Singularity Future Technology Ltd. 10-K

Item 9A. Controls and Procedures 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. 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 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; and ● 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. 28 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. The 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; The Company has replaced part of its management team, and the current management is familiar with U.S. GAAP. 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. GAAP; 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. Account 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; and 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 Reporting 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. Item 9B. Other Information. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 29 PART III Item 10. Directors, Executive Officers and Corporate Governance. Name Age Positions Held Jia Yang 31 Chief Executive Officer, Chairlady of the Board Chee Jiong Ng 54 Chief Financial Officer Jinhao Pang 26 Director, Manager of the Technology Department Xu Zhao 39 Director Zhongliang Xie 54 Director Yangyang Xu 40 Director Jia Yang Ms. 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. Ms. 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. from October 2021 to December 2022. From November 2019 to November 2021, Ms. Yang was the Executive Assistant to hotel manager/marketing executive at The Ritz-Carlton Xi’an. Ms. Yang graduated from Xi’an International Studies University in 2016 with a major in English education. Chee Jiong Ng Mr. Chee Jiong Ng has been our Chief Financial Officer since February 2023. Mr. Ng worked as the CFO of Meta Data Limited from November 2021 to July 2024. From 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: DXF). Mr. 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. Mr. Ng is also a Certified Public Accountant of Australian Society of Certified Public Accountants since 1999. Jinhao Pang Mr. 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. Mr. 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 Mr. Xu Zhao has been a Director since September 2023. Mr. 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. Mr. Zhao received his Bachelor’s Degree in marketing from Nankai University Binhai College in 2009. 30 Zhongliang Xie Mr. 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. Mr. 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 Ms. Yangyang Xu has served as an Director of the Company since October 2023. Ms. 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. Ms. 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 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 3 Part II: Demographic Background Asian 5 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 reporting. The code of business conduct and ethics is available at our website at www.singularity.us . We expect that any amendments to the code, or any waivers of its requirement, will be disclosed on our website. Policy Prohibiting Insider Trading and Related Procedures 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. 31 Committees of the Board of Directors Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and function of each committee are described below. Audit Committee The Audit Committee consists of Zhongliang Xie, Yangyang Xu and Xu Zhao, who are each independent. Mr. 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: (i) purpose, authority and organizational reporting lines; (ii) annual audit plans, budget and staffing; and (iii) concurrence in the appointment, termination, compensation and rotation of the audit staff; ● review, with such members of management as the Committee deems appropriate, the Company’s internal system of audit and financial controls and the results of internal audits; ● obtain and review at least annually a formal written report from the independent auditor delineating: the auditing firms internal quality-control procedures; any material issues raised within the preceding five years by the auditing firms internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm. The Committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews. Also, in order to assess auditor independence, the Committee will review at least annually all relationships between the independent auditor and the Company; ● set policies for the hiring of employees or former employees of the Company’s independent auditor and, at least annually, evaluate the qualifications, performance and independence of the independent auditors, including an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at our independent auditors and consider regular rotation of the accounting firm serving as our independent auditors; ● review and investigate any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct as required in the policies of the Company. This should include regular reviews of the compliance processes in general. In connection with these reviews, the Committee will meet, as deemed appropriate, with the general counsel and other Company officers or employees; ● retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion; ● review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval and assume additional responsibilities and take additional actions as may be delegated to it by the Board; ● establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters; ● conduct any investigation appropriate to fulfilling its responsibilities contained in this charter, communicate directly with the independent audit firm and any employee of the Company, and conduct its activities in accordance with the policies and principles contained in the Company’s Corporate Governance Principles. 32 Compensation Committee The Compensation Committee is composed of three independent directors including Zhongliang Xie, Yangyang Xu and Xu Zhao. Ms. 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; and ● 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; and ● overseeing the evaluation of our Board and its committees and management. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee, at any time has at any time, been one of our officers or employees, or, during the last two fiscal years, a participant in a related party transaction that is required to be disclosed. None of our executive officers currently serves, or in the past year has served, as a member of our Board or Compensation Committee of any entity that has one or more executive officers on our Board or Compensation Committee. 33 Item 11. Executive Compensation. The following table shows the annual compensation paid by us to our executives for the years ended June 30, 2024 and 2025. Fiscal Securities- based All other Name Year Salary Bonus Compensation Compensation Total Jia Yang 2025 $ 59,613 - - - $ 59,613 Chief Executive Officer (1) 2024 - - - - - 　 　 　 　 　 　 　 Chee Jiong Ng 2025 $ 30,000 - - - $ 30,000 Chief Financial Officer (2) 2024 - - - - - 　 　 　 　 　 　 　 Jianhao Pang 2025 $ 5,000 - - - $ 5,000 Director, Manager of the Technology Department (3) 2024 - - - - - 　 　 　 　 　 　 　 Zhikang Huang, 2025 - - - - - Former Vice President and Director (4) 2024 $ 50,000 - - - $ 50,000 　 　 　 　 　 　 　 Ziyuan Liu 2025 - - - - - Former Chief Executive Officer (5) 2024 $ 180,000 - - - $ 180,000 　 　 　 　 　 　 　 Dianjiang Wang 2025 - - - - - Former Chief Financial Officer (6) 2024 $ 7,391 - - - $ 7,391 　 　 　 　 　 　 　 Ying Cao 2025 - - - - - Former Chief Financial Officer (7) 2024 $ 46,957 - - - $ 46,957 (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. (4) On November 1, 2021, Mr. Huang resigned from his position as a member of the Board of the Company. (5) 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. Mr. Wang resigned as Chief Financial Officer on August 15, 2023. (7) According to the Employment Agreement dated August 21, 2023, Mr. Cao’s compensation consists of an annual base salary of $60,000, and a discretionary annual bonus, effective August 21, 2023. Mr. Cao resigned on February 20, 2025. 34 Outstanding Equity Awards of Named Executive Officers at Fiscal Year-End None. Director Compensation The table below sets forth the compensation received by our directors for the year ended June 30, 2025. Fees earned or Stock Option All other paid in cash awards awards compensation Total ($) ($) ($) ($) ($) Zhongliang Xie 50,000 - - - 50,000 Xu Zhao 50,000 - - - 50,000 Yangyang Xu 50,000 - - - 50,000 (1) This table does not include Ms Jia Yang, our Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation Table. Item 12. 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: (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) Number of Shares Beneficially Owned Approximate Percentage of Outstanding Shares of Common Stock Jia Yang - Chee Jiong Ng - - Jianhao Pang - Yangyang Xu - Zhongliang Xie - Xu Zhao - All directors and executive officers as a group (Six individuals) - - % (1) The individual’s address is c/o Singularity Future Technology, Ltd., 98 Cutter Mill Road, Suite 311, Great Neck, New York 11021. 35 Securities Authorized for Issuance to Our Officers, Directors, Employees and Consultants under Equity Compensation Plans The below table reflects, as of October 13, 2025, the number of shares of common stock authorized by our stockholders to be issued (directly or by way of issuance of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees and consultants. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans under the 2008 Incentive Plan approved by security holders 2,000 $ 10.05 47,781 (1) Equity compensation plans under the 2014 Incentive Plan approved by security holders - - 110,000 (1) Equity compensation plans under the 2021 Incentive Plan approved by security holders - - 9,800,000 (1) Equity compensation plans not approved by security holders - - - (1) Pursuant to our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares of our common stock. The 2,000 outstanding options disclosed in the above table are taken from the 2008 Incentive Plan. Pursuant to our 2014 Incentive Plan, we are authorized to issue, in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable for common stock. We granted options to purchase an aggregate of 30,000 shares of common stock under the 2014 Incentive Plan in July 2016, among which, options to purchase 15,000 shares of common stock have been exercised. In addition, we have issued, in the aggregate, 120,000 shares of common stock to consultants to our Company in 2014, 132,000 shares of common stock to our officers and directors in 2016, 132,000 shares of common stock to our officers and directors in 2018, 26,000 to three employees in 2017 and 316,000 shares of common stock to employees in 2018. On September 2021, the board granted 1,020,000 shares of common stock to our officers and directors under the 2014 Incentive Plan. 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. 36 Item 13. 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: June 30, June 30, 2025 2024 Zhejiang Jinbang Fuel Energy Co., Ltd (1) $ 388,496 $ 382,949 Shanghai Baoyin Industrial Co., Ltd (2) 1,084,793 1,066,003 LSM Trading Ltd (3) - 570,000 Rich Trading Co. Ltd (4) - 103,424 Less: allowance for credit losses (1,473,289 ) (2,122,376 ) Total - - Movements of allowance for credit losses were as follows: June 30, June 30, 2025 2024 Beginning balance $ 2,122,376 $ 2,126,385 Less: Write-off (675,063 ) - Exchange rate effect 25,976 (4,009 ) Ending balance $ 1,473,289 $ 2,122,376 (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. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. 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. The amount of the allowance changed as a result of changes in exchange rates. (2) As 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 demand. The Company provided full credit losses for the balance of the receivable. (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. 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. The advance was fully written off in fiscal 2025. 37 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. 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. Item 14. Principal Accountant Fees and Services. 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. Fiscal 2025 Fiscal 2024 Audit fees $ 280,000 $ 376,000 Audit-related fees - - Total Audit & Audit-related fees $ 280,000 $ 376,000 Tax fees - - All other fees - - Total fees $ 280,000 $ 376,000 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. 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. 38 Item 15. Exhibits, Financial Statement Schedules. Number Exhibit 3.1 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. 3.2 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. 3.3 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. 3.4 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. 4.1 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. 4.2 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. 4.3 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. 4.4 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. 10.1 Employment Agreement by and between Ms. 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. 10.2 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. 10.3 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. 10.4 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. 10.5 2025 Stock Incentive Plan* 14.1 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. 001-34024). 21.1 List of subsidiaries of the Company* 23.1 Consent of Audit Alliance LLP* 31 Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934** 32 Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 97.1 Clawback Policy, incorporated by reference to exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on October 15, 2024. 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary. We have elected not to include a summary pursuant to this Item 16. 39 SIGNATURES 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. October 14, 2025 By: /s/ Jia Yang Jia Yang Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Jia Yang Director, Chairlady of the Board and Chief Executive Officer October 14, 2025 Jia Yang (Principal Executive Officer) /s/ Yangyang Xu Director October 14, 2025 Yangyang Xu /s/ Zhongliang Xie Director October 14, 2025 Zhongliang Xie /s/ Jinhao Pang Director, Manager of the Technology Department October 14, 2025 Jinhao Pang /s/ Xu Zhao Director October 14, 2025 Xu Zhao /s/ Chee Jiong Ng Chief Financial Officer October 14, 2025 Chee Jiong Ng (Principal Financial and Accounting Officer) 40 Index to Financial Statements Pages Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487) F-2 Consolidated balance sheets as of June 30, 2025 and 2024 F-3 Consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2025 and 2024 F-4 Consolidated statements of shareholders’ equity F-5 Consolidated statements of cash flows for the years ended June 30, 2025 and 2024 F-6 Notes to consolidated financial statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Singularity Future Technology Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Singularity Future Technology Ltd. and its subsidiaries (collectively, the “Company”) as of June 30, 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). In our 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 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. 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. 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 ) Singapore October 14, 2025 F- 2 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, June 30, 2025 2024 Assets Current assets Cash $ 14,533,829 $ 14,641,967 Restricted cash 3,118,067 3,094,092 Notes receivable 32,548 - Accounts receivable, net 396,744 267,165 Other receivables, net - 612 Advances to suppliers - third parties, net 1,084 51 Prepaid expenses 52,068 243,636 Total current assets 18,134,340 18,247,523 Property and equipment, net - 183,639 Right-of-use assets 84,370 98,327 Other long-term assets - deposits 10,192 198,550 Total non-current assets 94,562 480,516 Total Assets $ 18,228,902 $ 18,728,039 Liabilities and Equity Current Liabilities Loans from third parties 999,940 - Deferred revenue - 66,423 Accounts payable 701,080 566,770 Accounts payable - related party - 63,434 Lease liabilities - current 53,286 177,263 Taxes payable 3,250,473 3,206,893 Due to related parties 524,231 225,031 Judgment debt payable 488,586 - Accrued expenses and other current liabilities 1,256,969 1,037,187 Total current liabilities 7,274,565 5,343,001 Loans from third parties 466,321 - Lease liabilities - non-current 31,084 131,355 Total non-current liabilities 497,405 131,355 Total liabilities 7,771,970 5,474,356 Commitments and Contingencies 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 105,333,048 104,192,048 Additional paid-in capital 2,334,962 2,334,962 Accumulated deficits ( 94,597,445 ) ( 90,684,966 ) Accumulated other comprehensive (loss) income ( 596,914 ) 159,272 Total Shareholders’ Equity attributable to controlling shareholders of the Company 12,473,651 16,001,316 Non-controlling Interest ( 2,016,719 ) ( 2,747,633 ) Total Equity 10,456,932 13,253,683 Total Liabilities and Equity $ 18,228,902 $ 18,728,039 The accompanying notes are an integral part of these audited consolidated financial statements. F- 3 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Years Ended June 30, 2025 2024 Net revenues $ 1,813,193 $ 3,136,681 Cost of revenues ( 1,761,794 ) ( 3,614,947 ) Gross profit (loss) 51,399 ( 478,266 ) Selling expenses ( 245,077 ) ( 252,278 ) General and administrative expenses ( 2,518,079 ) ( 5,031,852 ) Impairment loss of cryptocurrencies - ( 72,179 ) Allowance for credit losses, net - ( 87,629 ) Total operating expenses ( 2,763,156 ) ( 5,443,938 ) Operating loss ( 2,711,757 ) ( 5,922,204 ) Gain from disposal of subsidiary and VIE - 359,781 Interest income 135,176 - Interest expenses ( 146,370 ) - Judgment debt expenses ( 638,586 ) - Other income, net 77,236 90,649 Net loss before income tax expenses ( 3,284,301 ) ( 5,471,774 ) Income tax expense ( 30,230 ) - Net loss ( 3,314,531 ) ( 5,471,774 ) Net income (loss) attributable to non-controlling interest 597,948 ( 363,246 ) Net loss attributable to controlling shareholders of the Company. $ ( 3,912,479 ) $ ( 5,108,528 ) Comprehensive loss Net loss $ ( 3,314,531 ) $ ( 5,471,774 ) Other comprehensive (loss) income - foreign currency ( 756,186 ) 93,999 Comprehensive loss ( 4,070,717 ) ( 5,377,775 ) Less: Comprehensive loss attributable to non-controlling interest 132,966 ( 338,283 ) Comprehensive loss attributable to controlling shareholders of the Company. $ ( 4,203,683 ) $ ( 5,039,492 ) Loss per share Basic and diluted $ ( 1.06 ) $ ( 2.05 ) Weighted average number of common shares used in computation Basic and diluted 3,706,779 2,491,969 The accompanying notes are an integral part of these audited consolidated financial statements. F- 4 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Accumulated Additional Shares other Total Preferred Share Common Share paid-in to be Accumulated comprehensive Shareholders’ Noncontrolling Total Shares Amount Shares Amount capital cancelled deficits loss Equity interest Equity BALANCE, June 30, 2023 - - 1,771,553 $ 94,332,048 $ 2,334,962 ( 20,000 ) $ ( 85,576,438 ) $ 90,236 $ 11,180,808 $ ( 2,219,941 ) $ 8,960,867 Issuance of common shares to private investors - - 1,751,939 9,860,000 - - - - 9,860,000 - 9,860,000 Cancellation of shares due to settlement - - ( 20,000 ) - - 20,000 - - - - - Disposal of subsidiaries - - - - - - - - - ( 189,410 ) ( 189,410 ) Foreign currency translation - - - - - - - 69,036 69,036 24,964 94,000 Net loss - - - - - - ( 5,108,528 ) - ( 5,108,528 ) ( 363,246 ) ( 5,471,774 ) BALANCE, June 30, 2024 - - 3,503,492 104,192,048 2,334,962 - ( 90,684,966 ) 159,272 16,001,316 ( 2,747,633 ) 13,253,683 Issuance of common shares to private investors - - 700,000 1,141,000 - - - - 1,141,000 - 1,141,000 Foreign currency translation - - - - - - - ( 756,186 ) ( 756,186 ) 132,966 ( 623,220 ) Net (loss) income - - - - - - ( 3,912,479 ) - ( 3,912,479 ) 597,948 ( 3,314,531 ) BALANCE, June 30, 2025 - - 4,203,492 $ 105,333,048 $ 2,334,962 - $ ( 94,597,445 ) $ ( 596,914 ) $ 12,473,651 $ ( 2,016,719 ) $ 10,456,932 The accompanying notes are an integral part of these audited consolidated financial statements. F- 5 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended June 30, 2025 2024 Operating Activities Net loss $ ( 3,314,531 ) $ ( 5,471,774 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 48,871 132,195 Non-cash lease expense 26,044 284,299 Allowance for credit losses, net - 87,629 Gain on disposal of subsidiaries - ( 359,781 ) Property and equipment written off 133,765 69,338 Impairment loss of cryptocurrencies - 72,179 Interest expenses related to convertible note - 21,917 Changes in assets and liabilities Notes receivable ( 32,320 ) - Accounts receivable ( 125,256 ) ( 27,340 ) Other receivables 614 180,766 Advances to suppliers - third parties ( 1,025 ) 133,429 Prepaid expenses and other current assets 192,668 8,412 Other long-term assets - deposits 188,789 ( 11,143 ) Due from related parties 293,861 - Deferred revenue ( 66,747 ) ( 1,715 ) Accounts payable 62,704 57,777 Taxes payable ( 1,605 ) ( 118,585 ) Lease liabilities ( 236,335 ) ( 268,059 ) Judgment debt payable 488,586 - Accrued expenses and other current liabilities ( 350,765 ) 801,765 Net cash used in operating activities ( 2,692,682 ) ( 4,408,691 ) Investing Activities Acquisition of property and equipment - ( 589 ) Repayment from related parties - 76,169 Net cash provided by investing activities - 75,580 Financing Activities Proceeds from issuance of common shares 1,141,000 9,860,000 Payment of accrued interest related to convertible notes - ( 403,424 ) Repayment of convertible notes - ( 5,000,000 ) Proceeds from third parties loans 2,066,261 - Repayment of third parties loans ( 600,000 ) - Net cash provided by financing activities 2,607,261 4,456,576 Net (decrease) increase in cash ( 85,421 ) 123,465 Cash and restricted cash, beginning of year 17,736,059 17,390,156 Effect of changes of foreign exchange rate on cash and restricted cash 1,258 222,438 Cash and restricted cash, end of year 17,651,896 $ 17,736,059 Representing: Cash, end of year $ 14,533,829 $ 14,641,967 Restricted cash, end of year $ 3,118,067 $ 3,094,092 Total cash and restricted cash, end of year $ 17,651,896 $ 17,736,059 Supplemental information Income taxes paid $ 30,230 - Interest paid $ 41,914 - Non-cash transactions of operating and investing activities Initial recognition of right-of-use assets and lease liabilities $ 109,820 - The accompanying notes are an integral part of these audited consolidated financial statements. F- 6 SINGULARITY FUTURE TECHNOLOGY, LTD. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND NATURE OF BUSINESS 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. 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 Limited. 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 following: 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. (“SGS NY”) 　 ● A New York corporation 100 % owned by the Company 　 ● Incorporated on May 3, 2013 　 ● No material operations 　 　 　 　 　 Sino-Global Shipping HK Ltd. (“SGS HK”) 　 ● A Hong Kong corporation 100 % owned by the Company 　 ● Incorporated on September 22, 2008 　 ● No material operations 　 　 　 　 　 Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) 　 ● A PRC limited liability company 100 % owned by the Company 　 ● Incorporated on November 13, 2007. 　 ● No material operations 　 　 　 　 　 Trans Pacific Logistic Shanghai Ltd. (“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 　 　 　 　 　 Gorgeous Trading Ltd (“Gorgeous Trading”) 　 ● A Texas corporation 100 % owned by SGS NY 　 ● Incorporated on July 1, 2021 　 ● No material operations 　 　 　 　 　 Brilliant Warehouse Service Inc. (“Brilliant Warehouse”) 　 ● A Texas corporation 51 % owned by SGS NY 　 ● Incorporated on April 19, 2021 　 ● 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 　 　 　 　 　 New Energy Tech Limited (“New Energy”) 　 ● A New York corporation 100 % owned by the Company 　 ● Incorporated on September 19, 2023 　 ● No material operations 　 　 　 　 　 Singularity (Shenzhen) Technology Ltd. 　 ● A Mainland China corporation 100 % owned by the Company 　 ● Incorporated on September 4, 2023 　 ● No material operations F- 7 Liquidity 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 commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, 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 uncertainty. Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. (b) Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 — Unobservable inputs that reflect management’s assumptions based on the best available information. The carrying value of 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. (c) Use of Estimates and Assumptions The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, 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. F- 8 (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. (e) Cash 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 ). As of June 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. 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, 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. 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. F- 9 (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. 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. GAAP. 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 model of 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. Accounts receivable balance as of June 30, 2025 Allowance for Aging group (USD) CECL Rate credit losses <1 year $ 396,744 0 % - 1-2 years - 5 % - 2-3 years - 5 % - >3 years - 5 % - Total $ 396,744 - Aging group Account receivable balance as of June 30, 2024 (USD) CECL Rate Allowance for credit losses (USD) <1 year 260,265 0.00 % - 1-2 years 7,263 5.00 % 363 2-3 years - 5.00 % - >3 years - 5.00 % - Total 267,529 363 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. F- 10 (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 useful lives Mining equipment 3 years The carrying value of a long-lived asset is considered impaired by the Company when the anticipated undiscounted cash flows from such asset is less than its carrying value. If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or based on independent appraisals. For the years ended June 30, 2025 and 2024, no impairments were recorded. All 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 terms. Revenue for the above services is recognized on a gross basis when the Company controls the services as it has the obligation to (i) provide all services (ii) bear any inventory risk for warehouse services. In addition, the Company has control to set its selling price to ensure it would generate profit for the services. 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. F- 11 The Company’s disaggregated revenue streams are described as follows: For the Years Ended June 30, June 30, 2025 2024 Freight logistic services $ 1,813,193 $ 3,136,681 Disaggregated information of revenues by geographic locations is as follows: For the Years Ended June 30, June 30, 2025 2024 PRC $ 1,813,193 $ 2,686,303 U.S. - 450,378 Total revenue $ 1,813,193 $ 3,136,681 (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. (k) Leases 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. 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. (l) Taxation 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. GAAP. 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. 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. Income tax returns for the years prior to 2019 are no longer subject to examination by U.S. tax authorities. F- 12 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 %. Subsidiaries 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 %. Entities that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability. Net VAT liability is recorded in taxes payable on the consolidated balance sheets. In addition, under the PRC regulations, the Company’s PRC subsidiaries 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. Common stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. For the years ended June 30, 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 net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. (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. The 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 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. F- 13 (q) 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 of all ASUs. 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 disclosures. 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 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. In 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. F- 14 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 15, 2026. 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, 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 forecasts. 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. Note 3. 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. Note 4. ACCOUNTS RECEIVABLE, NET The Company’s net accounts receivable are as follows: June 30, June 30, 2025 2024 Trade accounts receivable $ 396,744 $ 3,554,156 Less: allowances for expected credit losses - ( 3,286,991 ) Accounts receivable, net $ 396,744 $ 267,165 Movement of allowance for expected credit losses is as follows: June 30, June 30, 2025 2024 Beginning balance $ 3,286,991 $ 3,288,740 Allowance for credit losses, net of recovery - 17,667 Write-off ( 3,296,961 ) ( 17,303 ) Exchange rate effect 9,970 ( 2,113 ) Ending balance - $ 3,286,991 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. F- 15 Note 5. OTHER RECEIVABLES, NET The Company’s other receivables, net, are as follows: June 30, June 30, 2025 2024 Advances to customers - $ 6,849,309 Employee business advances - 2 Total - 6,849,311 Less: allowances for credit losses - ( 6,848,699 ) Other receivables, net - $ 612 Movement of impairment for expected credit losses is as follows: June 30, June 30, 2025 2024 Beginning balance $ 6,848,699 $ 6,994,212 Allowance for credit losses, net of recovery - 19,962 Write-off ( 6,848,699 ) ( 160,000 ) Exchange rate effect - ( 2,113 ) Ending balance - $ 6,848,699 Note 6. ADVANCES TO SUPPLIERS – THIRD PARTIES, NET 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: June 30, June 30, 2025 2024 Freight fees $ 1,084 $ 300,051 Less: impairment for credit losses - ( 300,000 ) Advances to suppliers-third parties, net $ 1,084 $ 51 Movement of impairment for expected credit losses is as follows: June 30, June 30, 2025 2024 Beginning balance $ 300,000 - Impairment for credit losses, net of recovery - 300,000 Write-off ( 300,000 ) - Ending balance - $ 300,000 Note 7. PREPAID EXPENSES The Company’s prepaid expenses are as follows: June 30, June 30, 2025 2024 Prepaid expenses $ 52,068 $ 231,707 Prepaid income taxes - 11,929 Total $ 52,068 $ 243,636 F- 16 Note 8. OTHER LONG-TERM ASSETS – DEPOSITS, NET The Company’s other long-term assets – deposits are as follows: June 30, June 30, 2025 2024 Rental and utilities deposits $ 10,192 $ 206,692 Less: impairment for credit losses - ( 8,142 ) Other long-term assets - deposits, net $ 10,192 $ 198,550 Movements of impairment for credit losses are as follows: June 30, June 30, 2025 2024 Beginning balance $ 8,142 $ 8,157 Impairment for credit losses, net of recovery - 50,000 Less: Write-off ( 8,202 ) ( 50,000 ) Exchange rate effect 60 ( 15 ) Ending balance - $ 8,142 Note 9. LOANS FROM THIRD PARTIES The Company’s loans from third parties are as follows: June 30, June 30, 2025 2024 Loans from third parties - current $ 999,940 - Loans from third parties - non-current 466,321 - Total loans from third parties $ 1,466,261 - 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. Note 10. 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. 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 $ 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. F- 17 Note 11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The details of accrued expenses and other current liabilities are as follows: June 30, June 30, 2025 2024 Professional fees and other expense payable $ 818,836 $ 849,592 Accrued expenses 111,219 49,541 Interest payable 109,328 4,872 Salary and reimbursement payable 217,586 133,182 Total $ 1,256,969 $ 1,037,187 Note 12. LEASES 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. The discount 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: June 30, June 30, 2025 2024 Right-of-use assets $ 84,370 $ 98,327 Lease liabilities, current 53,286 177,263 Lease liabilities, non-current 31,084 131,355 Total lease liabilities $ 84,370 $ 308,618 As of June 30, 2025, maturities of lease liability were as follows: As of June 30, Twelve months ended June 30, 2025 2026 $ 61,151 2027 30,575 Total future minimum lease payments 91,726 Less: Imputed interest ( 7,356 ) Total lease liabilities $ 84,370 F- 18 Note 13. EQUITY 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. The warrants may also be exercised on a cashless basis if at any time after March 16, 2021, there is no effective registration statement registering, or no current prospectus available for the resale of the warrant shares. The warrants will expire on March 16, 2026. The warrants are subject to anti-dilution provisions to reflect 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. F- 19 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. 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 Weighted Average Exercise Warrants Price Warrants outstanding, as of June 30, 2024 1,208,749 $ 44.05 Issued - - Exercised - - Expired - - Warrants outstanding, as of June 30, 2025 1,208,749 $ 44.05 Warrants exercisable, as of June 30, 2025 1,208,749 $ 44.05 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 F- 20 Note 14. NON-CONTROLLING INTEREST The Company’s non-controlling interest consists of the following: June 30, June 30, 2025 2024 Trans Pacific Shanghai $ ( 1,014,754 ) $ ( 1,532,527 ) Brilliant Warehouse ( 1,001,965 ) ( 1,215,106 ) Total $ ( 2,016,719 ) $ ( 2,747,633 ) Note 15. IMPAIRMENT LOSS OF CRYPTOCURRENCIES The following table presents additional information about cryptocurrencies: June 30, 2025 June 30, 2024 Beginning balance $ - $ 72,179 Impairment loss - ( 72,179 ) 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 recognized. Note 16. COMMITMENTS AND CONTINGENCIES Contingencies From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. 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 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 . 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. Ms. 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”). Plaintiffs alleged violations of the U.S. federal securities laws by the Company. Plaintiffs seek damages, plus interest, costs, fees, and attorneys’ fees. 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. F- 21 Employee Agreement For the year ended June 30, 2023, the Company had employment agreements with each of Mr. Lei Cao, Ms. Tuo Pan and Mr. Yang Jie. 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 pay Mr. Lei Cao and Ms. Tuo Pan (ii) two times of the then applicable annual salary if there had been no change in control, as defined in the employment agreements or three-and-half times of the then applicable annual salary if there was a change in control. The employment agreements for Ms. Tuo Pan and Mr. Yang Jie were terminated in 2022; the Company has no remaining obligation under such agreements. 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. 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. F- 22 Note 17. INCOME TAXES 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 June 30, Current 2025 2024 U.S. $ 30,230 - PRC - - Total income tax expenses $ 30,230 - 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: June 30, June 30, 2025 2024 US Statutory tax rate 21.0 % 21.0 % Permanent difference* - 0.7 % Change in valuation allowance ( 19.8 )% ( 21.9 )% Rate differential in foreign jurisdiction ( 0.3 )% 0.2 % Total 0.9 % - * Permanent difference includes non-deductible expenses mainly stock compensation. The Company’s deferred tax assets are comprised of the following: June 30, June 30, 2025 2024 Allowance for credit losses U.S. - $ 1,212,000 PRC 368,000 1,649,000 Net operating loss U.S. 22,932,000 9,920,000 PRC 222,000 1,515,000 Total deferred tax assets 23,522,000 14,296,000 Valuation allowance ( 23,522,000 ) ( 14,296,000 ) 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. F- 23 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 30, 2025. The Company’s taxes payable consists of the following: June 30, June 30, 2025 2024 Corporate income tax payable $ 2,151,691 $ 2,121,724 VAT tax payable 1,046,456 1,030,363 Other taxes payable 52,326 54,806 Total $ 3,250,473 $ 3,206,893 Note 18. CONCENTRATIONS 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. Note 19. 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: June 30, June 30, 2025 2024 Zhejiang Jinbang Fuel Energy Co., Ltd (1) $ 388,496 $ 382,949 Shanghai Baoyin Industrial Co., Ltd (2) 1,084,793 1,066,003 LSM Trading Ltd (3) - 570,000 Rich Trading Co. Ltd (4) - 103,424 Less: allowance for credit losses ( 1,473,289 ) ( 2,122,376 ) Total - - F- 24 Movements of allowance for credit losses were as follows: June 30, June 30, 2025 2024 Beginning balance $ 2,122,376 $ 2,126,385 Less: Write-off ( 675,063 ) - Exchange rate effect 25,976 ( 4,009 ) Ending balance $ 1,473,289 $ 2,122,376 (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. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. 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. The amount of the allowance changed as a result of changes in exchange rates. (2) As 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 demand. The Company provided full credit losses for the balance of the receivable. (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. 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. 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. The balance of due to related parties was interest-free, unsecured, and due upon demand. Note 20. SUBSEQUENT EVENTS 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. F- 25