Document And Entity Information
Document And Entity Information | 12 Months Ended |
Jun. 30, 2021shares | |
Document Information Line Items | |
Entity Registrant Name | Bit Brother Ltd |
Trading Symbol | BTB |
Document Type | 20-F |
Current Fiscal Year End Date | --06-30 |
Entity Common Stock, Shares Outstanding | 20,384,630 |
Amendment Flag | false |
Entity Central Index Key | 0001543268 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Jun. 30, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-35755 |
Entity Incorporation, State or Country Code | D8 |
Entity Address, Address Line One | Room 910, Building 1, Huitong Building |
Entity Address, Address Line Two | No.168, Hehua Road, Hehuayuan Street |
Entity Address, Address Line Three | Furong District |
Entity Address, City or Town | Changsha City |
Entity Address, Country | CN |
Title of 12(b) Security | Ordinary Shares |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Entity Address, Postal Zip Code | N/A |
Business Contact [Member] | |
Document Information Line Items | |
Entity Address, Address Line One | Room 910, Building 1, Huitong Building |
Entity Address, Address Line Two | No.168, Hehua Road, Hehuayuan Street |
Entity Address, City or Town | Changsha City |
Entity Address, Country | CN |
Contact Personnel Name | Xianlong Wu |
City Area Code | +86 |
Local Phone Number | 0731-85133570 |
Entity Address, Postal Zip Code | N/A |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | |
ASSETS | |||
Cash | $ 21,158,368 | $ 5,311,693 | |
Short-term investments | 2,526,328 | 2,266,069 | |
Trade receivables | 407,523 | 183,566 | |
Inventories | 1,466,996 | 1,403,582 | |
Loan due from a third party | 17,294,698 | 2,222,191 | |
Due from related parties | 1,127 | ||
Other current assets | 278,432 | 108,224 | |
Total current assets | 43,132,345 | 11,496,452 | |
Investments in equity investees | 1,557,013 | 187,755 | |
Goodwill | 9,573,081 | 8,073,011 | |
Property and equipment, net | 2,002,108 | 1,315,326 | |
Deposits for plant, property and equipment | 9,635,239 | 849,245 | |
Intangible assets | 68,655 | 66,442 | |
Right of use assets | 1,165,172 | 553,904 | |
Other noncurrent assets | 20,827 | 92,992 | |
Total Assets | 67,154,440 | 22,635,127 | |
LIABILITIES AND EQUITY | |||
Trade payable | 119,071 | 64,300 | |
Unearned income | 228,863 | 127,279 | |
Other current liabilities | 28,947 | 68,579 | |
Income tax payable | 147,759 | ||
Lease liabilities, current | 263,023 | 315,259 | |
Warrants liabilities | 65,581 | 1,150,416 | |
Total current liabilities | 853,244 | 1,725,833 | |
Lease liabilities, noncurrent | 827,086 | 310,098 | |
Total Liabilities | 1,680,330 | 2,035,931 | |
Shareholders’ Equity | |||
Ordinary shares, $0.0001 par value share, 150,000,000 shares authorized, 20,384,630 and 4,518,865 shares issued and outstanding at June 30, 2021 and 2020, respectively* | [1] | 2,039 | 4,519 |
Preferred shares, par value $0.0001 per share, 5,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | 80,917,821 | 25,568,478 | |
Accumulated deficit | (18,413,627) | (10,280,741) | |
Accumulated other comprehensive income (loss) | (2,781,485) | (352,649) | |
Total Bit Brother Ltd. (fka Urban Tea, Inc.) Shareholders’ Equity | 59,724,748 | 14,939,607 | |
Non-controlling interests | 5,749,362 | 5,659,589 | |
Total Liabilities and Equity | $ 67,154,440 | $ 22,635,127 | |
[1] | Retrospectively restated for effect of reverse stock split. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 20,384,630 | 4,518,865 |
Common stock, shares outstanding | 20,384,630 | 4,518,865 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Statement [Abstract] | ||||
Revenue | $ 5,711,681 | $ 865,705 | $ 401,814 | |
Cost of revenues | (3,751,389) | (508,462) | (236,661) | |
Gross profit | 1,960,292 | 357,243 | 165,153 | |
Operating expenses | ||||
General and administrative expenses | (10,399,101) | (2,813,636) | (2,202,161) | |
Total operating expenses | (10,399,101) | (2,813,636) | (2,202,161) | |
Other income, net | ||||
Interest expenses | 386,066 | 35,737 | 3,977 | |
Change in fair value of warrants | 275,055 | 282,232 | 1,088,443 | |
Equity investment loss | (160,911) | (22,245) | ||
Other income | 41,027 | 38,242 | 11,725 | |
Total other income, net | 541,237 | 333,966 | 1,104,145 | |
Net loss from continuing operations before income taxes | (7,897,572) | (2,122,427) | (932,863) | |
Income tax expenses | (145,541) | |||
Net loss from continuing operations | (8,043,113) | (2,122,427) | (932,863) | |
Net income (loss) from discontinued operations | ||||
Loss from discontinued operations | (9,357,421) | |||
Gain on disposal of discontinued operations | 37,845,726 | |||
Net income (loss) from discontinued operations | 28,488,305 | |||
Net income (loss) | (8,043,113) | (2,122,427) | 27,555,442 | |
Less: Net loss attributable to non-controlling interests | (89,773) | 15,827 | ||
Net (loss) income attributable to Bit Brother Ltd. (fka Urban Tea, Inc.) Shareholders | (8,132,886) | (2,106,600) | 27,555,442 | |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | (2,428,836) | (50,427) | 502,076 | |
Reclassified to net loss from discontinued operations | (804,298) | |||
Total other comprehensive (loss) income | (2,428,836) | (50,427) | (302,222) | |
Comprehensive income (loss) | (10,561,722) | (2,157,027) | 27,253,220 | |
Less: Total comprehensive loss attributable to non-controlling interests | (89,773) | 15,827 | ||
Comprehensive (loss) income attributable to Bit Brother Ltd. (fka Urban Tea, Inc.) Shareholders | $ (10,651,495) | $ (2,141,200) | $ 27,253,220 | |
(Loss) income per share- basic and diluted (in Dollars per share) | $ (0.8) | $ (0.6) | $ 15.3 | |
Net loss per share from continuing operations – basic and diluted (in Dollars per share) | (0.8) | (0.6) | (0.5) | |
Net income (loss) per share from discontinued operations – basic and diluted (in Dollars per share) | $ 15.8 | |||
Weighted Average Shares Outstanding-Basic and Diluted* (in Shares) | [1] | 10,151,051 | 3,322,733 | 1,805,515 |
[1] | Retrospectively restated for effect of reverse stock split. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders's Equity (Deficit) - USD ($) | Share capital | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive (loss) income | Non-controlling interests | Total | |
Balance at Jun. 30, 2018 | $ 127 | $ 57,189,049 | $ (83,279,164) | $ 3,282,702 | $ (22,807,286) | ||
Balance (in Shares) at Jun. 30, 2018 | [1] | 1,266,031 | |||||
Issuance of ordinary shares for professional services | $ 1 | 122,999 | 123,000 | ||||
Issuance of ordinary shares for professional services (in Shares) | [1] | 15,000 | |||||
Issuances of ordinary shares in connection with certain private placements | $ 105 | 5,499,895 | 5,500,000 | ||||
Issuances of ordinary shares in connection with certain private placements (in Shares) | [1] | 1,052,500 | |||||
Issuance of ordinary shares in connection with registered direct offering, net of transaction cost | $ 29 | 2,365,606 | 2,365,635 | ||||
Issuance of ordinary shares in connection with registered direct offering, net of transaction cost (in Shares) | [1] | 284,500 | |||||
Disposition of Elite and its subsidiary | (47,549,581) | 47,549,581 | (4,087,000) | (4,087,000) | |||
Net income (loss) | 27,555,442 | 27,555,442 | |||||
Foreign currency translation adjustment | 502,076 | 502,076 | |||||
Balance at Jun. 30, 2019 | $ 262 | 17,627,968 | (8,174,141) | (302,222) | 9,151,867 | ||
Balance (in Shares) at Jun. 30, 2019 | [1] | 2,618,032 | |||||
Issuances of ordinary shares in connection with acquisition of a subsidiary (Note 6) | $ 100 | 3,399,900 | 5,675,416 | 9,075,416 | |||
Issuances of ordinary shares in connection with acquisition of a subsidiary (Note 6) (in Shares) | [1] | 1,000,000 | |||||
Issuance of ordinary shares for professional services | 4,417 | 4,417 | |||||
Issuance of ordinary shares for professional services (in Shares) | [1] | 833 | |||||
Issuances of ordinary shares in connection with a private placement | $ 90 | 4,540,260 | 4,540,350 | ||||
Issuances of ordinary shares in connection with a private placement (in Shares) | [1] | 900,000 | |||||
Net income (loss) | (2,106,600) | (15,827) | (2,122,427) | ||||
Foreign currency translation adjustment | (50,427) | (50,427) | |||||
Balance at Jun. 30, 2020 | $ 452 | 25,572,545 | (10,280,741) | (352,649) | 5,659,589 | 20,599,196 | |
Balance (in Shares) at Jun. 30, 2020 | [1] | 45,188,648 | |||||
Issuance of ordinary shares for professional services | $ 86 | 4,632,621 | 4,632,707 | ||||
Issuance of ordinary shares for professional services (in Shares) | [1] | 863,335 | |||||
Issuances of ordinary shares in connection with certain private placements | $ 380 | 14,126,275 | 14,126,655 | ||||
Issuances of ordinary shares in connection with certain private placements (in Shares) | [1] | 3,797,488 | |||||
Issuance of ordinary shares in connection with registered direct offering, net of transaction cost | $ 1,033 | 34,066,682 | 34,067,715 | ||||
Issuance of ordinary shares in connection with registered direct offering, net of transaction cost (in Shares) | [1] | 10,325,000 | |||||
Issuance of ordinary shares in connection with exercise of warrant | $ 18 | 809,768 | 809,786 | ||||
Issuance of ordinary shares in connection with exercise of warrant (in Shares) | [1] | 179,942 | |||||
Issuance of ordinary shares in connection with earn-out payment | $ 70 | 1,709,930 | 1,710,000 | ||||
Issuance of ordinary shares in connection with earn-out payment (in Shares) | [1] | 700,000 | |||||
Net income (loss) | (8,132,886) | 89,773 | (8,043,113) | ||||
Foreign currency translation adjustment | (2,428,836) | (2,428,836) | |||||
Balance at Jun. 30, 2021 | $ 2,039 | $ 80,917,821 | $ (18,413,627) | $ (2,781,485) | $ 5,749,362 | $ 65,474,110 | |
Balance (in Shares) at Jun. 30, 2021 | [1] | 20,384,630 | |||||
[1] | Retrospectively restated for effect of reverse stock split. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities: | |||
Net (loss) income | $ (8,043,113) | $ (2,122,427) | $ 27,555,442 |
Less: net income (loss) from discontinued operations | 28,488,305 | ||
Net loss from continuing operations | (8,043,113) | (2,122,427) | (932,863) |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of warrants | (275,055) | (282,232) | (1,088,443) |
Issuance cost in connection with registered direct offerings | 455,531 | ||
Share based compensation expenses | 4,632,707 | 4,417 | 123,000 |
Reversal of provision for doubtful allowance | (1,422) | ||
Depreciation of property and equipment | 171,011 | 148,436 | 25,012 |
Loss from disposal of property and equipment | 8,785 | 10,517 | |
Amortization of intangible assets | 37,713 | 13,966 | 4,297 |
Amortization of right of use assets | 284,483 | 152,753 | |
Equity investment loss | 160,912 | 22,245 | |
Changes in assets and liabilities: | |||
Trade receivables | (201,594) | (47,597) | (129,666) |
Inventories | 66,694 | 76,506 | (74,139) |
Prepayments | 57,380 | (59,137) | |
Due from related parties | 1,495 | ||
Other current assets | (129,586) | 164,510 | (240,722) |
Other noncurrent assets | 78,892 | 106,667 | (13,632) |
Trade payable | 66,389 | (38,218) | 91,783 |
Unearned income | 68,545 | 13,313 | |
Income tax payable | 144,095 | ||
Other current liabilities | (42,275) | (110,957) | 130,809 |
Lease liabilities | (436,562) | (65,391) | |
Net cash used in operating activities from continuing operations | (3,406,464) | (1,897,534) | (1,708,170) |
Net cash provided by (used in) operating activities from discontinued operations | 651,061 | ||
Net cash used in operating activities | (3,406,464) | (1,897,534) | (1,057,109) |
Cash Flows from Investing Activities: | |||
Investment in asset acquisition | (586,313) | ||
Purchases of property and equipment | (758,024) | (288,799) | (959,994) |
Payment of deposits in property and equipment | (8,730,822) | (203,621) | |
Proceeds from disposal of property and equipment | (4,859) | 126,865 | |
Purchases of intangible assets | (78,621) | ||
Collection of short-term investments | (10,992,462) | 944,363 | |
Investment in short-term investments | 10,946,177 | (4,104,188) | |
Loans to third parties | (16,652,671) | ||
Collection of loans from a third party | 832,538 | ||
Proceeds from disposal of Elite and its subsidiaries | 1,750,000 | ||
Cash in connection with discontinued operations | 45,122 | ||
Investments in joint ventures | (1,501,798) | (210,000) | |
Acquisition of a subsidiary, net of cash acquired | (2,369,775) | ||
Net cash used in investing activities from continuing operations | (26,861,921) | (2,000,967) | (3,933,994) |
Net cash used in investing activities from discontinued operations | (503,850) | ||
Net cash used in investing activities | (26,861,921) | (2,000,967) | (4,437,844) |
Cash Flows from Financing Activities: | |||
Cash raised in private placement of ordinary shares | 14,126,655 | 5,500,000 | |
Cash raised in registered direct offering, net of transaction costs | 34,067,715 | 4,540,350 | 4,118,233 |
Capital injection from shareholders | 150,994 | ||
Net cash provided by financing activities from continuing operations | 48,345,364 | 4,540,350 | 9,618,233 |
Net cash used in financing activities from discontinued operations | (124,592) | ||
Net cash provided by financing activities | 48,345,364 | 4,540,350 | 9,493,641 |
Effect of exchange rate changes on cash and cash equivalents | (2,230,304) | 1,099 | (291,223) |
Increase in cash and cash equivalents | 15,846,675 | 642,948 | 3,707,465 |
Cash and cash equivalents at beginning of year | 5,311,693 | 4,668,745 | 961,280 |
Cash and cash equivalents at end of year | 21,158,368 | 5,311,693 | 4,668,745 |
Supplemental disclosures of cash flow information: | |||
Interest paid | |||
Tax paid | |||
Major non-cash transactions: | |||
Issuance of ordinary shares for professional services | 4,632,707 | 4,417 | 123,000 |
Issuance of ordinary shares for acquisition of a subsidiary | 3,400,000 | ||
Issuance of ordinary shares for earn-out payment | $ 1,710,000 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Bit Brother Ltd. (formerly known as Urban Tea, Inc. or Delta Technology Holdings Limited) (“BTB” or the “the Company”) is a holding company that was incorporated on November 28, 2011, under the laws of the British Virgin Islands. On February 8, 2019, the Company received the stamped Certificate of Change of Name from the British Virgin Islands Registrar of Corporate Affairs dated February 4, 2019 pursuant to which the Company’s name has been changed to “Urban Tea, Inc.” (the “first Name Change”). In addition to the first Name Change, the Company effectuated a change of its ticker symbol from “DELT” to “MYT,” (the “Symbol Change”) on February 14, 2019. As a result of the first Name Change and the Symbol Change, the Company’s CUSIP number changed to G9396G100. On May 20, 2021, the Company received the stamped Certificate of Change of Name from the British Virgin Islands Registrar of Corporate Affairs dated May 20, 2021 pursuant to which the Company’s name has been changed from “Urban Tea, Inc.” to “Bit Brother Limited.” (the “second Name Change”). In addition to the second Name Change, the Company effectuated a change of its ticker symbol from “MYT” to “BTB,” (the “Symbol Change”) on June 16, 2021. As a result of the second Name Change and the Symbol Change, the Company’s CUSIP number changed to G1144D109. On August 26, 2020, the Company’s board of directors approved a 1 for 10 reverse split of its ordinary shares. On May 22, 2018, Delta Technology Holdings Limited establish a U.S. subsidiary named as Delta Technology Holdings USA Inc. Delta Technology Holdings USA Inc issued 20 shares without par value to Delta Technology Holdings Limited. In May 2021, the Delta Technology Holdings USA Inc changed its company name into Bit Brother New York Inc (“BTB NY”). On August 28, 2018, the Company formed NTH Holdings Limited (“NTH BVI”), a wholly owned subsidiary, in British Virgin Island (“BVI”). NTH BVI is authorized to issue a maximum of 50,000 shares of one class, at par value of $1.00 per share. On September 11, 2018, NTH BVI formed a wholly owned subsidiary, Tea Language Group Limited (“NTH HK”) in Hong Kong. On October 19, 2018, the Company, through NTH HK, established Mingyuntang (Shanghai) Tea Co. Ltd. (“Shanghai MYT”). On March 22, 2021, the Company, through NTH HK, established Qingdao Ethermainland Digital Technology Co., Ltd. (“BTB Qingdao”). On November 19, 2018, Shanghai MYT entered into a series of variable interest entity (“VIE”) agreements with Hunan Mingyuntang Brand Management Company (“Hunan MYT”) and its shareholder Peng Fang. The VIE Agreements are designed to provide Shanghai MYT with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Hunan MYT, including absolute control rights and the rights to the management, operations, assets, property and revenue of Hunan MYT. The purpose of the VIE Agreements is solely to give Shanghai MYT the exclusive control over Hunan MYT’s management and operations. Hunan MYT commenced the operation in December 2018, which was engaged in specialty tea product distribution and retail business by provision of high-quality tea beverages in its tea shop chain. On October 2, 2019, Shanghai MYT entered into a series of variable interest entity agreements (“39Pu VIE Agreements”) with 39Pu and three shareholders who collectively owned 51% equity interest in 39Pu. The 39Pu VIE Agreements are designed to provide Shanghai MYT with the power, rights and obligations equivalent in all material respects to those it would possess as the controlling equity holder of 39Pu, including absolute control rights and the rights to the management, operations, assets, property and revenue of 39Pu. The purpose of the 39Pu VIE Agreements is solely to give Shanghai MYT the exclusive control over 39Pu’s management and operations. In exchange for the controlling interest in 39Pu, the Company is obliged to pay a cash consideration of $2.4 million and a share consideration of 1,000,000 ordinary shares of the Company, no par value (“Ordinary Shares”). In addition, a contingent cash consideration of $0.6 million and share consideration of 400,000 Ordinary Shares will be delivered to the three shareholders according to the earn-out payment based on the financial performance of 39Pu in its next fiscal year. On October 17 and 28, 2019, the Company paid share consideration of 10,000,000 Ordinary Shares and the cash consideration of $2.4 million, respectively. On January 12, 2021, 39Pu met its financial performance and the Company paid cashless consideration of 700,000 Ordinary Shares. On April 21, 2021, Bit Brother NY acquired a wholly owned subsidiary, Futureway International Management Limited (“BTB HK”) in Hong Kong. On May 25, 2021, Bit Brother HK formed d (“BTB WFOE”), a wholly owned subsidiary in China. On May 13, 2021, BTB Qingdao entered into a series of variable interest entity agreements (“BTB VIE Agreements”) with Hunan Bit Brother Holding Limited (“BTB Hunan”) and Hunan Bit Brothers Digital Technology Co., Ltd (“BTB Hunan Digital”) and all of their shareholders. The BTB VIE Agreements are designed to provide BTB Qingdao with the power, rights and obligations equivalent in all material respects to those it would possess as the controlling equity holder of both BTB Hunan and BTB Hunan Digital, including absolute control rights and the rights to the management, operations, assets, property and revenue of both BTB Hunan and BTB Hunan Digital. The purpose of the both BTB Hunan and BTB Hunan Digital VIE Agreements is solely to give BTB Qingdao the exclusive control over both BTB Hunan and BTB Hunan Digital’s management and operations. Both BTB Hunan and BTB Hunan Digital shall conduct the Company’s planned business including but not limited to global cryptocurrency mine distribution, HashRate leasing, global cryptocurrency cross-regional payment and settlement system, cryptocurrency mining pool building and running, cryptocurrency deposit and loan, non-homogeneous tokens, and cryptocurrency exchange services. Both BTB Hunan and BTB Hunan Digital shall begin applying for the required licenses and certifications in different countries and regions. The accompanying consolidated financial statements reflect the activities of Hunan Mingyuntang, 39Pu and each of the following holding entities: Name Background Ownership Delta Technology Holdings USA Inc. ● A US company 100% owned by the Company NTH BVI ● A BVI company 100% owned by the Company BTB HK ● A Hong Kong company 100% owned by BTB NY NTH HK ● A Hong Kong company 100% owned by NTH BVI BTB WFOE ● A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) WOFE, 100% owned by BTB HK Shanghai MYT ● A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) WOFE, 100% owned by NTH HK Qingdao BTB ● A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) WOFE, 100% owned by NTH HK BTB Hunan ● A PRC limited liability company 100% VIE of BTB WFOE BTB Digital Hunan ● A PRC limited liability company 100% VIE of BTB WFOE Hunan MYT ● A PRC limited liability company 100% VIE of Shanghai MYT 39Pu ● A PRC limited liability company 51% VIE of Shanghai MYT DISPOSAL OF ELITE On February 9, 2019, the Company, Elite Ride Limited (“Elite”), the Company’s wholly owned subsidiary, and HG Capital Group Limited, a private limited company duly organized under the laws of Hong Kong (the “Purchaser”) entered into certain Share Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Purchaser agreed to purchase Elite in exchange for a cash purchase price of $1,750,000 (the “Consideration”). Elite, via its 100% owned subsidiary Delta Advanced Materials Limited, a Hong Kong corporation (“Delta HK”), which, in turn, holds all the equity interests in all the operating subsidiaries in the PRC, including Jiangsu Yangtze Delta Fine Chemical Co., Ltd (“Jiangsu Delta”), and Binhai Deda Chemical Co., Ltd (“Binhai Deda”) (collectively, the “PRC Subsidiaries”). On March 29, 2019, the shareholders of the Company approved and adopted the SPA and related transactions providing for the disposal by the Company of 100% of the outstanding capital stock of Elite. On April 13, 2019, the Company received the $1,750,000, the necessary registration with HG Capital Group Limited received the stock certificate representing all the issued and outstanding shares of Elite and other closing conditions for the disposal were completed, including receipt of the fairness opinion. Upon closing of the disposition of Elite, the Purchaser became the sole shareholder of Elite and as a result, assumed all assets and obligations of all the subsidiaries and VIE entities owned or controlled by Elite. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and principle of consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries and its VIEs. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. (b) Consolidation of Variable Interest Entity Material terms of the Hunan MYT VIE Agreements and 39Pu VIE Agreements are described below: Exclusive Business Cooperation Agreement Pursuant to the Exclusive Business Cooperation Agreements, Shanghai MYT and 39Pu each provides Hunan MYT with technical support, consulting services and management services on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, Hunan MYT and 39Pu each granted an irrevocable and exclusive option to Shanghai MYT to purchase from each of Hunan MYT and 39Pu, any or all of Hunan MYT’s and 39Pu assets at the lowest purchase price permitted under the PRC laws. Should Shanghai MYT exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to Hunan MYT and 39Pu by Shanghai MYT under the agreement, Shanghai MYT is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of Shanghai MYT based on the value of services rendered by Shanghai MYT and the actual income of Hunan MYT and 39Pu from time to time, which is substantially equal to all of the net income of Hunan MYT and 51% of net income of 39Pu, respectively. The Exclusive Business Cooperation Agreement shall remain in effect for ten years unless it is terminated by Shanghai MYT with 30-day prior written notice. Hunan MYT or 39Pu does not have the right to terminate the agreement unilaterally. Shanghai MYT may unilaterally extend the term of this agreement with prior written notice. Exclusive Option Agreement Under the Exclusive Option Agreement between Peng Fang and Shanghai MYT, irrevocably granted Shanghai MYT (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in Hunan MYT. The option price is equal to the capital paid in by Peng Fang subject to any appraisal or restrictions required by applicable PRC laws and regulations. Under the Exclusive Option Agreement between three shareholders of 39Pu and Shanghai MYT, the three shareholders irrevocably granted Shanghai MYT (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in 39Pu. The option price is equal to the capital paid in by the three shareholders subject to any appraisal or restrictions required by applicable PRC laws and regulations. The agreement remains effective for a term of ten years and may be renewed at Shanghai MYT’s election. Share Pledge Agreement Under the Share Pledge Agreement, Peng Fang and the three shareholders of 39Pu each pledged all of their equity interests in Hunan MYT and 39Pu to Shanghai MYT to guarantee the performance of Hunan MYT’s and 39Pu’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in any event of default, as set forth in the Share Pledge Agreement, including that Hunan MYT or Peng Fang, 39Pu or the three shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, Shanghai MYT, as pledgee, will be entitled to certain rights, including, but not limited to, the right to dispose of the pledged equity interest in accordance with applicable PRC laws. Shanghai MYT shall have the right to collect any and all dividends declared or generated in connection with the equity interest during the term of pledge. The Share Pledge Agreement shall be effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Hunan MYT and 39Pu, respectively. Shanghai MYT shall cancel or terminate the Share Pledge Agreement upon Hunan MYT’s and 39Pu’s full payment of fees payable under the Exclusive Business Cooperation Agreement. Timely Reporting Agreement To ensure Hunan MYT and 39Pu promptly provide all of the information that Shanghai MYT and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between Shanghai MYT, and Hunan MYT and 39Pu, respectively. Under the Timely Reporting Agreement, Hunan MYT and 39Pu each agreed that it is obligated to make its officers and directors available to the Company and promptly provide all information required by the Company so that the Company can file all necessary SEC and other regulatory reports as required. Although it is not explicitly stipulated in the Timely Reporting Agreement, the parties agreed its term shall be the same as that of the Exclusive Business Cooperation Agreement. Power of Attorney Under the Power of Attorney, Peng Fang and the three shareholders of 39Pu each authorized Shanghai MYT to act on her behalf as her exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under the laws of China and the Articles of Association of Hunan MYT and 39Pu, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Hunan MYT and 39Pu. Although it is not explicitly stipulated in the Power of Attorney, the term of the Power of Attorney shall be the same as the term of that of the Exclusive Option Agreement. This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as Peng Fang is a shareholder of Company. The VIE Agreements became effective immediately upon their execution. Material terms of the BTB VIE Agreements among BTB Qingdao, BTB Hunan, BTB Hunan Digital and their shareholders are identical to those of Hunan MYT VIE Agreements. VIE is an entity that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Shanghai MYT is deemed to have a controlling financial interest and be the primary beneficiary of Hunan MYT and 39Pu, because it has both of the following characteristics: 1. power to direct activities of a VIE that most significantly impact the entity’s economic performance, and 2. obligation to absorb losses of the entity that could potentially be significant to the VIE or right to receive benefits from the entity that could potentially be significant to the VIE. Pursuant to the VIE Agreements, Hunan MYT and 39Pu pay service fees equal to 100% and 51% of its net income to Shanghai MYT, respectively. At the same time, Shanghai MYT is entitled to receive 100% and 51% of expected residual returns from Hunan MYT and 39Pu, respectively. The VIE Agreements are designed so that Hunan MYT and 39Pu operate for the benefit of the Company. Accordingly, the accounts of Hunan MYT are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in the Company’s consolidated financial statements. In addition, as all of these VIE agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Company’s ability to enforce these VIE agreements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Company is unable to enforce these VIE agreements, it may not be able to exert effective control over Hunan MYT or 39Pu and its ability to conduct its business may be materially and adversely affected. All of the Company’s main current operations are conducted through Hunan MYT since November 2018, and through 39Pu since October 2019. Current regulations in China permit Hunan MYT and 39Pu to pay dividends to the Company only out of their accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of Hunan MYT and 39Pu to make dividends and other payments to the Company may be restricted by factors including changes in applicable foreign exchange and other laws and regulations. All of the Company’s main current operations are conducted through Hunan MYT since November 2018, and through 39Pu since October 2019. Current regulations in China permit Hunan MYT and 39Pu to pay dividends to the Company only out of their accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of Hunan MYT and 39Pu to make dividends and other payments to the Company may be restricted by factors including changes in applicable foreign exchange and other laws and regulations. The following financial statement balances and amounts only reflect the financial position and financial performances of the Company’s four VIEs, which were included in the consolidated financial statements as of and for the years ended June 30, 2021 and 2020: June 30, June 30, ASSETS Cash $ 1,781,565 $ 362,384 Short-term investments 2,526,328 2,266,069 Inventories 1,466,996 1,403,582 Loan due from a third party 12,580,671 2,222,191 Other current assets 685,955 292,917 Property and equipment, net 2,002,108 1,315,326 Deposits for plant, property and equipment 1,006,234 849,245 Right of use assets 1,165,172 553,904 Other noncurrent assets 89,482 159,434 Total Assets $ 23,304,511 $ 9,425,052 Due to BTB* $ 20,593,791 $ 7,270,932 Other current liabilities 1,614,750 885,515 Total Liabilities $ 22,208,541 $ 8,156,447 * Payable due to BTB is eliminated upon consolidation. For the Years Ended 2021 2020 2019 Revenue $ 5,711,681 $ 865,705 $ 401,814 Net loss (435,524 ) (1,590,339 ) (724,687 ) (c) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. (d) Segment reporting In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. For the year ended June 30, 2021, the Company has three operating business lines, including retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT, dark tea distribution business by 39Pu and planned blockchain business to be conducted by Hunan BTB. Based on management’s assessment, the Company has determined that the three operating business lines are three operating segments as defined by ASC 280. For the year ended June 30, 2020, the Company has two operating business lines, including retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT, dark tea distribution business by 39Pu. Based on management’s assessment, the Company has determined that the two operating business lines are two operating segments as defined by ASC 280. For the year ended June 30, 2019, as a result of change in our organizational structure associated with the manufacturing and sales of organic compounds segment as a discontinued operation, the management has determined that the Company operated in one operating segment with one reporting segment which is the retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT. (e) Foreign currency translation The Company’s financial statements are presented in the U.S. dollar (US$), which is the Company’s reporting currency and functional currency. The Company’s subsidiaries in the PRC use Renminbi (“RMB”) as their functional currencies. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income. In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income. (f) Fair value measurement The Company has adopted ASC Topic 820, Fair Value Measurement and Disclosure, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. As of June 30, 2021 and 2020, the carrying value of financial items of the Company including cash and cash equivalents, trade receivables, loan due from third parties, due from a related party, other receivables, trade payables and other payables approximate their fair values due to their short-term nature and are classified within Level 1 of the fair value hierarchy. Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The inputs used to measure the estimated fair value of warrants are classified as Level 3 fair value measurement due to the significance of unobservable inputs using company-specific information. The valuation methodology used to estimate the fair value of warrant liabilities is discussed in Note 14. As of June 30, 2021, the Company’s warrant liabilities were comprised of private placement warrants relating to a private placement closed on November 21, 2017 (“private placement warrants”), and the warrants issued to the agent for the registered direct offering on May 24, 2019 (“placement agent warrants”) (Note 14), at the fair value of $27,339, and $38,237, respectively. As of June 30, 2020, the fair value of private placement warrants, registered direct offering warrants and placement agent warrants were $142,092, $895,663, and $112,662, respectively. (g) Cash and cash equivalents Cash and cash equivalents consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use the Company maintained accounts at banks. (h) Short-term investments Short-term investments consist primarily of investments in financial products with variable return rate and maturities between three months and one year. Short-term investments are held to their maturities and are carried at cost, which approximates fair value. (i) Trade receivables Trade receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if 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. The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as at June 30, 2021 and 2020. (j) Inventories Inventories are carried at the lower of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. (k) Property and equipment Property, plant and equipment are recorded at cost. The cost of an item of property and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating the manner intended by management. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method with residual value rate of 5% over the estimated useful lives as follows: Electronic equipment 5 years Office equipment 5 – 10 years Vehicles 10 years Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations. (l) Intangible assets Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method with residual value rate of 5% based on their estimated useful lives as follows: Trademark 10 years The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. (m) Impairment of long-lived assets The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows, usually at the store level. The carrying amount of a long-lived asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. If the asset is determined not to be recoverable, then it is considered to be impaired and the impairment to be recognized is the amount by which the carrying amount of the asset exceeds the fair value of the asset, determined using discounted cash flow valuation techniques, as defined in ASC 360, Property, Plant, and Equipment. The Company determined the sum of the undiscounted cash flows expected to result from the use of the asset by projecting future revenue and operating expense for each store under consideration for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions. The Company’s evaluation resulted in no long-lived asset impairment charges during the years ended June 30, 2021, 2020 and 2019. (n) Investments in equity investees The investments for which the Company has the ability to exercise significant influence are accounted for under the equity method. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of these entities, the amortization of intangible assets recognized upon purchase price allocation and dividend distributions or subsequent investments. All unrecognized inter-company profits and losses have been eliminated under the equity method. When the estimated amount to be realized from the investments falls below its carrying value, an impairment charge is recognized in the consolidated statements of operations when the decline in value is considered other than temporary. (o) Revenue recognition The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) beginning on July 1, 2018 using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Company’s consolidated financial statements upon adoption of ASC 606. In according with ASC 606, revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The Company generated revenues primarily from sales of tea products, beverages and light meals in its tea shop chains by Hunan MYT which commenced in November 2018, and from sales of dark tea products by 39Pu which commenced in October 2019. Sales of tea products, beverages and light meals in retail shop chains by Hunan MYT Customers place order and pay for tea products, beverage drinks and light meals in the Company’s tea shop chains. Revenues are recognized at the point of delivery to customers. Customers that purchase prepaid cards are issued additional points for free at the time of purchase. Cash received from the sales of prepaid vouchers are recognized as unearned income. Consideration collected for prepaid cards is equally allocated to each point as an element, including the points issued for free, to determine the transaction price for each point. The allocated transaction price are recognized as revenues upon the redemption of the points for purchases. Sales of dark tea products by 39Pu The Company identifies a single performance obligation from contracts. The Company recognizes revenues on a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods, subject to inventory risks and has the discretion in establishing prices. The transaction fees are fixed. Payments received in advance from customers are recorded as “advance from customers” in the consolidated balance sheets. Advance from customers is recognized as revenue when the Company delivers the courses to its customers. Such advance payment received are non-refundable. In cases where fees are collected after the sales, revenue and accounts receivable are recognized upon delivery of products to the Company. Disaggregation of revenue The Company disaggregates its revenue from contracts by segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the years ended June 30, 2021, 2020 and 2019 is as follows: For the Years Ended 2021 2020 2019 Sales of tea products, beverages and light meals in retail shop chains $ 358,515 $ 448,000 $ 401,814 Sales of dark tea products 5,353,166 417,705 - $ 5,711,681 $ 865,705 $ 401,814 (p) Income taxes The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company did not have unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of June 30, 2021. As of June 30, 2021, income tax returns for the tax years ended December 31, 2016 through December 31, 2020 remain open for statutory examination by PRC tax authorities. (q) Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is the same as basic income (loss) per share due to the lack of dilutive items in the Company for the years ended June 30, 2021, 2020 and 2019, respectively. The number of warrants is omitted excluded from the computation as the anti-dilutive effect. (r) Comprehensive income (loss) Comprehensive income (loss) includes net income (loss) and other comprehensive foreign currency adjustments income. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive income (loss). Accumulated other comprehensive (loss) income, as presented on the consolidated balance sheets are the cumulative foreign currency translation adjustments. (s) Commitments and contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450 Subtopic 20, “Loss Contingencies”, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. (t) Share-based payments Share-based awards granted to the Company’s employees and non-employees are measured at fair value on grant date and measurement date, respectively, and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair value of restricted shares is determined with reference to the fair value of the underlying shares. At each date of measurement, the Company reviews internal and external sources of information to assist in the estimation of |
Risks
Risks | 12 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Risks | 3. RISKS (a) Credit risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of June 30, 2021, approximately $19.4 million was deposited with a bank in the United States which was insured by the government up to $250,000. As of June 30, 2021, approximately $1.8 million was primarily deposited in financial institutions located in Mainland China, and each bank accounts is insured by the government authority with the maximum limit of RMB 500,000 (equivalent to approximately $77,400). To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in China which management believes are of high credit quality. The Company’s operations are carried out in Mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors. (b) Liquidity risk The Company is also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage. (c) Foreign currency risk Substantially all of the Company’s operating activities and the Company’s major assets and liabilities are denominated in RMB, except for the cash deposit of approximately $4.9 million which was in U.S. dollars as of June 30, 2021, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected. (d) VIE risk It is possible that the Hunan MYT VIE Agreements and 39Pu VIE Agreements would not be enforceable in China if PRC government authorities or courts were to find that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event that the Company were unable to enforce these contractual arrangements, the Company would not be able to exert effective control over the VIE. Consequently, the VIE’s results of operations, assets and liabilities would not be included in the Company’s consolidated financial statements. If such were the case, the Company’s cash flows, financial position, and operating performance would be materially adversely affected. The Company’s contractual arrangements among Shanghai MYT, Hunan MYT and the Hunan MYT Shareholders, and among Shanghai MYT, 39Pu and the three shareholders of 39Pu are approved and in place. Management believes that such contracts are enforceable, and considers the possibility remote that PRC regulatory authorities with jurisdiction over the Company’s operations and contractual relationships would find the contracts to be unenforceable. The Company’s operations and businesses rely on the operations and businesses of Hunan MYT and 39Pu, the VIEs of the Company, each of which holds certain recognized revenue-producing assets including tea beverage related raw materials, lease arrangements, and dark tea products. The VIEs also have an assembled workforce, focused primarily on promotion and marketing, whose costs are expensed as incurred. The Company’s operations and businesses may be adversely impacted if the Company loses the ability to use and enjoy assets held by its VIEs. (e) Other risk The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, such as the COVID-19 outbreak and spread, which could significantly disrupt the Company’s operations. |
Disposal of Elite
Disposal of Elite | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSAL OF ELITE | 4. DISPOSAL OF ELITE On February 9, 2019, the Company, Elite and HG Capital Group Limited entered into certain Share Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Purchaser agreed to purchase Elite in exchange of cash purchase price of $1,750,000 (the “Consideration”). The transaction contemplated by the Purchase Agreement is hereby referred as the Disposal. On March 29, 2019, management was authorized to approve and commit to a plan to sell ELITE. On April 13, 2019, the parties completed all the share transfer registration procedure as required by the laws of British Virgin Islands and all the other closing conditions have been satisfied, as a result, the Disposal contemplated by the Purchase Agreement is completed. In accordance with ASC 205-20-45, Elite met the criteria as a discontinued operation. As of April 13, 2019, the assets relevant to the sale of Elite with a carrying value of $54.2 million were classified as assets held, the liabilities relevant to the sale of Elite with a carrying value of $86.2 million were classified as liabilities held for sale, and the cumulative translation adjustments relevant to the sale of Elite of $4.0 million was removed from the equity component and was reported as a gain on the sale of Elite. A net gain of $37.8 million was recognized as the net gain from disposal of discontinued operation in the year ended June 30, 2019. The following is a reconciliation of the amounts of major classes of income from operations classified as discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2021, 2020 and 2019: For the Years Ended 2021 2020 2019 Discontinued Operations: Revenue $ - $ - $ 20,115,554 Cost of revenues - - (19,692,138 ) Selling expenses - - (1,501,110 ) General and administrative expenses - - (1,417,608 ) Allowance for doubtful accounts and obsolescence stock - - (6,721,854 ) Other expenses, net - - (140,264 ) Income tax benefits - - - Net gain from discontinued operations - - 37,845,726 Net income (loss) from discontinued operations $ - $ - $ 28,488,305 |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
ASSET ACQUISITION | 5. ASSET ACQUISITION In November 2018 and January 2019, Hunan MYT entered into one Asset Purchase Agreement with Your Ladyship Tea Beverage Co., Ltd. (“Your Ladyship Tea”) to acquire assets, including inventories, property and equipment, tea shop rental contracts, related to three tea shops, respectively. The total cash consideration was $586,313. As of June 30, 2019, the Company made all consideration to the Your Ladyship Tea. There were no material direct transaction costs related to the transaction. In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. As the acquisition did not meet the definition of a business combination under FASB ASC Topic 805, Business Combinations, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method and the property and equipment and rental contracts were valued using the cost approach. Based on the fair value analysis of the net assets acquired, the fair value of assets acquired are as follows: Fair value Inventories $ 47,340 Property and equipment, net 324,203 Teashop rental contracts 202,980 Transfer costs* 11,790 $ 586,313 * the transfer cost was charged to expenses at the acquisition date. |
Acquisition of 39PU
Acquisition of 39PU | 12 Months Ended |
Jun. 30, 2021 | |
Business Combination Others Abstract [Abstract] | |
ACQUISITION OF 39PU | 6. ACQUISITION OF 39PU On October 2, 2019, the Company completed the acquisition of 51% equity interest in 39Pu, which is engaged in the distribution of dark tea and In addition, a contingent cash consideration of $0.6 million and a share consideration of 400,000 ordinary shares will be delivered to the three shareholders according to the earn-out payment based on the financial performance of 39Pu in its next fiscal years. On October 17 and 28, 2019, the Company paid the share consideration of 7000,000 Ordinary Shares, which consists of share consideration of 400,000 ordinary shares and 300,000 ordinary shares as cashless settlement of $0.6 million at per unit cost of $5 per share. As of December 31, 2020, 39Pu’s met financial performance requirement for the 12 months from January 1, 2020 through December 31, 2020, accordingly for the three months ended December 31, 2019 not reaching the earn-out payment condition. In addition, due to the effects of COVID-19, the financial performance of 39Pu for the year ended June 30, 2020 did not meet the earn-out payment condition. The acquisition had been accounted for as a business combination and the results of operations of 39Pu have been included in the Company’s consolidated financial statements from the acquisition date. The Company made estimates and judgments in determining the fair value of acquired assets and liabilities, based on an independent preliminary valuation report and management’s experiences with similar assets and liabilities. The following table summarizes the estimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition, using the exchange rate of 7.1489 on that day. Fair value ASSETS Net tangible assets $ 3,509,468 Goodwill 9,573,081 Foreign exchange adjustments 102,867 Less: Noncontrolling interests (5,675,416 ) Total purchase consideration $ 7,510,000 Including: initial investment 5,800,000 earn-out payment 1,710,000 The following is a reconciliation of the fair value of major classes of assets acquired and liabilities assumed which comprised of net tangible assets on October 2, 2019. Fair value Carrying amounts of major classes of acquired assets Cash $ 29,728 Short-term investments 1,447,775 Inventories 1,352,379 Property and equipment, net 716,811 Other assets 243,645 Total assets 3,790,338 Less: total liabilities (280,870 ) Net tangible assets $ 3,509,468 The amount of operating income and net loss that resulted from the acquisition and included in the consolidated statements of operations and comprehensive income (loss) during the year ended June 30, 2020 were $417,705 and $32,301, respectively. The accounting literature establishes guidelines regarding the presentation of this unaudited pro forma information. Therefore, this unaudited pro forma information is not intended to represent, nor does the Company believe it is indicative of, the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of July 1, 2019. Furthermore, this unaudited pro forma information does not give effect to the anticipated business and tax synergies of the acquisition and is not representative or indicative of the anticipated future consolidated results of operations of the Company. The unaudited pro forma consolidated financial information reflects the historical results of the 39Pu, adjusted to reflect the acquisition had it been completed as of July 1, 2019. The most significant pro forma adjustments to the historical results of operations relate to the application of purchase accounting for the acquisition. The unaudited pro forma financial information includes various assumptions, including those related to the finalization of the purchase price allocation. Urban Tea 39Pu Pro Forma Financial Data Revenue $ 865,705 $ 119,028 $ 984,733 Cost of revenues (508,462 ) (54,946 ) (563,408 ) Gross profit 357,243 64,082 421,325 Total operating expenses (2,813,636 ) (119,086 ) (2,932,722 ) Total other income, net 333,966 546,050 880,016 Net loss before income taxes (2,122,427 ) 491,046 (1,631,381 ) Income tax expenses - - - Net loss (2,122,427 ) 491,046 (1,631,381 ) Less: Net loss attributable to non-controlling interests 15,827 - 15,827 Net (loss) income attributable to BIT BROTHER LTD (fka URBAN TEA, INC.)’s Shareholders $ (2,106,600 ) $ 491,046 $ (1,615,554 ) (Loss) income per share- basic and diluted $ (0.06 ) $ - $ (0.05 ) Weighted Average Shares Outstanding-Basic and Diluted 33,227,331 - 33,227,331 * No pro forma adjustments were noted during the period. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
SHORT-TERM INVESTMENTS | 7. SHORT-TERM INVESTMENTS As of June 30, 2021 and 2020, the balance of short-term investments was comprised of investments of various financial products from Chinese banks and financial institutions, with variable return rate and with maturities between three months and one year. The Company classified these financial assets as held-to-maturity financial assets and recorded the assets at amortized cost, which approximates fair value. As of June 30, 2021 and 2020, the Company did not provide OTTI on short-term investments. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 8. INVENTORIES Inventories consisted of the following: June 30, June 30, Merchant products $ 1,045,478 $ 968,642 Raw materials 10,136 18,542 Packaging and other supplies 367,622 376,394 Other products 43,760 40,004 1,466,996 1,403,582 Less: inventory write-down - - $ 1,466,996 $ 1,403,582 |
Loans Due From Third Parties
Loans Due From Third Parties | 12 Months Ended |
Jun. 30, 2021 | |
Loans Due From Third Party [Abstract] | |
LOANS DUE FROM THIRD PARTIES | 9. LOANS DUE FROM THIRD PARTIES As of June 30, 2021 and 2020, the Company’s loans due from third parties was as following: June 30, June 30, Sichuan Senmiao Ronglian Technology Co, Ltd. (“Senmiao Ronglian”) (a) $ 278,740 $ 2,222,191 Qingdao Gangganghao Technology Co., Ltd. (b) 3,623,076 - Qingdao Honghuanglv Media Co., Ltd. (b) 619,329 - Qingdao Xiaohuangbei Technology Co., Ltd. (b) 4,722,386 - Qingdao Dabutong Network Technology Co., Ltd. (b) 3,337,140 - Hunan Peiyuan Media Co., Ltd. (b) 3,000,000 - Li Xian (b) 1,000,000 - Lu Hongwen (b) 714,027 - $ 17,294,698 $ 2,222,191 (a) The Company purchased short-term investments of $1,148,930 in April 2019, and acquired short-term investments of $1,177,653 from the acquisition of 39Pu, both of which were investments in Senmiao Ronglian, which was a variable interest entity of Senmiao Technology Ltd, a US listed company, and operated peer-to-peer marketplace. In October 2019, Senmiao Ronglian disposed of the peer-to-peer marketplace, and the Company’s short-term investments became a loan due from Sichuan Ronglian as of June 30, 2021 and 2020. The Company assessed the payment ability of Senmiao Ronglian and did not provide allowance against the balance as of June 30, 2021 and 2020. (b) During March 31, 2021 through June 15, 2021, the Company entered into certain loan agreements of approximately $16.7 million with seven customers for which the Company planned to provide blockchain business. The loans bear fixed interest rates were 6.7% per annum, and all matured on December 30, 2021. For the years ended June 30, 2021 and 2020, the Company accrued interest income of $79,889 and $ nil |
Investment in an Equity Investe
Investment in an Equity Investee | 12 Months Ended |
Jun. 30, 2021 | |
Investment In An Equity Investee [Abstract] | |
INVESTMENT IN AN EQUITY INVESTEE | 10. INVESTMENT IN AN EQUITY INVESTEE As of June 30, 2021 and 2020, the Company’s investment in an equity investee was as following: June 30, June 30, Urban Tea Management Inc. (“Meno”) $ 310,000 $ 210,000 Guokui Management Inc. (“Guokui”) 320,000 - Chuangyeying Brand Management Co., Ltd. (“CYY”) 394,822 - Store Master Food Trading Co., Ltd. (“Store Master”) 714,478 - Less: Share of results of equity investees (182,287 ) (22,245 ) $ 1,557,013 $ 187,755 As of June 30, 2021, the Company made investments aggregating $310,000 in Meno, in which the Company and an unrelated third party invested capital of 70% and 30%, respectively, and was entitled to 51% and 49% profit earned from Meno, respectively. Meno did not commence operations until August 1, 2020. The investment was for the purpose of expansion its tea shop chain to overseas market. On September 23, 2020, the Company entered into a share purchase agreement, pursuant to which the Company agreed to pay $400,000 in cash to acquire 80% of the equity interest in Guokui, in which the Company and other unrelated third party investor were entitled to 51% and 49% profit earned from Guokui, respectively. As of June 30, 2021, the Company made investments aggregating $320,000. The investment was for the purpose of expansion its tea shop chain to overseas market. In October 2020, the Company, through its WFOE, acquired 51% equity interest in each of CYY and Store Master in cash consideration of $376,462 and $681,252, respectively. In addition, the existing shareholders of CYY and Store Master will be rewarded additional incentives if certain performance targets were met. The Company did not accrue contingent consideration for the acquisition as the Company did not expect such perform targets would be met. Pursuant to the articles of association of these equity investees, the operating and financing activities shall be unanimously approved by the Company and other shareholders, thus the Company does not control the equity investee but exercised significant influence over the equity investee. In accordance with ASC 323 “Investments — Equity Method and Joint Ventures”, the Company accounted for the investments using equity method. For the years ended June 30, 2021, 2020, and 2019, the equity investees incurred net loss aggregating $160,911, $22,245 and $ nil |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 11. PROPERTY AND EQUIPMENT, NET The property and equipment consisted of the following: June 30, June 30, Building $ 864,843 $ 790,605 Office equipment 944,040 618,323 Electronic equipment 26,637 51,526 Vehicles 190,704 25,200 Leasehold improvements 944,100 573,937 Less: accumulated depreciation (968,216 ) (744,265 ) $ 2,002,108 $ 1,315,326 The Company depreciated property and equipment from the next month to when the assets was available for use. For the years ended June 30, 2021, 2020, and 2019, the depreciation expenses were $171,011, $148,436 and $25,012, respectively. |
Deposits for Property and Equip
Deposits for Property and Equipment | 12 Months Ended |
Jun. 30, 2021 | |
Deposits Of Property And Equipment Disclosure [Abstract] | |
DEPOSITS FOR PROPERTY AND EQUIPMENT | 12. DEPOSITS FOR PROPERTY AND EQUIPMENT Deposits for property and equipment consisted of the following: June 30, June 30, Deposits for leasehold improvements (1) $ 1,005,234 $ 849,245 Deposits for mining equipment (2) 8,630,005 - $ 9,635,239 $ 849,245 (1) The deposits for leasehold improvements mainly represented the deposits for lease improvements of the Company’s research and development center which was delayed as a result of outbreak of COVID-19, and is expected to complete in December 2021. (2) The deposits for mining equipment was mainly for the deposits for cryptocurrency miners as the Company planned to launch its blockchain business. |
Operating Lease
Operating Lease | 12 Months Ended |
Jun. 30, 2021 | |
Leases Of Lessee Disclosures [Abstract] | |
OPERATING LEASE | 13. OPERATING LEASE As of June 30, 2021, the Company leases offices space and tea shop stores under certain non-cancelable operating leases, with terms ranging between one and ten years. In February 2021, the Company leased a piece of land with plans to plant black tea products with lease term of ten years. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The table below presents the operating lease related assets and liabilities recorded on the balance sheets. June 30, June 30, Rights of use lease assets $ 1,165,172 $ 553,904 Operating lease liabilities, current 263,023 315,259 Operating lease liabilities, noncurrent 827,086 310,098 Total operating lease liabilities $ 1,090,109 $ 625,357 The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of June 30, 2021 and 2020: June 30, June 30, Remaining lease term and discount rate Weighted average remaining lease term (years) 6.40 3.30 Weighted average discount rate 4.75 % 4.75 % Rent expense for the years ended June 30, 2021, 2020, and 2019 was $367,314, $422,773, and $198,918, respectively. The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2021: Twelve months ended June 30, Lease payment 2022 $ 310,616 2023 165,750 2024 156,186 2025 151,736 2026 and thereafter 585,266 Total lease payments 1,369,554 Less: imputed interest (279,445 ) Present value of lease liabilities $ 1,090,109 |
Equity
Equity | 12 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | 14. EQUITY Ordinary shares On August 25, 2020, the Company’s board approved a 1 for 10 reverse split of its ordinary shares (the “Reverse Split”), which became effective on August 27, 2020, and was retroactively applied as if the transaction occurred at the beginning of the period presented As of June 30, 2020, there were 4,518,865 shares of ordinary shares issued and outstanding. On July 30, 2020, the Company and certain institutional investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell to such investors an aggregate of 1,875,000 ordinary shares, no par value, at a price of $3.2 per share, for gross proceeds of approximately $6.0 million and net proceeds of approximately $5.5 million. The offering closed on August 3, 2020. On August 14, 2020, the Company and certain institutional investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell to such investors an aggregate of 1,500,000 ordinary shares, no par value, at a price of $4.0 per share, for gross proceeds of approximately $6.0 million and net proceeds of approximately $5.5 million. The offering closed on August 18, 2020. On March 26, 2021, the Company and certain individual investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell to such investors an aggregate of 3,797,488 ordinary shares, no par value, at a price of $3.72 per share, for gross and net proceeds of approximately $14.1 million. The offering closed on April, 2021. On April 28, 2021, the Company and certain institutional investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell to such investors an aggregate of 6,950,000 ordinary shares, no par value, at a price of $3.6 per share, for gross proceeds of approximately $25.0 million and net proceeds of approximately $23.1 million. The offering closed on April 30, 2021. For the year ended June 30, 2021, the Company issued 863,335 ordinary shares to certain consultants for investigation, analysis and strategy making for the blockchain business. The fair value of the ordinary shares were referred to market price on issuance date, raging between $1.68 and $5.70, and the Company recorded expenses of approximately $4.63 million. On January 12, 2021, the Company issued 700,000 ordinary shares as earn-out payments to the shareholders of 39Pu who sold 51% equity interest to the Company (Note 6). During February through March 2021, certain institutional investors, who subscribed for ordinary shares in direct offering in May 24, 2019, exercised warrants to purchase 179,942 ordinary shares. As of June 30, 2021, the Company had 20,384,630 shares of common stock issued and outstanding, respectively. Warrants A summary of warrants activity for the years ended June 30, 2021, 2020 and 2019 was as follows: Number of Weighted Expiration Balance of warrants outstanding as of July 1, 2018 35,973 5 years December 18, 2022 Grants of registered direct offering warrants 180,942 5 years May 23, 2024 Grants of placement agent warrants 22,760 5 years May 23, 2024 Balance of warrants outstanding as of June 30, 2019 239,675 4.68 years Balance of warrants outstanding as of June 30, 2020 239,675 3.67 years Exercise of direct offering warrants (179,942 ) Grants of registered direct offering warrants 6,950,000 5.5 years October 29, 2026 Grants of placement agent warrants 11,392,464 5.5 years October 19, 2026 Balance of warrants outstanding as of June 30, 2021 18,402,197 5.31 years Private placement warrants On November 21, 2017, the company issued 35,973 warrants to the shareholder in connection with a private placement offering of 179,864 ordinary shares. The warrant has an exercise price of $13.1 per share and is exercisable for five years from the date of issuance. As at June 30, 2021 and 2020, there were 35,973 warrants outstanding. The fair value of the warrants is $27,339 and $142,092, using the Black-Scholes valuation model, which took into consideration the underlying price of ordinary shares, a risk-free interest rate, expected term and expected volatility. As a result, the valuation of the warrant was categorized as Level 3 in accordance with ASC 820, “Fair Value Measurement”. The key assumption used in estimates are as follows: June 30, June 30, Terms of warrants 1.39 years 2.39 years Exercise price 13.1 13.1 Risk free rate of interest 0.46 % 0.29 % Dividend yield 0.00 % 0.00 Annualized volatility of underlying stock 164.26 % 174.05 % Registered direct offering warrants on May 24, 2019 In connection with the direct offering closed on May 24, 2019, the Company issued warrants to investors to purchase a total of 1,809,420 ordinary shares with a warrant term of five (5) years. The warrants have an exercise price of $1.86 per share. On July 4, 2020, the Company updated the estimation of fair value of warrants issued on May 24, 2019 as a result of the change in exercise price of the warrants from $1.86 to $0.51. During February through March 2021, the investors exercised warrants to purchase 179,942 ordinary shares. As of June 30, 2021, the investors had warrants to purchase 1,000 ordinary shares. The warrants have customary anti-dilution protections including a “full ratchet” anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than $1.86 per share. The anti-dilution adjustment provision is not triggered by certain “exempt issuances” which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers. Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the registered direct offering warrants were not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares. As such, the registered direct offering warrants were classified as a liability. Liability classification requires the warrant to be re-measured to their fair value for each reporting period. As of May 24, 2019 and June 30, 2019, 2020 and 2021, the Company estimated fair value of the registered direct offering warrants at $1,961,411, $1,091,080, $895,663 and $ nil On the May 24, 2019 and June 30, 2019 and 2020 and 2021, the Company estimated the fair value of Series A Warrants using the following assumption. On May 24, On June 30, On June 30, On June 30, Terms of warrants 5 years 4.9 years 3.9 years 2.9 years Exercise price 1.86 1.86 0.51 0.51 Risk free rate of interest 2.77 % 2.77 % 0.29 % 0.46 % Dividend yield 0.00 % 0.00 % 0.00 0.00 Annualized volatility of underlying stock 189.72 % 187.99 % 174.05 % 164.26 % Placement Agent Warrants On April 3, 2019, the Company entered into a letter agreement with FT Global Capital, Inc., as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent has agreed to act as placement agent on a best efforts basis in connection with the above offering. In addition to the cash payments, the Company has also agreed to issue to the Placement Agent a warrant to purchase a number of ordinary shares equal to 8.0% of the aggregate number of ordinary shares sold in this offering, which warrant will have the same term as registered direct offering warrants, including exercise price, vesting period, antidilution terms and etc. As such, same as the classification of , the Placement Agent Warrants were classified as a liability, which r As of May 24, 2019 and June 30, 2019,2020 and 2021, the Company estimated fair value of the Placement Agent Warrants Allocation of Issuance Costs In connection with the Private Placement closed on May 24, 2019, the Company incurred direct and incremental issuance costs of $490,667. These costs were allocated to common stock and registered direct offering warrants in proportion to the allocation of proceeds. The issuance costs allocated to common stock were accounted for as a reduction of proceeds of the common stocks, while the issuance costs allocated to warrants were accounted for as non-operating expenses. Registered direct offering warrants on April 30, 2021 In connection with the direct offering closed on April 30, 2021, the Company issued warrants to investors to purchase a total of 6,950,000 ordinary shares with a warrant term of five and a half (5.5) years. The warrants have an exercise price of $3.60 per share. Each Warrant is subject to anti-dilution provisions to reflect stock dividends and splits, subsequent rights offerings or other similar transactions, but not as a result of future securities offerings at lower prices. Upon the occurrence of a fundamental transaction, the warrants are subject to mandatory redemption for cash consideration equal to the Black Scholes Value of such portion of such warrant to be redeemed. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as an equity. On April 30, 2021, the Company estimated fair value of the warrants at $7,888,250, using the Black-Scholes valuation model, which took into consideration the underlying price of ordinary shares, a risk-free interest rate, expected term and expected volatility. As a result, the valuation of the warrant was categorized as Level 3 in accordance with ASC 820, “Fair Value Measurement”. The key assumption used in estimates are as follows: On April 30, Terms of warrants 5.5 years Exercise price 3.60 Risk free rate of interest 0.46 % Dividend yield 0.00 % Annualized volatility of underlying stock 55.87 % Private placement warrants on April 20, 2021 In connection with the private placement closed on April 20, 2021, the Company issued warrants to investors to purchase a total of 11,392,464 ordinary shares with a warrant term of five and a half (5.5) years. The warrants have an exercise price of $4.65 per share. The Warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $4.65 per Share, for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five and a half (5.5) years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting 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 Shares trades at or above $23.25 per Share, 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 300,000 Shares per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as an equity. On April 20, 2021, the Company estimated fair value of the warrants at $5,213,951, using the Black-Scholes valuation model, which took into consideration the underlying price of ordinary shares, a risk-free interest rate, expected term and expected volatility. As a result, the valuation of the warrant was categorized as Level 3 in accordance with ASC 820, “Fair Value Measurement”. The key assumption used in estimates are as follows: On April 20, Terms of warrants 5.5 years Exercise price 4.65 Risk free rate of interest 0.46 % Dividend yield 0.00 % Annualized volatility of underlying stock 57.02 % |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | 15. INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted loss per common share for the years ended June 30, 2021, 2020 and 2019, respectively: For the Years Ended 2021 2020 2019 Net (loss) income attributable to Bit Brother Ltd’s (fka Urban Tea, Inc.) Shareholders $ (8,132,886 ) $ (2,106,600 ) $ 27,555,442 Net loss from continuing operations $ (8,132,886 ) $ (2,106,600 ) $ (932,863 ) Net income (loss) from discontinued operations $ - $ - $ 28,488,305 Weighted Average Shares Outstanding-Basic and Diluted 10,151,051 3,322,733 1,805,515 (Loss) income per share- basic and diluted $ (0.8 ) $ (0.6 ) $ 15.3 Net loss per share from continuing operations – basic and diluted $ (0.8 ) $ (0.6 ) $ (0.5 ) Net income (loss) per share from discontinued operations – basic and diluted $ - $ - $ 15.8 Basic income (loss) per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is the same as basic loss per share due to the lack of dilutive items in the Company for the years ended June 30, 2021, 2020, and 2019 The number of warrants is excluded from the computation as the anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES British Virgin Islands Under the current tax laws of BVI, the Company’s subsidiary incorporated in the BVI is not subject to tax on income or capital gains. The United States of America Delta Technology Holdings USA Inc is incorporated in the State of Delaware in the U.S., and is subject to U.S. federal corporate income taxes. BTB NY is incorporated in the State of New York in the U.S., and is subject to U.S. federal corporate income taxes. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law, which has made significant changes to the Internal Revenue Code. Those changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the deemed repatriation of cumulative foreign earnings as of December 31, 2017. Accordingly, the Company reevaluated its deferred tax assets on net operating loss carryforward in the U.S and concluded there was no effect on the Company’s income tax expenses as the Company has no deferred tax assets generated since inception. As of June 30, 2021 and 2020, the Company’s federal net operating loss carryforward for U.S. income taxes was $9,216,271 and $5,932,195, respectively. The federal net operating loss carryforward is available to reduce future years’ taxable income through year 2037 and net operating losses generated before 2018 will not expire. Management believes that the realization of the benefit from this loss appears uncertain due to the Company’s operating history. Utilization of the Company’s U.S. net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. Hong Kong NTH HK and BTB HK are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax laws, NTH HK and BTB HK are exempted from income tax on its foreign-derived income and there are no withholding taxed in Hong Kong on remittance of dividends. PRC Shanghai MYT, BTB WFOE, Hunan MYT, 39Pu are, BTB Hunan and BTB Digital Hunan are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating in the PRC is 25%. Income taxes that are attributed to the continuing operations are consist of: For the Years Ended 2021 2020 2019 Current income tax expenses $ 145,541 $ - $ - Deferred income tax expenses - - - Income tax expenses $ 145,541 $ - $ - Below is a reconciliation of the statutory tax rate to the effective tax rate of continuing operations: For the Years Ended 2021 2020 2019 PRC statutory income tax rate 25 % 25 % 25 % Effect of different tax rates available to different jurisdictions (15.2 )% (1.0 )% 10.6 % Effect of non-deductible expenses (0.1 )% (0.3 )% (0.2 )% Effect of change in valuation allowance and others (11.6 )% (23.7 )% (35.4 )% (1.9 )% $ 0 % $ 0 % Deferred tax assets as of June 30, 2021 and 2020 consist of the following: June 30, June 30, Net operating loss carrying forward $ 4,449,630 $ 3,512,414 Less: valuation allowance (4,449,630 ) (3,512,414 ) $ - $ - As of June 30, 2021 and 2020, the Company had net operating loss carryforwards of $19,273,124 and $15,003,352, respectively. The net operating loss carryforwards begin to expire in the tax year ending December 31, 2024. The Company evaluates its valuation allowance requirements at the end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in net income (loss). The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. As of June 30, 2021 and 2020, full valuation allowance is provided against the deferred tax assets based upon management’s assessment as to their realization. Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2021 and 2020, the Company did not have any significant unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit. The Company does not believe that its uncertain tax benefits position will materially change over the next twelve months. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 17. RELATED PARTY TRANSACTIONS AND BALANCES As of June 30, 2021, the Company had no balances due from or due to related parties. As of June 30, 2020, the Company had balance of $1,127 due from two related parties which were indirectly controlled Mr. Guo’an Hu, one of the shareholders of 39Pu. The balance was generated from sales of dark tea products. During the year ended June 30, 2020, the Company sold dark tea products of $33,497 to two related parties. During the years ended June 30, 2021 and 2019, the Company did not incur significant related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 18. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. |
Segmeng Reporting
Segmeng Reporting | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENG REPORTING | 19. SEGMENG REPORTING The Company presents segment information after elimination of inter-company transactions. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are not directly attributable to a specific segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information. As of June 30, 2021, the Company had three segments, which is retail business by provision of high-quality tea beverages in its tea shop chain (“tea shop chain”) conducted by Hunan MYT, distribution of dark tea products conducted by 39Pu and to-be launched blockchain business conducted by Hunan BTB. As of June 30, 2020, the Company had two segments, which is retail business by provision of high-quality tea beverages in its tea shop chain (“tea shop chain”) conducted by Hunan MYT and distribution of dark tea products conducted by 39Pu. The following tables present the summary of each segment’s revenue, loss from operations, loss before income taxes and net loss which is considered as a segment operating performance measure, for the years ended June 30, 2021, 2020 and 2019: For the year ended June 30, 2021 Tea shop chains Distribution of dark tea products Blockchain business Unallocated Total Revenues $ 358,515 $ 5,353,166 $ - $ - $ 5,711,681 Operating expenses $ 992,884 $ 1,619,508 $ 63,949 $ 7,722,760 $ 10,399,101 Net income (loss) from continuing operations before income taxes $ (600,542 ) $ 328,751 $ 16,044 $ (7,641,725 ) $ (7,897,572 ) Net income (loss) $ (600,652 ) $ 183,210 $ 16,044 $ (7,641,725 ) $ (8,043,113 ) For the year ended June 30, 2020 Tea shop chains Distribution of dark tea products Unallocated Total Revenues $ 448,000 $ 417,705 $ - $ 865,705 Operating expenses $ (1,594,906 ) $ (426,655 ) $ (792,075 ) $ (2,813,636 ) Net loss from continuing operations before income taxes $ (1,558,038 ) $ (32,301 ) $ (532,088 ) $ (2,122,427 ) Net loss $ (1,558,038 ) $ (16,474 ) $ (532,088 ) $ (2,106,600 ) For the year ended June 30, 2019 Tea shop chains Distribution of dark tea products Unallocated Total Revenues $ 401,814 $ - $ - $ 401,814 Operating expenses $ (2,202,161 ) $ - $ - $ (2,202,161 ) Net loss from continuing operations before income taxes $ (932,863 ) $ - $ - $ (932,863 ) Net income from discontinued operations before income taxes $ 28,488,305 $ - $ - $ 28,488,305 Net income $ 27,555,442 $ - $ - $ 27,555,442 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 21. SUBSEQUENT EVENT 1. Registered direct offering On July 16, 2021, the “Company” entered into certain securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell 15,000,000 of its ordinary shares (“Ordinary Shares”) and warrants (“Warrants”) to purchase 15,000,000 Ordinary Shares in a registered direct offering (the “Offering”), for gross proceeds of approximately $22.5 million. The Warrants will be exercisable immediately following the date of issuance for a period of five years at an initial exercise price of $1.50. The purchase price for each Ordinary Share and the corresponding Warrant is $1.50. Each Warrant is subject to anti-dilution provisions to reflect stock dividends and splits, subsequent rights offerings or other similar transactions, but not as a result of future securities offerings at lower prices. Upon the occurrence of a Fundamental Transaction (as defined in the Warrants), the Warrants are subject to mandatory redemption for cash consideration equal to the Black Scholes Value (as defined in the Warrants) of such portion of such Warrant to be redeemed. The Company currently intends to use the net proceeds from the Offering for research and development and commercialization of blockchain software, cryptocurrency mining and for working capital and general corporate purposes. The Offering closed on July 20, 2021. The Company entered into a placement agency agreement dated July 16, 2021 with Maxim Group LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent $5,000 for non-accountable expenses and up to $40,000 for the reasonable and accounted fees and expenses of legal counsel. 2. Private placements On September 16, 2021, the “Company” entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 14,152,000 units (the “Units”), each Unit consisting of one ordinary share of the Company, no par value (“Share”) and three warrants to purchase one Share each (“Warrant”) with an initial exercise price of $0.8875 per Share, at a price of $0.71 per Unit, for an aggregate purchase price of approximately $10.05 million (the “Offering”). The net proceeds to the Company from such Offering will be approximately $10 million and shall be used by the Company for working capital and general corporate purposes. The Warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $0.8875 per Share, for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five and a half (5.5) years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions. On October 7, 2021, the Offering consummated when all the closing conditions of the SPA have been satisfied and the Company issued 14,152,000 Units to the Purchasers pursuant to the SPA. On October 14, 2021, the Company entered into certain unit securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to sell an aggregate of 15,814,652 units, each Unit consisting of one ordinary share of the Company, no par value and three warrants to purchase one Share each with an initial exercise price of $0.875 per Share, at a price of $0.70 per Unit, for an aggregate purchase price of approximately $11.07 million (the “October Units Offering”). The Warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $0.875 per Share, for cash. The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five and a half (5.5) years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions. On October 14, 2021, the Company entered into certain ordinary shares securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to sell an aggregate of 4,000,000 Shares at a price of $0.57 per Share, for an aggregate purchase price of approximately US$2.28 million (the “October Shares Offering”). On November 5, 2021, the October Units Offering and October Shares Offering consummated when all the closing conditions of the Unit SPA and the SPA have been satisfied and the Company issued the Units and Shares to the Purchasers. On November 5, 2021, the Company entered into certain unit securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to sell an aggregate of 27,740,512 units, each Unit consisting of one ordinary share of the Company, no par value (“Share”) and three warrants to purchase one Share each with an initial exercise price of $1.05 per Share, at a price of $0.875 per Unit, for an aggregate purchase price of approximately $24.27 million (the “November Units Offering”). The Warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $0.875 per Share, for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five and a half (5.5) years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principle of consolidation | (a) Basis of presentation and principle of consolidation |
Consolidation of Variable Interest Entity | (b) Consolidation of Variable Interest Entity Material terms of the Hunan MYT VIE Agreements and 39Pu VIE Agreements are described below: Exclusive Business Cooperation Agreement Pursuant to the Exclusive Business Cooperation Agreements, Shanghai MYT and 39Pu each provides Hunan MYT with technical support, consulting services and management services on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, Hunan MYT and 39Pu each granted an irrevocable and exclusive option to Shanghai MYT to purchase from each of Hunan MYT and 39Pu, any or all of Hunan MYT’s and 39Pu assets at the lowest purchase price permitted under the PRC laws. Should Shanghai MYT exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to Hunan MYT and 39Pu by Shanghai MYT under the agreement, Shanghai MYT is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of Shanghai MYT based on the value of services rendered by Shanghai MYT and the actual income of Hunan MYT and 39Pu from time to time, which is substantially equal to all of the net income of Hunan MYT and 51% of net income of 39Pu, respectively. The Exclusive Business Cooperation Agreement shall remain in effect for ten years unless it is terminated by Shanghai MYT with 30-day prior written notice. Hunan MYT or 39Pu does not have the right to terminate the agreement unilaterally. Shanghai MYT may unilaterally extend the term of this agreement with prior written notice. Exclusive Option Agreement Under the Exclusive Option Agreement between Peng Fang and Shanghai MYT, irrevocably granted Shanghai MYT (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in Hunan MYT. The option price is equal to the capital paid in by Peng Fang subject to any appraisal or restrictions required by applicable PRC laws and regulations. Under the Exclusive Option Agreement between three shareholders of 39Pu and Shanghai MYT, the three shareholders irrevocably granted Shanghai MYT (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in 39Pu. The option price is equal to the capital paid in by the three shareholders subject to any appraisal or restrictions required by applicable PRC laws and regulations. The agreement remains effective for a term of ten years and may be renewed at Shanghai MYT’s election. Share Pledge Agreement Under the Share Pledge Agreement, Peng Fang and the three shareholders of 39Pu each pledged all of their equity interests in Hunan MYT and 39Pu to Shanghai MYT to guarantee the performance of Hunan MYT’s and 39Pu’s obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in any event of default, as set forth in the Share Pledge Agreement, including that Hunan MYT or Peng Fang, 39Pu or the three shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, Shanghai MYT, as pledgee, will be entitled to certain rights, including, but not limited to, the right to dispose of the pledged equity interest in accordance with applicable PRC laws. Shanghai MYT shall have the right to collect any and all dividends declared or generated in connection with the equity interest during the term of pledge. The Share Pledge Agreement shall be effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Hunan MYT and 39Pu, respectively. Shanghai MYT shall cancel or terminate the Share Pledge Agreement upon Hunan MYT’s and 39Pu’s full payment of fees payable under the Exclusive Business Cooperation Agreement. Timely Reporting Agreement To ensure Hunan MYT and 39Pu promptly provide all of the information that Shanghai MYT and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between Shanghai MYT, and Hunan MYT and 39Pu, respectively. Under the Timely Reporting Agreement, Hunan MYT and 39Pu each agreed that it is obligated to make its officers and directors available to the Company and promptly provide all information required by the Company so that the Company can file all necessary SEC and other regulatory reports as required. Although it is not explicitly stipulated in the Timely Reporting Agreement, the parties agreed its term shall be the same as that of the Exclusive Business Cooperation Agreement. Power of Attorney Under the Power of Attorney, Peng Fang and the three shareholders of 39Pu each authorized Shanghai MYT to act on her behalf as her exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under the laws of China and the Articles of Association of Hunan MYT and 39Pu, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Hunan MYT and 39Pu. Although it is not explicitly stipulated in the Power of Attorney, the term of the Power of Attorney shall be the same as the term of that of the Exclusive Option Agreement. This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as Peng Fang is a shareholder of Company. The VIE Agreements became effective immediately upon their execution. Material terms of the BTB VIE Agreements among BTB Qingdao, BTB Hunan, BTB Hunan Digital and their shareholders are identical to those of Hunan MYT VIE Agreements. VIE is an entity that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Shanghai MYT is deemed to have a controlling financial interest and be the primary beneficiary of Hunan MYT and 39Pu, because it has both of the following characteristics: 1. power to direct activities of a VIE that most significantly impact the entity’s economic performance, and 2. obligation to absorb losses of the entity that could potentially be significant to the VIE or right to receive benefits from the entity that could potentially be significant to the VIE. Pursuant to the VIE Agreements, Hunan MYT and 39Pu pay service fees equal to 100% and 51% of its net income to Shanghai MYT, respectively. At the same time, Shanghai MYT is entitled to receive 100% and 51% of expected residual returns from Hunan MYT and 39Pu, respectively. The VIE Agreements are designed so that Hunan MYT and 39Pu operate for the benefit of the Company. Accordingly, the accounts of Hunan MYT are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in the Company’s consolidated financial statements. In addition, as all of these VIE agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Company’s ability to enforce these VIE agreements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Company is unable to enforce these VIE agreements, it may not be able to exert effective control over Hunan MYT or 39Pu and its ability to conduct its business may be materially and adversely affected. All of the Company’s main current operations are conducted through Hunan MYT since November 2018, and through 39Pu since October 2019. Current regulations in China permit Hunan MYT and 39Pu to pay dividends to the Company only out of their accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of Hunan MYT and 39Pu to make dividends and other payments to the Company may be restricted by factors including changes in applicable foreign exchange and other laws and regulations. All of the Company’s main current operations are conducted through Hunan MYT since November 2018, and through 39Pu since October 2019. Current regulations in China permit Hunan MYT and 39Pu to pay dividends to the Company only out of their accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of Hunan MYT and 39Pu to make dividends and other payments to the Company may be restricted by factors including changes in applicable foreign exchange and other laws and regulations. The following financial statement balances and amounts only reflect the financial position and financial performances of the Company’s four VIEs, which were included in the consolidated financial statements as of and for the years ended June 30, 2021 and 2020: June 30, June 30, ASSETS Cash $ 1,781,565 $ 362,384 Short-term investments 2,526,328 2,266,069 Inventories 1,466,996 1,403,582 Loan due from a third party 12,580,671 2,222,191 Other current assets 685,955 292,917 Property and equipment, net 2,002,108 1,315,326 Deposits for plant, property and equipment 1,006,234 849,245 Right of use assets 1,165,172 553,904 Other noncurrent assets 89,482 159,434 Total Assets $ 23,304,511 $ 9,425,052 Due to BTB* $ 20,593,791 $ 7,270,932 Other current liabilities 1,614,750 885,515 Total Liabilities $ 22,208,541 $ 8,156,447 * Payable due to BTB is eliminated upon consolidation. For the Years Ended 2021 2020 2019 Revenue $ 5,711,681 $ 865,705 $ 401,814 Net loss (435,524 ) (1,590,339 ) (724,687 ) |
Use of estimates | (c) Use of estimates |
Segment reporting | (d) Segment reporting In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. For the year ended June 30, 2021, the Company has three operating business lines, including retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT, dark tea distribution business by 39Pu and planned blockchain business to be conducted by Hunan BTB. Based on management’s assessment, the Company has determined that the three operating business lines are three operating segments as defined by ASC 280. For the year ended June 30, 2020, the Company has two operating business lines, including retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT, dark tea distribution business by 39Pu. Based on management’s assessment, the Company has determined that the two operating business lines are two operating segments as defined by ASC 280. |
Foreign currency translation | (e) Foreign currency translation The Company’s financial statements are presented in the U.S. dollar (US$), which is the Company’s reporting currency and functional currency. The Company’s subsidiaries in the PRC use Renminbi (“RMB”) as their functional currencies. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income. In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income. |
Fair value measurement | (f) Fair value measurement The Company has adopted ASC Topic 820, Fair Value Measurement and Disclosure, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. As of June 30, 2021 and 2020, the carrying value of financial items of the Company including cash and cash equivalents, trade receivables, loan due from third parties, due from a related party, other receivables, trade payables and other payables approximate their fair values due to their short-term nature and are classified within Level 1 of the fair value hierarchy. Short-term investments are held to their maturities and are carried at cost, which approximates fair value. The inputs used to measure the estimated fair value of warrants are classified as Level 3 fair value measurement due to the significance of unobservable inputs using company-specific information. The valuation methodology used to estimate the fair value of warrant liabilities is discussed in Note 14. As of June 30, 2021, the Company’s warrant liabilities were comprised of private placement warrants relating to a private placement closed on November 21, 2017 (“private placement warrants”), and the warrants issued to the agent for the registered direct offering on May 24, 2019 (“placement agent warrants”) (Note 14), at the fair value of $27,339, and $38,237, respectively. As of June 30, 2020, the fair value of private placement warrants, registered direct offering warrants and placement agent warrants were $142,092, $895,663, and $112,662, respectively. |
Cash and cash equivalents | (g) Cash and cash equivalents Cash and cash equivalents consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use the Company maintained accounts at banks. |
Short-term investments | (h) Short-term investments Short-term investments consist primarily of investments in financial products with variable return rate and maturities between three months and one year. Short-term investments are held to their maturities and are carried at cost, which approximates fair value. |
Trade receivables | (i) Trade receivables Trade receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if 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. The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as at June 30, 2021 and 2020. |
Inventories | (j) Inventories |
Property and equipment | (k) Property and equipment Property, plant and equipment are recorded at cost. The cost of an item of property and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating the manner intended by management. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method with residual value rate of 5% over the estimated useful lives as follows: Electronic equipment 5 years Office equipment 5 – 10 years Vehicles 10 years Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations. |
Intangible assets | (l) Intangible assets Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method with residual value rate of 5% based on their estimated useful lives as follows: Trademark 10 years The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Impairment of long-lived assets | (m) Impairment of long-lived assets The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows, usually at the store level. The carrying amount of a long-lived asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. If the asset is determined not to be recoverable, then it is considered to be impaired and the impairment to be recognized is the amount by which the carrying amount of the asset exceeds the fair value of the asset, determined using discounted cash flow valuation techniques, as defined in ASC 360, Property, Plant, and Equipment. The Company determined the sum of the undiscounted cash flows expected to result from the use of the asset by projecting future revenue and operating expense for each store under consideration for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions. The Company’s evaluation resulted in no long-lived asset impairment charges during the years ended June 30, 2021, 2020 and 2019. |
Investment in an equity investee | (n) Investments in equity investees |
Revenue recognition | (o) Revenue recognition The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) beginning on July 1, 2018 using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Company’s consolidated financial statements upon adoption of ASC 606. In according with ASC 606, revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The Company generated revenues primarily from sales of tea products, beverages and light meals in its tea shop chains by Hunan MYT which commenced in November 2018, and from sales of dark tea products by 39Pu which commenced in October 2019. Sales of tea products, beverages and light meals in retail shop chains by Hunan MYT Customers place order and pay for tea products, beverage drinks and light meals in the Company’s tea shop chains. Revenues are recognized at the point of delivery to customers. Customers that purchase prepaid cards are issued additional points for free at the time of purchase. Cash received from the sales of prepaid vouchers are recognized as unearned income. Consideration collected for prepaid cards is equally allocated to each point as an element, including the points issued for free, to determine the transaction price for each point. The allocated transaction price are recognized as revenues upon the redemption of the points for purchases. Sales of dark tea products by 39Pu The Company identifies a single performance obligation from contracts. The Company recognizes revenues on a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods, subject to inventory risks and has the discretion in establishing prices. The transaction fees are fixed. Payments received in advance from customers are recorded as “advance from customers” in the consolidated balance sheets. Advance from customers is recognized as revenue when the Company delivers the courses to its customers. Such advance payment received are non-refundable. In cases where fees are collected after the sales, revenue and accounts receivable are recognized upon delivery of products to the Company. Disaggregation of revenue The Company disaggregates its revenue from contracts by segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the years ended June 30, 2021, 2020 and 2019 is as follows: For the Years Ended 2021 2020 2019 Sales of tea products, beverages and light meals in retail shop chains $ 358,515 $ 448,000 $ 401,814 Sales of dark tea products 5,353,166 417,705 - $ 5,711,681 $ 865,705 $ 401,814 |
Income taxes | (p) Income taxes The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company did not have unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of June 30, 2021. As of June 30, 2021, income tax returns for the tax years ended December 31, 2016 through December 31, 2020 remain open for statutory examination by PRC tax authorities. |
Income (loss) per share | (q) Income (loss) per share |
Comprehensive income (loss) | (r) Comprehensive income (loss) Comprehensive income (loss) includes net income (loss) and other comprehensive foreign currency adjustments income. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive income (loss). Accumulated other comprehensive (loss) income, as presented on the consolidated balance sheets are the cumulative foreign currency translation adjustments. |
Commitments and contingencies | (s) Commitments and contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450 Subtopic 20, “Loss Contingencies”, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. |
Share-based payments | (t) Share-based payments Share-based awards granted to the Company’s employees and non-employees are measured at fair value on grant date and measurement date, respectively, and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair value of restricted shares is determined with reference to the fair value of the underlying shares. At each date of measurement, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including but not limited to the fair value of the equity value of the Company, expected life, expected volatility and expected forfeiture rates. The Company is required to consider many factors and make certain assumptions during this assessment. If any of the assumptions used to determine the fair value of the share-based awards changes significantly, share-based compensation expense may differ materially in the future from that recorded in the current reporting period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company for accounting purposes. |
Leases | (u) Leases The Company adopted ASU 2016-02, Leases (Topic 842), on July 1, 2019, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of June 30, 2021. |
Discontinued operation | (v) Discontinued operation In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. The Company disposed of its manufacturing and sales of organic compounds segment in April 2019, which met all the conditions required in order to be classified as a discontinued operation (Note 1). Accordingly, the operating results of the manufacturing and sales of organic compounds segment are reported as a gain from discontinued operations in the accompanying consolidated financial statements for all periods presented. For additional information, see Note 4, “Disposal of ELITE”. |
Asset acquisition | (w) Asset acquisition The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to transfer costs of ownership of tea shops is charged to general and administrative expenses at the acquisition date. |
Business combination | (x) Business combination The Company accounted for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. |
Goodwill | (y) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity or business as a result of the Company’s acquisitions of interests in its subsidiary. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the two-step quantitative impairment test, the first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit. For the years ended June 30, 2021, 2020 and 2019, the Company did not provide impairment charge against goodwill. |
Non-controlling interest | (z) Non-controlling interest Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company. |
Recently announced accounting standards | (aa) Recently announced accounting standards In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326)”, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued ASU No.2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, in May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, and in November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, and ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, to provide further clarifications on certain aspects of ASU No. 2016-13 and to extend the nonpublic entity effective date of ASU No. 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022, and the Company is in the process of evaluating the potential effect on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The specific areas of potential simplification in this Update were submitted by stakeholders as part of the Simplification Initiative. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company expects that the adoption of this ASU will not have a material impact on its financial statements. The Company believes that other recent accounting pronouncement updates will not have a material effect on the Company’s financial statements. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements | Name Background Ownership Delta Technology Holdings USA Inc. ● A US company 100% owned by the Company NTH BVI ● A BVI company 100% owned by the Company BTB HK ● A Hong Kong company 100% owned by BTB NY NTH HK ● A Hong Kong company 100% owned by NTH BVI BTB WFOE ● A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) WOFE, 100% owned by BTB HK Shanghai MYT ● A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) WOFE, 100% owned by NTH HK Qingdao BTB ● A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) WOFE, 100% owned by NTH HK BTB Hunan ● A PRC limited liability company 100% VIE of BTB WFOE BTB Digital Hunan ● A PRC limited liability company 100% VIE of BTB WFOE Hunan MYT ● A PRC limited liability company 100% VIE of Shanghai MYT 39Pu ● A PRC limited liability company 51% VIE of Shanghai MYT |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of consolidation of variable interest entity | June 30, June 30, ASSETS Cash $ 1,781,565 $ 362,384 Short-term investments 2,526,328 2,266,069 Inventories 1,466,996 1,403,582 Loan due from a third party 12,580,671 2,222,191 Other current assets 685,955 292,917 Property and equipment, net 2,002,108 1,315,326 Deposits for plant, property and equipment 1,006,234 849,245 Right of use assets 1,165,172 553,904 Other noncurrent assets 89,482 159,434 Total Assets $ 23,304,511 $ 9,425,052 Due to BTB* $ 20,593,791 $ 7,270,932 Other current liabilities 1,614,750 885,515 Total Liabilities $ 22,208,541 $ 8,156,447 * Payable due to BTB is eliminated upon consolidation. For the Years Ended 2021 2020 2019 Revenue $ 5,711,681 $ 865,705 $ 401,814 Net loss (435,524 ) (1,590,339 ) (724,687 ) |
Schedule of property and equipment estimated useful lives | Electronic equipment 5 years Office equipment 5 – 10 years Vehicles 10 years Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets |
Schedule of intangible assets | Trademark 10 years |
Schedule of revenue recognition | For the Years Ended 2021 2020 2019 Sales of tea products, beverages and light meals in retail shop chains $ 358,515 $ 448,000 $ 401,814 Sales of dark tea products 5,353,166 417,705 - $ 5,711,681 $ 865,705 $ 401,814 |
Disposal of Elite (Tables)
Disposal of Elite (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of income from operations classified as discontinued operations | For the Years Ended 2021 2020 2019 Discontinued Operations: Revenue $ - $ - $ 20,115,554 Cost of revenues - - (19,692,138 ) Selling expenses - - (1,501,110 ) General and administrative expenses - - (1,417,608 ) Allowance for doubtful accounts and obsolescence stock - - (6,721,854 ) Other expenses, net - - (140,264 ) Income tax benefits - - - Net gain from discontinued operations - - 37,845,726 Net income (loss) from discontinued operations $ - $ - $ 28,488,305 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair value of assets acquired | Fair value Inventories $ 47,340 Property and equipment, net 324,203 Teashop rental contracts 202,980 Transfer costs* 11,790 $ 586,313 |
Acquisition of 39PU (Tables)
Acquisition of 39PU (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Business Combination Others Abstract [Abstract] | |
Schedule of estimated fair values for major classes of assets acquired and liabilities | Fair value ASSETS Net tangible assets $ 3,509,468 Goodwill 9,573,081 Foreign exchange adjustments 102,867 Less: Noncontrolling interests (5,675,416 ) Total purchase consideration $ 7,510,000 Including: initial investment 5,800,000 earn-out payment 1,710,000 |
Schedule of reconciliation of the fair value of major classes of assets acquired and liabilities | Fair value Carrying amounts of major classes of acquired assets Cash $ 29,728 Short-term investments 1,447,775 Inventories 1,352,379 Property and equipment, net 716,811 Other assets 243,645 Total assets 3,790,338 Less: total liabilities (280,870 ) Net tangible assets $ 3,509,468 |
Schedule of finalization of the purchase price allocation | Urban Tea 39Pu Pro Forma Financial Data Revenue $ 865,705 $ 119,028 $ 984,733 Cost of revenues (508,462 ) (54,946 ) (563,408 ) Gross profit 357,243 64,082 421,325 Total operating expenses (2,813,636 ) (119,086 ) (2,932,722 ) Total other income, net 333,966 546,050 880,016 Net loss before income taxes (2,122,427 ) 491,046 (1,631,381 ) Income tax expenses - - - Net loss (2,122,427 ) 491,046 (1,631,381 ) Less: Net loss attributable to non-controlling interests 15,827 - 15,827 Net (loss) income attributable to BIT BROTHER LTD (fka URBAN TEA, INC.)’s Shareholders $ (2,106,600 ) $ 491,046 $ (1,615,554 ) (Loss) income per share- basic and diluted $ (0.06 ) $ - $ (0.05 ) Weighted Average Shares Outstanding-Basic and Diluted 33,227,331 - 33,227,331 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | June 30, June 30, Merchant products $ 1,045,478 $ 968,642 Raw materials 10,136 18,542 Packaging and other supplies 367,622 376,394 Other products 43,760 40,004 1,466,996 1,403,582 Less: inventory write-down - - $ 1,466,996 $ 1,403,582 |
Loans Due From Third Parties (T
Loans Due From Third Parties (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Loans Due From Third Party [Abstract] | |
Schedule of loans due from third parties | June 30, June 30, Sichuan Senmiao Ronglian Technology Co, Ltd. (“Senmiao Ronglian”) (a) $ 278,740 $ 2,222,191 Qingdao Gangganghao Technology Co., Ltd. (b) 3,623,076 - Qingdao Honghuanglv Media Co., Ltd. (b) 619,329 - Qingdao Xiaohuangbei Technology Co., Ltd. (b) 4,722,386 - Qingdao Dabutong Network Technology Co., Ltd. (b) 3,337,140 - Hunan Peiyuan Media Co., Ltd. (b) 3,000,000 - Li Xian (b) 1,000,000 - Lu Hongwen (b) 714,027 - $ 17,294,698 $ 2,222,191 (a) The Company purchased short-term investments of $1,148,930 in April 2019, and acquired short-term investments of $1,177,653 from the acquisition of 39Pu, both of which were investments in Senmiao Ronglian, which was a variable interest entity of Senmiao Technology Ltd, a US listed company, and operated peer-to-peer marketplace. In October 2019, Senmiao Ronglian disposed of the peer-to-peer marketplace, and the Company’s short-term investments became a loan due from Sichuan Ronglian as of June 30, 2021 and 2020. The Company assessed the payment ability of Senmiao Ronglian and did not provide allowance against the balance as of June 30, 2021 and 2020. (b) During March 31, 2021 through June 15, 2021, the Company entered into certain loan agreements of approximately $16.7 million with seven customers for which the Company planned to provide blockchain business. The loans bear fixed interest rates were 6.7% per annum, and all matured on December 30, 2021. For the years ended June 30, 2021 and 2020, the Company accrued interest income of $79,889 and $ nil |
Investment in an Equity Inves_2
Investment in an Equity Investee (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Investment In An Equity Investee [Abstract] | |
Schedule of investment in an equity investee | June 30, June 30, Urban Tea Management Inc. (“Meno”) $ 310,000 $ 210,000 Guokui Management Inc. (“Guokui”) 320,000 - Chuangyeying Brand Management Co., Ltd. (“CYY”) 394,822 - Store Master Food Trading Co., Ltd. (“Store Master”) 714,478 - Less: Share of results of equity investees (182,287 ) (22,245 ) $ 1,557,013 $ 187,755 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, June 30, Building $ 864,843 $ 790,605 Office equipment 944,040 618,323 Electronic equipment 26,637 51,526 Vehicles 190,704 25,200 Leasehold improvements 944,100 573,937 Less: accumulated depreciation (968,216 ) (744,265 ) $ 2,002,108 $ 1,315,326 |
Deposits for Property and Equ_2
Deposits for Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Deposits Of Property And Equipment Disclosure [Abstract] | |
ScheduleOfDepositsOfPropertyAndEquipmentTableTextBlock | June 30, June 30, Deposits for leasehold improvements (1) $ 1,005,234 $ 849,245 Deposits for mining equipment (2) 8,630,005 - $ 9,635,239 $ 849,245 (1) The deposits for leasehold improvements mainly represented the deposits for lease improvements of the Company’s research and development center which was delayed as a result of outbreak of COVID-19, and is expected to complete in December 2021. (2) The deposits for mining equipment was mainly for the deposits for cryptocurrency miners as the Company planned to launch its blockchain business. |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Leases Of Lessee Disclosures [Abstract] | |
Schedule of operating lease related assets and liabilities | June 30, June 30, Rights of use lease assets $ 1,165,172 $ 553,904 Operating lease liabilities, current 263,023 315,259 Operating lease liabilities, noncurrent 827,086 310,098 Total operating lease liabilities $ 1,090,109 $ 625,357 |
Schedule of weighted average remaining lease terms and discount rates | June 30, June 30, Remaining lease term and discount rate Weighted average remaining lease term (years) 6.40 3.30 Weighted average discount rate 4.75 % 4.75 % |
Schedule of maturities of lease liabilities | Twelve months ended June 30, Lease payment 2022 $ 310,616 2023 165,750 2024 156,186 2025 151,736 2026 and thereafter 585,266 Total lease payments 1,369,554 Less: imputed interest (279,445 ) Present value of lease liabilities $ 1,090,109 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants activity | Number of Weighted Expiration Balance of warrants outstanding as of July 1, 2018 35,973 5 years December 18, 2022 Grants of registered direct offering warrants 180,942 5 years May 23, 2024 Grants of placement agent warrants 22,760 5 years May 23, 2024 Balance of warrants outstanding as of June 30, 2019 239,675 4.68 years Balance of warrants outstanding as of June 30, 2020 239,675 3.67 years Exercise of direct offering warrants (179,942 ) Grants of registered direct offering warrants 6,950,000 5.5 years October 29, 2026 Grants of placement agent warrants 11,392,464 5.5 years October 19, 2026 Balance of warrants outstanding as of June 30, 2021 18,402,197 5.31 years |
Schedule of key assumption used in estimates | June 30, June 30, Terms of warrants 1.39 years 2.39 years Exercise price 13.1 13.1 Risk free rate of interest 0.46 % 0.29 % Dividend yield 0.00 % 0.00 Annualized volatility of underlying stock 164.26 % 174.05 % On May 24, On June 30, On June 30, On June 30, Terms of warrants 5 years 4.9 years 3.9 years 2.9 years Exercise price 1.86 1.86 0.51 0.51 Risk free rate of interest 2.77 % 2.77 % 0.29 % 0.46 % Dividend yield 0.00 % 0.00 % 0.00 0.00 Annualized volatility of underlying stock 189.72 % 187.99 % 174.05 % 164.26 % On April 30, Terms of warrants 5.5 years Exercise price 3.60 Risk free rate of interest 0.46 % Dividend yield 0.00 % Annualized volatility of underlying stock 55.87 % On April 20, Terms of warrants 5.5 years Exercise price 4.65 Risk free rate of interest 0.46 % Dividend yield 0.00 % Annualized volatility of underlying stock 57.02 % |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted loss per common share | For the Years Ended 2021 2020 2019 Net (loss) income attributable to Bit Brother Ltd’s (fka Urban Tea, Inc.) Shareholders $ (8,132,886 ) $ (2,106,600 ) $ 27,555,442 Net loss from continuing operations $ (8,132,886 ) $ (2,106,600 ) $ (932,863 ) Net income (loss) from discontinued operations $ - $ - $ 28,488,305 Weighted Average Shares Outstanding-Basic and Diluted 10,151,051 3,322,733 1,805,515 (Loss) income per share- basic and diluted $ (0.8 ) $ (0.6 ) $ 15.3 Net loss per share from continuing operations – basic and diluted $ (0.8 ) $ (0.6 ) $ (0.5 ) Net income (loss) per share from discontinued operations – basic and diluted $ - $ - $ 15.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes | For the Years Ended 2021 2020 2019 Current income tax expenses $ 145,541 $ - $ - Deferred income tax expenses - - - Income tax expenses $ 145,541 $ - $ - |
Schedule of reconciliation of the statutory tax rate to the effective tax rate | For the Years Ended 2021 2020 2019 PRC statutory income tax rate 25 % 25 % 25 % Effect of different tax rates available to different jurisdictions (15.2 )% (1.0 )% 10.6 % Effect of non-deductible expenses (0.1 )% (0.3 )% (0.2 )% Effect of change in valuation allowance and others (11.6 )% (23.7 )% (35.4 )% (1.9 )% $ 0 % $ 0 % |
Schedule of deferred tax assets | June 30, June 30, Net operating loss carrying forward $ 4,449,630 $ 3,512,414 Less: valuation allowance (4,449,630 ) (3,512,414 ) $ - $ - |
Segmeng Reporting (Tables)
Segmeng Reporting (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment operating performance measure | For the year ended June 30, 2021 Tea shop chains Distribution of dark tea products Blockchain business Unallocated Total Revenues $ 358,515 $ 5,353,166 $ - $ - $ 5,711,681 Operating expenses $ 992,884 $ 1,619,508 $ 63,949 $ 7,722,760 $ 10,399,101 Net income (loss) from continuing operations before income taxes $ (600,542 ) $ 328,751 $ 16,044 $ (7,641,725 ) $ (7,897,572 ) Net income (loss) $ (600,652 ) $ 183,210 $ 16,044 $ (7,641,725 ) $ (8,043,113 ) For the year ended June 30, 2020 Tea shop chains Distribution of dark tea products Unallocated Total Revenues $ 448,000 $ 417,705 $ - $ 865,705 Operating expenses $ (1,594,906 ) $ (426,655 ) $ (792,075 ) $ (2,813,636 ) Net loss from continuing operations before income taxes $ (1,558,038 ) $ (32,301 ) $ (532,088 ) $ (2,122,427 ) Net loss $ (1,558,038 ) $ (16,474 ) $ (532,088 ) $ (2,106,600 ) For the year ended June 30, 2019 Tea shop chains Distribution of dark tea products Unallocated Total Revenues $ 401,814 $ - $ - $ 401,814 Operating expenses $ (2,202,161 ) $ - $ - $ (2,202,161 ) Net loss from continuing operations before income taxes $ (932,863 ) $ - $ - $ (932,863 ) Net income from discontinued operations before income taxes $ 28,488,305 $ - $ - $ 28,488,305 Net income $ 27,555,442 $ - $ - $ 27,555,442 |
Organization and Principal Ac_3
Organization and Principal Activities (Details) - USD ($) | Jan. 12, 2021 | Aug. 25, 2020 | Oct. 02, 2019 | Apr. 13, 2019 | Feb. 09, 2019 | Aug. 26, 2020 | Oct. 28, 2019 | Aug. 28, 2018 | Mar. 29, 2019 |
Organization and Principal Activities (Details) [Line Items] | |||||||||
Reverse Stock Split | the Company’s board approved a 1 for 10 reverse split of its ordinary shares (the “Reverse Split”), which became effective on August 27, 2020, | On August 26, 2020, the Company’s board of directors approved a 1 for 10 reverse split of its ordinary shares. | |||||||
Purchase Agreement [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Disposal purchase elite in exchange | $ 1,750,000 | ||||||||
British Virgin Islands Corporation [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Stock issued (in Shares) | 50,000 | ||||||||
Private placement offering ordinary shares (in Dollars per share) | $ 1 | ||||||||
Delta Advanced Materials Limited [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Percentage of owned subsidiary | 100.00% | ||||||||
EliteRideLimitedMember | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Percentage of owned subsidiary | 100.00% | ||||||||
HG Capital Group Limited [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Disposal purchase elite in exchange | $ 1,750,000 | ||||||||
39Pu VIE Agreements [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Equity interest percentage | 51.00% | ||||||||
Cash paid for consideration | $ 700,000 | $ 2,400,000 | $ 2,400,000 | ||||||
Share value for consideration (in Shares) | 1,000,000 | 10,000,000 | |||||||
Additional cash consideration | $ 600,000 | ||||||||
Additional share value amount (in Shares) | 400,000 |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of consolidated financial statements | 12 Months Ended |
Jun. 30, 2021 | |
Delta Technology Holdings USA Inc [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A US company Incorporated on May 22, 2018 A holding company |
Ownership, description | 100% owned by the Company |
NTH BVI [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A BVI company Incorporated on August 28, 2018 A holding company |
Ownership, description | 100% owned by the Company |
BTB HK [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A Hong Kong company Incorporated on July 10, 2020 A holding company |
Ownership, description | 100% owned by BTB NY |
NTH HK [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A Hong Kong company Incorporated on September 11, 2018 A holding company |
Ownership, description | 100% owned by NTH BVI |
BTB WFOE [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) Incorporated on May 25, 2021 Registered capital of $800 million A holding company |
Ownership, description | WOFE, 100% owned by BTB HK |
Shanghai MYT [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) Incorporated on October 19 Registered capital of $1 million A holding company |
Ownership, description | WOFE, 100% owned by NTH HK |
Qingdao BTB [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC company and deemed a wholly foreign owned enterprise (“WOFE”) Incorporated on March 22, 2021 Registered capital of $800 million A holding company |
Ownership, description | WOFE, 100% owned by NTH HK |
BTB Hunan [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC limited liability company Incorporated on May 13, 2021 Registered capital of $7,749,761 (RMB 50 million) Engaged in specialty blockchain business |
Ownership, description | 100% VIE of BTB WFOE |
BTB Digital Hunan [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC limited liability company Incorporated on May 20, 2021 Registered capital of $7,768,450 (RMB 50 million) Engaged in specialty blockchain business |
Ownership, description | 100% VIE of BTB WFOE |
Hunan MYT [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC limited liability company Incorporated on October 17, 2018 Registered capital of $4,330,590 (RMB 30 million) Engaged in specialty tea product distribution and retail business by provision of high-quality tea beverages in its tea shop chain |
Ownership, description | 100% VIE of Shanghai MYT |
39Pu [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Background, description | A PRC limited liability company Incorporated on April 14, 2011 Registered capital of $3,522,424 (RMB 20.9 million) with registered capital fully paid-up Engaged in dark tea distribution |
Ownership, description | 51% VIE of Shanghai MYT |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | May 24, 2019 | Apr. 20, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair value of warrants | $ (275,055) | $ (282,232) | $ (1,088,443) | ||
Income taxes benefit, percentage | 50.00% | ||||
Hunan MYT [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Service fee, Percentage | 100.00% | ||||
39Pu [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Service fee, Percentage | 51.00% | ||||
Property and equipment [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Residual value rate, percentage | 5.00% | ||||
Private Placement [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair value of warrants | $ 5,213,951 | $ 27,339 | $ 142,092 | ||
Registered direct offering warrants [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair value of warrants | 38,237 | 895,663 | |||
Placement Agent Warrants [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair value of warrants | $ 246,718 | $ 38,237 | $ 112,662 | $ 137,243 | |
Intangible assets [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Residual value rate, percentage | 5.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of consolidation of variable interest entity - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | ||
ASSETS | ||||
Cash | $ 1,781,565 | $ 362,384 | ||
Short-term investments | 2,526,328 | 2,266,069 | ||
Inventories | 1,466,996 | 1,403,582 | ||
Loan due from a third party | 12,580,671 | 2,222,191 | ||
Other current assets | 685,955 | 292,917 | ||
Property and equipment, net | 2,002,108 | 1,315,326 | ||
Deposits for plant, property and equipment | 1,006,234 | 849,245 | ||
Right of use assets | 1,165,172 | 553,904 | ||
Other noncurrent assets | 89,482 | 159,434 | ||
Total Assets | 23,304,511 | 9,425,052 | ||
Due to BTB | [1] | 20,593,791 | 7,270,932 | |
Other current liabilities | 1,614,750 | 885,515 | ||
Total Liabilities | 22,208,541 | 8,156,447 | ||
Revenue | 5,711,681 | 865,705 | $ 401,814 | |
Net loss | $ (435,524) | $ (1,590,339) | $ (724,687) | |
[1] | Payable due to BTB is eliminated upon consolidation. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives | 12 Months Ended |
Jun. 30, 2021 | |
Electronic equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Over the shorter of lease term or the estimated useful lives of the assets |
Minimum [Member] | Office equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Office equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets | 12 Months Ended |
Jun. 30, 2021 | |
Trademark [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | |
Trademark | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of revenue recognition - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of revenue recognition [Abstract] | |||
Sales of tea products, beverages and light meals in retail shop chains | $ 358,515 | $ 448,000 | $ 401,814 |
Sales of dark tea products | 5,353,166 | 417,705 | |
Total | $ 5,711,681 | $ 865,705 | $ 401,814 |
Risks (Details)
Risks (Details) - Jun. 30, 2021 | USD ($) | CNY (¥) |
Risks (Details) [Line Items] | ||
Deposited with a bank | $ 19,400,000 | |
Insured amount | 250,000 | ¥ 500,000 |
Cash deposit | 4,900,000 | |
Mainland China [Member] | ||
Risks (Details) [Line Items] | ||
Deposited with a bank | 1,800,000 | |
Insured amount | $ 77,400 |
Disposal of Elite (Details)
Disposal of Elite (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Apr. 13, 2019 | Feb. 09, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Cash purchase Price | $ 1,750,000 | ||
Assets relevant for sale carrying value | $ 54,200,000 | ||
Liabilities held for sale | 86,200,000 | ||
Cumulative translation adjustment relevant to sale | $ 4,000,000 | ||
Net gain from disposal of discontinued operation | $ 37,800,000 |
Disposal of Elite (Details) - S
Disposal of Elite (Details) - Schedule of major classes of income from operations classified as discontinued operations - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Discontinued Operations: | |||
Revenue | $ 20,115,554 | ||
Cost of revenues | (19,692,138) | ||
Selling expenses | (1,501,110) | ||
General and administrative expenses | (1,417,608) | ||
Allowance for doubtful accounts and obsolescence stock | (6,721,854) | ||
Other expenses, net | (140,264) | ||
Income tax benefits | |||
Net gain from discontinued operations | 37,845,726 | ||
Net income (loss) from discontinued operations | $ 28,488,305 |
Asset Acquisition (Details)
Asset Acquisition (Details) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Business Combinations [Abstract] | |
Total cash consideration | $ 586,313 |
Asset Acquisition (Details) - S
Asset Acquisition (Details) - Schedule of fair value of assets acquired | Jun. 30, 2021USD ($) | |
Schedule of fair value of assets acquired [Abstract] | ||
Inventories | $ 47,340 | |
Property and equipment, net | 324,203 | |
Teashop rental contracts | 202,980 | |
Transfer costs | 11,790 | [1] |
Fair value of assets acquired | $ 586,313 | |
[1] | the transfer cost was charged to expenses at the acquisition date. |
Acquisition of 39PU (Details)
Acquisition of 39PU (Details) - USD ($) | Oct. 02, 2019 | Jun. 30, 2020 |
Business Combination Others Abstract [Abstract] | ||
Cash consideration, description | the Company completed the acquisition of 51% equity interest in 39Pu, which is engaged in the distribution of dark tea and based in Hunan Province, China. Under the terms of the purchase agreement, the consideration was comprised of cash consideration of $2.4 million and share consideration of 1,000,000 Ordinary Shares, at a per share price of $0.34. In addition, a contingent cash consideration of $0.6 million and a share consideration of 400,000 ordinary shares will be delivered to the three shareholders according to the earn-out payment based on the financial performance of 39Pu in its next fiscal years. On October 17 and 28, 2019, the Company paid the share consideration of 7000,000 Ordinary Shares, which consists of share consideration of 400,000 ordinary shares and 300,000 ordinary shares as cashless settlement of $0.6 million at per unit cost of $5 per share.As of December 31, 2020, 39Pu’s met financial performance requirement for the 12 months from January 1, 2020 through December 31, 2020, accordingly for the three months ended December 31, 2019 not reaching the earn-out payment condition. In addition, due to the effects of COVID-19, the financial performance of 39Pu for the year ended June 30, 2020 did not meet the earn-out payment condition. | |
Exchange rate (in Dollars per share) | $ 7.1489 | |
Income from operations | $ 417,705 | |
Comprehensive income (loss) | $ 32,301 |
Acquisition of 39PU (Details) -
Acquisition of 39PU (Details) - Schedule of estimated fair values for major classes of assets acquired and liabilities | 12 Months Ended |
Jun. 30, 2021USD ($) | |
ASSETS | |
Net tangible assets | $ 3,509,468 |
Goodwill | 9,573,081 |
Foreign exchange adjustments | 102,867 |
Less: Noncontrolling interests | (5,675,416) |
Total purchase consideration | 7,510,000 |
Including: initial investment | 5,800,000 |
earn-out payment | $ 1,710,000 |
Acquisition of 39PU (Details)_2
Acquisition of 39PU (Details) - Schedule of reconciliation of the fair value of major classes of assets acquired and liabilities | Oct. 02, 2019USD ($) |
Carrying amounts of major classes of acquired assets | |
Cash | $ 29,728 |
Short-term investments | 1,447,775 |
Inventories | 1,352,379 |
Property and equipment, net | 716,811 |
Other assets | 243,645 |
Total assets | 3,790,338 |
Less: total liabilities | (280,870) |
Net tangible assets | $ 3,509,468 |
Acquisition of 39PU (Details)_3
Acquisition of 39PU (Details) - Schedule of finalization of the purchase price allocation | 12 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Urban Tea [Member] | |
Acquisition of 39PU (Details) - Schedule of finalization of the purchase price allocation [Line Items] | |
Revenue | $ 865,705 |
Cost of revenues | (508,462) |
Gross profit | 357,243 |
Total operating expenses | (2,813,636) |
Total other income, net | 333,966 |
Net loss before income taxes | (2,122,427) |
Income tax expenses | |
Net loss | (2,122,427) |
Less: Net loss attributable to non-controlling interests | 15,827 |
Net (loss) income attributable to BIT BROTHER LTD (fka URBAN TEA, INC.)’s Shareholders | $ (2,106,600) |
(Loss) income per share- basic and diluted (in Dollars per share) | $ / shares | $ (0.06) |
Weighted Average Shares Outstanding-Basic and Diluted (in Shares) | shares | 33,227,331 |
39Pu [Member] | |
Acquisition of 39PU (Details) - Schedule of finalization of the purchase price allocation [Line Items] | |
Revenue | $ 119,028 |
Cost of revenues | (54,946) |
Gross profit | 64,082 |
Total operating expenses | (119,086) |
Total other income, net | 546,050 |
Net loss before income taxes | 491,046 |
Income tax expenses | |
Net loss | 491,046 |
Less: Net loss attributable to non-controlling interests | |
Net (loss) income attributable to BIT BROTHER LTD (fka URBAN TEA, INC.)’s Shareholders | $ 491,046 |
(Loss) income per share- basic and diluted (in Dollars per share) | $ / shares | |
Weighted Average Shares Outstanding-Basic and Diluted (in Shares) | shares | |
Pro Forma Financial Data [Member] | |
Acquisition of 39PU (Details) - Schedule of finalization of the purchase price allocation [Line Items] | |
Revenue | $ 984,733 |
Cost of revenues | (563,408) |
Gross profit | 421,325 |
Total operating expenses | (2,932,722) |
Total other income, net | 880,016 |
Net loss before income taxes | (1,631,381) |
Income tax expenses | |
Net loss | (1,631,381) |
Less: Net loss attributable to non-controlling interests | 15,827 |
Net (loss) income attributable to BIT BROTHER LTD (fka URBAN TEA, INC.)’s Shareholders | $ (1,615,554) |
(Loss) income per share- basic and diluted (in Dollars per share) | $ / shares | $ (0.05) |
Weighted Average Shares Outstanding-Basic and Diluted (in Shares) | shares | 33,227,331 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of inventories [Abstract] | ||
Merchant products | $ 1,045,478 | $ 968,642 |
Raw materials | 10,136 | 18,542 |
Packaging and other supplies | 367,622 | 376,394 |
Other products | 43,760 | 40,004 |
Inventory Gross | 1,466,996 | 1,403,582 |
Less: inventory write-down | ||
Total | $ 1,466,996 | $ 1,403,582 |
Loans Due From Third Parties (D
Loans Due From Third Parties (Details) - USD ($) | 15 Months Ended | |||
Jun. 15, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 30, 2019 | |
Loans Due From Third Party [Abstract] | ||||
short-term investments | $ 1,148,930 | |||
Acquired short-term investments | $ 1,177,653 | |||
Loan agreement amount | $ 16,700,000 | |||
Loan bear fixed interest rate | 6.70% | |||
Accrued interest income | $ 79,889 |
Loans Due From Third Parties _2
Loans Due From Third Parties (Details) - Schedule of loans due from third parties - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | |||
Total | $ 17,294,698 | $ 2,222,191 | |
Sichuan Senmiao Ronglian Technology Co, Ltd. (“Senmiao Ronglian”) [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | 278,740 | 2,222,191 |
Qingdao Gangganghao Technology Co., Ltd. [Member[ | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 3,623,076 | |
Qingdao Honghuanglv Media Co., Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 619,329 | |
Qingdao Xiaohuangbei Technology Co., Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 4,722,386 | |
Qingdao Dabutong Network Technology Co., Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 3,337,140 | |
Hunan Peiyuan Media Co., Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 3,000,000 | |
Li Xian [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 1,000,000 | |
Lu Hongwen [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | $ 714,027 | |
[1] | The Company purchased short-term investments of $1,148,930 in April 2019, and acquired short-term investments of $1,177,653 from the acquisition of 39Pu, both of which were investments in Senmiao Ronglian, which was a variable interest entity of Senmiao Technology Ltd, a US listed company, and operated peer-to-peer marketplace. In October 2019, Senmiao Ronglian disposed of the peer-to-peer marketplace, and the Company’s short-term investments became a loan due from Sichuan Ronglian as of June 30, 2021 and 2020. The Company assessed the payment ability of Senmiao Ronglian and did not provide allowance against the balance as of June 30, 2021 and 2020. | ||
[2] | During March 31, 2021 through June 15, 2021, the Company entered into certain loan agreements of approximately $16.7 million with seven customers for which the Company planned to provide blockchain business. The loans bear fixed interest rates were 6.7% per annum, and all matured on December 30, 2021. For the years ended June 30, 2021 and 2020, the Company accrued interest income of $79,889 and $ nil |
Investment in an Equity Inves_3
Investment in an Equity Investee (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 | Sep. 23, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Investment in an Equity Investee (Details) [Line Items] | |||||
Investments aggregating value | $ 310,000 | $ 210,000 | |||
Cash | $ 681,252 | $ 400,000 | |||
Equity interest rate | 51.00% | 80.00% | |||
Investments aggregating | 320,000 | ||||
Incurred net loss | $ 160,911 | $ 22,245 | |||
CYY [Member] | |||||
Investment in an Equity Investee (Details) [Line Items] | |||||
Cash | $ 376,462 | ||||
Maximum [Member] | |||||
Investment in an Equity Investee (Details) [Line Items] | |||||
Unrelated third party invested capital of interest | 70.00% | ||||
Equity interest percentage | 51.00% | 51.00% | |||
Minimum [Member] | |||||
Investment in an Equity Investee (Details) [Line Items] | |||||
Unrelated third party invested capital of interest | 30.00% | ||||
Equity interest percentage | 49.00% | 49.00% |
Investment in an Equity Inves_4
Investment in an Equity Investee (Details) - Schedule of investment in an equity investee - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of investment in an equity investee [Abstract] | ||
Urban Tea Management Inc. | $ 310,000 | $ 210,000 |
Guokui Management Inc. (“Guokui”) | 320,000 | |
Chuangyeying Brand Management Co., Ltd. (“CYY”) | 394,822 | |
Store Master Food Trading Co., Ltd. (“Store Master”) | 714,478 | |
Less: Share of results of equity investees | (182,287) | (22,245) |
Total | $ 1,557,013 | $ 187,755 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 171,011 | $ 148,436 | $ 25,012 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (968,216) | $ (744,265) |
Property, plant and equipment, net | 2,002,108 | 1,315,326 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 864,843 | 790,605 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 944,040 | 618,323 |
Electronic Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 26,637 | 51,526 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 190,704 | 25,200 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 944,100 | $ 573,937 |
Deposits for Property and Equ_3
Deposits for Property and Equipment (Details) - Schedule of deposits for property and equipment - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of deposits for property and equipment [Abstract] | |||
Deposits for leasehold improvements | [1] | $ 1,005,234 | $ 849,245 |
Deposits for mining equipment | [2] | 8,630,005 | |
Deposits for property and equipment total | $ 9,635,239 | $ 849,245 | |
[1] | The deposits for leasehold improvements mainly represented the deposits for lease improvements of the Company’s research and development center which was delayed as a result of outbreak of COVID-19, and is expected to complete in December 2021. | ||
[2] | The deposits for mining equipment was mainly for the deposits for cryptocurrency miners as the Company planned to launch its blockchain business. |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases Of Lessee Disclosures [Abstract] | |||
Rent expense | $ 367,314 | $ 422,773 | $ 198,918 |
Operating Lease (Details) - Sch
Operating Lease (Details) - Schedule of operating lease related assets and liabilities - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of operating lease related assets and liabilities [Abstract] | ||
Rights of use lease assets | $ 1,165,172 | $ 553,904 |
Operating lease liabilities, current | 263,023 | 315,259 |
Operating lease liabilities, noncurrent | 827,086 | 310,098 |
Total operating lease liabilities | $ 1,090,109 | $ 625,357 |
Operating Lease (Details) - S_2
Operating Lease (Details) - Schedule of weighted average remaining lease terms and discount rates | Jun. 30, 2021 | Jun. 30, 2020 |
Remaining lease term and discount rate | ||
Weighted average remaining lease term (years) | 6 years 4 months 24 days | 3 years 3 months 18 days |
Weighted average discount rate | 4.75% | 4.75% |
Operating Lease (Details) - S_3
Operating Lease (Details) - Schedule of maturities of lease liabilities - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of maturities of lease liabilities [Abstract] | ||
2022 | $ 310,616 | |
2023 | 165,750 | |
2024 | 156,186 | |
2025 | 151,736 | |
2025 and thereafter | 585,266 | |
Total lease payments | 1,369,554 | |
Less: imputed interest | (279,445) | |
Present value of lease liabilities | $ 1,090,109 | $ 625,357 |
Equity (Details)
Equity (Details) - USD ($) | Apr. 30, 2021 | Apr. 28, 2021 | Apr. 20, 2021 | Mar. 26, 2021 | Jan. 12, 2021 | Aug. 25, 2020 | Aug. 14, 2020 | May 24, 2019 | Apr. 03, 2019 | Nov. 21, 2017 | Apr. 20, 2021 | Aug. 26, 2020 | Jul. 30, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Equity (Details) [Line Items] | |||||||||||||||||
Reverse split, description | the Company’s board approved a 1 for 10 reverse split of its ordinary shares (the “Reverse Split”), which became effective on August 27, 2020, | On August 26, 2020, the Company’s board of directors approved a 1 for 10 reverse split of its ordinary shares. | |||||||||||||||
Common stock, shares issued (in Shares) | 20,384,630 | 4,518,865 | |||||||||||||||
Common stock, shares outstanding (in Shares) | 20,384,630 | 4,518,865 | |||||||||||||||
Recorded expenses | $ 4,630,000 | ||||||||||||||||
Purchase of ordinary shares (in Shares) | 179,942 | ||||||||||||||||
Warrants issuance of period | 5 years 6 months | 5 years | |||||||||||||||
Fair value of warrants | $ (275,055) | $ (282,232) | $ (1,088,443) | ||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.86 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 3.72 | ||||||||||||||||
Net proceeds | $ 14,100,000 | ||||||||||||||||
Registered Direct Offering Warrants [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Fair value of warrants | $ 7,888,250 | $ 1,961,411 | $ 895,663 | 1,091,080 | |||||||||||||
Warrants to purchase ordinary shares (in Shares) | 6,950,000 | 1,809,420 | 179,942 | 1,000 | |||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 3.6 | $ 1.86 | |||||||||||||||
Registered Direct Offering Warrants [Member] | Minimum [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Warrants exercise price per share (in Dollars per share) | 0.51 | ||||||||||||||||
Registered Direct Offering Warrants [Member] | Maximum [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.86 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Common stock, shares issued (in Shares) | 20,384,630 | ||||||||||||||||
Common stock, shares outstanding (in Shares) | 20,384,630 | ||||||||||||||||
Ordinary shares issued (in Shares) | 863,335 | ||||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 1.68 | ||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 5.7 | ||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Aggregate of ordinary shares (in Shares) | 6,950,000 | 3,797,488 | 1,500,000 | 1,875,000 | |||||||||||||
Price per share (in Dollars per share) | $ 3.6 | $ 4 | $ 3.2 | ||||||||||||||
Gross proceeds of value | $ 25,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||||||||||
Net proceeds | $ 23,100,000 | $ 5,500,000 | $ 5,500,000 | ||||||||||||||
Ordinary shares, par value | $ 0 | ||||||||||||||||
Common Stock [Member] | 39Pu VIE Agreements [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Common stock, description | the Company issued 700,000 ordinary shares as earn-out payments to the shareholders of 39Pu who sold 51% equity interest to the Company (Note 6). | ||||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Warrants issued (in Shares) | 35,973 | ||||||||||||||||
Private placement offering of ordinary shares (in Shares) | 179,864 | ||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 4.65 | $ 13.1 | |||||||||||||||
Warrants issuance of period | 5 years | 5 years 6 months | |||||||||||||||
Warrants outstanding (in Shares) | 35,973 | 35,973 | |||||||||||||||
Fair value of warrants | $ 5,213,951 | $ 27,339 | $ 142,092 | ||||||||||||||
Total of ordinary shares (in Shares) | 11,392,464 | ||||||||||||||||
Warrant expire term | 5 years 6 months | ||||||||||||||||
Initial exercise price per share (in Dollars per share) | $ 4.65 | ||||||||||||||||
Private Placement Warrants [Member] | Warrant [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Warrant, description | The Warrants contain a mandatory exercise right for the Company to force exercise of the Warrants if the Company’s Shares trades at or above $23.25 per Share, 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 300,000 Shares per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. | ||||||||||||||||
Placement Agent Warrants [Member] | |||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||
Fair value of warrants | $ 246,718 | $ 38,237 | $ 112,662 | $ 137,243 | |||||||||||||
Aggregate shares percentage | 8.00% | ||||||||||||||||
Incremental issuance costs | $ 490,667 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of warrants activity - Warrant [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2019 | |
Equity (Details) - Schedule of warrants activity [Line Items] | ||
Beginning balance of warrants outstanding, Number of shares | 239,675 | 35,973 |
Beginning balance of warrants outstanding, Weighted average life | 3 years 8 months 1 day | 5 years |
Beginning balance of warrants outstanding, Expiration dates | December 18, 2022 | |
Exercise of direct offering warrants, Number of shares | $ (179,942) | |
Grants of registered direct offering warrants, Number of shares | 6,950,000 | 180,942 |
Grants of registered direct offering warrants, Weighted average life | 5 years 6 months | 5 years |
Grants of registered direct offering warrants, Expiration dates | October 29, 2026 | May 23, 2024 |
Grants of private placement warrants, Number of shares | 11,392,464 | 22,760 |
Grants of private placement warrants, Weighted average life | 5 years 6 months | 5 years |
Grants of private placement warrants, Expiration dates | October 19, 2026 | May 23, 2024 |
Ending balance of warrants outstanding, Number of shares | 18,402,197 | 239,675 |
Ending balance of warrants outstanding, Weighted average life | 5 years 3 months 21 days | 4 years 8 months 4 days |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of key assumption used in estimates - $ / shares | 2 Months Ended | |||||
Jun. 30, 2021 | Apr. 20, 2021 | Jun. 30, 2020 | Apr. 30, 2020 | Jun. 30, 2019 | May 24, 2019 | |
Equity (Details) - Schedule of key assumption used in estimates [Line Items] | ||||||
Terms of warrants | 5 years 6 months | 5 years 6 months | ||||
Exercise price (in Dollars per share) | $ 4.65 | $ 3.6 | ||||
Risk free rate of interest | 0.46% | 0.46% | ||||
Dividend yield | 0.00% | 0.00% | ||||
Annualized volatility of underlying stock | 57.02% | 55.87% | ||||
Private Placement Warrants [Member] | ||||||
Equity (Details) - Schedule of key assumption used in estimates [Line Items] | ||||||
Terms of warrants | 1 year 4 months 20 days | 2 years 4 months 20 days | ||||
Exercise price (in Dollars per share) | $ 13.1 | $ 13.1 | ||||
Risk free rate of interest | 0.46% | 0.29% | ||||
Dividend yield | 0.00% | 0.00% | ||||
Annualized volatility of underlying stock | 164.26% | 174.05% | ||||
Series A Warrants [Member] | ||||||
Equity (Details) - Schedule of key assumption used in estimates [Line Items] | ||||||
Terms of warrants | 2 years 10 months 24 days | 3 years 10 months 24 days | 4 years 10 months 24 days | 5 years | ||
Exercise price (in Dollars per share) | $ 0.51 | $ 0.51 | $ 1.86 | $ 1.86 | ||
Risk free rate of interest | 0.46% | 0.29% | 2.77% | 2.77% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||
Annualized volatility of underlying stock | 164.26% | 174.05% | 187.99% | 189.72% |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - Schedule of computation of basic and diluted loss per common share - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of computation of basic and diluted loss per common share [Abstract] | |||
Net (loss) income attributable to Bit Brother Ltd’s (fka Urban Tea, Inc.) Shareholders | $ (8,132,886) | $ (2,106,600) | $ 27,555,442 |
Net loss from continuing operations | (8,132,886) | (2,106,600) | (932,863) |
Net income (loss) from discontinued operations | $ 28,488,305 | ||
Weighted Average Shares Outstanding-Basic and Diluted | 10,151,051 | 3,322,733 | 1,805,515 |
(Loss) income per share- basic and diluted | $ (0.8) | $ (0.6) | $ 15.3 |
Net loss per share from continuing operations – basic and diluted | (0.8) | (0.6) | (0.5) |
Net income (loss) per share from discontinued operations – basic and diluted | $ 15.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes (Details) [Line Items] | |||
Expire date description | expire in the tax year ending December 31, 2024. | ||
United States [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal net operating loss carryforward | $ 9,216,271 | $ 5,932,195 | |
Hong Kong [Member] | |||
Income Taxes (Details) [Line Items] | |||
Statutory financial statements adjusted tax rate, description | The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. | ||
Applicable tax rate | 16.50% | ||
PRC [Member] | |||
Income Taxes (Details) [Line Items] | |||
Corporate tax rate | 25.00% | ||
Net operating loss carry forward | $ 19,273,124 | $ 15,003,352 | |
Maximum [Member] | United States [Member] | |||
Income Taxes (Details) [Line Items] | |||
Corporate tax rate | 35.00% | ||
Minimum [Member] | United States [Member] | |||
Income Taxes (Details) [Line Items] | |||
Corporate tax rate | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income taxes - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of income taxes [Abstract] | |||
Current income tax expenses | $ 145,541 | ||
Deferred income tax expenses | |||
Income tax expenses | $ 145,541 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of the statutory tax rate to the effective tax rate | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of reconciliation of the statutory tax rate to the effective tax rate [Abstract] | |||
PRC statutory income tax rate | 25.00% | 25.00% | 25.00% |
Effect of different tax rates available to different jurisdictions | (15.20%) | (1.00%) | 10.60% |
Effect of non-deductible expenses | (0.10%) | (0.30%) | (0.20%) |
Effect of change in valuation allowance and others | (11.60%) | (23.70%) | (35.40%) |
Total | (1.90%) | 0.00% | 0.00% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of deferred tax assets [Abstract] | ||
Net operating loss carrying forward | $ 4,449,630 | $ 3,512,414 |
Less: valuation allowance | (4,449,630) | (3,512,414) |
Deferred tax assets |
Related Party Transactions an_2
Related Party Transactions and Balances (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Balance of due from related parties | $ 1,127 | |
Sold dark related parties | $ 33,497 | |
Related party, description | the Company had no balances due from or due to related parties. |
Segmeng Reporting (Details)
Segmeng Reporting (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||
Number of segments | 3 | 2 |
Segmeng Reporting (Details) - S
Segmeng Reporting (Details) - Schedule of segment operating performance measure - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 5,711,681 | $ 865,705 | $ 401,814 |
Operating expenses | 10,399,101 | (2,813,636) | (2,202,161) |
Net income (loss) from continuing operations before income taxes | (7,897,572) | (2,122,427) | (932,863) |
Net income from discontinued operations before income taxes | 28,488,305 | ||
Net income (loss) | (8,043,113) | (2,106,600) | 27,555,442 |
Tea shop chains [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 358,515 | 448,000 | 401,814 |
Operating expenses | 992,884 | (1,594,906) | (2,202,161) |
Net income (loss) from continuing operations before income taxes | (600,542) | (1,558,038) | (932,863) |
Net income from discontinued operations before income taxes | 28,488,305 | ||
Net income (loss) | (600,652) | (1,558,038) | 27,555,442 |
Distribution of dark tea products [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,353,166 | 417,705 | |
Operating expenses | 1,619,508 | (426,655) | |
Net income (loss) from continuing operations before income taxes | 328,751 | (32,301) | |
Net income from discontinued operations before income taxes | |||
Net income (loss) | 183,210 | (16,474) | |
Blockchain business [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Operating expenses | 63,949 | ||
Net income (loss) from continuing operations before income taxes | 16,044 | ||
Net income (loss) | 16,044 | ||
Unallocated [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Operating expenses | 7,722,760 | (792,075) | |
Net income (loss) from continuing operations before income taxes | (7,641,725) | (532,088) | |
Net income from discontinued operations before income taxes | |||
Net income (loss) | $ (7,641,725) | $ (532,088) |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Nov. 05, 2021 | Oct. 14, 2021 | Jul. 16, 2021 | Sep. 16, 2021 | Oct. 07, 2021 |
Subsequent Event [Member] | |||||
Subsequent Event (Details) [Line Items] | |||||
Sale of aggregate shares (in Shares) | 15,000,000 | ||||
Purchase of warrants (in Shares) | 15,000,000 | ||||
Gross proceeds (in Dollars) | $ 22,500,000 | ||||
Warrants issuance period | 5 years | ||||
Exercise price per warrants | $ 1.5 | ||||
Price per share | $ 1.5 | ||||
Gross proceeds percentage | 7.00% | ||||
Non-accountable expenses (in Dollars) | $ 5,000 | ||||
Accounted fees and expenses (in Dollars) | $ 40,000 | ||||
Forecast [Member] | |||||
Subsequent Event (Details) [Line Items] | |||||
Price per share | $ 0.7 | ||||
Purchase agreements, description | On September 16, 2021, the “Company” entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 14,152,000 units (the “Units”), each Unit consisting of one ordinary share of the Company, no par value (“Share”) and three warrants to purchase one Share each (“Warrant”) with an initial exercise price of $0.8875 per Share, at a price of $0.71 per Unit, for an aggregate purchase price of approximately $10.05 million (the “Offering”). The net proceeds to the Company from such Offering will be approximately $10 million and shall be used by the Company for working capital and general corporate purposes. The Warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $0.8875 per Share, for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five and a half (5.5) years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions. | ||||
Shares issued (in Shares) | 14,152,000 | ||||
Aggregate shares (in Shares) | 15,814,652 | ||||
Initial exercise price per share | $ 0.875 | ||||
Aggregate purchase price (in Dollars) | $ 11,070,000 | ||||
Forecast [Member] | October Units Offering [Member] | |||||
Subsequent Event (Details) [Line Items] | |||||
Price per share | $ 0.57 | ||||
Aggregate shares (in Shares) | 4,000,000 | ||||
Aggregate purchase price (in Dollars) | $ 2,280,000 | ||||
Forecast [Member] | November Units Offering [Member] | |||||
Subsequent Event (Details) [Line Items] | |||||
Securities purchase agreement, description | the Company entered into certain unit securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to sell an aggregate of 27,740,512 units, each Unit consisting of one ordinary share of the Company, no par value (“Share”) and three warrants to purchase one Share each with an initial exercise price of $1.05 per Share, at a price of $0.875 per Unit, for an aggregate purchase price of approximately $24.27 million (the “November Units Offering”).The Warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $0.875 per Share, for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire five and a half (5.5) years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions. | ||||
Forecast [Member] | Warrant [Member] | |||||
Subsequent Event (Details) [Line Items] | |||||
Initial exercise price per share | $ 0.875 | ||||
Exercisable term | 6 months | ||||
Warrant expire term | 5 years 6 months |