Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Singularity Future Technology Ltd. | |
Trading Symbol | SGLY | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 17,515,526 | |
Amendment Flag | false | |
Entity Central Index Key | 0001422892 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-34024 | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 11-3588546 | |
Entity Address, Address Line One | 98 Cutter Mill Road | |
Entity Address, Address Line Two | Suite 322 | |
Entity Address, City or Town | Great Neck | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11021 | |
City Area Code | (718) | |
Local Phone Number | 888-1814 | |
Title of 12(b) Security | Common Stock, no par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Current assets | ||
Cash | $ 10,054,652 | $ 17,390,156 |
Cryptocurrencies | 72,179 | |
Accounts receivable, net | 214,166 | 198,553 |
Other receivables, net | 83,638 | 76,814 |
Advances to suppliers - third parties, net | 59,416 | 128,032 |
Advances to suppliers - related party | ||
Prepaid expenses and other current assets | 250,717 | 252,047 |
Due from related party, net | 26,115 | 74,935 |
Total Current Assets | 10,688,704 | 18,192,716 |
Property and equipment, net | 388,198 | 426,343 |
Right-of-use assets, net | 285,089 | 381,982 |
Other long-term assets - deposits | 188,157 | 236,766 |
Total Assets | 11,550,148 | 19,237,807 |
Current Liabilities | ||
Deferred revenue | 66,354 | 66,531 |
Accounts payable | 633,238 | 494,329 |
Accounts payable - related party | 63,434 | 63,434 |
Lease liabilities - current | 260,134 | 330,861 |
Taxes payable | 3,323,204 | 3,334,958 |
Other payable - related party | 104,647 | 104,962 |
Accrued expenses and other current liabilities | 216,731 | 636,694 |
Total current liabilities | 4,667,742 | 5,031,769 |
Lease liabilities - noncurrent | 187,617 | 245,171 |
Convertible notes | 5,000,000 | |
Total liabilities | 4,855,359 | 10,276,940 |
Commitments and Contingencies | ||
Equity | ||
Preferred stock, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively | ||
Common stock, 50,000,000 shares authorized, no par value; 15,715,526 and 17,715,526 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively | 94,332,048 | 94,332,048 |
Additional paid-in capital | 2,334,962 | 2,334,962 |
Accumulated deficit | (87,866,623) | (85,576,438) |
Accumulated other comprehensive income | 213,217 | 90,236 |
Total Stockholders’ Equity attributable to controlling shareholders of the Company | 9,013,604 | 11,180,808 |
Non-controlling Interest | (2,318,815) | (2,219,941) |
Total Equity | 6,694,789 | 8,960,867 |
Total Liabilities and Equity | $ 11,550,148 | $ 19,237,807 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value (in Dollars per share) | ||
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | ||
Common stock, shares issued | 15,715,526 | 17,715,526 |
Common stock, shares outstanding | 15,715,526 | 17,715,526 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 895,926 | $ 1,221,204 |
Cost of revenues | (1,002,949) | (745,627) |
Gross profit (loss) | (107,023) | 475,577 |
Selling expenses | (55,853) | (27,375) |
General and administrative expenses | (2,054,153) | (2,988,920) |
Impairment loss of cryptocurrencies | (72,179) | |
Provision for doubtful accounts, net | (48,618) | |
Stock-based compensation | (247,333) | |
Total operating expenses | (2,230,803) | (3,263,628) |
Operating loss | (2,337,826) | (2,788,051) |
Other expenses, net | (77,170) | (58,849) |
Net loss before provision for income taxes | (2,414,996) | (2,846,900) |
Income tax expense | (103,426) | |
Net loss | (2,414,996) | (2,950,326) |
Net (loss) income attributable to non-controlling interest | (124,811) | 134,026 |
Net loss attributable to controlling shareholders of the Company. | (2,290,185) | (3,084,352) |
Comprehensive loss | ||
Net loss | (2,414,996) | (2,950,326) |
Other comprehensive income - foreign currency | 148,918 | 152,769 |
Comprehensive loss | (2,266,078) | (2,797,557) |
Less: Comprehensive (loss) income attributable to non-controlling interest | (98,874) | 132,796 |
Comprehensive loss attributable to controlling shareholders of the Company | $ (2,167,204) | $ (2,930,353) |
Loss per share | ||
Loss per share basic (in Dollars per share) | $ (0.13) | $ (0.15) |
Weighted average number of common shares used in computation | ||
Weighted average number of common shares used in computation basic (in Shares) | 17,598,135 | 21,216,739 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Loss per share diluted | $ (0.13) | $ (0.15) |
Weighted average number of common shares used in computation basic | 17,598,135 | 21,216,739 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional paid-in capital | Shares to be cancelled | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Jun. 30, 2022 | $ 96,127,691 | $ 2,334,962 | $ (62,579,592) | $ 45,739 | $ (2,140,890) | $ 33,787,910 | ||
Balance (in Shares) at Jun. 30, 2022 | 22,244,333 | |||||||
Stock based compensation to consultants | $ 247,333 | 247,333 | ||||||
Foreign currency translation | 153,999 | (1,230) | 152,769 | |||||
Net loss | (3,084,352) | 134,026 | (2,950,326) | |||||
Balance at Sep. 30, 2022 | $ 96,375,024 | 2,334,962 | (65,663,944) | 199,738 | (2,008,094) | 31,237,686 | ||
Balance (in Shares) at Sep. 30, 2022 | 22,244,333 | |||||||
Balance at Jun. 30, 2023 | $ 94,332,048 | 2,334,962 | (200,000) | (85,576,438) | 90,236 | (2,219,941) | 8,960,867 | |
Balance (in Shares) at Jun. 30, 2023 | 17,715,526 | |||||||
Stock based compensation to consultants | ||||||||
Foreign currency translation | 122,981 | 25,937 | 148,918 | |||||
Cancellation of shares due to settlement | 200,000 | |||||||
Cancellation of shares due to settlement (in Shares) | (200,000) | |||||||
Net loss | (2,290,185) | (124,811) | (2,414,996) | |||||
Balance at Sep. 30, 2023 | $ 94,332,048 | $ 2,334,962 | $ (87,866,623) | $ 213,217 | $ (2,318,815) | $ 6,694,789 | ||
Balance (in Shares) at Sep. 30, 2023 | 17,515,526 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||
Net loss | $ (2,414,996) | $ (2,950,326) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 247,333 | |
Depreciation and amortization | 38,127 | 78,945 |
Non-cash lease expense | 97,437 | 135,215 |
Provision for doubtful accounts, net | 48,618 | |
Impairment loss of cryptocurrencies | 72,179 | 1,521 |
Investment loss from unconsolidated subsidiary | 2,614 | |
Interest expenses related to convertible note | 21,917 | |
Changes in assets and liabilities | ||
Accounts receivable | 48,656 | 6,278 |
Other receivables | 142,854 | 235,392 |
Advances to suppliers - third parties | 73,735 | (7,304) |
Advances to suppliers - related party | 4,175,178 | |
Prepaid expenses and other current assets | 1,330 | (98,287) |
Other long-term assets - deposits | 49,999 | 327 |
Deferred revenue | (1,849) | (4,619,813) |
Refund payable | ||
Accounts payable | 122,777 | 102,101 |
Taxes payable | (130,215) | (90,808) |
Lease liabilities | (128,825) | (107,853) |
Accrued expenses and other current liabilities | (41,712) | (271,911) |
Net cash used in operating activities | (1,999,968) | (3,161,398) |
Investing Activities | ||
Acquisition of property and equipment | (150,966) | |
Loan receivable-related parties | 70,265 | |
Repayment from related parties | 49,969 | |
Net cash provided by (used in) investing activities | 49,969 | (80,701) |
Financing Activities | ||
Repayment of convertible notes | (5,000,000) | |
Repayment of interest expenses related to convertible notes | (403,424) | |
Net cash used in financing activities | (5,403,424) | |
Net decrease in cash | (7,353,423) | (3,242,099) |
Cash at beginning of period | 17,390,156 | 55,833,282 |
Effect of exchange rate fluctuations on cash | 17,919 | (130,980) |
Cash at end of period | 10,054,652 | 52,460,203 |
Non-cash transactions of operating and investing activities | ||
Initial recognition of right-of-use assets and lease liabilities |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Sep. 30, 2023 | |
Organization and Nature of Business [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | Note 1. ORGANIZATION AND NATURE OF BUSINESS The Company is an integrated logistics solution provider that was founded in the United States in 2001. On September 18, 2007, the Company merged into a new corporation, Sino-Global Shipping America, Ltd. in Virginia. 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, we primarily focus on providing freight logistics services, which include shipping, warehouse services and other logistical support to steel companies . In 2017, we began exploring new opportunities to expand our business and generate more revenue. These opportunities ranged from complementary businesses to other new services and product initiatives. Beginning in fiscal 2022, we expanded our services to include warehousing services provided by our U.S. subsidiary Brilliant Warehouse Service Inc. We are currently engaged in providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans Pacific Shipping Limited and Ningbo Saimeinuo Web Technology Ltd. in China and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc. in the United States. Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery. As of September 30, 2023, the Company’s subsidiaries included the following: Name Background Ownership Sino-Global Shipping New York Inc. (“SGS NY”) ● A New York corporation 100% owned by the Company ● Incorporated on May 03, 2013 ● Primarily engaged in freight logistics services Sino-Global Shipping HK Ltd. (“SGS HK”) ● A Hong Kong corporation 100% owned by the Company ● Incorporated on September 22, 2008 ● No material operations Name Background Ownership Thor Miner Inc. (“Thor Miner”) ● A Delaware corporation 51% owned by the Company ● Incorporated on October 13, 2021 ● Primarily engaged in sales of crypto mining machines Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) ● A PRC limited liability company 100% owned by the Company ● Incorporated on November 13, 2007. ● Primarily engaged in freight logistics services 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 Ningbo Saimeinuo Web Technology Ltd. (“SGS Ningbo”) ● A PRC limited liability company 100% owned by SGS NY ● Incorporated on September 11,2017 ● Primarily engaged in freight logistics services Blumargo IT Solution Ltd. (“Blumargo”) ● A New York corporation 100% owned by SGS NY ● Incorporated on December 14, 2020 ● No material operations Gorgeous Trading Ltd (“Gorgeous Trading”) ● A Texas corporation 100% owned by SGS NY ● Incorporated on July 01, 2021 ● Primarily engaged in warehouse related services Brilliant Warehouse Service Inc. (“Brilliant Warehouse”) ● A Texas corporation 51% owned by SGS NY ● Incorporated on April 19,2021 ● Primarily engaged in warehouse house related services Phi Electric Motor In. (“Phi”) ● A New York corporation 51% owned by SGS NY ● Incorporated on August 30, 2021 ● No operations SG Shipping & Risk Solution Inc, (“SGSR”) ● A New York corporation 100% owned By the Company ● Incorporated on September 29, 2021 ● No material operations SG Link LLC (“SG Link”) ● A New York corporation 100% owned by SG Shipping & Risk Solution Inc on January 25, 2022 ● Incorporated on December 23, 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Prior to December 31, 2021, Sino-Global Shipping Agency Ltd. (“Sino-China”) was considered a Variable Interest Entity (“VIE”), with the Company as the primary beneficiary. On December 31, 2021, the Company entered into a series of agreements to terminate its VIE structure and deconsolidated its formerly controlled entity Sino-China. The Company, through Trans Pacific Beijing, entered into certain agreements with Sino-China, pursuant to which the Company received 90% of Sino-China’s net income. As a VIE, Sino-China’s revenues were included in the Company’s total revenues, and any income/loss from operations was consolidated with that of the Company. Because of contractual arrangements between the Company and Sino-China, the Company had a pecuniary interest in Sino-China that required consolidation of the financial statements of the Company and Sino-China. The Company has consolidated Sino-China’s operating results in accordance with Accounting Standards Codification (“ASC”) 810-10, “Consolidation”. The agency relationship between the Company and Sino-China and its branches was governed by a series of contractual arrangements pursuant to which the Company had substantial control over Sino-China. (b) Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 — Unobservable inputs that reflect management’s assumptions based on the best available information. The carrying value of accounts receivable, other receivables, other current assets, and current liabilities approximate their fair values because of the short-term nature of these instruments. (c) Use of Estimates and Assumptions The preparation of the Company’s unaudited condensed 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 unaudited condense consolidated financial statements include revenue recognition, fair value of stock-based compensation, cost of revenues, allowance for credit losses, impairment loss, deferred income taxes, income tax expense and the useful lives of property and equipment. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. (d) Translation of Foreign Currency The accounts of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is the U.S. dollar (“USD”) while its subsidiaries in the PRC, including Trans Pacific Beijing and Trans Pacific Shanghai report their financial positions and results of operations in Renminbi (“RMB”), its subsidiary Sino-Global Shipping (HK), Ltd. reports its financial positions and results of operations in Hong Kong dollars (“HKD”). The accompanying consolidated unaudited condensed financial statements are presented in USD. Foreign currency transactions are translated into USD using the fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at current exchange rates quoted by the People’s Bank of China at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in effect during the year. The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company, and also included in non-controlling interests. The exchange rates as of September 30, 2023 and June 30, 2023 and for the three months ended September 30, 2023 and 2022 are as follows: September 30, June 30, Three months ended Foreign currency Balance Balance 2023 2022 RMB:1USD 7.2755 7.2537 7.2350 6.8425 HKD:1USD 7.8312 7.8366 7.8251 7.8483 (e) Cash Cash consists of cash on hand and cash in banks which are unrestricted as to withdrawal or use. The Company maintains cash with various financial institutions mainly in the PRC, Australia, Hong Kong and the U.S. As of September 30, 2023 and June 30, 2023, cash balances of $250,316 and $183,510, respectively, were maintained at financial institutions in the PRC. $153,787 74,533 $205,888 (f) Cryptocurrencies Cryptocurrencies, mainly bitcoin, are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. Cryptocurrencies are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. (g) Receivables and Allowance for Credit Losses Accounts receivable are presented at net realizable value. The Company maintains allowances for doubtful accounts and for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual receivable balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balances, customers’ historical payment history, their current credit-worthiness and current economic trends. Receivables are generally considered past due after 180 days. The Company reserves 25%-50% of the customers balance aged between 181 days to 1 year, 50%-100% of the customers balance over 1 year and 100% of the customers balance over 2 years. Accounts receivable are written off against the allowances only after exhaustive collection efforts. As the Company has focused its development on the shipping management segment, its customer base consists of more smaller privately owned companies that we believe will pay more timely than state owned companies. Other receivables represent mainly customer advances, prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, project advances as well as office lease deposits. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Other receivables are written off against the allowances only after exhaustive collection efforts. (h) Property and Equipment, net Property and equipment are stated at historical cost less accumulated depreciation. Historical cost comprises its purchase price and any directly attributable costs of bringing the assets to its working condition and location for its intended use. Depreciation is calculated on a straight-line basis over the following estimated useful lives: 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 three months ended September 30, 2023 and 2022, no impairments were recorded. (i) Investments in unconsolidated entity Entities in which the Company has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has voting shares representing 20% to 50%, and other factors, such as representation on the board of directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under this method of accounting, the Company records its proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. Dividends received from the equity method investments are recorded as reductions in the cost of such investments. The Company generally considers an ownership interest of 20% or higher to represent significant influence. The Company accounts for the investments in entities over which it has neither control nor significant influence, and no readily determinable fair value is available, using the investment cost minus any impairment, if necessary. Investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investment is less than its carrying value. An impairment loss is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investment; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. On January 10, 2020, the Company entered into a cooperation agreement with Mr. Shanming Liang, a shareholder of the Company, to set up a joint venture in New York named LSM Trading Ltd., (“LSM”) in which the Company holds a 40% equity interest. Mr. Shanming Liang subsequently transferred his shares to Guanxi Golden Bridge Industry Group Co. Ltd. in October 2021. As of June 30, 2023, the Company invested $210,000 and recorded $81,640 investment loss in LSM. The joint venture has not started its operations due to COVID-19.As we could not obtain the financial information of the investee, we determined to provide a full impairment of our equity investment. The Company recorded a $128,360 impairment loss for the year ended June 30, 2023. (j) Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. (k) Revenue Recognition The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company uses a five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. For the Company’s freight logistic, the Company provides transportation services which include mainly shipping services. The Company derives transportation revenue from sales contracts with its customers with revenues being recognized upon performance of services. Sales price to the customer are fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. The Company’s revenues are recognized at a point in time after all performance obligations were satisfied For the Company’s warehouse services, which are included in the freight logistic services, the Company’s contracts provide for an integrated service that includes two or more services, including but not limited to warehousing, collection, first-mile delivery, drop shipping, customs clearance packaging, etc. Accordingly, the Company generally identifies one performance obligation in its contracts, which is a series of distinct services that remain substantially the same over time and possess the same pattern of transfer. Revenue is recognized over the period in which services are provided under the terms of the Company’s contractual relationships with its clients. The transaction price is based on the amount specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration in a contract represents facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration is comprised of cost reimbursement determined based on the costs incurred. 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. On January 10, 2022, the Company’s joint venture, Thor Miner, entered into a Purchase and Sale Agreement with SOS Information Technology New York Inc. (the “Buyer”). Pursuant to the Purchase and Sale Agreement, Thor Miner agreed to sell and the Buyer agreed to purchase certain cryptocurrency mining equipment. The Company’s performance obligation was to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products or services are transferred to customers. To distinguish a promise to provide products from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in ASC 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 was recognized on a gross basis when the Company controls the products as it has the obligation to (i) fulfill the products delivery and custom clearance (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements. If the Company is not responsible for provision of product and does not bear inventory risk, the Company recorded revenue on a net basis. For the three months ended September 30, 2022 and 2023, the Company recognized the net sale of cryptocurrency mining equipment in $497,045 and nil nil 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 balances amounted to $66,354 and $66,531 as of September 30, 2023 and June 30, 2023, respectively. The Company’s disaggregated revenue streams are described as follows: For the Three Months Ended September 30, September 30, Sale of crypto mining machines $ - $ 497,045 Freight logistics services 895,926 724,159 Total $ 895,926 $ 1,221,204 Disaggregated information of revenues by geographic locations are as follows: For the Three Months Ended September 30, September 30, 2023 2022 PRC $ 700,656 $ 248,210 U.S. 195,270 972,994 Total revenues $ 895,926 $ 1,221,204 (l) Leases The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended June 30, 2020, and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption, the Company recognized right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 7% based on the duration of lease terms. Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. (m) 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 unaudited condensed 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 September 30, 2023 and June 30, 2023. Income tax returns for the years prior to 2018 are no longer subject to examination by U.S. tax authorities. PRC Enterprise Income Tax PRC enterprise income tax is calculated based on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25%. Sino-China and Trans Pacific Beijing were incorporated in the PRC and are subject to the Enterprise Income Tax Laws of the PRC. PRC Value Added Taxes and Surcharges The Company is subject to value added tax (“VAT”). Revenue from services provided by the Company’s PRC subsidiaries 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. (n) Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to holders of common stock of the Company by the weighted average number of shares of common stock of the Company outstanding during the applicable period. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock of the Company were exercised or converted into common stock of the Company. Common stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. For the three months ended September 30, 2023 and 2022, there was no dilutive effect of potential shares of common stock of the Company because the Company generated a net loss. (o) Comprehensive Income (Loss) The Company reports comprehensive income (loss) in accordance with the authoritative guidance issued by Financial Accounting Standards Board (the “FASB”) which establishes standards for reporting comprehensive income (loss) and its component in financial statements. Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. (p) Stock-based Compensation The Company accounts for stock-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company records stock-based compensation expense at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. Valuations of stock-based compensation are based upon highly subjective assumptions about the future, including stock price volatility and exercise patterns. The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee terminations. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. (q) Risks and Uncertainties The Company’s business, financial position and results of operations may be influenced by the political, economic, health and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, health and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. (r) Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its condensed consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change. On June 30, 2022, FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities On March 28, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-01, Leases (Topic 842): Common Control Arrangements |
Cryptocurrencies
Cryptocurrencies | 3 Months Ended |
Sep. 30, 2023 | |
Cryptocurrencies [Abstract] | |
CRYPTOCURRENCIES | Note 3. CRYPTOCURRENCIES The following table presents additional information about cryptocurrencies: September 30, June 30, 2023 2023 Beginning balance $ 72,179 $ 90,458 Receipt of cryptocurrencies from mining services - - Impairment loss (72,179 ) (18,279 ) Ending balance $ - $ 72,179 The Company recorded a $72,179 |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | Note 4. ACCOUNTS RECEIVABLE, NET The Company’s net accounts receivable are as follows: September 30, June 30, 2023 2023 Trade accounts receivable $ 3,498,518 $ 3,487,293 Less: allowances for credit losses (3,284,352 ) (3,288,740 ) Accounts receivable, net $ 214,166 $ 198,553 Movement of allowance for credit losses are as follows: September 30, June 30, 2023 2023 Beginning balance $ 3,288,740 $ 3,413,110 Provision for credit losses, net of recovery - - Write-off/recovery - - Exchange rate effect (4,388 ) (124,370 ) Ending balance $ 3,284,352 $ 3,288,740 |
Other Receivables, Net
Other Receivables, Net | 3 Months Ended |
Sep. 30, 2023 | |
Other Receivables, Net [Abstract] | |
OTHER RECEIVABLES, NET | Note 5. OTHER RECEIVABLES, NET The Company’s other receivables are as follows: September 30, June 30, 2023 2023 Advances to customers* $ 7,049,697 $ 7,060,456 Employee business advances 17,209 10,570 Total 7,066,906 7,071,026 Less: allowances for credit losses (6,983,268 ) (6,994,212 ) Other receivables, net $ 83,638 $ 76,814 * On March 23, 2023, SG Shipping & Risk Solution Inc. an indirect wholly owned subsidiary of SGLY entered into an operating income right transfer contract with Goalowen Inc. pursuant to which Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $3 million. Such contract was signed by the Company’s former COO Jing Shan without the Board’s authorization. On May 5, 2023, Ms. Shan made a wire transfer of $3 million to Goalowen without the Board’s authorization,. It was recorded as an Advance to customers. As of June 30, 2023, the Company evaluated the collection possibility, and decided to provide a 100% allowance provision in the amount of $3 million. Movement of allowance for doubtful accounts are as follows: September 30, June 30, 2023 2023 Beginning balance $ 6,994,212 $ 3,942,258 Increase - 3,000,000 Recovery of doubtful accounts - - Less: write-off - - Exchange rate effect (10,944 ) 51,954 Ending balance $ 6,983,268 $ 6,994,212 |
Advances to Suppliers
Advances to Suppliers | 3 Months Ended |
Sep. 30, 2023 | |
Advances to Suppliers [Abstract] | |
ADVANCES TO SUPPLIERS | Note 6. ADVANCES TO SUPPLIERS The Company’s advances to suppliers – third parties are as follows: September 30, June 30, 2023 2023 Freight fees (1) $ 359,416 $ 428,032 Less: allowances for credit losses (300,000 ) (300,000 ) Advances to suppliers-third parties, net $ 59,416 $ 128,032 (1) The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments from January 1, 2023 to September 30, 2023. The Company provided an allowance of $300,000 for the year ended June 30, 2022, and there was no change in the fiscal year 2023 and for the three months ended September 30, 2023. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | Note 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS The Company’s prepaid expenses and other assets are as follows: September 30, June 30, 2023 2023 Prepaid income taxes $ 11,929 $ 11,929 Other (including prepaid professional fees, rent) 238,788 240,118 Total $ 250,717 $ 252,047 |
Other Long-Term Assets _ Deposi
Other Long-Term Assets – Deposits, Net | 3 Months Ended |
Sep. 30, 2023 | |
Other Long-Term Assets – Deposits, Net [Abstract] | |
OTHER LONG-TERM ASSETS – DEPOSITS, NET | Note 8. OTHER LONG-TERM ASSETS – DEPOSITS, NET The Company’s other long-term assets – deposits are as follows: September 30, June 30, 2023 2023 Rental and utilities deposits $ 246,290 $ 244,923 Less: allowances for deposits (58,133 ) (8,157 ) Other long-term assets- deposits, net $ 188,157 $ 236,766 Movements of allowance for deposits are as follows: September 30, June 30, 2023 2023 Beginning balance $ 8,157 $ 8,832 Allowance for deposits 50,000 - Less: Write-off - - Exchange rate effect (24 ) (675 ) Ending balance $ 58,133 $ 8,157 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 9. PROPERTY AND EQUIPMENT, NET The Company’s net property and equipment as follows: September 30, June 30, 2023 2023 Motor vehicles $ 542,904 $ 542,904 Computer equipment 87,545 113,097 Office equipment 67,610 67,699 Furniture and fixtures 533,547 533,634 System software 102,728 103,038 Leasehold improvements 763,991 766,294 Mining equipment 922,438 922,438 Total 3,020,763 3,049,104 Less: Impairment reserve (1,223,981 ) (1,233,521 ) Less: Accumulated depreciation and amortization (1,408,584 ) (1,389,240 ) Property and equipment, net $ 388,198 $ 426,343 Depreciation and amortization expenses for the three months ended September 30, 2023 and 2022 were $38,127 and $78,945, respectively. No impairment loss was recorded for the three months ended September 30, 2023 and 2022. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Note 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, June 30, 2023 2023 Salary and reimbursement payable $ 106,145 $ 117,648 Professional fees and other expense payable 97,563 97,563 Interest payable 4,872 386,378 Others 8,151 35,105 Total $ 216,731 $ 636,694 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Sep. 30, 2023 | |
Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | Note 11. CONVERTIBLE NOTES On December 19, 2021, the Company issued two Senior Convertible Notes (the “Convertible Notes”) to two non-U.S. investors for an aggregate purchase price of $10,000,000. The Convertible Notes carried interest of 5% annually and were convertible into shares of the Company’s common stock, no par value per share at a conversion price of $3.76 per share, the closing price of the common stock on December 17, 2021. The investors were able to convert their Convertible Notes into shares of the Company’s common stock beginning on June 19, 2022. The Convertible Notes were unsecured senior obligations of the Company, and the maturity date of the Convertible Notes was December 18, 2023. The Company could repay any portion of the outstanding principal, accrued and unpaid interest, without penalty for early repayment. On March 8, 2022, the Company issued amended and restated the terms of the notes and issued the Amended and Restated Senior Convertible Notes (the “Amended and Restated Convertible Notes”) to the investors to change the principal amount of the Convertible Notes to an aggregate principal amount of $5,000,000. There other terms of the notes remained unchanged except for the waiver of interest for the $5,000,000 payment made on March 8, 2022. For the three months ended September 30, 2023 and 2022, interest expenses related to the aforementioned notes amounted to $21,917 and $61,643, respectively. On August 8, 2023, upon the unanimous consent of the board of directors of the Company, the Company prepaid the total outstanding $5,000,000 balance of the 2022 Notes, along with the accrued interest of $403,424. The Company was not subject to any prepayment penalties. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | Note 12. LEASES The Company determines if a contract contains a lease at inception which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s leases are classified as operating leases. The Company has several lease agreements with lease terms ranging from two to five years. As of September 30, 2023, ROU assets and lease liabilities amounted to $285,089 and $447,751 (including $260,134 from lease liabilities current portion and $187,617 from lease liabilities non-current portion), respectively and weighted average discount rate was approximately 10.74%. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 2.32 years. For the three months ended September 30, 2023 and 2022, rent expense amounted to approximately $160,489 and $146,461, respectively. The five-year maturity of the Company’s lease obligations is presented below: Twelve Months Ending September 30, Operating 2024 $ 299,718 2025 112,015 2026 95,668 Total lease payments 507,401 Less: Interest 59,650 Present value of lease liabilities $ 447,751 |
Equity
Equity | 3 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | Note 13. EQUITY After the close of the stock market on July 7, 2020, the Company effected a l-for-5 reverse stock split of its common stock in order to satisfy continued listing requirements of its common stock on the NASDAQ Capital Market. The reverse stock split was approved by the Company’s board of directors and stockholders and was intended to allow the Company to meet the minimum share price requirement of $1.00 per share for continued listing on the NASDAQ Capital Market. As a result, all common stock share amounts included in this filing have been retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of five. Amounts affected include common stock outstanding, including those that have resulted from the stock options, and warrants exercisable for common stock. Stock issuances: On September 17, 2020, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company sold an aggregate of 720,000 shares of the Company’s common stock, no par value, and warrants to purchase 720,000 shares at a per share purchase price of $1.46. The net proceeds to the Company from such offering were approximately $1.05 million. The warrants became exercisable on March 16, 2021 at an exercise price of $1.825 per 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 stock dividends and splits or other similar transactions. The warrants contain a mandatory exercise right for the Company to force exercise of the warrants if the Company’s common stock trades at or above $4.38 for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 60,000 shares of common stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. On November 2 and November 3, 2020, the Company issued an aggregate of 860,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), each convertible into one share of common stock, no par value, of Company, upon the terms and subject to the limitations and considerations set forth in the Certificate of Designation of the Series A Preferred Stock, and warrants to purchase up to 1,032,000 shares of common stock. The purchase price for each share of Series A Preferred Stock and accompanying warrants is $1.66. The net proceeds to the Company from this offering was approximately $1.43 million, not including any proceeds that may be received upon cash exercise of the warrants. The warrants became exercisable six (6) months following the date of issuance at an exercise price of $1.99 per share. The warrants may also be exercised on a cashless basis if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the warrant Shares. The warrants will expire five and a half (5.5) years from the date of issuance. The warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The warrants contain a mandatory exercise right for the Company to force exercise of the warrants if the closing price of the common stock equals or exceeds $5.97 for twenty (20) consecutive trading days, provided, among other things, that the shares issuable upon exercise of the warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 60,000 shares of common stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. In February 2021, the shareholders approved the preferred shareholders’ right to convert 860,000 shares of Series A Preferred Stock into 860,000 shares of common stock in the Company’s annual meeting of shareholders. As of June 30, 2022, the Series A Preferred Stock have been fully converted to common stock on a one-for-one basis. On December 8, 2020, the Company entered into a securities purchase agreement with certain investors thereto pursuant to which the Company sold to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,560,000 shares of the common stock of the Company, no par value per share, at a purchase price of $3.10 per share, and warrants to purchase up to an aggregate of 1,170,000 shares of common stock of the Company at an exercise price of $3.10 per share, for aggregate gross proceeds to the Company of $4,836,000. The warrants are initially exercisable beginning on December 11, 2020 and will expire three and a half (3.5) years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. On January 27, 2021, the Company entered into a securities purchase agreement with certain non-U.S. investors thereto pursuant to which the Company sold to the investors, and the investors purchased from the Company, an aggregate of 1,086,956 shares of common stock, no par value, and warrants to purchase 5,434,780 shares. The net proceeds to the Company from this offering were approximately $4.0 million. The purchase price for each share of common stock and five warrants is $3.68, and the exercise price per warrant is $5.00. The warrants became exercisable at any time during the period beginning on or after July 27, 2021 and ending on or prior on January 27, 2026 but not thereafter; provided, however, that the total number of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ official closing bid price of the common stock shall equal or exceed $0.3 billion for a three consecutive month period prior to an exercise. On February 6, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,998,500 shares of the common stock of the Company, no par value per share, at a purchase price of $6.805 per share. Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately $12.4 million. The Company also sold to the investors warrants to purchase up to an aggregate of 1,998,500 shares of common stock at an exercise price of $6.805 per share. The warrants are exercisable upon issuance and expire five and a half (5.5) years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. On February 9, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 3,655,000 shares of the common stock of the Company, no par value per share, at a purchase price of $7.80 per share. Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately $26.1 million. The Company also sold to the investors warrants to purchase up to an aggregate of 3,655,000 shares of common stock at an exercise price of $7.80 per share. The warrants are exercisable upon issuance and expire five and a half (5.5) years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. On December 14, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with non-U.S. investors and accredited investors pursuant to which the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of 3,228,807 shares of common stock, no par value, and warrants to purchase 4,843,210 shares. The purchase price for each share of common stock and one and a half warrants 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 January 6, 2022, the Company entered into Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant to which the Company agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the Warrants back to the Company. These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021, February 10, 2021, and March 14, 2018. The purchase price for each Warrant was $2.00. Following announcement of the Warrant Purchase Agreements on January 6, 2022, the Company agreed to repurchase an additional 103,200 warrants from other Sellers on the same terms as the previously announced Warrant Purchase Agreements. The aggregate number of warrants repurchased under the Warrant Purchase Agreements was 3,974,000. Following is a summary of the status of warrants outstanding and exercisable as of September 30, 2023 Warrants Weighted Warrants outstanding, as of June 30, 2023 12,191,824 $ 4.37 Issued - - Exercised - - Expired (103,334 ) 8.75 Warrants outstanding, as of September 30, 2023 12,088,490 $ 4.33 Warrants exercisable, as of September 30, 2023 12,088,490 $ 4.33 Warrants Outstanding Warrants Weighted Average 2018 Series A, 400,000 103,334 $ 8.75 0 years 2020 warrants, 2,922,000 181,000 $ 1.83 1.92 years 2021 warrants, 11,088,280 11,907,490 $ 4.94 2.81 years Stock-based compensation: By action taken as of August 13, 2021, the Board of Directors (the “Board”) of the Company and the Compensation Committee of the Board (the “Committee”) approved a one-time award of a total of 1,020,000 shares of the common stock under the Company’s 2014 Stock Incentive Plan (the “Plan”) to, including (i) a grant of 600,000 shares to Chief Executive Officer, Lei Cao, (ii) a grant of 200,000 shares to acting Chief Financial Officer, Tuo Pan, (iii) a grant of 160,000 shares to Board member, Zhikang Huang, (iv) a grant of 20,000 shares to Board member, Jing Wang, (v) a grant of 20,000 shares to Board member, Xiaohuan Huang, and (vi) a grant of 20,000 shares to Board member, Tieliang Liu. The shares were valued at an aggregate of $2,927,400 based on the grant date fair value of such shares. On November 18, 2021, Mr. Jing Wang retired from his positions as a member of the Board, the Chairperson of the Compensation Committee, a member of Nominating/Corporate Governance Committee, and a member of the Audit Committee. In connection with Mr. Wang’s retirement, the Company granted Mr. Wang 100,000 shares of common stock under the Company’s 2021 stock incentive plan, which shares were valued at $377,000 based on the grant date fair value. On February 4, 2022, the Company approved a one-time award of a total of 500,000 shares of common stock under the Company’s 2021 Stock Incentive Plan to certain executive officers of the Company, including Chief Executive Officer, Yang Jie (300,000 shares), Chief Operating Officer, Jing Shan (100,000 shares), and Chief Technology Officer, Shi Qiu (100,000 shares). The total fair value of the grants amounts to $2,740,000 based on the grant date share price of $5.48. On February 16, 2022, the Company’s Board approved a consulting agreement pursuant to which the Company agreed to pay the consultant a monthly fee of $10,000 and 100,000 shares of the Company’s common stock. The shares were valued at $7.42 at grant date with a grant date fair value of $742,000 to be amortized through October 31, 2022. Stock compensation expenses for this contract was nil During the three months ended September 30, 2023 and 2022, nil |
Non-Controlling Interest
Non-Controlling Interest | 3 Months Ended |
Sep. 30, 2023 | |
Non-Controlling Interest [Abstract] | |
NON-CONTROLLING INTEREST | Note 14. NON-CONTROLLING INTEREST The Company’s non-controlling interest consists of the following: September 30, June 30, 2023 2023 Trans Pacific Shanghai $ (1,505,298 ) $ (1,522,971 ) Thor Miner (917,761 ) (814,005 ) Brilliant Warehouse 104,244 117,035 Total $ (2,318,815 ) $ (2,219,941 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 15. COMMITMENTS AND CONTINGENCIES Contingencies From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. SOS Information Technology New York, Inc. (“SOSNY”), a company incorporated under the laws of State of New York and a wholly owned subsidiary of SOS Ltd., filed a lawsuit in the New York State Supreme Court on December 9, 2022 against the Company’s joint venture, Thor Miner, Inc. (“Thor Miner”), the Company, and, together with Thor Miner, referred to as the “Corporate Defendants”), Lei Cao, Yang Jie, John F. Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual Defendants”) (collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”). SOSNY and Thor Miner entered into a Purchase and Sale Agreement on January 10, 2022 (the “PSA”) for the purchase of $200,000,000 in crypto mining rigs, which SOSNY claims was breached by the Defendants. SOSNY and Defendants entered into a certain settlement agreement and general mutual release with an Effective Date of December 28, 2022 (“Settlement Agreement”). Pursuant to the Settlement Agreement, Thor Miner agreed to pay a $13,000,000 to SOSNY (the “Settlement Payment”) in exchange for SOSNY dismissing the lawsuit with prejudice as to the settling Defendants and without prejudice as to all others. SOSNY dismissed the lawsuit with prejudice against the Company (and other Defendants) upon receipt of the Settlement Payment on December 28, 2022. The Company and Thor Miner further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology Co., Ltd. (“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to exceed $40,560,569.00 (which is the total amount paid by SOSNY pursuant to the PSA less the price of the machines actually received by SOSNY pursuant to the PSA). The Settlement Payment and any payments subsequently received by SOSNY from HighSharp will be deducted from the $40,560,569.00 previously paid by, and now due and owing to SOSNY. In further consideration of the Settlement Agreement, Thor Miner agreed to execute and provide to SOSNY an assignment of all claims it may have against HighSharp or otherwise to the proceeds of the PSA. See Note 19 for further details. Lawsuits in connection with 2021 securities purchase agreement On September 23, 2022, Hexin Global Limited and Viner Total Investments Fund filed a lawsuit against the Company and other defendants in the United States District Court for the Southern District of New York (the “Hexin lawsuit”). On December 5, 2022, St. Hudson Group LLC, Imperii Strategies LLC, Isyled Technology Limited, and Hsqynm Family Inc. filed a lawsuit against the Company and other defendants in the United States District Court for the Southern District of New York (the “St. Hudson lawsuit,” and together with the Hexin lawsuit, the “Investor Actions”). The plaintiffs in the Investor Actions are investors that entered into a securities purchase agreement (“Securities Purchase Agreement”) with the Company in late 2021. Each of these plaintiffs asserts causes of action for, among other things, violations of federal securities laws, breach of fiduciary duty, fraudulent inducement, breach of contract, conversion, and unjust enrichment, and seeks monetary damages and specific performance to remove legends from certain securities sold pursuant to the Securities Purchase Agreement. The Hexin lawsuit claims monetary damages of “at least $6 million,” plus interest, costs, fees, and attorneys’ fees. The St. Hudson lawsuit claims monetary damages of “at least $4.4 million,” plus interest, costs, fees, and attorneys’ fees. Lawsuit in connection with the Financial Advisory Agreement On October 6, 2022, Jinhe Capital Limited (“Jinhe”) filed a lawsuit against the Company in the United States District Court for the Southern District of New York, asserting causes of actions for, among other things, breach of contract, breach of the covenant of good faith and fair dealing, conversion, quantum meruit, and unjust enrichment, in connection with a financial advisory agreement entered into by and between Jinhe and the Company on November 10, 2021. Jinhe claims monetary damages of “at least $575,000” and “potentially exceeding $1.8 million,” plus interest, costs, and attorneys’ fees. On January 10, 2023, the St. Hudson lawsuit was consolidated with this lawsuit and the Hexin lawsuit and on February 24, 2023, all three consolidated actions were dismissed without prejudice by the court, in furtherance of the parties having reached an agreement in principle to settle their disputes. The Company, Yang Jie, Jing Shan, and the plaintiffs of the above three actions entered into a certain settlement agreement and general mutual release with an effective date of March 10, 2023, pursuant to which the Company agreed to pay the plaitiffs $10,525,910.82. Plaintiffs in the actions agreed to discharge and forever release the defendants in the actions from all claims that were or could have been raised in those actions, as well as dismissal of each of the actions with prejudice. The Company paid the settlement payment on March 14, 2023. In addition, the plaintiffs agreed to irrevocably forfeit 3,728,807 shares of common stock held by them. The cancellation of the shares has been completed. Putative Class Action On December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the Company between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the United States District Court for the Eastern District of New York, alleging violations of federal securities laws related to alleged false or misleading disclosures made by the Company in its public filings. The plaintiff seeks unspecified damages, plus interest, costs, fees, and attorneys’ fees. As this action is still in the early stage, the Company cannot predict the outcome. The Company is also subject to additional contractual litigation as to which it is unable to estimate the outcome. Government Investigations Following a publication issued by Hindenburg Research dated May 5, 2022, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New York and the SEC. The Company is cooperating with the government regarding these matters. At this early stage, the Company is not able to estimate the outcome or duration of the government investigations. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | Note 16. INCOME TAXES The Company’s income tax expenses for three months ended September 30, 2023 and 2022 are as follows: For the three months Ended 2023 2022 Current U.S. $ - $ (103,426 ) PRC - - Total income tax expenses - (103,426 ) The Company’s deferred tax assets are comprised of the following: September 30, June 30, Allowance for doubtful accounts U.S. $ 1,251,000 $ 1,241,000 PRC 1,650,000 1,655,000 Net operating loss U.S. 9,223,000 8,775,000 PRC 1,451,000 1,425,000 Total deferred tax assets 13,575,000 13,096,000 Valuation allowance (13,575,000 ) (13,096,000 ) Deferred tax assets, net - long-term $ - $ - The Company’s operations in the U.S. incurred cumulative U.S. federal net operation losses (“NOL”) of approximately $41.7 million as of June 30, 2023, which may reduce future federal taxable income. During the three months ended September 30, 2023, approximately $2.1 million of NOL was generated and the tax benefit derived from such NOL was approximately $9.2 million. As of September 30, 2023, the Company’s cumulative NOL amounted to approximately $43.8 million, which may reduce future federal taxable income. The Company’s operations in China incurred a cumulative NOL of approximately $1.7 million as of June 30, 2023 which was mainly from net loss. During the three months ended September 30, 2023, additional NOL of approximately $0.1 million was generated. As of September 30, 2023, the Company’s cumulative NOL amounted to approximately $1.8 million which may reduce future taxable income which will expire by 2026. The Company periodically evaluates the likelihood of the realization of deferred tax assets (“DTA”) and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. The Company determined that it is more likely than not its deferred tax assets could not be realized due to uncertainty on future earnings as a result of the Company’s reorganization and venture into new businesses. The Company provided a 100% allowance for its DTA as of September 30, 2023. The net increase in valuation for the three months ended September 30, 2023 amounted to approximately $479,000, based on management’s reassessment of the amount of the Company’s deferred tax assets that are more likely than not to be realized. The Company’s taxes payable consists of the following: September 30, June 30, 2023 2023 VAT tax payable $ 1,011,758 $ 1,016,529 Corporate income tax payable 2,255,047 2,261,131 Others 56,399 57,298 Total $ 3,323,204 $ 3,334,958 |
Concentrations
Concentrations | 3 Months Ended |
Sep. 30, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | Note 17. CONCENTRATIONS Major Customers For the three months ended September 30, 2023, one customer accounted for 78.3% of the Company’s gross revenues. As of September 30, 2023, three customers accounted for 34.5%, 21.2% and 10.8% of the Company’s accounts receivable, net. For the three months ended September 30, 2022, one customer accounted for 86.5% of the Company’s gross revenues. As of September 30, 2022, two customers accounted for 45.0% and 12.5% of the Company’s accounts receivable, net. Major Suppliers For the three months ended September 30, 2023, two suppliers accounted for approximately 22.1% and 15.2% of the total gross purchases. For the three months ended September 30, 2022, one supplier accounted for approximately 84.8% of the gross purchases. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | Note 18. SEGMENT REPORTING ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in unaudited condensed consolidated financial statements for detailing the Company’s business segments. The Company’s chief operating decision maker is the Chief Operating Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. The Company ceased to sell crypto-mining equipment since January 1, 2023. For the three months ended September 30, 2023, the Company operated in freight logistics services, which were operated by its subsidiaries in both the United States and PRC. For the three months ended September 30, 2023, the Company did not sell crypto-mining machines. On March 30, 2023, the board of directors of the Company authorized the Company to conduct an e-commerce business in China, including but not limited to the marketing approach of media redirecting. The following tables present summary information by segment for the three months ended September 30, 2023 and 2022, respectively: For the Three Months Ended Freight Crypto-mining Total Net revenues $ 895,926 $ - $ 895,926 Cost of revenues $ 1,002,949 $ - $ 1,002,949 Gross profit $ (107,023 ) $ - $ (107,023 ) Depreciation and amortization $ 37,770 $ 357 $ 38,127 Total capital expenditures $ - $ - $ - Gross margin% (11.9 )% 100.0 % (11.9 )% For the Three Months Ended Freight Crypto-mining Total Net revenues $ 724,159 $ 497,045 $ 1,221,204 Cost of revenues $ 745,627 $ - $ 745,627 Gross profit $ (21,468 ) $ 497,045 $ 475,577 Depreciation and amortization $ 78,945 $ - $ 78,945 Total capital expenditures $ 150,966 $ - $ 150,966 Gross margin% (3.0 )% 100.0 % 38.9 % Total assets as of: September 30, June 30, 2023 2023 Freight Logistic Services $ 11,548,365 $ 19,075,202 Sale of crypto mining machines 1,783 162,605 Total Assets $ 11,550,148 $ 19,237,807 The Company’s operations are primarily based in the PRC and U.S, where the Company derives all of its revenues. Management also reviews consolidated financial results by business locations. Disaggregated information of revenues by geographic locations are as follows: For the Three Months Ended September 30, September 30, 2023 2022 PRC $ 700,656 $ 248,210 U.S. 195,270 972,994 Total revenues $ 895,926 $ 1,221,204 |
Related Party Balance and Trans
Related Party Balance and Transactions | 3 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCE AND TRANSACTIONS | Note 19. RELATED PARTY BALANCE AND TRANSACTIONS Due from related party, net As of September 30, 2023 and June 30, 2023, the outstanding amounts due from related parties consist of the following: September 30, June 30, 2023 2023 Zhejiang Jinbang Fuel Energy Co., Ltd (1) $ 408,634 $ 458,607 Shanghai Baoyin Industrial Co., Ltd (2) 1,064,805 1,068,014 LSM Trading Ltd (3) 570,000 570,000 Rich Trading Co. Ltd (4) 103,424 103,424 Lei Cao (5) 11,752 13,166 Less: allowance for doubtful accounts (2,132,500 ) (2,138,276 ) Total $ 26,115 $ 74,935 (1) As of September 30, 2023 and June 30, 2023, the Company advanced $408,634 and $458,607 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing and due on demand. The Company provided allowance of $382,519 and $383,672 for the balance of the receivable as of September 30, 2023 and June 30, 2023, and the allowance changes as a result of changes in exchange rates. (2) As of September 30, 2023 and June 30, 2023, the Company advanced approximately $1.1 million and $1.3 million to Shanghai Baoyin Industrial Co., Ltd. which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable. (3) As of September 30, 2023 and June 30, 2023, the Company advanced $570,000 to LSM Trading Ltd, which is 40% owned by the Company. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable. (4) On November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading Co. Ltd USA (“Rich Trading”) for the trading of computer equipment. Rich Trading’s bank account was controlled by now-terminated members of the Company’s management and was, at the time, an undisclosed related party. According to the agreement, the Company was to invest $4.5 million in the trading business operated by Rich Trading and the Company would be entitled to 90% of profits generated by the trading business. The Company advanced $3,303,424 for this project, of which $3,200,000 has been returned to the Company. The Company provided allowance of $103,424 for the balance of the receivable as of September 30, 2023 and June 30, 2023. (5) The amount represents business advance to Mr. Lei Cao, the former Chairman of the Board. During the three months ended September 30, 2023. Mr. Lei Cao paid back in $10,000, the receivables balance due from Lei Cao decreased accordingly. The impairment of $10,000 recognized in the prior year was reversed in this reporting period. Accounts payable- related parties As of June 30, 2023, the Company had accounts payable to Rich Trading Co. Ltd of $63,434. And there was no change as of September 30, 2023. Due to Related Party As of September 30, 2023 and June 30, 2023, the Company had accounts payable to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, of $104,647 and $104,962. These payments were made on behalf of the Company for the daily business operational activities. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 20. SUBSEQUENT EVENTS On October 6, 2023, the Company elected Ms. Yangyang Xu as a Class III independent director to serve until the annual meeting of stockholders for the fiscal year 2024, to fill the vacancy resulting from the resignation of Ms. Ling Jiang. The Board appointed Ms. Xu to serve as Chairwoman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee. Ms. Xu’s annual compensation will be $50,000 for her services as a director and committee member. On October 19, 2023, New Energy Tech Limited (“New Energy”), a wholly-owned subsidiary of the Company, entered into a project service agreement (the “Service Agreement”) with Faith Group Company. (“Faith”), pursuant to which Faith shall provide Solar EPC project consulting services and Solar panel and associated equipment marketing services to New Energy. Faith guaranteed to source a minimum of 100 MW EPC projects within the first 12 months with a minimum of 20 MW of EPC projects sourced within the first 45 days and also source a minimum of $50 million of solar-related trading business within the 12-month period and with a minimum of $8 million sales contracts in first 45 days. On October 25, 2023, the Company’s wholly owned subsidiary, Sino-Global Shipping HK Ltd, made a prepayment of $2.5 million on behalf of New Energy to Faith as the deposit. On October 24, 2023, the Company dissolved and disregistered its subsidiary, Ningbo Saimeinuo Web Technology Ltd. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Prior to December 31, 2021, Sino-Global Shipping Agency Ltd. (“Sino-China”) was considered a Variable Interest Entity (“VIE”), with the Company as the primary beneficiary. On December 31, 2021, the Company entered into a series of agreements to terminate its VIE structure and deconsolidated its formerly controlled entity Sino-China. The Company, through Trans Pacific Beijing, entered into certain agreements with Sino-China, pursuant to which the Company received 90% of Sino-China’s net income. As a VIE, Sino-China’s revenues were included in the Company’s total revenues, and any income/loss from operations was consolidated with that of the Company. Because of contractual arrangements between the Company and Sino-China, the Company had a pecuniary interest in Sino-China that required consolidation of the financial statements of the Company and Sino-China. The Company has consolidated Sino-China’s operating results in accordance with Accounting Standards Codification (“ASC”) 810-10, “Consolidation”. The agency relationship between the Company and Sino-China and its branches was governed by a series of contractual arrangements pursuant to which the Company had substantial control over Sino-China. |
Fair Value of Financial Instruments | (b) Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 — Unobservable inputs that reflect management’s assumptions based on the best available information. The carrying value of accounts receivable, other receivables, other current assets, and current liabilities approximate their fair values because of the short-term nature of these instruments. |
Use of Estimates and Assumptions | (c) Use of Estimates and Assumptions The preparation of the Company’s unaudited condensed 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 unaudited condense consolidated financial statements include revenue recognition, fair value of stock-based compensation, cost of revenues, allowance for credit losses, impairment loss, deferred income taxes, income tax expense and the useful lives of property and equipment. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. |
Translation of Foreign Currency | (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 Shanghai report their financial positions and results of operations in Renminbi (“RMB”), its subsidiary Sino-Global Shipping (HK), Ltd. reports its financial positions and results of operations in Hong Kong dollars (“HKD”). The accompanying consolidated unaudited condensed financial statements are presented in USD. Foreign currency transactions are translated into USD using the fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at current exchange rates quoted by the People’s Bank of China at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in effect during the year. The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company, and also included in non-controlling interests. The exchange rates as of September 30, 2023 and June 30, 2023 and for the three months ended September 30, 2023 and 2022 are as follows: September 30, June 30, Three months ended Foreign currency Balance Balance 2023 2022 RMB:1USD 7.2755 7.2537 7.2350 6.8425 HKD:1USD 7.8312 7.8366 7.8251 7.8483 |
Cash | (e) Cash Cash consists of cash on hand and cash in banks which are unrestricted as to withdrawal or use. The Company maintains cash with various financial institutions mainly in the PRC, Australia, Hong Kong and the U.S. As of September 30, 2023 and June 30, 2023, cash balances of $250,316 and $183,510, respectively, were maintained at financial institutions in the PRC. $153,787 74,533 $205,888 |
Cryptocurrencies | (f) Cryptocurrencies Cryptocurrencies, mainly bitcoin, are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. Cryptocurrencies are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. |
Receivables and Allowance for Credit Losses | (g) Receivables and Allowance for Credit Losses Accounts receivable are presented at net realizable value. The Company maintains allowances for doubtful accounts and for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual receivable balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balances, customers’ historical payment history, their current credit-worthiness and current economic trends. Receivables are generally considered past due after 180 days. The Company reserves 25%-50% of the customers balance aged between 181 days to 1 year, 50%-100% of the customers balance over 1 year and 100% of the customers balance over 2 years. Accounts receivable are written off against the allowances only after exhaustive collection efforts. As the Company has focused its development on the shipping management segment, its customer base consists of more smaller privately owned companies that we believe will pay more timely than state owned companies. Other receivables represent mainly customer advances, prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, project advances as well as office lease deposits. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Other receivables are written off against the allowances only after exhaustive collection efforts. |
Property and Equipment, net | (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 three months ended September 30, 2023 and 2022, no impairments were recorded. |
Investments in unconsolidated entity | (i) Investments in unconsolidated entity Entities in which the Company has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has voting shares representing 20% to 50%, and other factors, such as representation on the board of directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under this method of accounting, the Company records its proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. Dividends received from the equity method investments are recorded as reductions in the cost of such investments. The Company generally considers an ownership interest of 20% or higher to represent significant influence. The Company accounts for the investments in entities over which it has neither control nor significant influence, and no readily determinable fair value is available, using the investment cost minus any impairment, if necessary. Investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investment is less than its carrying value. An impairment loss is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investment; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. On January 10, 2020, the Company entered into a cooperation agreement with Mr. Shanming Liang, a shareholder of the Company, to set up a joint venture in New York named LSM Trading Ltd., (“LSM”) in which the Company holds a 40% equity interest. Mr. Shanming Liang subsequently transferred his shares to Guanxi Golden Bridge Industry Group Co. Ltd. in October 2021. As of June 30, 2023, the Company invested $210,000 and recorded $81,640 investment loss in LSM. The joint venture has not started its operations due to COVID-19.As we could not obtain the financial information of the investee, we determined to provide a full impairment of our equity investment. The Company recorded a $128,360 impairment loss for the year ended June 30, 2023. |
Convertible notes | (j) Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. |
Revenue Recognition | (k) Revenue Recognition The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company uses a five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. For the Company’s freight logistic, the Company provides transportation services which include mainly shipping services. The Company derives transportation revenue from sales contracts with its customers with revenues being recognized upon performance of services. Sales price to the customer are fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. The Company’s revenues are recognized at a point in time after all performance obligations were satisfied For the Company’s warehouse services, which are included in the freight logistic services, the Company’s contracts provide for an integrated service that includes two or more services, including but not limited to warehousing, collection, first-mile delivery, drop shipping, customs clearance packaging, etc. Accordingly, the Company generally identifies one performance obligation in its contracts, which is a series of distinct services that remain substantially the same over time and possess the same pattern of transfer. Revenue is recognized over the period in which services are provided under the terms of the Company’s contractual relationships with its clients. The transaction price is based on the amount specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration in a contract represents facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration is comprised of cost reimbursement determined based on the costs incurred. 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. On January 10, 2022, the Company’s joint venture, Thor Miner, entered into a Purchase and Sale Agreement with SOS Information Technology New York Inc. (the “Buyer”). Pursuant to the Purchase and Sale Agreement, Thor Miner agreed to sell and the Buyer agreed to purchase certain cryptocurrency mining equipment. The Company’s performance obligation was to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products or services are transferred to customers. To distinguish a promise to provide products from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in ASC 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 was recognized on a gross basis when the Company controls the products as it has the obligation to (i) fulfill the products delivery and custom clearance (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements. If the Company is not responsible for provision of product and does not bear inventory risk, the Company recorded revenue on a net basis. For the three months ended September 30, 2022 and 2023, the Company recognized the net sale of cryptocurrency mining equipment in $497,045 and nil nil 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 balances amounted to $66,354 and $66,531 as of September 30, 2023 and June 30, 2023, respectively. The Company’s disaggregated revenue streams are described as follows: For the Three Months Ended September 30, September 30, Sale of crypto mining machines $ - $ 497,045 Freight logistics services 895,926 724,159 Total $ 895,926 $ 1,221,204 Disaggregated information of revenues by geographic locations are as follows: For the Three Months Ended September 30, September 30, 2023 2022 PRC $ 700,656 $ 248,210 U.S. 195,270 972,994 Total revenues $ 895,926 $ 1,221,204 |
Leases | (l) Leases The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended June 30, 2020, and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption, the Company recognized right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 7% based on the duration of lease terms. Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. |
Taxation | (m) 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 unaudited condensed 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 September 30, 2023 and June 30, 2023. Income tax returns for the years prior to 2018 are no longer subject to examination by U.S. tax authorities. PRC Enterprise Income Tax PRC enterprise income tax is calculated based on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25%. Sino-China and Trans Pacific Beijing were incorporated in the PRC and are subject to the Enterprise Income Tax Laws of the PRC. PRC Value Added Taxes and Surcharges The Company is subject to value added tax (“VAT”). Revenue from services provided by the Company’s PRC subsidiaries 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. |
Earnings (loss) per Share | (n) Earnings (loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to holders of common stock of the Company by the weighted average number of shares of common stock of the Company outstanding during the applicable period. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock of the Company were exercised or converted into common stock of the Company. Common stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. For the three months ended September 30, 2023 and 2022, there was no dilutive effect of potential shares of common stock of the Company because the Company generated a net loss. |
Comprehensive Income (Loss) | (o) Comprehensive Income (Loss) The Company reports comprehensive income (loss) in accordance with the authoritative guidance issued by Financial Accounting Standards Board (the “FASB”) which establishes standards for reporting comprehensive income (loss) and its component in financial statements. Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’ equity but are excluded from 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. |
Stock-based Compensation | (p) Stock-based Compensation The Company accounts for stock-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company records stock-based compensation expense at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. Valuations of stock-based compensation are based upon highly subjective assumptions about the future, including stock price volatility and exercise patterns. The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee terminations. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. |
Risks and Uncertainties | (q) Risks and Uncertainties The Company’s business, financial position and results of operations may be influenced by the political, economic, health and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, health and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. |
Recent Accounting Pronouncements | (r) Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its condensed consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change. On June 30, 2022, FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities On March 28, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-01, Leases (Topic 842): Common Control Arrangements |
Organization and Nature of Bu_2
Organization and Nature of Business (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Organization and Nature of Business [Abstract] | |
Schedule of Subsidiaries | As of September 30, 2023, the Company’s subsidiaries included the following: Name Background Ownership Sino-Global Shipping New York Inc. (“SGS NY”) ● A New York corporation 100% owned by the Company ● Incorporated on May 03, 2013 ● Primarily engaged in freight logistics services Sino-Global Shipping HK Ltd. (“SGS HK”) ● A Hong Kong corporation 100% owned by the Company ● Incorporated on September 22, 2008 ● No material operations Name Background Ownership Thor Miner Inc. (“Thor Miner”) ● A Delaware corporation 51% owned by the Company ● Incorporated on October 13, 2021 ● Primarily engaged in sales of crypto mining machines Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) ● A PRC limited liability company 100% owned by the Company ● Incorporated on November 13, 2007. ● Primarily engaged in freight logistics services 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 Ningbo Saimeinuo Web Technology Ltd. (“SGS Ningbo”) ● A PRC limited liability company 100% owned by SGS NY ● Incorporated on September 11,2017 ● Primarily engaged in freight logistics services Blumargo IT Solution Ltd. (“Blumargo”) ● A New York corporation 100% owned by SGS NY ● Incorporated on December 14, 2020 ● No material operations Gorgeous Trading Ltd (“Gorgeous Trading”) ● A Texas corporation 100% owned by SGS NY ● Incorporated on July 01, 2021 ● Primarily engaged in warehouse related services Brilliant Warehouse Service Inc. (“Brilliant Warehouse”) ● A Texas corporation 51% owned by SGS NY ● Incorporated on April 19,2021 ● Primarily engaged in warehouse house related services Phi Electric Motor In. (“Phi”) ● A New York corporation 51% owned by SGS NY ● Incorporated on August 30, 2021 ● No operations SG Shipping & Risk Solution Inc, (“SGSR”) ● A New York corporation 100% owned By the Company ● Incorporated on September 29, 2021 ● No material operations SG Link LLC (“SG Link”) ● A New York corporation 100% owned by SG Shipping & Risk Solution Inc on January 25, 2022 ● Incorporated on December 23, 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Translation Foreign Currency Exchange Rates | The exchange rates as of September 30, 2023 and June 30, 2023 and for the three months ended September 30, 2023 and 2022 are as follows: September 30, June 30, Three months ended Foreign currency Balance Balance 2023 2022 RMB:1USD 7.2755 7.2537 7.2350 6.8425 HKD:1USD 7.8312 7.8366 7.8251 7.8483 |
Schedule of Estimated Useful Lives | 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 |
Schedule of Disaggregated Revenue Streams | The Company’s disaggregated revenue streams are described as follows: For the Three Months Ended September 30, September 30, Sale of crypto mining machines $ - $ 497,045 Freight logistics services 895,926 724,159 Total $ 895,926 $ 1,221,204 |
Schedule of Revenues by Geographic locations | Disaggregated information of revenues by geographic locations are as follows: For the Three Months Ended September 30, September 30, 2023 2022 PRC $ 700,656 $ 248,210 U.S. 195,270 972,994 Total revenues $ 895,926 $ 1,221,204 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Cryptocurrencies [Abstract] | |
Schedule of Additional Information about Crypto currencies | The following table presents additional information about cryptocurrencies: September 30, June 30, 2023 2023 Beginning balance $ 72,179 $ 90,458 Receipt of cryptocurrencies from mining services - - Impairment loss (72,179 ) (18,279 ) Ending balance $ - $ 72,179 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Net Accounts Receivable | The Company’s net accounts receivable are as follows: September 30, June 30, 2023 2023 Trade accounts receivable $ 3,498,518 $ 3,487,293 Less: allowances for credit losses (3,284,352 ) (3,288,740 ) Accounts receivable, net $ 214,166 $ 198,553 |
Schedule of Allowance for Credit Losses | Movement of allowance for credit losses are as follows: September 30, June 30, 2023 2023 Beginning balance $ 3,288,740 $ 3,413,110 Provision for credit losses, net of recovery - - Write-off/recovery - - Exchange rate effect (4,388 ) (124,370 ) Ending balance $ 3,284,352 $ 3,288,740 |
Other Receivables, Net (Tables)
Other Receivables, Net (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Other Receivables, Net [Abstract] | |
Schedule of Other Receivables | The Company’s other receivables are as follows: September 30, June 30, 2023 2023 Advances to customers* $ 7,049,697 $ 7,060,456 Employee business advances 17,209 10,570 Total 7,066,906 7,071,026 Less: allowances for credit losses (6,983,268 ) (6,994,212 ) Other receivables, net $ 83,638 $ 76,814 * On March 23, 2023, SG Shipping & Risk Solution Inc. an indirect wholly owned subsidiary of SGLY entered into an operating income right transfer contract with Goalowen Inc. pursuant to which Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $3 million. Such contract was signed by the Company’s former COO Jing Shan without the Board’s authorization. On May 5, 2023, Ms. Shan made a wire transfer of $3 million to Goalowen without the Board’s authorization,. It was recorded as an Advance to customers. As of June 30, 2023, the Company evaluated the collection possibility, and decided to provide a 100% allowance provision in the amount of $3 million. |
Schedule of Movement of Allowance for Doubtful Accounts | Movement of allowance for doubtful accounts are as follows: September 30, June 30, 2023 2023 Beginning balance $ 6,994,212 $ 3,942,258 Increase - 3,000,000 Recovery of doubtful accounts - - Less: write-off - - Exchange rate effect (10,944 ) 51,954 Ending balance $ 6,983,268 $ 6,994,212 |
Advances to Suppliers (Tables)
Advances to Suppliers (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Advances to Suppliers [Abstract] | |
Schedule of Advances to Suppliers – Third Parties | The Company’s advances to suppliers – third parties are as follows: September 30, June 30, 2023 2023 Freight fees (1) $ 359,416 $ 428,032 Less: allowances for credit losses (300,000 ) (300,000 ) Advances to suppliers-third parties, net $ 59,416 $ 128,032 (1) The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments from January 1, 2023 to September 30, 2023. The Company provided an allowance of $300,000 for the year ended June 30, 2022, and there was no change in the fiscal year 2023 and for the three months ended September 30, 2023. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Assets | The Company’s prepaid expenses and other assets are as follows: September 30, June 30, 2023 2023 Prepaid income taxes $ 11,929 $ 11,929 Other (including prepaid professional fees, rent) 238,788 240,118 Total $ 250,717 $ 252,047 |
Other Long-Term Assets _ Depo_2
Other Long-Term Assets – Deposits, Net (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Other Long-Term Assets – Deposits, Net [Abstract] | |
Schedule of Other Long-Term Assets – Deposits | The Company’s other long-term assets – deposits are as follows: September 30, June 30, 2023 2023 Rental and utilities deposits $ 246,290 $ 244,923 Less: allowances for deposits (58,133 ) (8,157 ) Other long-term assets- deposits, net $ 188,157 $ 236,766 |
Schedule of Movements of Allowance for Deposits | Movements of allowance for deposits are as follows: September 30, June 30, 2023 2023 Beginning balance $ 8,157 $ 8,832 Allowance for deposits 50,000 - Less: Write-off - - Exchange rate effect (24 ) (675 ) Ending balance $ 58,133 $ 8,157 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Net Property and Equipment | The Company’s net property and equipment as follows: September 30, June 30, 2023 2023 Motor vehicles $ 542,904 $ 542,904 Computer equipment 87,545 113,097 Office equipment 67,610 67,699 Furniture and fixtures 533,547 533,634 System software 102,728 103,038 Leasehold improvements 763,991 766,294 Mining equipment 922,438 922,438 Total 3,020,763 3,049,104 Less: Impairment reserve (1,223,981 ) (1,233,521 ) Less: Accumulated depreciation and amortization (1,408,584 ) (1,389,240 ) Property and equipment, net $ 388,198 $ 426,343 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | September 30, June 30, 2023 2023 Salary and reimbursement payable $ 106,145 $ 117,648 Professional fees and other expense payable 97,563 97,563 Interest payable 4,872 386,378 Others 8,151 35,105 Total $ 216,731 $ 636,694 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Obligations | The five-year maturity of the Company’s lease obligations is presented below: Twelve Months Ending September 30, Operating 2024 $ 299,718 2025 112,015 2026 95,668 Total lease payments 507,401 Less: Interest 59,650 Present value of lease liabilities $ 447,751 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Status of Warrants Outstanding and Exercisable | Following is a summary of the status of warrants outstanding and exercisable as of September 30, 2023 Warrants Weighted Warrants outstanding, as of June 30, 2023 12,191,824 $ 4.37 Issued - - Exercised - - Expired (103,334 ) 8.75 Warrants outstanding, as of September 30, 2023 12,088,490 $ 4.33 Warrants exercisable, as of September 30, 2023 12,088,490 $ 4.33 |
Schedule of Warrants Outstanding | Warrants Outstanding Warrants Weighted Average 2018 Series A, 400,000 103,334 $ 8.75 0 years 2020 warrants, 2,922,000 181,000 $ 1.83 1.92 years 2021 warrants, 11,088,280 11,907,490 $ 4.94 2.81 years |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Non-Controlling Interest [Abstract] | |
Schedule of Non-Controlling Interest | The Company’s non-controlling interest consists of the following: September 30, June 30, 2023 2023 Trans Pacific Shanghai $ (1,505,298 ) $ (1,522,971 ) Thor Miner (917,761 ) (814,005 ) Brilliant Warehouse 104,244 117,035 Total $ (2,318,815 ) $ (2,219,941 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Expenses | The Company’s income tax expenses for three months ended September 30, 2023 and 2022 are as follows: For the three months Ended 2023 2022 Current U.S. $ - $ (103,426 ) PRC - - Total income tax expenses - (103,426 ) |
Schedule of Deferred Tax Assets | The Company’s deferred tax assets are comprised of the following: September 30, June 30, Allowance for doubtful accounts U.S. $ 1,251,000 $ 1,241,000 PRC 1,650,000 1,655,000 Net operating loss U.S. 9,223,000 8,775,000 PRC 1,451,000 1,425,000 Total deferred tax assets 13,575,000 13,096,000 Valuation allowance (13,575,000 ) (13,096,000 ) Deferred tax assets, net - long-term $ - $ - |
Schedule of Taxes Payable | The Company’s taxes payable consists of the following: September 30, June 30, 2023 2023 VAT tax payable $ 1,011,758 $ 1,016,529 Corporate income tax payable 2,255,047 2,261,131 Others 56,399 57,298 Total $ 3,323,204 $ 3,334,958 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information by Segment | The following tables present summary information by segment for the three months ended September 30, 2023 and 2022, respectively: For the Three Months Ended Freight Crypto-mining Total Net revenues $ 895,926 $ - $ 895,926 Cost of revenues $ 1,002,949 $ - $ 1,002,949 Gross profit $ (107,023 ) $ - $ (107,023 ) Depreciation and amortization $ 37,770 $ 357 $ 38,127 Total capital expenditures $ - $ - $ - Gross margin% (11.9 )% 100.0 % (11.9 )% For the Three Months Ended Freight Crypto-mining Total Net revenues $ 724,159 $ 497,045 $ 1,221,204 Cost of revenues $ 745,627 $ - $ 745,627 Gross profit $ (21,468 ) $ 497,045 $ 475,577 Depreciation and amortization $ 78,945 $ - $ 78,945 Total capital expenditures $ 150,966 $ - $ 150,966 Gross margin% (3.0 )% 100.0 % 38.9 % |
Schedule of Total Assets | Total assets as of: September 30, June 30, 2023 2023 Freight Logistic Services $ 11,548,365 $ 19,075,202 Sale of crypto mining machines 1,783 162,605 Total Assets $ 11,550,148 $ 19,237,807 |
Schedule of Disaggregated Information of Revenues by Geographic Locations | Disaggregated information of revenues by geographic locations are as follows: For the Three Months Ended September 30, September 30, 2023 2022 PRC $ 700,656 $ 248,210 U.S. 195,270 972,994 Total revenues $ 895,926 $ 1,221,204 |
Related Party Balance and Tra_2
Related Party Balance and Transactions (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Outstanding Amounts due from Related Parties | As of September 30, 2023 and June 30, 2023, the outstanding amounts due from related parties consist of the following: September 30, June 30, 2023 2023 Zhejiang Jinbang Fuel Energy Co., Ltd (1) $ 408,634 $ 458,607 Shanghai Baoyin Industrial Co., Ltd (2) 1,064,805 1,068,014 LSM Trading Ltd (3) 570,000 570,000 Rich Trading Co. Ltd (4) 103,424 103,424 Lei Cao (5) 11,752 13,166 Less: allowance for doubtful accounts (2,132,500 ) (2,138,276 ) Total $ 26,115 $ 74,935 (1) As of September 30, 2023 and June 30, 2023, the Company advanced $408,634 and $458,607 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing and due on demand. The Company provided allowance of $382,519 and $383,672 for the balance of the receivable as of September 30, 2023 and June 30, 2023, and the allowance changes as a result of changes in exchange rates. (2) As of September 30, 2023 and June 30, 2023, the Company advanced approximately $1.1 million and $1.3 million to Shanghai Baoyin Industrial Co., Ltd. which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable. (3) As of September 30, 2023 and June 30, 2023, the Company advanced $570,000 to LSM Trading Ltd, which is 40% owned by the Company. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable. (4) On November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading Co. Ltd USA (“Rich Trading”) for the trading of computer equipment. Rich Trading’s bank account was controlled by now-terminated members of the Company’s management and was, at the time, an undisclosed related party. According to the agreement, the Company was to invest $4.5 million in the trading business operated by Rich Trading and the Company would be entitled to 90% of profits generated by the trading business. The Company advanced $3,303,424 for this project, of which $3,200,000 has been returned to the Company. The Company provided allowance of $103,424 for the balance of the receivable as of September 30, 2023 and June 30, 2023. (5) The amount represents business advance to Mr. Lei Cao, the former Chairman of the Board. During the three months ended September 30, 2023. Mr. Lei Cao paid back in $10,000, the receivables balance due from Lei Cao decreased accordingly. The impairment of $10,000 recognized in the prior year was reversed in this reporting period. |
Organization and Nature of Bu_3
Organization and Nature of Business (Details) - Schedule of Subsidiaries | 3 Months Ended |
Sep. 30, 2023 | |
Sino-Global Shipping New York Inc. (“SGS NY”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A New York corporation |
Ownership | 100% owned by the Company |
Sino-Global Shipping New York Inc. (“SGS NY”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on May 03, 2013 |
Sino-Global Shipping New York Inc. (“SGS NY”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in freight logistics services |
Sino-Global Shipping HK Ltd. (“SGS HK”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A Hong Kong corporation |
Ownership | 100% owned by the Company |
Sino-Global Shipping HK Ltd. (“SGS HK”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on September 22, 2008 |
Sino-Global Shipping HK Ltd. (“SGS HK”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | No material operations |
Thor Miner Inc. (“Thor Miner”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A Delaware corporation |
Ownership | 51% owned by the Company |
Thor Miner Inc. (“Thor Miner”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on October 13, 2021 |
Thor Miner Inc. (“Thor Miner”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in sales of crypto mining machines |
Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A PRC limited liability company |
Ownership | 100% owned by the Company |
Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on November 13, 2007. |
Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in freight logistics services |
Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A PRC limited liability company |
Ownership | 90% owned by Trans Pacific Beijing |
Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on May 31, 2009 |
Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in freight logistics services |
Ningbo Saimeinuo Web Technology Ltd. (“SGS Ningbo”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A PRC limited liability company |
Ownership | 100% owned by SGS NY |
Ningbo Saimeinuo Web Technology Ltd. (“SGS Ningbo”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on September 11,2017 |
Ningbo Saimeinuo Web Technology Ltd. (“SGS Ningbo”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in freight logistics services |
Blumargo IT Solution Ltd. (“Blumargo”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A New York corporation |
Ownership | 100% owned by SGS NY |
Blumargo IT Solution Ltd. (“Blumargo”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on December 14, 2020 |
Blumargo IT Solution Ltd. (“Blumargo”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | No material operations |
Gorgeous Trading Ltd (“Gorgeous Trading”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A Texas corporation |
Ownership | 100% owned by SGS NY |
Gorgeous Trading Ltd (“Gorgeous Trading”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on July 01, 2021 |
Gorgeous Trading Ltd (“Gorgeous Trading”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in warehouse related services |
Brilliant Warehouse Service Inc. (“Brilliant Warehouse”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A Texas corporation |
Ownership | 51% owned by SGS NY |
Brilliant Warehouse Service Inc. (“Brilliant Warehouse”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on April 19,2021 |
Brilliant Warehouse Service Inc. (“Brilliant Warehouse”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Primarily engaged in warehouse house related services |
Phi Electric Motor In. (“Phi”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A New York corporation |
Ownership | 51% owned by SGS NY |
] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on August 30, 2021 |
Phi Electric Motor In. (“Phi”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | No operations |
SG Shipping & Risk Solution Inc, (“SGSR”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A New York corporation |
Ownership | 100% owned By the Company |
SG Shipping & Risk Solution Inc, (“SGSR”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on September 29, 2021 |
SG Shipping & Risk Solution Inc, (“SGSR”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | No material operations |
SG Link LLC (“SG Link”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A New York corporation |
Ownership | 100% owned by SG Shipping & Risk Solution Inc on January 25, 2022 |
SG Link LLC (“SG Link”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on December 23, 2021 |
SG Link LLC (“SG Link”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | No material operations |
New Energy Tech Limited (“New Energy”) [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | A New York corporation |
Ownership | 100% owned by the Company |
New Energy Tech Limited (“New Energy”) One [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | Incorporated on September 19, 2023 |
New Energy Tech Limited (“New Energy”) Two [Member] | |
Schedule of subsidiaries [Abstract] | |
Background | No material operations |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 HKD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CNY (¥) | Jun. 30, 2022 USD ($) | Jan. 10, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Net income, percentage | 90% | ||||||
Cash balances | $ 919,990 | ||||||
Balances not covered by insurance | |||||||
Insured each depositor at one bank | 70,000 | ¥ 500,000 | |||||
Federal deposit insurance corporation expenses | 250,000 | ||||||
Bank deposit | $ 500,000 | $ 64,000 | |||||
Deposits covered by insurance | $ 392,740 | 647,004 | |||||
Description of receivables and allowance | Receivables are generally considered past due after 180 days. The Company reserves 25%-50% of the customers balance aged between 181 days to 1 year, 50%-100% of the customers balance over 1 year and 100% of the customers balance over 2 years. Accounts receivable are written off against the allowances only after exhaustive collection efforts. | ||||||
Ownership interest | 20% | 20% | |||||
Equity interest | 40% | ||||||
Investment amount | 210,000 | ||||||
Investment loss | 81,640 | ||||||
Investment loss | $ 497,045 | ||||||
Gross revenue | $ 4,672,223 | ||||||
Contract Balance Amount | $ 66,354 | 66,531 | |||||
Incremental borrowing rate | 7% | ||||||
Percentage of income tax | 25% | ||||||
Percentage of construction taxes | 7% | ||||||
Percentage of education surcharges | 3% | ||||||
China [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash balances | $ 250,316 | 183,510 | |||||
Balances not covered by insurance | |||||||
HONG KONG | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash balances | 9,595,097 | 16,285,067 | |||||
Financial institutions | $ 9,504,774 | $ 16,216,393 | |||||
Minimum [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Voting percentage | 20% | 20% | |||||
Value added tax percentage | 9% | ||||||
Maximum [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Voting percentage | 50% | 50% | |||||
Value added tax percentage | 13% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Translation Foreign Currency Exchange Rates | 3 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | |
Balance sheet [Member] | RMB:1USD [Member] | ||||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||||
Foreign currency, exchange rates, Balance sheet | 7.2537 | 7.2755 | ||
Balance sheet [Member] | HKD:1USD [Member] | ||||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||||
Foreign currency, exchange rates, Balance sheet | 7.8366 | 7.8312 | ||
Profits/Loss [Member] | RMB:1USD [Member] | ||||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||||
Foreign currency, exchange rates, Profits/Loss | 7.235 | 6.8425 | ||
Profits/Loss [Member] | HKD:1USD [Member] | ||||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||||
Foreign currency, exchange rates, Profits/Loss | 7.8251 | 7.8483 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives | 3 Months Ended |
Sep. 30, 2023 | |
Buildings [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 20 years |
Motor vehicles [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 3 years |
Motor vehicles [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 10 years |
Computer and office equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 1 year |
Computer and office equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 5 years |
System software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 5 years |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, term | Shorter of lease term or useful lives |
Mining equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment, net | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenue Streams - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Disaggregated Revenue Streams [Abstract] | ||
Sale of crypto mining machines | $ 497,045 | |
Freight logistics services | 895,926 | 724,159 |
Total | $ 895,926 | $ 1,221,204 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Revenues by Geographic locations - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of Revenues by Geographic locations [Line Items] | ||
Total revenues | $ 895,926 | $ 1,221,204 |
PRC [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Revenues by Geographic locations [Line Items] | ||
Total revenues | 700,656 | 248,210 |
U.S. [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Revenues by Geographic locations [Line Items] | ||
Total revenues | $ 195,270 | $ 972,994 |
Cryptocurrencies (Details)
Cryptocurrencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Cryptocurrencies [Abstract] | ||
Impairment loss | $ 18,279 |
Cryptocurrencies (Details) - Sc
Cryptocurrencies (Details) - Schedule of Additional Information about Crypto currencies - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Schedule of Additional Information about Crypto currencies [Abstract] | ||
Beginning balance | $ 72,179 | $ 90,458 |
Receipt of cryptocurrencies from mining services | ||
Impairment loss | (72,179) | (18,279) |
Ending balance | $ 72,179 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - Schedule of Net Accounts Receivable - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of Net Accounts Receivable [Abstract] | ||
Trade accounts receivable | $ 3,498,518 | $ 3,487,293 |
Less: allowances for credit losses | (3,284,352) | (3,288,740) |
Accounts receivable, net | $ 214,166 | $ 198,553 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of Allowance for Credit Losses - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Schedule of Allowance for Doubtful Accounts [Abstract] | ||
Beginning balance | $ 3,288,740 | $ 3,413,110 |
Provision for credit losses, net of recovery | ||
Write-off/recovery | ||
Exchange rate effect | (4,388) | (124,370) |
Ending balance | $ 3,284,352 | $ 3,288,740 |
Other Receivables, Net (Details
Other Receivables, Net (Details) - USD ($) $ in Millions | 1 Months Ended | ||
May 05, 2023 | Mar. 23, 2023 | Jun. 30, 2023 | |
Other Receivables, Net [Abstract] | |||
Shipping price | $ 3 | ||
Wire transfer | $ 3 | ||
Collection possibility to provide allowance provision | 100% | ||
Allowance provision | $ 3 |
Other Receivables, Net (Detai_2
Other Receivables, Net (Details) - Schedule of Other Receivables - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | |
Schedule of Other Receivables [Abstract] | |||
Advances to customers | [1] | $ 7,049,697 | $ 7,060,456 |
Employee business advances | 17,209 | 10,570 | |
Total | 7,066,906 | 7,071,026 | |
Less: allowances for credit losses | (6,983,268) | (6,994,212) | |
Other receivables, net | $ 83,638 | $ 76,814 | |
[1] On March 23, 2023, SG Shipping & Risk Solution Inc. an indirect wholly owned subsidiary of SGLY entered into an operating income right transfer contract with Goalowen Inc. pursuant to which Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $3 million. Such contract was signed by the Company’s former COO Jing Shan without the Board’s authorization. On May 5, 2023, Ms. Shan made a wire transfer of $3 million to Goalowen without the Board’s authorization,. It was recorded as an Advance to customers. As of June 30, 2023, the Company evaluated the collection possibility, and decided to provide a 100% allowance provision in the amount of $3 million. |
Other Receivables, Net (Detai_3
Other Receivables, Net (Details) - Schedule of Movement of Allowance for Doubtful Accounts - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Schedule of Movement of Allowance For Doubtful Accounts [Abstract] | |||
Beginning balance | $ 6,994,212 | $ 3,942,258 | $ 3,942,258 |
Increase | 3,000,000 | ||
Recovery of doubtful accounts | |||
Less: write-off | |||
Exchange rate effect | (10,944) | 51,954 | |
Ending balance | $ 6,983,268 | $ 6,994,212 | $ 6,994,212 |
Advances to Suppliers (Details)
Advances to Suppliers (Details) | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Advances To Suppliers [Abstract] | |
Provided allowance | $ 300,000 |
Advances to Suppliers (Detail_2
Advances to Suppliers (Details) - Schedule of Advances to Suppliers – Third Parties - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | ||
Schedule of Advances to Suppliers Third Parties [Abstract] | |||
Freight fees | [1] | $ 359,416 | $ 428,032 |
Less: allowances for credit losses | (300,000) | (300,000) | |
Advances to suppliers-third parties, net | $ 59,416 | $ 128,032 | |
[1] The advanced freight fee is the Company’s prepayment made for various shipping costs for shipments from January 1, 2023 to September 30, 2023. The Company provided an allowance of $300,000 for the year ended June 30, 2022, and there was no change in the fiscal year 2023 and for the three months ended September 30, 2023. |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Assets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of Prepaid Expenses and Other Assets [Abstract] | ||
Prepaid income taxes | $ 11,929 | $ 11,929 |
Other (including prepaid professional fees, rent) | 238,788 | 240,118 |
Total | $ 250,717 | $ 252,047 |
Other Long-Term Assets _ Depo_3
Other Long-Term Assets – Deposits, Net (Details) - Schedule of Other Long-Term Assets – Deposits - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of Other Long Term Assets Deposits [Abstract] | ||
Rental and utilities deposits | $ 246,290 | $ 244,923 |
Less: allowances for deposits | (58,133) | (8,157) |
Other long-term assets- deposits, net | $ 188,157 | $ 236,766 |
Other Long-Term Assets _ Depo_4
Other Long-Term Assets – Deposits, Net (Details) - Schedule of Movements of Allowance for Deposits - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Schedule of Movements of Allowance [Abstract] | |||
Beginning balance | $ 8,157 | $ 8,832 | $ 8,832 |
Allowance for deposits | 50,000 | ||
Less: Write-off | |||
Exchange rate effect | (24) | (675) | |
Ending balance | $ 58,133 | $ 8,157 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property and Equipment, Net [Abstract] | ||
Depreciation and amortization expenses | $ 38,127 | $ 78,945 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Net Property and Equipment - USD ($) | Sep. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,020,763 | $ 3,049,104 |
Less: Impairment reserve | (1,223,981) | (1,233,521) |
Less: Accumulated depreciation and amortization | (1,408,584) | (1,389,240) |
Property and equipment, net | 388,198 | 426,343 |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 542,904 | 542,904 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 87,545 | 113,097 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 67,610 | 67,699 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 533,547 | 533,634 |
System software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 102,728 | 103,038 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 763,991 | 766,294 |
Mining equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 922,438 | $ 922,438 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Salary and reimbursement payable | $ 106,145 | $ 117,648 |
Professional fees and other expense payable | 97,563 | 97,563 |
Interest payable | 4,872 | 386,378 |
Others | 8,151 | 35,105 |
Total | $ 216,731 | $ 636,694 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Aug. 08, 2023 | Mar. 08, 2022 | Dec. 17, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 19, 2021 | |
Convertible Notes (Details) [Line Items] | ||||||
Aggregate purchase price | $ 10,000,000 | |||||
Conversion price per share (in Dollars per share) | $ 3.76 | |||||
Interest expense | $ 21,917 | $ 61,643 | ||||
Prepaid total outstanding balance | $ 5,000,000 | |||||
Accrued interest | $ 403,424 | |||||
Convertible Notes [Member] | ||||||
Convertible Notes (Details) [Line Items] | ||||||
Convertible notes bear interest | 5% | |||||
Amended and Restated Convertible Notes [Member] | ||||||
Convertible Notes (Details) [Line Items] | ||||||
Aggregate principal amount | $ 5,000,000 | |||||
Waiver of interest description | There other terms of the notes remained unchanged except for the waiver of interest for the $5,000,000 payment made on March 8, 2022. |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases (Details) [Line Items] | ||
Expiration term | 2 years 3 months 25 days | |
Rent expense | $ 160,489 | $ 146,461 |
Lease Agreements [Member] | ||
Leases (Details) [Line Items] | ||
Right-of-use assets | 285,089 | |
Lease liabilities | 447,751 | |
Lease liabilities current | 260,134 | |
Lease liabilities non-current | $ 187,617 | |
Weighted average discount rate | 10.74% | |
Lease Agreements [Member] | Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Lease term range | 2 years | |
Lease Agreements [Member] | Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Lease term range | 5 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Obligations | Sep. 30, 2023 USD ($) |
Schedule of Lease Obligations [Abstract] | |
2024 | $ 299,718 |
2025 | 112,015 |
2026 | 95,668 |
Total lease payments | 507,401 |
Less: Interest | 59,650 |
Present value of lease liabilities | $ 447,751 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||||||
Feb. 04, 2022 | Jan. 06, 2022 | Dec. 14, 2021 | Aug. 13, 2021 | Feb. 09, 2021 | Feb. 06, 2021 | Dec. 08, 2020 | Nov. 03, 2020 | Feb. 16, 2022 | Nov. 18, 2021 | Feb. 28, 2021 | Jan. 27, 2021 | Sep. 17, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Mar. 16, 2021 | Jul. 07, 2020 | |
Equity (Details) [Line Items] | ||||||||||||||||||
Purchase price per shares (in Dollars per share) | $ 7.8 | $ 6.805 | $ 1 | |||||||||||||||
Aggregate shares of common stock | 1,560,000 | 100,000 | ||||||||||||||||
Aggregate issued shares | 3,228,807 | |||||||||||||||||
Warrants to purchase of common stock | 4,843,210 | |||||||||||||||||
Offering cost (in Dollars) | $ 1,430,000 | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 4 | $ 1.99 | ||||||||||||||||
Warrants expire term | 5 years 6 months | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 5.97 | |||||||||||||||||
Common stock issued | 60,000 | |||||||||||||||||
Consecutive trading days | 20 days | |||||||||||||||||
Purchase price (in Dollars per share) | $ 3.1 | |||||||||||||||||
Aggregate shares of common stock | 3,228,807 | 3,655,000 | 1,998,500 | 1,170,000 | 1,086,956 | |||||||||||||
Common stock exercise price (in Dollars per share) | $ 7.8 | $ 6.805 | $ 3.1 | |||||||||||||||
Aggregate net proceeds (in Dollars) | $ 26,100,000 | $ 12,400,000 | $ 4,836,000 | |||||||||||||||
Term expire | 5 years 6 months | 5 years 6 months | 3 years 6 months | |||||||||||||||
Purchase price for common stock and warrants (in Dollars per share) | $ 3.26 | $ 3.68 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 5 | |||||||||||||||||
Common stock value (in Dollars) | $ 300,000,000 | $ 94,332,048 | $ 94,332,048 | |||||||||||||||
Net proceeds (in Dollars) | $ 10,525,819 | |||||||||||||||||
Consultant shares | 500,000 | |||||||||||||||||
Price of common stock (in Dollars) | 150,000,000 | |||||||||||||||||
Fair value of granted shares (in Dollars) | $ 2,740,000 | $ 2,927,400 | ||||||||||||||||
Grant date fair value (in Dollars) | $ 377,000 | |||||||||||||||||
Grant value per share (in Dollars per share) | $ 5.48 | |||||||||||||||||
Stock compensation expenses (in Dollars) | $ 247,333 | |||||||||||||||||
share expense (in Dollars) | $ 247,333 | |||||||||||||||||
2021 Stock Incentive Plan [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 500,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Preferred stock conversion | 860,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Purchase of warrants | 720,000 | |||||||||||||||||
Purchase price per share (in Dollars per share) | $ 1.46 | |||||||||||||||||
Net proceeds (in Dollars) | $ 1,050,000 | |||||||||||||||||
Warrants price per share (in Dollars per share) | $ 1.825 | |||||||||||||||||
Description of warrant rights | The warrants will expire on March 16, 2026. The warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The warrants contain a mandatory exercise right for the Company to force exercise of the warrants if the Company’s common stock trades at or above $4.38 for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 60,000 shares of common stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. | |||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Warrants price per share (in Dollars per share) | $ 1.66 | |||||||||||||||||
Aggregate issued shares | 860,000 | |||||||||||||||||
Warrants to purchase of common stock | 1,032,000 | |||||||||||||||||
Preferred stock conversion | 860,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 1,020,000 | |||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Aggregate shares of common stock | 720,000 | |||||||||||||||||
Warrant Purchase Agreement [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Aggregate shares of common stock | 3,870,800 | |||||||||||||||||
Purchase price per share (in Dollars per share) | $ 2 | |||||||||||||||||
Additional repurchase of warrants | 103,200 | |||||||||||||||||
Repurchase of warrants | 3,974,000 | |||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Aggregate shares of common stock | 100,000 | |||||||||||||||||
Grant value per share (in Dollars per share) | $ 7.42 | |||||||||||||||||
Monthly fee (in Dollars) | $ 10,000 | |||||||||||||||||
Grant fair value (in Dollars) | $ 742,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Aggregate shares of common stock | 1,998,500 | |||||||||||||||||
Purchase of warrants | 4,843,210 | |||||||||||||||||
Aggregate shares of common stock | 3,655,000 | 5,434,780 | ||||||||||||||||
Net proceeds of offering (in Dollars) | $ 4,000,000 | |||||||||||||||||
Lei Cao [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 300,000 | 600,000 | ||||||||||||||||
Tuo Pan [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 200,000 | |||||||||||||||||
Zhikang Huang [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 160,000 | |||||||||||||||||
Jing Wang [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 20,000 | |||||||||||||||||
Xiaohuan Huang [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 20,000 | |||||||||||||||||
Tieliang Liu [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 20,000 | |||||||||||||||||
Jing Shan [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 100,000 | |||||||||||||||||
Shi Qiu [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Stock base compensation | 100,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Status of Warrants Outstanding and Exercisable - Warrant [Member] | 3 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Equity (Details) - Schedule of Status of Warrants Outstanding and Exercisable [Line Items] | |
Warrants outstanding, Warrants ending | shares | 12,191,824 |
Warrants outstanding, Weighted Average Exercise Price, ending | $ / shares | $ 4.37 |
Warrants outstanding, Warrants beginning | shares | 12,088,490 |
Warrants outstanding, Weighted Average Exercise Price, beginning | $ / shares | $ 4.33 |
Warrants exercisable, Warrants | shares | 12,088,490 |
Warrants exercisable, Weighted Average Exercise Price | $ / shares | $ 4.33 |
Warrants, Issued | shares | |
Weighted Average Exercise Price, Issued | $ / shares | |
Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Warrants, Expired | shares | (103,334) |
Weighted Average Exercise Price, Expired | $ / shares | $ 8.75 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of Warrants Outstanding | 3 Months Ended |
Sep. 30, 2023 $ / shares shares | |
2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Exercisable | shares | 181,000 |
Weighted Average Exercise Price | $ / shares | $ 1.83 |
Average Remaining Contractual Life | 1 year 11 months 1 day |
2021 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Exercisable | shares | 11,907,490 |
Weighted Average Exercise Price | $ / shares | $ 4.94 |
Average Remaining Contractual Life | 2 years 9 months 21 days |
2018 Series A [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Exercisable | shares | 103,334 |
Weighted Average Exercise Price | $ / shares | $ 8.75 |
Average Remaining Contractual Life | 0 years |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of Warrants Outstanding (Parentheticals) | 3 Months Ended |
Sep. 30, 2023 shares | |
2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | 2,922,000 |
2021 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | 11,088,280 |
2018 Series A [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | 400,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - Schedule of Non-Controlling Interest - USD ($) | Sep. 30, 2023 | Jun. 30, 2022 |
Redeemable Noncontrolling Interest [Line Items] | ||
Total | $ (2,318,815) | $ (2,219,941) |
Trans Pacific Shanghai [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Total | (1,505,298) | (1,522,971) |
Thor Miner [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Total | (917,761) | (814,005) |
Brilliant Warehouse [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Total | $ 104,244 | $ 117,035 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase and sale agreement description | SOSNY and Thor Miner entered into a Purchase and Sale Agreement on January 10, 2022 (the “PSA”) for the purchase of $200,000,000 in crypto mining rigs, which SOSNY claims was breached by the Defendants. |
Interest costs | $ 1,800,000 |
Pay amount | $ 10,525,910.82 |
Plaintiffs share (in Shares) | shares | 3,728,807 |
Jinhe [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Interest costs | $ 575,000 |
Hexin [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Damage amount | 6,000,000 |
St. Hudson [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Damage amount | $ 4,400,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss | $ 2,100,000 | |
Tax benefit derived | 9,200,000 | |
Net operating loss | $ 43,800,000 | 1,800,000 |
Additional NOL | $ 100,000 | |
Allowance of DTA | 100% | |
Net increase in valuation | $ 479,000 | |
U.S. [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss | $ 41,700,000 | |
China [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss | $ 1,700,000 | |
Net operating loss, description | As of September 30, 2023, the Company’s cumulative NOL amounted to approximately $1.8 million which may reduce future taxable income which will expire by 2026. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Expenses - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Current | ||
Total income tax expenses | $ (103,426) | |
U.S. [Member] | ||
Current | ||
Total income tax expenses | (103,426) | |
PRC [Member] | ||
Current | ||
Total income tax expenses |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Net operating loss | ||
Total deferred tax assets | $ 13,575,000 | $ 13,096,000 |
Valuation allowance | (13,575,000) | (13,096,000) |
Deferred tax assets, net - long-term | ||
U.S. [Member] | ||
Allowance for doubtful accounts | ||
Allowance for doubtful accounts | 1,251,000 | 1,241,000 |
Net operating loss | ||
Net operating loss | 9,223,000 | 8,775,000 |
PRC [Member] | ||
Allowance for doubtful accounts | ||
Allowance for doubtful accounts | 1,650,000 | 1,655,000 |
Net operating loss | ||
Net operating loss | $ 1,451,000 | $ 1,425,000 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Taxes Payable - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of taxes payable [Abstract] | ||
VAT tax payable | $ 1,011,758 | $ 1,016,529 |
Corporate income tax payable | 2,255,047 | 2,261,131 |
Others | 56,399 | 57,298 |
Total | $ 3,323,204 | $ 3,334,958 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Benchmark [Member] | Revenues [Member] | Major Customer One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 78.30% | 86.50% |
Revenue Benchmark [Member] | Revenues [Member] | Major Customer One [Member] | Maximum [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 22.10% | |
Revenue Benchmark [Member] | Revenues [Member] | Major Customer Three [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 12.50% | |
Revenue Benchmark [Member] | Revenues [Member] | Major Customer Two [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 45% | |
Revenue Benchmark [Member] | Revenues [Member] | Major Customer Two [Member] | Minimum [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 15.20% | |
Revenue Benchmark [Member] | Suppliers [Member] | Major Supplier One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 84.80% | |
Accounts Receivable [Member] | Revenues [Member] | Major Customer One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 10.80% | |
Accounts Receivable [Member] | Revenues [Member] | Major Supplier Two [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 34.50% | |
Accounts Receivable [Member] | Revenues [Member] | Major Customer Three [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentrations risks, percentage | 21.20% |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Information by Segment - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 895,926 | $ 1,221,204 |
Cost of revenues | 1,002,949 | 745,627 |
Gross profit | (107,023) | 475,577 |
Depreciation and amortization | 38,127 | 78,945 |
Total capital expenditures | $ 150,966 | |
Gross margin% | (11.90%) | 38.90% |
Freight Logistic Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 895,926 | $ 724,159 |
Cost of revenues | 1,002,949 | 745,627 |
Gross profit | (107,023) | (21,468) |
Depreciation and amortization | 37,770 | 78,945 |
Total capital expenditures | $ 150,966 | |
Gross margin% | (11.90%) | (3.00%) |
Crypto-Mining Equipment Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 497,045 | |
Cost of revenues | ||
Gross profit | 497,045 | |
Depreciation and amortization | 357 | |
Total capital expenditures | ||
Gross margin% | 100% | 100% |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of Total Assets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | $ 11,550,148 | $ 19,237,807 |
Freight Logistic Services [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | 11,548,365 | 19,075,202 |
Sales of crypto-mining machines [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | $ 1,783 | $ 162,605 |
Segment Reporting (Details) -_3
Segment Reporting (Details) - Schedule of Disaggregated Information of Revenues by Geographic Locations - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 895,926 | $ 1,221,204 |
PRC [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 700,656 | 248,210 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 195,270 | $ 972,994 |
Related Party Balance and Tra_3
Related Party Balance and Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 16, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | |
Related Party Balance and Transactions (Details) [Line Items] | |||
Company to advance | $ 3,303,424 | ||
Allowance changes of changes in exchange rates | 382,519 | $ 383,672 | |
Company provided allowance | 103,424 | 103,424 | |
Repay amount | 10,000 | ||
Accounts payable related parties | 63,434 | 63,434 | |
Other payable related parties | $ 104,647 | $ 104,962 | |
Mr. Wang Qinggang [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Equity method investment ownership percentage | 30% | ||
Mr. Wang Qinggang [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Equity method investment ownership percentage | 30% | ||
LSM trading Ltd [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Equity method investment ownership percentage | 40% | ||
Rich Trading Co. Ltd [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Equity method investment ownership percentage | 90% | ||
LSM trading Ltd [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Company to advance | $ 570,000 | ||
Zhejiang Jinbang Fuel Energy Co., Ltd [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Company to advance | 408,634 | $ 458,607 | |
Shanghai Baoyin Industrial Co., Ltd [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Company to advance | 1,100,000 | $ 1,300,000 | |
Rich Trading Co. Ltd [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Company to advance | $ 4,500,000 | ||
Costs and Expenses, Related Party | 3,200,000 | ||
Cao Lei [Member] | |||
Related Party Balance and Transactions (Details) [Line Items] | |||
Repay amount | $ 10,000 |
Related Party Balance and Tra_4
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | |
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties [Line Items] | |||
Less: allowance for doubtful accounts | $ (2,132,500) | $ (2,138,276) | |
Total | 26,115 | 74,935 | |
Zhejiang Jinbang Fuel Energy Co., Ltd [Member] | |||
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties [Line Items] | |||
Due from related parties | [1] | 408,634 | 458,607 |
Shanghai Baoyin Industrial Co., Ltd [Member] | |||
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties [Line Items] | |||
Due from related parties | [2] | 1,064,805 | 1,068,014 |
LSM Trading Ltd [Member] | |||
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties [Line Items] | |||
Due from related parties | [3] | 570,000 | 570,000 |
Rich Trading Co. Ltd [Member] | |||
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties [Line Items] | |||
Due from related parties | [4] | 103,424 | 103,424 |
Cao Lei [Member] | |||
Related Party Balance and Transactions (Details) - Schedule of Outstanding Amounts due from Related Parties [Line Items] | |||
Due from related parties | [5] | $ 11,752 | $ 13,166 |
[1] As of September 30, 2023 and June 30, 2023, the Company advanced $408,634 and $458,607 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing and due on demand. The Company provided allowance of $382,519 and $383,672 for the balance of the receivable as of September 30, 2023 and June 30, 2023, and the allowance changes as a result of changes in exchange rates. As of September 30, 2023 and June 30, 2023, the Company advanced approximately $1.1 million and $1.3 million to Shanghai Baoyin Industrial Co., Ltd. which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable. As of September 30, 2023 and June 30, 2023, the Company advanced $570,000 to LSM Trading Ltd, which is 40% owned by the Company. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable. The amount represents business advance to Mr. Lei Cao, the former Chairman of the Board. During the three months ended September 30, 2023. Mr. Lei Cao paid back in $10,000, the receivables balance due from Lei Cao decreased accordingly. The impairment of $10,000 recognized in the prior year was reversed in this reporting period. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Oct. 06, 2023 | Oct. 19, 2023 | |
Ms. Ling Jiang’s [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Annual base salary | $ 50,000 | |
Mr. Xu's [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Annual compensation amount | $ 50,000,000 | |
New Energy Tech Limited (“New Energy”) [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Sales contract expenses | $ 8,000,000 | |
Sino-Global Shipping HK Ltd. (“SGS HK”) [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Prepayment amount | $ 2,500,000 |