $199,034

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

Wang Qinggang, CEO and legal representative

of Trans Pacific Shanghai.

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.

The balance of due to related parties was interest-free, unsecured,

and due upon demand.

Director Independence

Our Board has determined that

each of Zhongliang Xie, Yangyang Xu and Xu Zhao are 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.

Set forth below are the aggregate

fees billed by Audit Alliance LLP, our independent registered accounting firm, for the fiscal years ended June 30, 2025 and 2024 for services

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

Audit-related fees

1 unchanged sentence

All other 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.

Audit fees consist of fees

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

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

Audit-related fees consist

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

statements and not reported under Audit fees.

No such fees were billed in fiscal 2025 or 2024.

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.

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 2025 or 2024.

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

After considering the provision

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

is compatible with maintaining Audit Alliance’s independence.

The Audit Committee’s

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

Pre-approval is generally provided

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

a specific budget.

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

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

and the fees for the services performed to date.

Exhibits, Financial Statement Schedules.

Articles of Incorporation of Singularity Future Technology, Ltd.

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

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

Bylaws of Singularity Future Technology, Ltd.

Specimen Certificate for Common Stock (4)

Agreement by and between Mr.

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

Employment Agreement by and between Mr.

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

Articles of Incorporation of Singularity Future Technology, Ltd., incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2014.

Certificate of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

Articles of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., incorporated herein by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

Bylaws of Singularity Future Technology, Ltd., incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

333-150858 and 333-148611.

Specimen Certificate for Common Stock, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

333-150858 and 333-148611.

Form of Securities Purchase Agreement, dated June 19, 2025, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2025.

Form of Warrant, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 23, 2025.

Form of Placement Agent Agreement, dated January 24, 2025, between the Company and Maxim Group LLC, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2025.

Employment Agreement by and between Ms.

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

Code of Ethics of the Company (8)

Jia Yang and the Company, dated August 6, 2024, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Form of Employment Agreement by and between the Company and Chee Jiong Ng, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2025.

Employment Agreement by and between the Company and Jinhao Pang dated November 18, 2024, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Director Offer Letter to Jinhao Pang, dated November 18, 2024, incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

2025 Stock Incentive Plan*

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

List of subsidiaries of the Company*

3 unchanged sentences

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

Clawback Policy*

Clawback Policy, incorporated by reference to exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on October 15, 2024.

XBRL Instance Document*

6 unchanged sentences

XBRL and contained in Exhibit 101)*

Filed herewith.

Furnished herewith.

Incorporated herein by

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

Incorporated herein by

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

Incorporated herein by

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

Incorporated by reference

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

333-150858 and 333-148611.

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.

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.

We have elected not to include a summary pursuant

to this Item 16.

Pursuant to the requirements

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

undersigned, thereunto duly authorized.

SINGULARITY FUTURE TECHNOLOGY, LTD.

3 unchanged sentences

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

Chairman of the Board and Chief Executive Officer

Director, Chairlady of the Board and Chief Executive Officer

October 14, 2025

(Principal Executive Officer)

/s/ Yangyang Xu

October 14, 2025

Zhongliang Xie

/s/ Zhongliang Xie

October 14, 2025

Zhongliang Xie

Director, Vice President

/s/ Jinhao Pang

Director, Manager of the Technology Department

October 14, 2025

/s/ Chee Jiong Ng

Chief Financial Officer

October 14, 2025

(Principal Financial and

Accounting Officer)

to Financial Statements

Chee Jiong Ng

(Principal Financial and Accounting Officer)

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

4 unchanged sentences

Notes to consolidated financial statements

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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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, 2025

and 2024, 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, 2025

and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, 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.

Accordingly, we express no such opinion.

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.

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 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.

/s/ Audit Alliance LLP

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

AUDIT ALLIANCE LLP ( 3487 )

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

ALLIANCE LLP ( 3487 )

October 14, 2025

FUTURE TECHNOLOGY, LTD.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

Current assets

Restricted cash

Cryptocurrencies

Notes receivable

Accounts receivable, net

Other receivables, net

Advances to suppliers - third parties

Prepaid expenses and other current assets

Due from related party

Advances to suppliers - third parties, net

Prepaid expenses

Total current assets

2 unchanged sentences

Other long-term assets - deposits

Total non-current assets

Liabilities and Equity

Current Liabilities

Loans from third parties

Deferred revenue

3 unchanged sentences

Taxes payable

Due to related party

Due to related parties

Judgment debt payable

Accrued expenses and other current liabilities

Total current liabilities

Lease liabilities - noncurrent

Convertible notes

Loans from third parties

Lease liabilities - non-current

Total non-current liabilities

Total liabilities

Commitments and Contingencies

Preferred stock, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2024 and June 30, 2023, respectively

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

3,503,492 and 17,715,526 shares issued and outstanding as of June 30, 2024 and June 30,2023, respectively

Shareholders’ Equity:

Preferred share, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2025 and 2024, respectively

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

4,203,492 and 3,503,492 shares issued and outstanding as of June 30, 2025 and 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated deficits

( 94,597,445 )

( 90,684,966 )

Accumulated other comprehensive income

Total Stockholders’ Equity attributable to controlling shareholders of the Company

Accumulated other comprehensive (loss) income

Total Shareholders’ Equity attributable to controlling shareholders of the Company

Non-controlling Interest

2 unchanged sentences

Total Liabilities and Equity

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

FUTURE TECHNOLOGY, LTD.

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

For the Years Ended

2 unchanged sentences

( 3,614,947 )

Gross (loss)/profit

Gross profit (loss)

Selling expenses

2 unchanged sentences

( 5,031,852 )

Impairment loss of investment

Impairment loss of cryptocurrencies

Impairment loss of fixed assets and intangible assets

Provision for doubtful accounts, net

( 2,827,511 )

Stock-based compensation

Allowance for credit losses, net

Total operating expenses

4 unchanged sentences

( 5,922,204 )

Gain/(loss) from disposal of subsidiary and VIE

Lawsuit settlement expenses

( 8,400,491 )

Other income (expenses), net

Net loss before provision for income taxes

Gain from disposal of subsidiary and VIE

Interest income

Interest expenses

Judgment debt expenses

Other income, net

Net loss before income tax expenses

( 3,284,301 )

3 unchanged sentences

( 5,471,774 )

Net loss attributable to non-controlling interest

Net income (loss) attributable to non-controlling interest

Net loss attributable to controlling shareholders of the Company.

4 unchanged sentences

$ ( 5,471,774 )

Other comprehensive income - foreign currency

Other comprehensive (loss) income - foreign currency

Comprehensive loss

11 unchanged sentences

of these audited consolidated financial statements.

FUTURE TECHNOLOGY, LTD.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN EQUITY

Preferred Stock

Additional paid-in

Accumulated other comprehensive

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Preferred Share

comprehensive

Shareholders’

Noncontrolling

2 unchanged sentences

$ ( 2,219,941 )

Stock based compensation to consultants

Cancellation of stock compensation

Issuance of common shares to private investors

Cancellation of shares due to settlement

( 2,125,420 )

Disposal of subsidiaries

Foreign currency translation

1 unchanged sentence

( 5,108,528 )

BALANCE, June 30, 2023

( 5,471,774 )

( 2,219,941 )

Preferred Stock

Additional paid-in

Accumulated other comprehensive

Noncontrolling

BALANCE, June 30, 2024

1 unchanged sentence

( 2,747,633 )

Issuance of common stock to private investors

Cancellation of shares due to settlement

Disposal of subsidiaries

Issuance of common shares to private investors

Foreign currency translation

Net (loss) income

( 3,912,479 )

( 3,314,531 )

BALANCE, June 30, 2025

1 unchanged sentence

$ ( 94,597,445 )

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

FUTURE TECHNOLOGY, LTD.

$ ( 596,914 )

$ ( 2,016,719 )

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

3 unchanged sentences

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

Stock-based compensation

Depreciation and amortization

Non-cash lease expense

Provision for doubtful accounts, net

Impairment loss of fixed assets and intangible asset

Gain on disposal of ROU

Loss (gain) on disposal of fixed assets

(Gain) loss on disposal of subsidiaries

Impairment loss of investment

Allowance for credit losses, net

Gain on disposal of subsidiaries

Property and equipment written off

Impairment loss of cryptocurrencies

Investment loss from unconsolidated subsidiary

Interest expenses related to convertible notes

Interest expenses related to convertible note

Changes in assets and liabilities

Notes receivable

Accounts receivable

1 unchanged sentence

Advances to suppliers - third parties

Advances to suppliers – related party

Prepaid expenses and other current assets

Other long-term assets - deposits

Due from related parties

Deferred revenue

( 6,888,971 )

Refund payable

( 13,000,000 )

Accounts payable

1 unchanged sentence

Lease liabilities

Judgment debt payable

Accrued expenses and other current liabilities

Net cash (used in) provided by operating activities

Net cash used in operating activities

( 2,692,682 )

2 unchanged sentences

Acquisition of property and equipment

Proceeds from disposal of property and equipment

Loan receivable – related parties

Advance to related parties

Repayment from related parties

Amount paid to Goalowen

( 3,000,000 )

Net cash provided by (used in) investing activities

( 2,225,708 )

Net cash provided by investing activities

Financing Activities

Proceeds from issuance of common stock

Repayment of convertible notes

( 5,000,000 )

Proceeds from issuance of common shares

Payment of accrued interest related to convertible notes

Payment of legal settlement to cancel shares

( 2,125,420 )

Net cash provided by (used in) financing activities

( 2,125,420 )

Net increase(decrease) in cash and restricted cash

Repayment of convertible notes

( 5,000,000 )

Cash at beginning of period

Effect of exchange rate fluctuations on cash and restricted cash

Cash and restricted cash at end of period

Proceeds from third parties loans

Repayment of third parties loans

Net cash provided by financing activities

Net (decrease) increase in cash

Cash and restricted cash, beginning of year

Effect of changes of foreign exchange rate on cash and restricted cash

Cash and restricted cash, end of year

Representing:

Cash, end of period

Restricted cash, end of period

Total cash and restricted cash, end of period

Cash, end of year

Restricted cash, end of year

Total cash and restricted cash, end of year

Supplemental information

2 unchanged sentences

Non-cash transactions of operating and investing activities

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

FUTURE TECHNOLOGY, LTD.

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

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

AND AFFILIATES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

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.

The 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.

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.

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:

Currently, the Company primarily focus on providing freight

logistics services, which include shipping, and other logistical support to steel companies, through subsidiary, Trans Pacific Shipping

To date, the Company has not generated any revenues

from entry into the solar panel production and distribution business.

As of June 30, 2025, the Company’s subsidiaries included the

Name Background Ownership

Artificial Intelligence Regeneration Technology Co., Ltd (Cayman Islands) ● A Cayman Islands corporation 100 % owned by the Company

● Incorporated on November 18, 2024

● No material operations

Artificial Intelligence Regeneration Technology Co., Ltd (BVI) ● A BVI corporation 100 % owned by the Company

● Incorporated on May 21, 2025

● No material operations

Sino-Global Shipping New York Inc.

A New York Corporation

(“SGS NY”) ● A New York corporation 100 % owned by the Company

● Incorporated on May 3, 2013

Primarily engaged in freight logistics services

100% owned by the Company

● No material operations

Sino-Global Shipping HK Ltd.

A Hong Kong Corporation

(“SGS HK”) ● A Hong Kong corporation 100 % owned by the Company

● Incorporated on September 22, 2008

● No material operations

100% owned by the Company

Trans Pacific Shipping Ltd.

(“Trans Pacific Beijing”) ●

A PRC limited liability company

(“Trans Pacific Beijing”) ● A PRC limited liability company 100 % owned by the Company

● Incorporated on November 13, 2007.

Primarily engaged in freight logistics services

100% owned the Company

● No material operations

Trans Pacific Logistic Shanghai Ltd.

(“Trans Pacific Shanghai”) ●

A PRC limited liability company

(“Trans Pacific Shanghai”) ● A PRC limited liability company 90 % owned by Trans Pacific Beijing

● Incorporated on May 31, 2009

● Primarily engaged in freight logistics services

90% owned by Trans Pacific Beijing

Gorgeous Trading Ltd (“Gorgeous Trading”) ●

A Texas Corporation

Gorgeous Trading Ltd (“Gorgeous Trading”) ● A Texas corporation 100 % owned by SGS NY

● Incorporated on July 1, 2021

Primarily engaged in warehouse related services

owned by SGS NY

● No material operations

Brilliant Warehouse Service Inc.

(“Brilliant Warehouse”) ●

A Texas Corporation

(“Brilliant Warehouse”) ● A Texas corporation 51 % owned by SGS NY

● Incorporated on April 19, 2021

Primarily engaged in warehouse house related services

51% owned by SGS NY

Phi Electric Motor In.

A New York Corporation

Incorporated on August 30, 2021

No operations

51% owned by SGS NY

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

A New York Corporation

● No material operations

SG Shipping & Risk Solution Inc, (“SGSR”) ● A New York corporation 100 % owned by the Company

● Incorporated on September 29, 2021

● No material operations

100% owned by the Company

SG Link LLC (“SG Link”) ●

A New York Corporation

Incorporated on December 23, 2021

No operations

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

New Energy Tech Limited (“New Energy”) ●

A New York Corporation

New Energy Tech Limited (“New Energy”) ● A New York corporation 100 % owned by the Company

● Incorporated on September 19, 2023

● No material operations

100% owned by the Company

Singularity (Shenzhen) Technology Ltd.

(“SGS Shenzhen”) ●

A Mainland China Corporation

● A Mainland China corporation 100 % owned by the Company

● Incorporated on September 4, 2023

● No material operations

100% owned by the Company

In assessing the Company’s liquidity and

substantial doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on-hand and operating expenditure

The Company’s liquidity needs are to meet working capital requirements and operating expense obligations.

the Company financed its operations primarily through cash generated by operating activities, issuance of common shares and loans from

third parties.

The accompanying financial statements do not include

any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

The accompanying

financial statements have been prepared on a basis, which contemplates the realization of assets and satisfaction of liabilities in the

normal course of business.

The Company recorded net losses of $ 3.3 million and $ 5.5 million and net cash used in operating activities

of $ 2.7 million and $ 4.4 million for the year ended June 30, 2025 and 2024, respectively.

The above matters raise substantial doubt about

the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

As of June 30, 2025, the Company had cash balance of $ 14.5 million.

In evaluating if there is substantial doubt about

the ability to continue as a going concern, the Company is trying to alleviate the going concern risk through (1) equity or debt financing,

and (2) reducing cash used in operating activities, to meet our anticipated working capital requirements for at least the next 12 months.

The Company may, however, need additional capital in the future to fund our further expansion.

If the Company determines that its cash

requirements exceed the amount of cash and cash equivalents it has on hand at the time, the Company may seek to issue equity or debt securities

or obtain credit facilities.

The issuance and sale of additional equity would result in further dilution to shareholders of the Company.

As a result, the Company prepared the consolidated

financial statements assuming the Company will continue as a going concern.

However, there is no assurance that the measures above can

be achieved as planned.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission

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

and expenses of its subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

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.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.

its financial positions and results of operations in Hong Kong dollar (“HKD”).

(a) Basis of Presentation

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

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.

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,

have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”)

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

The consolidated financial statements

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

All intercompany transactions

and balances have been eliminated in consolidation.

(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:

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 market data.

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

The carrying value of notes receivable, accounts

receivable, net, and advances to suppliers – third parties, net, 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, cost of revenues,

allowance for credit losses, impairment loss, valuation allowance for deferred tax assets, and income tax expense.

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”).

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”).

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 Federal Reserve at the balance sheets’ dates and revenues and expenses are translated at average exchange rates

in effect during the year.

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

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

The exchange rates in effect as of June 30, 2025,

and 2024 were US$ 1 for RMB 7.1636 and RMB 7.2674 , respectively.

The average exchange rates for the fiscal years ended June 30, 2025, and

2024 were US$ 1 for RMB 7.2143 and RMB 7.2139 , respectively.

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, Hong

Kong, the U.S., and Djibouti.

As of June 30, 2025 and 2024, cash balances of $ 62,773 and $ 111,133 , respectively, were maintained

at financial institutions in the PRC, of which nil and $ 27,798 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 ).

30, 2025 and 2024, cash balances of $ 3,119,012 and $ 3,154,774 , respectively, were maintained at U.S.

financial institutions, of which

$ 2,782,355 and nil of these balances are not covered by insurance, as each U.S.

account was insured by the Federal Deposit Insurance Corporation

or other programs subject to $ 250,000 limitations.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately

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

As of June 30, 2025 and 2024, cash balances

of $ 65,956 and $ 65,997 , respectively, were maintained at financial institutions in Hong Kong, of which $ 1,956 and nil of these balances

are not covered by insurance.

As of June 30, 2025 and 2024, a cash balance of $ 14,404,155 and $ 14,404,155 was maintained in financial

institutions in Djibouti which are uninsured.

As of June 30, 2025 and 2024, amount of deposits had been covered by insurance amounted

to $ 461,870 and $ 206,725 , respectively.

Restricted Cash

As of June 30, 2025 and 2024, the Company’s restricted cash was

approximately $ 3.12 million and approximately $ 3.09 million, respectively, of which approximately $ 3.03 million and $ 3.09 million, respectively,

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.

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, last renewed on May 12, 2025, and will be matured on December 14, 2025 with an annual interest

rate of 3.996 %.

The interest proceeds generated as of June 30, 2025 and 2024 was approximately $ 0.13 million and approximately $ 0.09 million,

respectively.

As of June 30, 2025, the remaining restricted cash of $ 85,712 was restricted by legal order of judgment debt.

(f) Receivables and Allowance for Credit Losses

The carrying amounts of notes, accounts and other

receivable are 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 notes, accounts and other receivable.

Many factors are considered

in estimating the general allowance, including reviewing delinquent notes and 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.

Notes, accounts and other receivable represent historical

balances recorded with less related cash applications, less allowance for credit losses and any write-offs of any receivables not previously

provided for.

(g) Credit losses

In 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

Computer and office equipment

Furniture and fixtures

System software

Leasehold improvements

Shorter of lease term or useful lives

Mining equipment

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.

The 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 or acquired.

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.

The 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.

Under the CECL methodology, the allowance for

credit losses is model based and utilizes a forward-looking macroeconomic forecast in estimating expected credit losses.

the allowance for credit losses would be considered the uncertainty of forward-looking scenarios based on the likelihood and severity

of a possible recession as another possible scenario.

The following table presents the aging analysis

of accounts receivable and allowance for credit losses as of June 30, 2025 and 2024.

balance as of

Allowance for

credit losses

receivable balance as of

Allowance for

credit losses

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 credit loss allowance is adequate

and adjusts the allowance when necessary.

Delinquent account balances are written off against allowance for credit losses 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:

Buildings 20 years

Motor vehicles 3 – 10 years

Computer and office equipment 1 – 5 years

Furniture and fixtures 3 – 5 years

System software 5 years

Leasehold improvements Shorter of lease term or

Mining equipment 3 years

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

4 unchanged sentences

with the risk involved or based on independent appraisals.

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

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

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

(iv) financial condition and near term

prospects of the investment;

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

in fair value.

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

Shanming Liang, a shareholder of the Company,

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

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

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.

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 June 30, 2025 and 2024, no impairments were recorded.

property and equipment were disposed of as of June 30, 2025 due to being inoperable after long time usage.

(i) 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.

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

cost per tonnage.

The variable consideration is comprised of transportation tonnage.

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

Revenue for the above services is recognized on

a gross basis when the Company controls the services as it has the obligation to (i) provide all services (ii) bear any inventory risk

for warehouse services.

In addition, the Company has control to set its selling price to ensure it would generate profit for the services.

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 is 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.

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.

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 nil and

$ 66,423 for the year ended June 30, 2025 and 2024, respectively.

The Company’s disaggregated revenue streams

are described as follows:

For the Years Ended

Sale of crypto mining machines

Freight logistics services

Disaggregated

information of revenues by geographic locations are as follows:

Freight logistic services

Disaggregated information of revenues by geographic locations is as

For the Years Ended

Total revenues

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.

Total revenue

(j) Cost of revenues

Cost of revenues consist of costs directly attributable

to the performance of freight logistic services which are mainly services provided by third parties.

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

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

(1) whether any

expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct

costs for any expired or existing leases.

For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy

election not to recognize lease assets and liabilities.

The Company also adopted the practical expedient that allows lessees to treat

the lease and non-lease components of a lease as a single lease component.

Upon adoption, the Company recognized right of use (“ROU”)

assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental

borrowing rate of 7 % based on the duration of lease terms.

Operating lease ROU assets and lease liabilities

are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over

the lease term.

Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing

rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing

rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments,

in a similar economic environment and over a similar term.

Lease terms used to calculate the present value

of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable

certainty at lease inception that these options will be exercised.

The Company generally considers the economic life of its operating

lease ROU assets to be comparable to the useful life of similar owned assets.

The Company has elected the short-term lease exception,

therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less.

Its leases generally

do not provide a residual guarantee.

The operating lease ROU asset also excludes lease incentives.

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

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.

Lease expense is recognized on a straight-line

basis over the lease term.

The Company reviews the impairment of its ROU

assets consistent with the approach applied for its other long-lived assets.

The Company reviews the recoverability of its long-lived

assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The assessment

of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax

cash flows of the related operations.

The Company has elected to include the carrying amount of operating lease liabilities in any tested

asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.

Because the Company and its subsidiaries and Sino-China

were incorporated in different jurisdictions, they file separate income tax returns.

The Company uses the asset and liability method of

accounting for income taxes in accordance with U.S.

Deferred taxes, if any, are recognized for the future tax consequences of temporary

differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements.

allowance is provided against deferred tax assets if it is more likely than not that the asset will not be utilized in the future.

The Company recognizes the tax benefit from an

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

based on the technical merits of the position.

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

as income tax expense.

The Company had no uncertain tax positions as of June 30, 2025 and 2024.

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

Income tax returns for the years prior to 2019

are no longer subject to examination by U.S.

tax authorities.

Enterprise Income Tax

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

GAAP”) at 25 %.

Sino-China and Trans Pacific 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.

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 %.

incorporated in the PRC 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 are subject to VAT at rates ranging from 9 % to 13 %.

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

(m) Earnings (loss) per Share

Basic earnings (loss) per share are computed by

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

of the Company outstanding during the applicable period.

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

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

stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive.

For the years ended June 30, 2025 and 2024, there

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

(n) 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 shareholders’ equity but are excluded from

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

dollar as its functional currencies.

Stock-based Compensation

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

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

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

The Company records stock-based

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

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

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

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

are received.

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

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

Expected volatilities

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

The Company uses historical data to estimate option exercise and

employee terminations.

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

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

Treasury yield curve in effect at the time

of the grant.

Risks and Uncertainties

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

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

The Company’s operations in the PRC are subject to

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

These include

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

(o) Segment reporting

An operating segment is a component of the Company

that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial

reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources

and assess performance of the segment.

In accordance with ASC 280, Segment Reporting,

operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated

regularly by the chief operating decision maker (“CODM”), or decision-making Company, in deciding how to allocate resources

and in assessing performance.

The Company uses the “management approach” in determining reportable operating segments.

management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making

operating decisions and assessing performance as the source for determining the Company’s reportable segments.

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.

CODM has been identified as the chief executive officer (the “CEO”), who reviews combined results when making decisions about

allocating resources and assessing performance of the Company.

The Company has determined that there is only one reportable operating

segment, i.e.

freight logistics services.

For the fiscal 2025, the Company generated all of its revenue in PRC, and no geographical segment

is presented.

(p) Risks and Uncertainties

The Company’s business, financial position

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

state of the PRC economy.

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

associated with companies in North America and Western Europe.

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

health and legal environments and foreign currency exchange.

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

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

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

Related parties

Parties, which can be a corporation or individuals,

are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are

subject to common control or common significant influence.

(r) Recent Accounting Pronouncements

The Company considers the applicability and impact

Management periodically reviews new accounting standards that are issued.

In November 2024, the

FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses , which requires that public business entities disclose additional information about specific expense categories in the

notes to financial statements at interim and annual reporting periods.

This ASU is effective for fiscal years beginning after

December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

This ASU may be

applied either on a prospective or retrospective basis.

We are currently evaluating the impact of this standard on our

In November 2024, the FASB

issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible

Debt Instruments , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should

be accounted for as an induced conversion.

This ASU is effective for fiscal years beginning after December 15, 2025 and interim

reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of this

standard on our disclosures.

In January 2025, the FASB issued ASU 2025-01,

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) ,which clarifies

that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and

interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption of Update 2024-03 is permitted.

In May 2025, the FASB issued

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), Determining the Accounting Acquirer in the Acquisition

of a Variable Interest Entity, which revised current guidance for determining the accounting acquirer for a transaction effected primarily

by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

The amendments require that

an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition

transactions.

The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging

equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12

through 55-15 to determine which entity is the accounting acquirer.

The amendments in this Update are effective for all entities for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

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

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.

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.

in this Update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial

application date.

Early adoption is permitted as of the beginning of an interim or annual reporting period.

May 2025, the FASB issued ASU 2025-04, Compensation – Stock

Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Clarifications to Share-Based Consideration Payable to

a Customer , which revised the Master Glossary definition of the term

performance condition for share-based consideration payable to a customer.

The revised definition incorporates conditions (such as vesting

conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services

from the grantor (including over a specified period of time).

The revised definition also incorporates performance targets based on purchases

made by other parties that purchase the grantor’s goods or services from the grantor’s customers.

The revised definition of

the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services

to be used or consumed in the grantor’s own operations.

Although it is expected that entities will conclude that fewer awards contain

service conditions, for those that are determined to have service conditions, the amendments in this Update eliminate the policy election

permitting a grantor to account for forfeitures as they occur.

Therefore, when measuring share-based consideration payable to a customer

that has a service condition, the grantor is required to estimate the number of forfeitures expected to occur.

Separate policy elections

for forfeitures remain available for share-based payment awards with service conditions granted to employees and nonemployees in exchange

for goods or services to be used or consumed in the grantor’s own operations.

The amendments in this Update clarify that share-based

consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of

goods or services to the grantor.

Finally, the amendments in this Update clarify that a grantor should not apply the guidance in Topic

606 on constraining estimates of variable consideration to share-based consideration payable to a customer.

Therefore, a grantor is required

to assess the probability that an award will vest using only the guidance in Topic 718.

Collectively, these changes improve the decision

usefulness of a grantor’s financial statements, improve the operability of the guidance, and reduce diversity in practice for accounting

for share-based consideration payable to a customer.

Under the amendments in this Update, revenue recognition will no longer be delayed

when an entity grants awards that are not expected to vest.

This is expected to result in estimates of the transaction price that better

reflect the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services

to a customer and, therefore, more decision-useful financial reporting.

The amendments in this Update are effective for

all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December

Early adoption is permitted for all entities.

The amendments in this Update permit a grantor to apply the new guidance on either

a modified retrospective or a retrospective basis.

When applying the amendments in this Update on a modified retrospective basis, a grantor

should recognize a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of 4 equity

or net assets in the statement of financial position) as of the beginning of the period of adoption and should not recast any financial

statement information before the period of adoption.

A grantor should apply the amendments as of the date of initial application to all

share-based consideration payable to a customer.

When applying the amendments in this Update on a retrospective basis, a grantor should

recast comparative periods and recognize a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate

components of equity or net assets in the statement of financial position) as of the beginning of the earliest period presented.

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

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

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

(“Sino-China”).

The Company controlled

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

The Company made

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

any potential risks associated with any VIE structures.

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

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

June 30, 2024

Total current assets

Total other assets

Total current liabilities

Total net assets

Noncontrolling interests

Exchange rate effect

Total (gain) on disposal

$ ( 359,781 )

For the Year Ended

June 30, 2023

Total current assets

Total other assets

Total current liabilities

Total net assets

Exchange rate effect

Total loss on disposal

CRYPTOCURRENCIES

following table presents additional information about cryptocurrencies:

Beginning balance

Impairment loss

Ending balance

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.

an entity that elects to apply the guidance retrospectively should use the actual outcome, if known, of a performance condition or service

condition as of the beginning of the annual reporting period of adoption for all prior-period estimates.

If actual outcomes are unknown

as of the beginning of the annual reporting period of adoption, an entity should use its estimate of the probability of achieving a service

condition or performance condition as of the beginning of the annual reporting period of adoption for all prior-period estimates.

In July 2025, the FASB issued

ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and

Contract Assets (ASU 2025-05)”, simplifies credit loss calculations by introducing a practical expedient (available to all entities)

that allows entities to assume current conditions won’t change over an asset’s life, removing the need for complex macroeconomic

Additionally, a new accounting policy election (for non-public business entities) allows these entities to consider post-balance

sheet collection activity to estimate expected credit losses.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

Early adoptions is permitted.

The Company’s management does not believe the adoption of ASU 2025-05 will have a material impact

on its financial statements and disclosures.

The Company does not believe other recently issued

but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial

position, statements of operations, cash flows, and disclosures.

NOTES RECEIVABLE

Notes receivable related to bank acceptance notes

issued by third party companies and backed by financial institutions which can be encashed upon maturity, encashed by discounting, or

reassigned to suppliers.

As of June 30, 2025, the maturity date of these notes ranged from July 23, 2025 to November 27, 2025.

ACCOUNTS RECEIVABLE, NET

Company’s net accounts receivable are as follows:

The Company’s net accounts receivable are as follows:

Trade accounts receivable

1 unchanged sentence

( 3,286,991 )

( 3,288,740 )

Accounts receivable, net

of allowance for doubtful accounts are as follows:

Movement of allowance for expected credit losses is as follows:

Beginning balance

Provision for expected credit losses, net of recovery

Allowance for credit losses, net of recovery

( 3,296,961 )

Exchange rate effect

Ending balance

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.

For the year ended June 30, 2024, allowance for

credit losses and write-off was $ 17,667 and $ 17,303 respectively.

For the year ended June 30, 2025, write-off was $ 3.3 million.

OTHER RECEIVABLES, NET

Company’s other receivables are as follows:

The Company’s other receivables, net, are as follows:

Advances to customers

Employee business advances

allowances for doubtful accounts

( 6,848,699 )

allowances for credit losses

( 6,848,699 )

Other receivables, net

* 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.

(“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:

Movement of impairment for expected credit losses is as follows:

Beginning balance

Allowance for credit losses, net of recovery

( 6,848,699 )

Exchange rate effect

Ending balance

ADVANCES TO SUPPLIERS

Company’s advances to suppliers – third parties are as follows:

Freight fees (1)

allowances for doubtful accounts

ADVANCES TO SUPPLIERS – THIRD PARTIES, NET

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

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:

Advances to suppliers – third parties, net related to prepayment

for various shipping costs for shipments.

The Company’s advances to suppliers – third parties are as follows:

impairment for credit losses

Advances to suppliers-third parties, net

Movement of impairment for expected credit losses is as follows:

Beginning balance

Impairment for credit losses, net of recovery

Ending balance

PREPAID EXPENSES

The Company’s prepaid expenses are as follows:

Prepaid expenses

Prepaid income taxes

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

OTHER LONG-TERM ASSETS – DEPOSITS, NET

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

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

Rental and utilities deposits

allowances for deposits

impairment for credit losses

Other long-term assets - deposits, net

of allowance for deposits are as follows:

Movements of impairment for credit losses are as follows:

Beginning balance

Provision for expected credit

losses, net of recovery

Impairment for credit losses, net of recovery

Exchange rate effect

Ending balance

PROPERTY AND EQUIPMENT, NET

Company’s net property and equipment are as follows:

Motor vehicles

Computer equipment

Office equipment

Furniture and fixtures

System software

Leasehold improvements

Mining equipment

Impairment reserve

( 1,233,521 )

Accumulated depreciation and amortization

( 1,389,240 )

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.

LOANS FROM THIRD PARTIES

The Company’s loans from third parties are

Loans from third parties - current

Loans from third parties - non-current

Total loans from third parties

As of June 30, 2025, loans from third parties amounted to $ 1.5 million

with a weighted average interest rate of 12 % and a weighted average maturity of one year .

For the years ended June 30, 2025 and 2024, interest expenses were

$ 146,370 and nil , respectively.

JUDGMENT DEBT PAYABLE

Judgment debt payable mainly relates to a judgment

passed in January 2025 against the Company and in favor of plaintiff.

In February 2024, Zhikang Huang, a former officer and director of

the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond.

In the complaint, Zhikang Huang claimed

that the Company failed to compensate him for the severance payment, his two months’ salary and the incentive-based bonus.

31, 2025, a judgment from the Circuit Court for the City of Richmond was entered in favor of Zhikang Huang and against the Company in

the amount of $ 488,586 , with interest accruing from the date of the judgment.

On April 23, 2025, said Virginia judgment was filed in the

Supreme Court of New York, County of Westchester and entered in New York in favor of Zhikang Huang and against the Company in the amount

of $ 488,586 , with interest accruing from January 31, 2025.

On August 23, 2025, a settlement agreement was signed between the Company and

Zhikang Huang to fully settled all claims by paying $ 300,000 to Zhikang Huang by August 25, 2025 and issuance of 90,000 shares to Zhikang

Huang by October 22, 2025.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Salary and reimbursement

Professional fees and other

expense payable

The details of accrued expenses and other current liabilities are as

Professional fees and other expense payable

Accrued expenses

Interest payable

CONVERTIBLE NOTES

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 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

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

Salary and reimbursement payable

The Company leases its office in Shanghai City

from a third party for its operations.

As of June 30, 2025 and 2024, the remaining

average lease term was an average of 1.5 and 1.7 years, respectively.

The Company’s lease agreements do not provide a readily determinable

implicit rate nor is it available to the Company from its lessors.

Instead, the Company estimates its incremental borrowing rate based

on actual incremental borrowing interest rates from financial institutions in order to discount lease payments to present value.

rate of the Company’s operating leases was 10.74 % and 10.74 % per annum, as of June 30, 2025 and 2024, respectively.

Supplemental balance sheet information

related to operating leases was as follows:

Right-of-use assets

Lease liabilities, current

Lease liabilities, non-current

Total lease liabilities

As of June 30, 2025, maturities of lease liability

were as follows:

Twelve months ended June 30,

Total future minimum lease payments

Imputed interest

Total lease liabilities

Share issuances:

2020 warrants

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 shares, no par value,

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

The net proceeds to the Company from such offering were

approximately $ 1.05 million.

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

may also be exercised on a cashless basis if at any time after March 16, 2021, there is no effective registration statement registering,

or no current prospectus available for the resale of the warrant shares.

The warrants will expire on March 16, 2026.

The warrants are subject to anti-dilution provisions to reflect stock dividends

and splits or other similar transactions.

The warrants contain a mandatory exercise right for the Company to force exercise of the warrants

if the Company’s common stock trades at or above $ 4.38 for 20 consecutive trading days, provided, among other things, that the

shares issuable upon exercise of the warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds

60,000 shares of common stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable

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.

The warrants are

subject to anti-dilution provisions to reflect share 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 share 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 share per trading day on each trading day in a period of 20 consecutive

trading days prior to the applicable date.

2021 warrants

On January 27, 2021, the Company entered into

a securities purchase agreement with certain non-U.S.

investors thereto pursuant to which the Company sold to the investors, and the investors

purchased from the Company, an aggregate of 1,086,956 shares of common stock, no par value, and warrants to purchase 5,434,780 shares.

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

The purchase price for each share of common stock

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

The warrants became exercisable at any time during the period

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

provided, however, that the total number

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

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

On February 6, 2021, the Company entered into

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

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

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

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

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

The Company also sold to the investors warrants

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

The warrants are exercisable

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

The exercise price and the number of shares of common

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

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

On February 9, 2021, the Company entered into

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

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

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

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

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

The Company also sold to the investors warrants

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

The warrants are exercisable

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

The exercise price and the number of shares of common

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

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

On December 14, 2021, the Company entered into

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

investors and accredited investors pursuant to which

the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of 3,228,807 shares of common stock,

no par value, and warrants to purchase 4,843,210 shares.

The purchase price for each share of common stock and one and a half warrants

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.

(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.

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 .

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

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 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 $ 9,860,000 in a private placement.

On December 13, 2023, the Company issued an aggregate

of 1,700,000 shares of its common stock to the investors.

The Company received $ 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.

Nasdaq has 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.

On January 24, 2025 the Company entered into securities

purchase agreements with several institutional investors to sell an aggregate of 700,000 shares of the Company’s common stock in

a registered direct offering at an offering price of $ 1.63 per share.

The Company received $ 1,141,000 from the registered direct offering.

The offering was closed on January 27, 2025.

Following is a summary of the status of warrants

outstanding and exercisable as of June 30, 2025

Warrants outstanding, as of June 30, 2024

Warrants outstanding, as

of June 30, 2024

Warrants exercisable, as

of June 30, 2024

Warrants Outstanding Warrants

Exercisable Weighted

Warrants outstanding, as of June 30, 2025

Warrants exercisable, as of June 30, 2025

Weighted Average

Average Remaining

Warrants Exercise Contractual

Exercisable Price Life

2020 warrants - 72,000 18,000 $ 18.25 0.71 years

2021 warrants - 1,593,149 1,190,749 $ 49.37 1.06 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

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

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

Company’s non-controlling interest consists of the following:

Trans Pacific Logistics Shanghai Ltd.

The Company’s non-controlling interest consists of the following:

Trans Pacific Shanghai

$ ( 1,014,754 )

$ ( 1,532,527 )

Thor Miner Inc.

Brilliant Warehouse Service, Inc.

Brilliant Warehouse

( 1,001,965 )

1 unchanged sentence

$ ( 2,016,719 )

$ ( 2,747,633 )

IMPAIRMENT LOSS OF CRYPTOCURRENCIES

The following table presents additional information

about cryptocurrencies:

Beginning balance

Impairment loss

Ending balance

The Company recorded nil and $ 72,179 impairment

loss for the years ended June 30, 2025 and 2024.

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

COMMITMENTS AND CONTINGENCIES

Contingencies

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.

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.

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.

On March 23, 2023, SG Shipping & Risk Solution

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.

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

for the Southern District of New York, asserting causes of actions for, among other things, breach of contract, breach of the covenant

of good faith and fair dealing, conversion, quantum meruit, and unjust enrichment, in connection with a financial advisory agreement

entered into by and between Jinhe and the Company on November 10, 2021.

Jinhe claims monetary damages of “at least $ 575,000 ”

and “potentially exceeding $ 1.8 million,” plus interest, costs, and attorneys’ fees.

January 10, 2023, St.

Hudson lawsuit was consolidated with this lawsuit and Hexin lawsuit and on February 24, 2023, all three consolidated

actions were dismissed without prejudice by the court, in furtherance of the parties having reached an agreement in principle to settle

their disputes.

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

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

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

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

The Company has no role or knowledge as to

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

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

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

The cancellation of 3,528,807 shares

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

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

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

The cancellation of 200,000 shares

completed on July 8, 2023

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

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.

the year ended June 30, 2023, the Company had employment agreements with each of Mr.

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

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 .

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.

Shan filed a motion to dismiss the case on

March 19, 2024, and the decision is pending with the court.

Fact discovery is currently underway in this matter.

Putative Class Action

On December 9, 2022, Piero Crivellaro, purportedly on behalf of the

persons or entities who purchased or acquired the publicly traded common stock of the Company between February 2021 and November 2022,

brought a putative class action, Crivellaro v.

Singularity Future Technology Ltd., 22-cv-7499-BMC , against the Company and a dozen

related person and entities in the United States District Court for the Eastern District of New York (the “Court”).

alleged violations of the U.S.

federal securities laws by the Company.

Plaintiffs seek damages, plus interest, costs, fees, and attorneys’

The Company filed a motion to dismiss on November 20, 2023.

On December 17, 2024, the Court issued an order

that partially denied the motions to dismiss filed by the Company and its former chief executive officer, Yang Jie, arising from various

statements made by Yang Jie about two allegedly fraudulent transactions.

The rest of the motions are granted.

On January 2, 2025, the

Company filed an answer to the Second Amended Class Action complaint.

On May 29, 2025, the Company and the lead plaintiffs in the class action

executed a binding term sheet (the “Settlement Term Sheet”) setting forth the material terms of their proposed settlement

on a class wide basis.

On July 13, 2025, the parties executed a Stipulation and Agreement of Settlement (“Settlement Agreement”).

Pursuant to the Settlement Agreement, in exchange for the Settlement payment and subject to final approval by the Court, all plaintiffs

in the Class Action will release the Company and the other defendants on all claims.

The Settlement Payment include cash payment of $ 3,000,000

and 6,500,000 freely tradable shares of the Company’s Common Stock (the “Settlement Shares”), which shall be issued

pursuant to Section 3(a)(10) of the Securities Act of 1933, subject to the Court’s approval of the Settlement.

In the event of a

reverse stock split prior to the effectiveness of the Settlement, the number of Settlement Shares and/or the put option purchase price

(described below) shall be reformulated so that the value of the Settlement Shares/put option shall not be less than $ 5,850,0000 as of

the effectiveness of the Settlement.

The settlement class has the right to sell all or a portion of the unsold Settlement Shares back

to the Company at $ 0.85 per share if the 10 -trading day average closing price immediately prior to the exercise of the put option falls

below $ 0.85 before the class lead counsel sells the Settlement Shares.

The Company agreed to maintain a cash balance $ 3,250,000 in a dedicated

escrow account to mitigate the risk that it is unable to satisfy the put option.

Employee Agreement

For the year ended June 30, 2023, the Company

had employment agreements with each of Mr.

Tuo Pan and Mr.

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 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

Yang Jie provided for five-year terms that extended automatically in the absence

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

If the Company failed to provide

this notice or if the Company wished to terminate an employment agreement in the absence of cause, then the Company was obligated to provide

at least 30 days’ prior notice.

In such case during the initial term of the agreement, the Company would need to pay such executive

(i) the remaining salary through the date of October 31, 2026.

In addition, to pay Mr.

Lei Cao and Ms.

Tuo Pan (ii) two times of the then applicable annual salary if there had been no change in control, as defined

in the employment agreements or three-and-half times of the then applicable annual salary if there was a change in control.

The employment

agreements for Ms.

Tuo Pan (ii) two times of the then

applicable annual salary if there had been no change in control, as defined in the employment agreements or three-and-half times of the

then applicable annual salary if there was a change in control.

The employment agreements for Ms.

Tuo Pan and Mr.

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

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 )

income tax expenses

$ ( 135,855 )

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

Yang Jie were terminated

the Company has no remaining obligation under such agreements.

In February 2024, Zhikang Huang, a former officer

and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond.

In the complaint, Zhikang

Huang claimed that the Company failed to compensate him for the severance payment, his two months’ salary and the incentive-based

On January 31, 2025, a judgment from the Circuit Court for the City of Richmond was entered in favor of Zhikang Huang and against

the Company in the amount of $ 468,956.75 , with interest accruing from the date of the judgment.

On April 23, 2025, said Virginia judgment

was filed in the Supreme Court of New York, County of Westchester and entered in New York in favor of Zhikang Huang and against the Company

in the amount of $ 468,956.75 , with interest accruing from January 31, 2025.

Civil Monetary Penalty

In March 2023, as a result of the incorrect accounting

treatment of approximately $ 4.6 million of related party loan receivable in the fiscal year ended June 30, 2021 and the incorrect recognition

of revenue from freight shipping services in the amount of $ 980,200 for the three months ended September 30, 2021 and the six months ended

December 31, 2021, the Company filed an amendment to (1) the 2021 Form 10-K and (2) each of the 2021 Form 10-Qs .

On June 17, 2024, the Company received a subpoena

issued by the Securities and Exchange Commission, requesting the production of certain documents related to the investigation by the SEC

regarding the Restatements.

On January 17, 2025, after cooperating with the SEC’s investigations, the Company reached a resolution

with the SEC regarding the aforementioned matters.

The SEC approved the Company’s Offer of

Settlement and issued its Cease-and-Desist Order dated January 17, 2025, with respect to certain violations related to the Company’s

financial reporting, accounting, books and records, and internal controls.

Pursuant to the terms of the SEC Order, the Company will pay

a civil monetary penalty of $ 350,000 to the SEC, comply with certain undertakings to remediate its material weaknesses in the internal

control and disclosure deficiencies by June 30, 2026, and cease and desist any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B),

of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-13, and 13a-15 thereunder.

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, 2025

and 2024 are as follows:

For the Years Ended

Total income tax expenses

Income tax expense for the years ended June 30,

2025 and 2024 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 years ended June 30, 2025 and 2024 to the Company’s effective tax rate

are as follows:

US Statutory tax rate

Permanent difference*

Change in valuation allowance

differential in foreign jurisdiction

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

Company’s deferred tax assets are comprised of the following:

Allowance for doubtful accounts

Rate differential in foreign jurisdiction

* Permanent difference includes non-deductible expenses mainly

stock compensation.

The Company’s deferred tax assets are comprised

of the following:

Allowance for credit losses

Net operating loss

Total deferred tax assets

Valuation allowance

( 23,522,000 )

( 14,296,000 )

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

Deferred tax assets, net - long-term

As of June 30, 2025 and 2024, the Company incurred

a cumulative U.S.

federal net operating loss (“NOL”) of approximately $ 109.5 million and $ 47.2 million, which may be available

for reducing future taxable income.

As of June 30, 2025 and 2024, the Company’s

operations in China incurred a cumulative NOL of approximately $ 0.9 million approximately $ 6.1 million, which may be available for reducing

future taxable income.

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 that 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

The Company’s taxes payable consists of the following:

Corporate income tax payable

VAT tax payable

Other taxes payable

CONCENTRATIONS

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

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

Crypto-mining

Cost of revenues

$ ( 478,266 )

Depreciation and amortization

Total capital expenditures

Gross margin%

For the Year Ended June 30, 2023

Crypto-mining

Cost of revenues

Gross (loss) profit

$ ( 184,496 )

Depreciation and amortization

Total capital expenditures

Gross margin%

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

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

Major Customers

For the year ended June 30, 2025, one customer

accounted for 94.4 % of the Company’s gross revenues.

As of June 30, 2025, one customer accounted for 100 % of the

Company’s accounts receivable, net.

For 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.

Major Suppliers

For the year ended June 30, 2025, three suppliers

accounted for approximately 34.4 %, 16.3 % and 10.5 % of the total gross purchases, respectively.

As of June 30, 2025, two suppliers

accounted for 45.5 %, and 14.8 % of the Company’s accounts payable balance.

For the year ended June 30, 2024, two suppliers

accounted for approximately 21.2 % and 20.1 % of the total gross purchases.

As of June 30, 2024, four suppliers accounted for approximately

55.5 %, 18.9 %, 11.9 %, and 10.4 % of the Company’s accounts payable balance.

RELATED PARTY BALANCES AND TRANSACTIONS

Set forth below are transactions with related persons

for the years ended June 30, 2025 and 2024.

Due from Related Party

As of June 30, 2025 and 2024,

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.

allowance for credit losses

( 1,473,289 )

( 2,122,376 )

Movements of allowance for

credit losses were as follows:

Beginning balance

Exchange rate effect

Ending balance

(1) As of June 30, 2025 and 2024, the Company advanced $ 388,496 and $ 382,949 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30 % owned by Mr.

1 unchanged sentence

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 Company provided credit losses of $ 388,496 and $ 382,949 for the balance of the receivable as of June 30, 2025 and 2024.

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

3 unchanged sentences

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

(3) As of June 30, 2024 and 2023, the Company advanced $ 570,000 to LSM Trading Ltd, which is 40 % owned by the Company.

(3) As of June 30, 2025 and 2024, the Company advanced nil and $ 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 receivable.

The advance was fully written off in fiscal 2025.

(4) On November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading Co.

4 unchanged sentences

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 .

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 .

The Company provided an allowance of $ 103,424 for the balance of the receivable as of June 30, 2024.

The advance was fully written off in fiscal 2025.

Due to related parties

30, 2025 and 2024, the Company owed $ 26,373 and $ 25,997 to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, respectively.

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.

30, 2025 and 2024, the Company owed $ 497,857 and $ 199,034 Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which

is 30 % owned by Mr.

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.

These payments were made on behalf of the Company

for the daily business operational activities.

The balance of due to related parties was interest-free,

unsecured, and due upon demand.

SUBSEQUENT EVENTS

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.

On August 23, 2025, a settlement agreement

was signed between the Company and Zhikang Huang to fully settle all claims by paying $ 300,000 to Zhikang Huang by August 25, 2025

and issuance of 90,000 shares to Zhikang Huang by October 22, 2025.

As of the date of this report, the Company had completed the

$ 300,000 settlement payment to Zhikang Huang.

Between July and October 2025, the Company signed six loan agreements with third parties, and borrowed a total of $ 1.605 million loans

from third parties with interest at 12 % per annum and one-year term.

In October 2025, the Company signed an interest-free loan agreement

with SolarLink Group Inc., a business partner of the Company, pursuant to which the Company borrowed $ 273,508 with one-year term.

On October 9, 2025, the Company has wired $ 2,000,000 , which are loans

from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement in the class

action lawsuit.

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