Document And Entity Information
Document And Entity Information | 12 Months Ended |
Jun. 30, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | Bit Brother Ltd |
Trading Symbol | BTB |
Document Type | 20-F |
Current Fiscal Year End Date | --06-30 |
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, 2022 |
Document Fiscal Year Focus | 2022 |
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 | 15/F, Block A, Kineer Business Centre |
Entity Address, Address Line Two | 53 Binjiang Road, |
Entity Address, Address Line Three | Yuelu District |
Entity Address, City or Town | Changsha |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 410023 |
Title of 12(b) Security | Class A Ordinary Shares |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 2769 |
Auditor Name | Centurion ZD CPA & Co. |
Auditor Location | Hong Kong |
Business Contact [Member] | |
Document Information Line Items | |
Entity Address, Address Line One | 15/F, Block A, Kineer Business Centre |
Entity Address, Address Line Two | 53 Binjiang Road |
Entity Address, Address Line Three | Yuelu District |
Entity Address, City or Town | Changsha |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 410023 |
Contact Personnel Name | Xianlong Wu |
City Area Code | +86 |
Local Phone Number | 0731-85133570 |
Class A Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 116,773,794 |
Class B Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 975,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
ASSETS | ||
Cash | $ 12,990,659 | $ 20,725,579 |
Trade receivables | 116,417 | |
Inventories | 217,516 | 104,296 |
Loans due from third parties | 28,236,812 | 17,015,958 |
Due from related parties | 1,950,000 | |
Other current assets | 250,277 | 241,239 |
Assets of disposal group | 3,084,938 | 16,729,113 |
Total current assets | 46,730,202 | 54,932,602 |
Long-term investments | 1,100,294 | 1,557,013 |
Goodwill | 227,683 | |
Property and equipment, net | 2,619,696 | 758,302 |
Deposits for plant, property and equipment | 63,683,597 | 9,635,239 |
Intangible assets | 84,858 | 66,549 |
Right of use assets | 120,043 | 183,908 |
Other noncurrent assets | 8,291 | 20,827 |
Total Assets | 114,574,664 | 67,154,440 |
LIABILITIES AND EQUITY | ||
Trade payable | 343,894 | 21,265 |
Unearned income | 90,249 | 32,300 |
Other current liabilities | 280,106 | |
Lease liabilities, current | 86,547 | 147,025 |
Warrants liabilities | 65,581 | |
Liabilities of disposal group | 318,528 | 1,396,169 |
Total current liabilities | 1,119,324 | 1,662,340 |
Lease liabilities, noncurrent | 17,820 | 17,990 |
Total Liabilities | 1,137,144 | 1,680,330 |
Shareholders’ Equity | ||
Preferred shares, par value $0.0001 per share, 5,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 155,247,484 | 80,917,821 |
Accumulated deficit | (42,739,335) | (18,413,627) |
Accumulated other comprehensive loss | (3,333,800) | (2,781,485) |
Total Bit Brother Ltd. Shareholders’ Equity | 109,186,125 | 59,724,748 |
Non-controlling interests | 4,251,395 | 5,749,362 |
Total Liabilities and Equity | 114,574,664 | 67,154,440 |
Class A Ordinary Shares | ||
Shareholders’ Equity | ||
Ordinary shares value | 11,678 | 2,039 |
Class B Ordinary Shares | ||
Shareholders’ Equity | ||
Ordinary shares value | $ 98 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
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 | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, shares authorized | Unlimited | Unlimited |
Ordinary shares, shares issued | 116,773,794 | 20,384,630 |
Ordinary shares, shares outstanding | 116,773,794 | 20,384,630 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, shares issued | 975,000 | |
Ordinary shares, shares outstanding | 975,000 | |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 765,094 | $ 358,515 | $ 448,000 |
Cost of revenues | (450,310) | (180,214) | (347,694) |
Gross profit | 314,784 | 178,301 | 100,306 |
Operating expenses | |||
General and administrative expenses | (10,408,530) | (8,779,594) | (2,386,981) |
Total operating expenses | (10,408,530) | (8,779,594) | (2,386,981) |
Other (expenses) income, net | |||
Interest (expenses) income, net | (62,715) | 244,701 | 26,895 |
Change in fair value of warrants | 65,576 | 275,055 | 282,232 |
Equity investment loss | (279,817) | (160,911) | (22,245) |
Impairment of deposits for property and equipment | (2,561,110) | ||
Impairment of long-term investments | (412,707) | ||
Other (expenses) income | (2,585) | 16,125 | (90,333) |
Total other (expenses) income, net | (3,253,358) | 374,970 | 196,549 |
Net loss from continuing operations before income taxes | (13,347,104) | (8,226,323) | (2,090,126) |
Income tax expenses | |||
Net loss from continuing operations | (13,347,104) | (8,226,323) | (2,090,126) |
Net loss from discontinued operations | |||
(Loss) income from discontinued operations | (12,476,571) | 183,210 | (32,301) |
Net (loss) income from discontinued operations | (12,476,571) | 183,210 | (32,301) |
Net loss | (25,823,675) | (8,043,113) | (2,122,427) |
Less: Net loss (income) attributable to non-controlling interests | 1,497,967 | (89,773) | 15,827 |
Net loss attributable to Bit Brother Ltd. Shareholders | (24,325,708) | (8,132,886) | (2,106,600) |
Other comprehensive loss | |||
Foreign currency translation adjustment | (552,315) | (2,428,836) | (50,427) |
Comprehensive loss | (24,878,023) | (10,561,722) | (2,157,027) |
Less: Total comprehensive loss (income) attributable to non-controlling interests | 1,497,967 | (89,773) | 15,827 |
Comprehensive loss attributable to Bit Brother Ltd. Shareholders | $ (23,380,056) | $ (10,651,495) | $ (2,141,200) |
Loss per share- basic and diluted (in Dollars per share) | $ (0.33) | $ (0.79) | $ (0.64) |
Net loss per share from continuing operations – basic and diluted (in Dollars per share) | (0.17) | (0.81) | (0.63) |
Net (loss) income per share from discontinued operations – basic and diluted (in Dollars per share) | $ (0.16) | $ 0.02 | $ (0.01) |
Weighted Average Shares Outstanding-Basic and Diluted (in Shares) | 79,385,028 | 10,151,051 | 3,322,733 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | |||
Loss per share- basic and diluted | $ (0.33) | $ (0.79) | $ (0.64) |
Net loss per share from continuing operations – basic and diluted (in Dollars per share) | (0.17) | (0.81) | (0.63) |
Net (loss) income per share from discontinued operations | $ (0.16) | $ 0.02 | $ (0.01) |
Weighted Average Shares Outstanding-Basic and Diluted (in Shares) (in Shares) | 79,385,028 | 10,151,051 | 3,322,733 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Non- controlling interests | Total |
Balance at Jun. 30, 2019 | $ 262 | $ 17,627,968 | $ (8,174,141) | $ (302,222) | $ 9,151,867 | ||
Balance (in Shares) at Jun. 30, 2019 | 2,618,032 | ||||||
Issuances of ordinary shares in connection with acquisition of a subsidiary | $ 100 | 3,399,900 | $ 5,675,416 | 9,075,416 | |||
Issuances of ordinary shares in connection with acquisition of a subsidiary (in Shares) | 1,000,000 | ||||||
Issuance of ordinary shares for professional services | 4,417 | 4,417 | |||||
Issuance of ordinary shares for professional services (in Shares) | 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) | 900,000 | ||||||
Net loss (income) for the year | (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 | 4,518,865 | ||||||
Issuance of ordinary shares for professional services | $ 86 | 4,632,621 | 4,632,707 | ||||
Issuance of ordinary shares for professional services (in Shares) | 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) | 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) | 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) | 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) | 700,000 | ||||||
Net loss (income) for the year | (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 | 20,384,630 | ||||||
Issuances of ordinary shares in connection with certain private placements | $ 6,616 | 54,339,509 | 54,346,125 | ||||
Issuances of ordinary shares in connection with certain private placements (in Shares) | 66,157,164 | ||||||
Repurchase of warrants | (6,439,200) | (6,439,200) | |||||
Share-based compensation with employees | $ 98 | 653,154 | 653,252 | ||||
Share-based compensation with employees (in Shares) | 975,000 | ||||||
Share-based compensation with non-employees | $ 1,523 | 4,967,700 | 4,969,223 | ||||
Share-based compensation with non-employees (in Shares) | 15,232,000 | ||||||
Issuance of ordinary shares in connection with registered direct offering, net of transaction cost | $ 1,500 | 20,808,500 | 20,810,000 | ||||
Issuance of ordinary shares in connection with registered direct offering, net of transaction cost (in Shares) | 15,000,000 | ||||||
Net loss (income) for the year | (24,325,708) | (1,497,967) | (25,823,675) | ||||
Foreign currency translation adjustment | (552,315) | (552,315) | |||||
Balance at Jun. 30, 2022 | $ 11,678 | $ 98 | $ 155,247,484 | $ (42,739,335) | $ (3,333,800) | $ 4,251,395 | $ 113,437,520 |
Balance (in Shares) at Jun. 30, 2022 | 116,773,794 | 975,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (25,823,675) | $ (8,043,113) | $ (2,122,427) |
Less: net (loss) income from discontinued operations | (12,476,571) | 183,210 | (32,301) |
Net loss from continuing operations | (13,347,104) | (8,226,323) | (2,090,126) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrants | (65,576) | (275,055) | (282,232) |
Share based compensation expenses | 5,622,475 | 4,632,707 | 4,417 |
Depreciation of property and equipment | 278,705 | 87,176 | 88,798 |
Loss from disposal of property and equipment | 5,365 | 43,556 | 10,912 |
Impairment of property and equipment | 69,566 | ||
Impairment of deposits for property and equipment | 2,561,110 | ||
Amortization of intangible assets | 8,352 | 8,423 | 7,628 |
Amortization of right of use assets | 192,045 | 221,909 | 137,410 |
Equity investment loss | 279,817 | 160,911 | 22,245 |
Impairment of long-term investments | 412,707 | ||
Writing off accounts receivable | 116,492 | ||
Provision of inventories | 349,421 | ||
Changes in assets and liabilities: | |||
Trade receivables | 137 | 32,085 | (11,344) |
Inventories | (357,547) | 16,155 | 818 |
Prepayments | 5,610 | 57,380 | |
Other current assets | 22,087 | (116,728) | 156,598 |
Other noncurrent assets | 12,235 | 78,892 | 106,667 |
Trade payable | 273,895 | 379 | (61,871) |
Unearned income | (47,962) | (43,125) | 30,403 |
Other current liabilities | (11,276) | (40,157) | (97,106) |
Lease liabilities | (189,209) | (323,721) | (58,876) |
Net cash used in operating activities from continuing operations | (3,808,655) | (3,742,916) | (1,978,279) |
Net cash (used in) provided by operating activities from discontinued operations | (2,448,454) | 336,451 | 80,745 |
Net cash used in operating activities | (6,257,109) | (3,406,465) | (1,897,534) |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (461,537) | (178,816) | (287,216) |
Payment of deposits in property and equipment | (47,492,778) | (8,730,822) | (203,621) |
Proceeds from disposal of property and equipment | 126,125 | ||
Purchases of intangible assets | (29,838) | (4,859) | |
Purchases of digital assets | (1,300,000) | ||
Collection of short-term investments | 1,962,916 | 995,563 | |
Loans to third parties | (35,826,449) | (17,543,492) | |
Collection of loans from a third party | 12,310,631 | 832,538 | |
Loans to a related party | (650,000) | ||
Cash in connection with step acquisition of subsidiaries | 477,246 | ||
Investments in equity investees | (1,227,070) | (1,501,798) | (210,000) |
Acquisition of a subsidiary, net of cash acquired | (2,400,000) | ||
Net cash used in investing activities from continuing operations | (74,199,795) | (25,164,333) | (1,979,149) |
Net cash provided by (used in) investing activities from discontinued operations | 2,061,136 | (1,697,588) | (21,818) |
Net cash used in investing activities | (72,138,659) | (26,861,921) | (2,000,967) |
Cash Flows from Financing Activities: | |||
Cash raised in private placement of ordinary shares | 54,346,125 | 14,126,655 | |
Cash raised in registered direct offering, net of transaction costs | 20,810,000 | 34,067,715 | 4,540,350 |
Cash paid for repurchase of warrants | (6,439,200) | ||
Capital injection from shareholders | 150,994 | ||
Net cash provided by financing activities from continuing operations | 68,716,925 | 48,345,364 | 4,540,350 |
Net cash used in financing activities from discontinued operations | |||
Net cash provided by financing activities | 68,716,925 | 48,345,364 | 4,540,350 |
Effect of exchange rate changes on cash and cash equivalents | 1,555,211 | (2,230,303) | 1,099 |
Increase in cash and cash equivalents from continuing operations | (7,734,920) | 15,511,009 | 545,825 |
Increase in cash and cash equivalents from discontinued operations | (388,712) | 335,666 | 97,123 |
Increase in cash and cash equivalents | (8,123,632) | 15,846,675 | 642,948 |
Cash and cash equivalents from continuing operations, beginning of year | 20,725,579 | 5,214,570 | 4,668,745 |
Cash and cash equivalents from discontinued operations, beginning of year | 432,789 | 97,123 | |
Cash and cash equivalents at beginning of year | 21,158,368 | 5,311,693 | 4,668,745 |
Cash and cash equivalents at end of year | 13,034,736 | 21,158,368 | 5,311,693 |
Less: Cash and cash equivalents from discontinued operations, end of year | (44,077) | (432,789) | (97,123) |
Cash and cash equivalents form continuing operations, end of year | 12,990,659 | 20,725,579 | 5,214,570 |
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 | |
Issuance of ordinary shares for acquisition of a subsidiary | 3,400,000 | ||
Issuance of ordinary shares for earn-out payment | 1,710,000 | ||
Lending digital assets to a related party | $ 1,300,000 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Jun. 30, 2022 | |
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 (“BVI”). 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. Contractual Agreements between WFOEs and Hunan MYT, 39Pu and Hunan BTB On November 19, 2018, Mingyuntang (Shanghai) Tea Co., Ltd.(“Shangai MYT”), a wholly owned subsidiary of the Company incorporated in the PRC, 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 May 13, 2021, Qingdao Ether Continent Digital Technology Co., Ltd. (“BTB Qingdao”), a wholly owned subsidiary of the Company incorporated in the PRC, 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. Setup new subsidiaries 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 and November 1, 2021, BTB HK formed Hunan Bit Brother Investment Limitded (“BTB Investment”) and Suzhou BTBox Technology Co., Ltd.,(“BTBox”) both are wholly owned subsidiaries in the PRC. During the year ended June 30, 2022, Futureway Investment setup Hunan Yi Tai Continental Holding Group Co., Ltd. (“Hunan Yi Tai”), Hunan Box Technology Co., Ltd. (“Hunan Box”), and Hunan Mobile Box Technology Co., Ltd.(“Hunan MBox”) in the PRC, over which Futureway Investment owned equity interest of 100%, 99% and 100%, respectively. BTB Hunan, BTB Hunan Digital and BTB HK and its subsidiaries 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. Disposition of 39Pu On August 3, 2022, the Company and Guangzhou Baogu Trading Co., Ltd. (the “Purchaser”) entered into certain share purchase agreements (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase 51% of the issued and outstanding shares of Hunan 39 Pu Tea Co., Ltd., a PRC limited company (“39 Pu”), which is controlled by the Company through a series of contractual agreements (the “VIE Agreements”), in exchange for cash consideration of RMB 8 million (the “Purchase Price”). Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Purchaser will become the majority shareholder of 39 Pu and as a result, assume all assets and liabilities of 39 Pu. The Disposition closed on August 4, 2022. In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity As of June 30, 2022, the Company had two operating and reportable segments, namely 1) retail business by provision of high-quality tea beverages in its tea shop chain business, and 2) planned blockchain business expected to start operation in the year ended June 30, 2023. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Name of Entity Date of Place of % of Principal Activities Parent company: BTB November 28, 2011 BVI Parent Investment holding Wholly owned subsidiaries of BTB Bit Brother New York Inc. (“BTB NY”) May 22, 2018 USA 100% owned by BTB Investment holding Bitmine Inc. (“Bitmine”) [November 29, 2021 USA 100% owned by BTB Blockchain business NTH Holdings Limited (“MYT BVI”) August 28, 2018 BVI 100% owned by BTB Investment holding BTB Limited (“BTB HK”) July 10, 2020 Hong Kong 100% owned by BTB NY Investment holding Tea Language Group Limited (“MYT HK”) September 11, 2018 Hong Kong 100% owned by MYT BVI Investment holding BTBox November 1, 2021 PRC 100% owned by BTB HK Blockchain business BTB Investment May 25, 2021 PRC 100% owned by BTB HK Blockchain business Hunan Yitai December 20, 2021 PRC 100% owned by BTB Investment Blockchain business Hunan Box September 22, 2021 PRC 99% owned by BTB Investment Blockchain business Hunan MBox April 11, 2022 PRC 100% owned by BTB Investment Blockchain business Hunan Yitai Continental Digital Technology Co., Ltd. (“Hunan Yi Tai Digital”) December 30, 2021 PRC 100% owned by Hunan Yitai Blockchain business Shanghai MYT October 19, 2019 PRC 100% owned by MYT HK Investment holding BTB Qingdao March 22, 2021 PRC 100% owned by MYT HK Investment holding VIE BTB Hunan May 13, 2021 PRC VIE Blockchain business Hunan MYT October 17, 2018 PRC VIE Provision of high-quality tea beverages in its tea shop chain 39Pu* April 14, 2011 PRC VIE Dark tea distribution VIEs’ Subsidiaries BTB Hunan Digital May 20, 2021 PRC 100% owned by BTB Hunan Blockchain business Changsha Kaidian Daren Food Trading Co., Ltd. (“Kaidiandaren”) May 27, 2014 PRC 51% owned by Hunan MYT Provision of high-quality tea beverages in its tea shop chain Hunan Chuangyeying Brand Management Co., Ltd. (“Chuangyeying”) December 13, 2013 PRC 51% owned by Hunan MYT Provision of high-quality tea beverages in its tea shop chain * On August 4, 2022, the Company closed termination of VIE agreements with 51% equity owners of 39Pu. According to ASC 205-20, 39Pu was presented as a discontinued operation in the consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2022 | |
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 Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, the Company operates its businesses in which foreign investment is restricted or prohibited in the PRC through various contractual arrangements with VIEs that are incorporated and owned and controlled by PRC citizens. Specifically, these representative PRC domestic companies are Hunan BTB, Hunan MYT and 39Pu. The registered capital of these PRC domestic companies was funded by the Company through loans extended to the equity holders of these PRC domestic companies. The Company has entered into certain exclusive business cooperation agreements with these PRC domestic companies, which entitle it to receive a majority of their residual returns and make it obligatory for the Company to absorb a majority of the risk of losses from their activities. In addition, the Company has entered into certain agreements with the equity holders of these PRC domestic companies, including loan agreements that require them to contribute registered capital to those PRC domestic companies, exclusive option agreements to acquire the equity interests in these companies when permitted by the PRC laws, rules and regulations, share pledge agreements of the equity interests held by those equity holders, and proxy agreements that irrevocably authorize individuals designated by the Company to exercise the equity owner’s rights over these PRC domestic companies. Exclusive Business Cooperation Agreement Pursuant to the Exclusive Business Cooperation Agreements, WFOEs provide VIEs with technical support, consulting services and management services on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, VIEs granted an irrevocable and exclusive option to WFOEs to purchase from each of VIEs, any or all of VIEs’ assets at the lowest purchase price permitted under the PRC laws. Should WFOEs exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to VIEs by WFOEs under the agreement, WFOEs are 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 WFOEs based on the value of services rendered by WFOEs and the actual income of VIEs from time to time, which is substantially equal to all of the net income of Hunan MYT and Hunan BTB, 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 WFOEs with 30-day prior written notice. VIEs do not have the right to terminate the agreement unilaterally. WFOEs may unilaterally extend the term of this agreement with prior written notice. Exclusive Option Agreement Under the Exclusive Option Agreement between equity holders of VIEs and WFOEs, irrevocably granted WFOEs (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 VIEs. 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. The agreement remains effective for a term of ten years and may be renewed at WFOEs’ election. Share Pledge Agreement Under the Share Pledge Agreement, equity holders of VIEs pledged all of their equity interests in VIEs to WFOEs to guarantee the performance of VIEs’ 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 VIEs and their equity holders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, WFOEs, 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. WFOEs 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 VIEs, respectively. WFOEs shall cancel or terminate the Share Pledge Agreement upon VIEs’ full payment of fees payable under the Exclusive Business Cooperation Agreement. Timely Reporting Agreement To ensure VIEs promptly provide all of the information that WFOEs and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between WFOEs, and VIEs, respectively. Under the Timely Reporting Agreement, VIEs 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, equity holders of VIEs authorized WFOEs 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 VIEs, 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 VIEs. 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 equity holders of VIEs are shareholders of Company. The VIE Agreements became effective immediately upon their execution. 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. WFOEs are deemed to have a controlling financial interest and be the primary beneficiary of VIEs, because WFOEs have 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 their respective net income to Shanghai MYT, respectively, and BTB Hunan pays service fees equal to 100% of its net income to BTB Qingdao. At the same time, Shanghai MYT is entitled to receive 100% and 51% of expected residual returns from VIEs, respectively. The VIE Agreements are designed so that VIEs operate for the benefit of the Company. Accordingly, the accounts of VIEs 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 VIEs and its ability to conduct its business may be materially and adversely affected. Since the Company has not commenced its blockchain business, currently all of the Company’s main current operations are conducted through Hunan MYT since November 2018, and through 39Pu since October 2019. was Current regulations in China permit VIEs 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 VIEs 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. Since the VIE agreements with 39Pu were terminated in August 2022, and 39Pu was accounted for as discontinued operations, the following financial statement balances and amounts reflect the financial position and financial performances of Shanghai MYT and BTB Hunan and their respective subsidiaries, which were included in the consolidated financial statements as of June 30, 2022 and 2021, and for the years ended June 30, 2022, 2021 and 2020, after elimination of intercompany transactions and balances June 30, June 30, ASSETS Cash $ 922,197 $ 1,348,776 Short-term investments - 116,417 Inventories 121,733 104,296 Loan due from a third party - 12,301,391 Other current assets 51,004 241,239 Long-term investment 1,100,294 1,144,306 Goodwill 227,683 - Property and equipment, net 2,278,091 758,302 Deposits for plant, property and equipment 45,755,946 1,006,234 Other noncurrent assets 131,266 271,284 Total Assets $ 50,588,214 $ 17,292,785 Other liabilities 666,841 218,577 Total Liabilities $ 666,841 $ 218,577 For the Years Ended 2022 2021 2020 Revenue $ 765,094 $ 358,515 $ 448,000 Net loss (2,671,274 ) (401,387 ) (1,558,038 ) (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 (continued) 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. Because 39Pu was accounted for discontinued operations (Note 1) for the years ended June 30, 2022 and 2021, and accordingly the dark tea distribution business conducted by 39Pu was not identified as an operating segment. For the years ended June 30, 2022 and 2021, the Company the Company identifies two operating business lines, including retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT, and planned blockchain business to be conducted by Hunan BTB. 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, 2020, the Company had one operating business line, which was 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, 2022 and 2021, 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. 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 11. 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, and the warrants issued to the agent for the registered direct offering on May 24, 2019 (Note 11), at the fair value of $27,339, and $38,237, respectively. As of June 30, 2022, the fair value of these warrants were $ nil (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) 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 wrote off accounts receivables of $112,232 and $ nil (i) 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. As of June 30, 2022, the Company had certain obsolescent inventories and accrued inventory provision of $336,643. As of June 30, 2021, the Company had no inventory provisions. (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 impairment charges of $69,566, $ nil nil (n) Long-term investments In accordance with ASC 323 “Investments - Equity Method and Joint Ventures,”, the Company accounts for the investment using equity method, because the Company has significant influence but does not own a majority equity interest or otherwise control over the equity investee. Under the equity method, the Company initially records its investment at cost. The Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated statements of income and comprehensive income and its share of post-acquisition movements in accumulated other comprehensive loss is recognized in other comprehensive loss. The Company records its share of the results of the equity investees on a one quarter in arrears basis. When the Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee. The Company continually reviews its investment in the equity investee to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region, market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. For the years ended June 30, 2022, 2021 and 2020, the Company recognized impairment of $412,707, $ nil nil (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, 2022, 2021 and 2020 is as follows: For the Years Ended 2022 2021 2020 Sales of tea products, beverages and light meals in retail shop chains from continuing operations $ 765,094 $ 358,515 $ 448,000 Sales of dark tea products from discontinued operations 1,670,659 5,353,166 417,705 $ 2,435,753 $ 5,711,681 $ 865,705 (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, 2022. As of June 30, 2022, income tax returns for the tax years ended December 31, 2016 through December 31, 2021 remain open for statutory examination by PRC tax authorities. (q) Loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted 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, 2022, 2021 and 2020, respectively. The number of warrants is omitted excluded from the computation as the anti-dilutive effect. (r) Comprehensive loss Comprehensive loss includes net income (loss) and other comprehensive foreign currency adjustments income. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss. Accumulated other comprehensive loss, 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 measurem |
Risks
Risks | 12 Months Ended |
Jun. 30, 2022 | |
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, 2022, approximately $12.0 million was deposited with a bank in the United States which was insured by the government up to $250,000, and approximately $0.9 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 $75,000). 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, 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 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 VIEs. 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 WFOEs, VIEs and their respective shareholders 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 VIEs, 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. |
Termination of Vie Agreements w
Termination of Vie Agreements with Shareholders of 39PU | 12 Months Ended |
Jun. 30, 2022 | |
Termination Of Vie Agreements With Shareholders Abstract | |
Termination of Vie Agreements with Shareholders of 39PU | 4. TERMINATION OF VIE AGREEMENTS WITH SHAREHOLDERS OF 39PU On August 3, 2022, the Company and Guangzhou Baogu Trading Co., Ltd. (the “Gaogu”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, Baogu agreed to purchase 51% of the issued and outstanding shares of 39Pu, which is controlled by the Company through VIE Agreements, in exchange for cash consideration of RMB 8 million. Upon the closing of the transaction contemplated by the Disposition SPA, Baogu will become the majority shareholder of 39 Pu and as a result, assume all assets and liabilities of 39 Pu. The disposition was closed on August 4, 2022. In accordance with ASC 205-20-45, 39Pu met the criteria as a discontinued operation as June 30, 2022. As of June 30, 2022 and 2021, the assets and liabilities relevant to the sale of 39Pu were classified as assets of discontinued group and the liabilities of discontinued group, respectively. The net income or loss of 39Pu were recognized as the “net (loss) income from discontinued operations” in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2022, 2021 and 2020. The following is a reconciliation of the carrying amounts of major classes of assets and liabilities held for sale in the consolidated balance sheet as of June 30, 2022 and 2021: June 30, June 30, ASSETS Cash $ 44,078 $ 432,789 Short-term investments 647,819 2,526,328 Trade receivables 374,697 291,106 Inventories 723,199 1,362,700 Other current assets 108,301 315,934 Goodwill - 9,573,081 Property and equipment, net 938,408 1,243,805 Intangible assets 1,672 2,106 Right of use assets 234,047 981,264 Total Assets $ 3,072,221 $ 16,729,113 LIABILITIES Other current liabilities $ 51,818 $ 323,313 Income tax payable 142,447 147,759 Lease liabilities 124,263 925,097 Total Liabilities $ 318,528 $ 1,396,169 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, 2022, 2021 and 2020: For the Years Ended June 30, 2022 2021 2020 Revenue $ 1,672,504 $ 5,353,166 $ 417,705 Cost of revenues (1,326,413 ) (3,571,175 ) (160,768 ) General and administrative expenses (2,790,108 ) (1,619,508 ) (426,655 ) Impairment of goodwill (9,573,081 ) - - Other (expenses) income (459,473 ) 166,269 137,417 Income tax expenses - (145,542 ) - Net (loss) income from discontinued operations $ (12,476,571 ) $ 183,210 $ (32,301 ) |
Loans Due From Third Parties
Loans Due From Third Parties | 12 Months Ended |
Jun. 30, 2022 | |
Loans Due From Third Parties [Abstract] | |
LOANS DUE FROM THIRD PARTIES | 5. LOANS DUE FROM THIRD PARTIES As of June 30, 2022 and 2021, the Company’s loans due from third parties was as following: June 30, June 30, Golden Mountain Solution Inc. 18,600,000 - Golden Bridge Solution Inc. 3,822,785 - Xie Juan 500,000 - Wei Yuzhog 500,000 - Golden Tree Inc. 100,000 - Qingdao Gangganghao Technology Co., Ltd. - 3,623,076 Qingdao Honghuanglv Media Co., Ltd. - 619,329 Qingdao Xiaohuangbei Technology Co., Ltd. - 4,722,386 Qingdao Dabutong Network Technology Co., Ltd. - 3,337,140 Hunan Peiyuan Media Co., Ltd. 3,000,000 3,000,000 Li Xian 1,000,000 1,000,000 Lu Hongwen 714,027 714,027 $ 28,236,812 $ 17,015,958 During the year ended June 30, 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. In December 2021, the Company collected principals of $12.3 million and extended the remaining loans for one year. The Company assessed the collection of interest was remote after the vendors repaid the principals, the Company reversed interest income of $80,918 during the year ended June 30, 2022. Accordingly, the Company wrote off interest receivable of the same amount. During the year ended June 30, 2022, the Company entered into certain loan agreements of approximately $35.8 million with six customers for which the Company planned to provide blockchain business. The loans bear fixed interest rates ranging between 1% and 2.64% per annum, and matured through November 2022. The Company did not recognize interest income on loans until interest were received. |
Business Combination
Business Combination | 12 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 6. BUSINESS COMBINATION In October 2020, Hunan VIE acquired 51% equity interest in each of Chuangyeying Brand Management Co., Ltd. (“CYY”) and Store Master Food Trading Co., Ltd. (“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. On January 1, 2022, Hunan VIE and other shareholders of CYY and Master Store approved a resolution, pursuant to which shareholders will vote on their shares, and other shareholders of CYY and Master Store will no longer have veto rights. According to ASC 805-30-55-11, Hunan VIE obtained control over both CYY and Master Store, and account for transaction as business combination using acquisition method. The allocation of the purchase price as of the date of acquisition is summarized as follows: January 1, Net assets acquired 963,052 Goodwill 227,683 Foreign exchange adjustment 196,690 $ 1,387,425 Fair value of noncontrolling interest on acquisition date $ 329,711 Total purchase price in cash 1,057,714 $ 1,387,425 Net assets acquired primarily consisted of the following: January 1, Cash 459,792 Inventories 105,638 Other current assets 50,158 Property and equipment, net 802,137 $ 1,417,725 Less: other current liabilities (454,673 ) $ 963,052 |
Long-Term Investments
Long-Term Investments | 12 Months Ended |
Jun. 30, 2022 | |
Long-Term Investments [Abstract] | |
LONG-TERM INVESTMENTS | 7. LONG-TERM INVESTMENTS As of June 30, 2022 and 2021, the Company’s long-term investment was as following: June 30, June 30, Hunan Liangxi Cultural Media Co., Ltd. (“Liangxi”) $ 1,182,195 $ - Urban Tea Management Inc. (“Meno”) 310,000 310,000 Guokui Management Inc. (“Guokui”) 320,000 320,000 CYY - 394,822 Store Master - 714,478 Less: Share of results of equity investees (299,194 ) (182,287 ) Impairment of investment in equity investees (412,707 ) - $ 1,100,294 $ 1,557,013 Investment in other equity investee During the year ended June 30, 2022, the Company made investment of $1,227,070 in Liangxi, over which the Company owned 49% equity interest. For the period from acquisition through June 30, 2022, Liangxi incurred net loss of $173,490 and the Company recorded share of equity loss of $85,010 in Liangxi. Investments in Meno and Guokui During the year ended June 30, 2021, the Company made investments aggregating $310,000 in Meno, in which the Company and an unrelated third party owned equity interest of 70% and 30%, respectively, and was entitled to 51% and 49% profit earned from Meno, respectively. During the year ended June 30, 2021, the Company entered into a share purchase agreement, pursuant to which the Company agreed to pay $400,000 in cash to acquire 80% 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. The investment was for the purpose of expansion its tea shop chain to overseas market. 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 year ended June 30, 2022, the Company accrued full impairment of $412,707 against the investments in Meno and Guokui, as the operation performance was far from satisfactory, and Company assessed a decline in fair value below the carrying value is other-than-temporary. For the years ended June 30, 2022, 2021, and 2020, the equity investees incurred net loss aggregating $ nil Investments in CYY and Store Master As mentioned in Note 6, the Company accounted for investments in CYY and Store Master using equity method before January 1, 2022, and consolidated CYY and CYY since January 1, 2022 as the Company obtained control over these two investees. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 8. PROPERTY AND EQUIPMENT, NET The property and equipment consisted of the following: June 30, June 30, Building $ 930,695 $ - Office equipment 687,040 601,907 Vehicles 561,918 180,293 Leasehold improvements 1,056,670 155,278 Less: accumulated depreciation (616,627 ) (179,176 ) $ 2,619,696 $ 758,302 The Company depreciated property and equipment from the next month to when the assets was available for use. For the years ended June 30, 2022, 2021, and 2020, the depreciation expenses were $278,705, $87,176, and $88,798, respectively. |
Deposits for Property and Equip
Deposits for Property and Equipment | 12 Months Ended |
Jun. 30, 2022 | |
Deposits Of Property And Equipment Disclosure [Abstract] | |
DEPOSITS FOR PROPERTY AND EQUIPMENT | 9. 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 Deposits for mining equipment (2) 66,244,707 8,630,005 Less: impairment of deposits for mining equipment (2,561,110 ) - $ 63,683,597 $ 9,635,239 (1) The deposits for leasehold improvements mainly represented the deposits for lease improvements of the Company’s research and development center which was completed in October 2022. (2) The deposits for mining equipment was mainly for the deposits for cryptocurrency miners as the Company planned to launch its blockchain business. As of June 30, 2022, certain vendors from suffered adverse impact from COVID-19 pandemic and worldwide economic recession and could not deliver miners on time, accordingly the Company accrued impairment of 2,561,110 as of June 30, 2022 |
Operating Lease
Operating Lease | 12 Months Ended |
Jun. 30, 2022 | |
Leases Of Lessee Disclosures Abstract | |
OPERATING LEASE | 10. OPERATING LEASE As of June 30, 2022, the Company leases offices space and tea shop stores under certain non-cancelable operating leases, with terms matured through December 2023. 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 $ 120,043 $ 183,908 Operating lease liabilities, current 86,547 147,205 Operating lease liabilities, noncurrent 17,820 17,990 Total operating lease liabilities $ 104,367 $ 165,015 The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of June 30, 2022 and 2021: June 30, June 30, Remaining lease term and discount rate Weighted average remaining lease term (years) 1.13 2.10 Weighted average discount rate 4.75 % 4.75 % Rent expense for the years ended June 30, 2022, 2021, and 2020 was $164,454, $226,055, and $377,261, respectively. The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2022: Twelve months ended June 30, Lease payment 2023 $ 86,977 2024 20,113 Total lease payments 107,090 Less: imputed interest (2,723 ) Present value of lease liabilities $ 104,367 |
Equity
Equity | 12 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | 11. 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 On February 16, 2022, the Company’s shareholders adopted its Memorandum and Articles of Association by a special resolution, pursuant to which the Company’s authorized share capital was divided into Class A ordinary shares and Class B ordinary shares effective immediately on February 16, 2022 (“Redesignation”). Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to 20 votes per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. - Class A ordinary shares As of June 30, 2020, there were 4,518,865 shares 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 (“April Registered Direct Offering”) 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, ranging 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. 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. On July 16, 2021, the Company entered into certain securities purchase agreement with certain non-affiliated institutional investors pursuant to which the Company sold 15,000,000 of its ordinary shares and warrants to purchase 15,000,000 Ordinary Shares in a registered direct offering (“July Registered Direct Offering”), for gross proceeds of approximately $22.5 million and net proceeds of approximately $20.8 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. On September 16, 2021, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company 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 and three warrants to purchase one share each 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 (“September Private Placement”). The transaction was closed on October 7, 2021. On October 14, 2021, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company agreed to sell an aggregate of 15,814,652 units (the “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 $0.71 per Unit, for an aggregate purchase price of approximately $11.07 million (“October Private Placement”). The transaction was closed on November 5, 2021. On October 14, 2021, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company agreed to sell an aggregate of 4,000,000 ordinary shares of the Company, no par value, at a price of $0.57 per share, for an aggregate purchase price of approximately $2.28 million. The transaction was closed on November 5, 2021. On November 5, 2021, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company agreed to sell an aggregate of 27,740,512 units (the “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 $1.05 per Share, at a price of $0.875 per Unit, for an aggregate purchase price of approximately $24.27 million (“November Private Placement”). The transaction was closed on November 10, 2021. In November 2021, certain institutional investors of July Registered Direct Offering exercised warrants to purchase 4,450,000 ordinary shares of the Company, no par value, for an aggregate purchase price of approximately $6.68 million. For the year ended June 30, 2022, the Company issued 15,232,000 ordinary shares to five employees and three non-employees for their services provided during the year. The fair value of the ordinary shares were referred to market price on issuance date, ranging between $0.33 and $0.34, and the Company recorded expenses of approximately $5.62 million. - Class B ordinary shares On December 9, 2021, the Company granted 1,300,000 Class B ordinary shares to the Company’s chief executive officer as a part of the compensation expenses for the period of October 1, 2021 through September 30, 2022. The grant-date share price was $0.67 per share. For the year ended June 30, 2022, the Company issued 975,000 Class B ordinary shares and recorded share-based compensation expenses of $653,252. As of June 30, 2022 and 2021, the Company had 116,773,794 and 20,384,630 shares of Class A ordinary shares issued and outstanding, respectively. As of June 30, 2022 and 2021, the Company had 975,000 and nil 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 June 30, 2020 239,675 3.67 years Exercise of direct offering warrants (179,942 ) May 23, 2024 Granted in April Registered Direct Offering 6,950,000 5.5 years October 29, 2025 Granted in April Private Placement 11,392,464 5.5 years October 19, 2025 Balance of warrants outstanding as of June 30, 2021 18,402,197 5.31 years Granted in July Registered Direct Offering 15,000,000 5 years July 15, 2026 Granted in September Private Placement 4,717,333 5.5 years March 15, 2027 Granted in October Private Placement 5,271,551 5.5 years April 13, 2027 Granted in November Private Placement 9,246,837 5.5 years May 4, 2028 Exercise of warrants issued in July Registration Direct Offering (4,450,000 ) July 15, 2026 Repurchase of warrants issued in April Registered Direct Offering (5,549,000 ) October 29, 2026 Repurchase of warrants issued in July Registered Direct Offering (10,549,000 ) July 15, 2026 $ 32,089,918 4.88 years As of June 30, 2020, the Company had warrants to purchase 239,675 Class A ordinary shares, among which 35,973 shares shall be exercised at $13.1 per share and 203,702 shares shall be exercised at $0.51. These warrants were classified as liability with changes in fair value charged to consolidated statements of operations and comprehensive loss. During February through March 2021, the investors exercised warrants to purchase 179,942 ordinary shares. As at June 30, 2022 and 2021, the fair value of the warrants were $ nil Private placement warrants In connection with the April Private Placement, September Private Placement, October Private Placement and November Private Placement, the Company issued warrants to purchase 11,392,464 Class A ordinary shares, 4,717,333 Class A ordinary shares, 5,271,551 Class A ordinary shares and 9,246,837 Class A ordinary shares, respectively. These warrants are exercisable six (6) months from the date of issuance at an initial exercise price of $3.6 per share, 0.8875 per share, $0.875 per share, and $1.05 per share, respectively, 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. The warrants were classified as equity as they were indexed to the Company’s own stocks and classified as the Company’s equity. On the issuance dates, the Company estimated fair value of the warrants in connection with the April Private Placement, September Private Placement, October Private Placement and November Private Placement at $5,213,951, $2,287,907, $2,477,629 and $6,139,900, respectively, 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. 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: April 20, September 16, October 14, November 5, Terms of warrants 5.5 years 5.5 years 5.5 years 5.5 years Exercise price 4.65 0.89 0.88 1.05 Risk free rate of interest 0.46 % 0.84 % 1.05 % 1.04 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Annualized volatility of underlying stock 57.02 % 56.38 % 56.37 % 56.42 % Registered direct offering warrants In connection with April , the Company issued warrants to purchase Class A ordinary shares and 15,000,00 The warrants were classified as equity as they were indexed to the Company’s own stocks and classified as the Company’s equity. On the issuance dates, the Company estimated fair value of the warrants in connection with the April at $7,888,250 and $6,045,000, respectively, 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. 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: The key assumption used in estimates are as follows: April 30, July 16, Terms of warrants 5.5 years 5.5 years Exercise price 3.60 1.50 Risk free rate of interest 0.46 % 0.79 % Dividend yield 0.00 % 0.00 % Annualized volatility of underlying stock 55.87 % 54.62 % In November 2021, certain institutional investors of July Registered Direct Offering exercised warrants to purchase 4,450,000 ordinary shares of the Company, no par value, for an aggregate purchase price of approximately $6.68 million. On January 25, 2022, the Company entered into certain Warrant Purchase Agreement (the “Agreement”) with certain investors who subscribed for warrants issued in July Registered Direct Offering, pursuant to which the Company agreed to buy back warrants held by the investors with the right to purchase an aggregate of 10,549,000 Class A ordinary shares, no par value, of the Company, with an exercise price of $1.50 per Ordinary Share and an expiration date of July 20, 2026. The purchase price for each Warrant is $0.40. On January 25, 2022, the Company entered into certain Warrant Purchase Agreement (the “Agreement”) with certain investors who subscribed for warrants issued in April Registered Direct Offering, pursuant to which the Company agreed to buy back warrants held by the investors with the right to purchase an aggregate of 5,549,000 Class A ordinary shares, no par value, of the Company, with an exercise price of $3.60 per Ordinary Share and an expiration date of October 29, 2025. The purchase price for each Warrant is $0.40. As of June 30, 2022, the Company made fully payments of $6,439,200. |
(Loss) Income Per Share
(Loss) Income Per Share | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
(LOSS) INCOME PER SHARE | 12 (LOSS) INCOME PER SHARE The following table sets forth the computation of basic and diluted (loss) income per common share for the years ended June 30, 2022, 2021 and 2020, respectively: For the Years Ended 2022 2021 2020 Net loss $ (25,823,675 ) $ (8,043,113 ) $ (2,122,427 ) Net loss from continuing operations $ (13,347,104 ) $ (8,226,323 ) $ (2,090,126 ) Net (loss) income from discontinued operations $ (12,476,571 ) $ 183,210 $ (32,301 ) Weighted Average Shares Outstanding-Basic and Diluted 79,385,028 10,151,051 3,322,733 Loss per share- basic and diluted $ (0.33 ) $ (0.79 ) $ (0.64 ) Net loss per share from continuing operations – basic and diluted $ (0.17 ) $ (0.81 ) $ (0.63 ) Net (loss) income per share from discontinued operations – basic and diluted $ (0.16 ) $ 0.02 $ (0.01 ) Basic (loss) income per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted (loss) per income 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, 2022, 2021, and 2020. The number of warrants is excluded from the computation as the anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES British Virgin Islands Under the current tax laws of BVI, the Company and its subsidiary incorporated in the BVI are not subject to tax on income or capital gains. The United States of America BTB NY is incorporated in the State of New York in the U.S., and is subject to U.S. federal corporate income taxes. Bitmine is incorporated in the State of New Jersey 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, 2022 and 2021, the Company’s federal net operating loss carryforward for U.S. income taxes was $13,446,058 and $9,216,271, 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 MYT 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, MYT 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 The Company’s WFOEs and VIEs, and their subsidiaries 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%. For the years ended June 30, 2022 and 2021, the Company’s continuing operations are not subject to current income tax expenses or deferred income tax expenses. Below is a reconciliation of the statutory tax rate to the effective tax rate of continuing operations: For the Years Ended June 30, 2022 2021 2020 PRC statutory income tax rate 25 % 25 % 25 % Effect of different tax rates available to different jurisdictions (12.5 )% (14.8 )% (1.1 )% Effect of non-deductible expenses (0.0 )% (0.0 )% (0.1 )% Effect of change in valuation allowance and others (12.5 )% (10.2 )% (23.8 )% 0 % $ 0 % $ 0 % Deferred tax assets as of June 30, 2022 and 2021 consist of the following: June 30, June 30, Net operating loss carrying forward $ 6,123,858 $ 4,449,630 Less: valuation allowance (6,123,858 ) (4,449,630 ) Total Assets $ - $ - As of June 30, 2022 and 2021, the Company had net operating loss carryforwards of $26,650,620 and $19,273,124, 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 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, 2022 and 2021, 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, 2022 and 2021, 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, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 14. RELATED PARTY TRANSACTIONS AND BALANCES In August 2021, the Company lent USDT of $1.3 million to Mr. Zhu Yi, who is legal representative of Hunan Yitai. The loan bore an interest rate of 1% with maturity date on May 29, 2023. As of June 30, 2022, the Company had a balance due from related party of $1,300,000. During the year ended June 30, 2022, the Company made loans of $650,000 to Ms. Congying Liao, who is the legal representative of BTB Investment. The loan bore an interest rate of 2.64% with maturity date on November 18, 2022. As of June 30, 2022, the Company had a balance due from the related party of $650,000. As of June 30, 2021, the Company had no balances due from or due to related parties. For the years ended June 30, 2021 and 2020, the Company did not incur significant related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. 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. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 16. SEGMENT 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. Because distribution of dark tea products conducted by 39Pu was classified as discontinued operations (Note 4) for the years ended June 30, 2022, 2021 and 2020, the Company does not take into distribution of dark tea products as a segment. As of June 30, 2022 and 2021, 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 to-be launched blockchain business conducted by Hunan BTB. As of June 30, 2020, the Company had one segment, which is retail business by provision of high-quality tea beverages in its tea shop chain (“tea shop chain”) conducted by Hunan MYT. Accordingly the net loss from continuing operations were all allocated to the segment of tea shop chain. The following tables present the summary of each segment’s financial performance which is considered as a segment operating performance measure, for the years ended June 30, 2022 and 2021: For the Years Ended June 30, 2022 Tea shop Blockchain Unallocated Total Revenues $ 765,094 $ - $ - $ 765,094 Cost of revenues $ (450,310 ) $ - $ - $ (450,310 ) General and administrative expenses $ (1,809,435 ) $ (2,976,619 ) $ (5,622,476 ) $ (10,408,530 ) Other (expenses) income $ (283,111 ) $ (2,560,131 ) $ (410,116 ) $ (3,253,358 ) Net income (loss) from continuing operations before income taxes $ (1,761,389 ) $ (5,536,750 ) $ (6,048,965 ) $ (13,347,104 ) For the Years Ended June 30, 2021 Tea shop Blockchain Unallocated Total Revenues $ 358,515 $ - $ - $ 358,515 Cost of revenues $ (180,214 ) $ - $ - $ (180,214 ) General and administrative expenses $ (992,884 ) $ (63,949 ) $ (7,722,761 ) $ (8,779,594 ) Other income $ 214,041 $ 47,905 $ 113,024 $ 374,970 Net income (loss) from continuing operations before income taxes $ (600,542 ) $ (16,044 ) $ (7,609,737 ) $ (8,226,323 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 17. SUBSEQUENT EVENT On August 2, 2022, Bit Brother New York Inc. (“BTB NY”), a subsidiary of Bit Brother Limited (the “Company”), entered into a plant lease (the “Lease”) with Petawatt Properties LLC (“Petawatt”) for approximately 220,000 square feet of space located at 695 West End Avenue, Carthage, County of Jefferson, New York (the “Plant”), having a 10 year term beginning on September 1, 2022 and ending on August 31, 2032 with an annual rental rate of US$1 million. Pursuant to the terms of the Lease, BTB NY paid a deposit (the “Deposit”) of US$100,000 and deposited US$3,900,000 (the “Escrow Amount”) as the first four years of rent, minus the Deposit, into an escrow account subject to an escrow agreement between BTB NY, Petawatt and an escrow agent dated of the same date. The rent shall be payable to Petawatt on August 1 for each year of the lease term. The Plant is currently capable of hosting 12.5 megawatts of renewable or carbon neutral energy for BTB NY’s computer equipment, and can house BTB NY’s miners and equipment in containers outside the Plant. Pursuant to the terms of the Lease, Petawatt shall assist BTB NY in entering into supply agreements for an aggregate of 62.5 megawatts to be delivered to the Plant (the “Supply Agreements”), at a price not to exceed an average of $50 per megawatt, and on terms reasonably satisfactory to BTB NY. In the event that (i) the first 12.5 megawatts of renewable or carbon neutral power is not available to BTB NY on or before October 1, 2022, (ii) the Supply Agreements are not executed before September 1, 2022, (iii) Petawatt is unable to deliver an amended certificate of occupancy for the Plant that shall permit use of the Plant for a supercomputer center in the name of BTB NY before September 1, 2022, or (iv) Petawatt is unable to deliver the Plant to BTB NY in a condition which is in compliance with all applicable laws, rules and regulations, BTB NY shall have the right to terminate the Lease and Petawatt shall immediately refund to BTB NY the Escrow Amount. Petawatt was unable to deliver the Supply Agreements on terms reasonably satisfactory to BTB NY by September 1, 2022, and as a result BTB NY terminated the Lease Agreement with Petawatt on September 1, 2022, and the Escrow Amount has been fully refunded to BTB NY. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principle of consolidation | (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. |
Consolidation of Variable Interest Entity | (b) Consolidation of Variable Interest Entity Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, the Company operates its businesses in which foreign investment is restricted or prohibited in the PRC through various contractual arrangements with VIEs that are incorporated and owned and controlled by PRC citizens. Specifically, these representative PRC domestic companies are Hunan BTB, Hunan MYT and 39Pu. The registered capital of these PRC domestic companies was funded by the Company through loans extended to the equity holders of these PRC domestic companies. The Company has entered into certain exclusive business cooperation agreements with these PRC domestic companies, which entitle it to receive a majority of their residual returns and make it obligatory for the Company to absorb a majority of the risk of losses from their activities. In addition, the Company has entered into certain agreements with the equity holders of these PRC domestic companies, including loan agreements that require them to contribute registered capital to those PRC domestic companies, exclusive option agreements to acquire the equity interests in these companies when permitted by the PRC laws, rules and regulations, share pledge agreements of the equity interests held by those equity holders, and proxy agreements that irrevocably authorize individuals designated by the Company to exercise the equity owner’s rights over these PRC domestic companies. Exclusive Business Cooperation Agreement Pursuant to the Exclusive Business Cooperation Agreements, WFOEs provide VIEs with technical support, consulting services and management services on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, VIEs granted an irrevocable and exclusive option to WFOEs to purchase from each of VIEs, any or all of VIEs’ assets at the lowest purchase price permitted under the PRC laws. Should WFOEs exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to VIEs by WFOEs under the agreement, WFOEs are 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 WFOEs based on the value of services rendered by WFOEs and the actual income of VIEs from time to time, which is substantially equal to all of the net income of Hunan MYT and Hunan BTB, 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 WFOEs with 30-day prior written notice. VIEs do not have the right to terminate the agreement unilaterally. WFOEs may unilaterally extend the term of this agreement with prior written notice. Exclusive Option Agreement Under the Exclusive Option Agreement between equity holders of VIEs and WFOEs, irrevocably granted WFOEs (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 VIEs. 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. The agreement remains effective for a term of ten years and may be renewed at WFOEs’ election. Share Pledge Agreement Under the Share Pledge Agreement, equity holders of VIEs pledged all of their equity interests in VIEs to WFOEs to guarantee the performance of VIEs’ 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 VIEs and their equity holders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, WFOEs, 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. WFOEs 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 VIEs, respectively. WFOEs shall cancel or terminate the Share Pledge Agreement upon VIEs’ full payment of fees payable under the Exclusive Business Cooperation Agreement. Timely Reporting Agreement To ensure VIEs promptly provide all of the information that WFOEs and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between WFOEs, and VIEs, respectively. Under the Timely Reporting Agreement, VIEs 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, equity holders of VIEs authorized WFOEs 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 VIEs, 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 VIEs. 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 equity holders of VIEs are shareholders of Company. The VIE Agreements became effective immediately upon their execution. 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. WFOEs are deemed to have a controlling financial interest and be the primary beneficiary of VIEs, because WFOEs have 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 their respective net income to Shanghai MYT, respectively, and BTB Hunan pays service fees equal to 100% of its net income to BTB Qingdao. At the same time, Shanghai MYT is entitled to receive 100% and 51% of expected residual returns from VIEs, respectively. The VIE Agreements are designed so that VIEs operate for the benefit of the Company. Accordingly, the accounts of VIEs 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 VIEs and its ability to conduct its business may be materially and adversely affected. Since the Company has not commenced its blockchain business, currently all of the Company’s main current operations are conducted through Hunan MYT since November 2018, and through 39Pu since October 2019. was Current regulations in China permit VIEs 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 VIEs 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. Since the VIE agreements with 39Pu were terminated in August 2022, and 39Pu was accounted for as discontinued operations, the following financial statement balances and amounts reflect the financial position and financial performances of Shanghai MYT and BTB Hunan and their respective subsidiaries, which were included in the consolidated financial statements as of June 30, 2022 and 2021, and for the years ended June 30, 2022, 2021 and 2020, after elimination of intercompany transactions and balances June 30, June 30, ASSETS Cash $ 922,197 $ 1,348,776 Short-term investments - 116,417 Inventories 121,733 104,296 Loan due from a third party - 12,301,391 Other current assets 51,004 241,239 Long-term investment 1,100,294 1,144,306 Goodwill 227,683 - Property and equipment, net 2,278,091 758,302 Deposits for plant, property and equipment 45,755,946 1,006,234 Other noncurrent assets 131,266 271,284 Total Assets $ 50,588,214 $ 17,292,785 Other liabilities 666,841 218,577 Total Liabilities $ 666,841 $ 218,577 For the Years Ended 2022 2021 2020 Revenue $ 765,094 $ 358,515 $ 448,000 Net loss (2,671,274 ) (401,387 ) (1,558,038 ) |
Use of estimates | (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. |
Segment reporting | (d) Segment reporting (continued) 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. Because 39Pu was accounted for discontinued operations (Note 1) for the years ended June 30, 2022 and 2021, and accordingly the dark tea distribution business conducted by 39Pu was not identified as an operating segment. For the years ended June 30, 2022 and 2021, the Company the Company identifies two operating business lines, including retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT, and planned blockchain business to be conducted by Hunan BTB. 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, 2020, the Company had one operating business line, which was retail business by provision of high-quality tea beverages in its tea shop chain business conducted by Hunan MYT. |
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, 2022 and 2021, 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. 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 11. 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, and the warrants issued to the agent for the registered direct offering on May 24, 2019 (Note 11), at the fair value of $27,339, and $38,237, respectively. As of June 30, 2022, the fair value of these warrants were $ nil |
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. |
Trade receivables | (h) 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 wrote off accounts receivables of $112,232 and $ nil |
Inventories | (i) 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. As of June 30, 2022, the Company had certain obsolescent inventories and accrued inventory provision of $336,643. As of June 30, 2021, the Company had no inventory provisions. |
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 impairment charges of $69,566, $ nil nil |
Investment in an equity investee | (n) Long-term investments In accordance with ASC 323 “Investments - Equity Method and Joint Ventures,”, the Company accounts for the investment using equity method, because the Company has significant influence but does not own a majority equity interest or otherwise control over the equity investee. Under the equity method, the Company initially records its investment at cost. The Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated statements of income and comprehensive income and its share of post-acquisition movements in accumulated other comprehensive loss is recognized in other comprehensive loss. The Company records its share of the results of the equity investees on a one quarter in arrears basis. When the Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee. The Company continually reviews its investment in the equity investee to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region, market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. For the years ended June 30, 2022, 2021 and 2020, the Company recognized impairment of $412,707, $ nil nil |
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, 2022, 2021 and 2020 is as follows: For the Years Ended 2022 2021 2020 Sales of tea products, beverages and light meals in retail shop chains from continuing operations $ 765,094 $ 358,515 $ 448,000 Sales of dark tea products from discontinued operations 1,670,659 5,353,166 417,705 $ 2,435,753 $ 5,711,681 $ 865,705 |
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, 2022. As of June 30, 2022, income tax returns for the tax years ended December 31, 2016 through December 31, 2021 remain open for statutory examination by PRC tax authorities. |
Income (loss) per share | (q) Loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted 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, 2022, 2021 and 2020, respectively. The number of warrants is omitted excluded from the computation as the anti-dilutive effect. |
Comprehensive income (loss) | (r) Comprehensive loss Comprehensive loss includes net income (loss) and other comprehensive foreign currency adjustments income. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss. Accumulated other comprehensive loss, 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 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, 2022. |
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. In August 2022, the Company terminated VIE agreements with shareholders of 39Pu, which conducts dark tea distribution business conducted. The termination met all the conditions required in order to be classified as a discontinued operation (Note 1). Accordingly, the operating results of the dark tea distribution segment are reported as a loss from discontinued operations in the accompanying consolidated financial statements for all periods presented. For additional information, see Note 4, “Termination of VIE Agreements with Shareholders of 39Pu”. |
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. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. |
Non-controlling interest | (y) Non-controlling interest Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company. |
Goodwill | (z) 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, 2022, the Company provided full impairment charge against goodwill arising from acquisition of 39Pu due to termination of VIE agreements with 39Pu shareholders in August 2022. The impairment was charged as a component of “(loss) income from discontinued operations” in the consolidated statements of operations and comprehensive loss. For the years ended June 30, 2021 and 2020, the Company did not provide impairment charge against goodwill. |
Reclassification | (aa) Reclassification Certain items in the financial statements of comparative period have been reclassified to conform to the financial statements for the current period, primarily for the effects of discontinued operations of 39Pu (see Note 4 for detail) and reverse split of the Company’s ordinary shares (see Note 11 for detail). |
Recently announced accounting standards | (bb) 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. 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of consolidated financial statements | Name of Entity Date of Place of % of Principal Activities Parent company: BTB November 28, 2011 BVI Parent Investment holding Wholly owned subsidiaries of BTB Bit Brother New York Inc. (“BTB NY”) May 22, 2018 USA 100% owned by BTB Investment holding Bitmine Inc. (“Bitmine”) [November 29, 2021 USA 100% owned by BTB Blockchain business NTH Holdings Limited (“MYT BVI”) August 28, 2018 BVI 100% owned by BTB Investment holding BTB Limited (“BTB HK”) July 10, 2020 Hong Kong 100% owned by BTB NY Investment holding Tea Language Group Limited (“MYT HK”) September 11, 2018 Hong Kong 100% owned by MYT BVI Investment holding BTBox November 1, 2021 PRC 100% owned by BTB HK Blockchain business BTB Investment May 25, 2021 PRC 100% owned by BTB HK Blockchain business Hunan Yitai December 20, 2021 PRC 100% owned by BTB Investment Blockchain business Hunan Box September 22, 2021 PRC 99% owned by BTB Investment Blockchain business Hunan MBox April 11, 2022 PRC 100% owned by BTB Investment Blockchain business Hunan Yitai Continental Digital Technology Co., Ltd. (“Hunan Yi Tai Digital”) December 30, 2021 PRC 100% owned by Hunan Yitai Blockchain business Shanghai MYT October 19, 2019 PRC 100% owned by MYT HK Investment holding BTB Qingdao March 22, 2021 PRC 100% owned by MYT HK Investment holding VIE BTB Hunan May 13, 2021 PRC VIE Blockchain business Hunan MYT October 17, 2018 PRC VIE Provision of high-quality tea beverages in its tea shop chain 39Pu* April 14, 2011 PRC VIE Dark tea distribution VIEs’ Subsidiaries BTB Hunan Digital May 20, 2021 PRC 100% owned by BTB Hunan Blockchain business Changsha Kaidian Daren Food Trading Co., Ltd. (“Kaidiandaren”) May 27, 2014 PRC 51% owned by Hunan MYT Provision of high-quality tea beverages in its tea shop chain Hunan Chuangyeying Brand Management Co., Ltd. (“Chuangyeying”) December 13, 2013 PRC 51% owned by Hunan MYT Provision of high-quality tea beverages in its tea shop chain * On August 4, 2022, the Company closed termination of VIE agreements with 51% equity owners of 39Pu. According to ASC 205-20, 39Pu was presented as a discontinued operation in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of consolidation of variable interest entity | June 30, June 30, ASSETS Cash $ 922,197 $ 1,348,776 Short-term investments - 116,417 Inventories 121,733 104,296 Loan due from a third party - 12,301,391 Other current assets 51,004 241,239 Long-term investment 1,100,294 1,144,306 Goodwill 227,683 - Property and equipment, net 2,278,091 758,302 Deposits for plant, property and equipment 45,755,946 1,006,234 Other noncurrent assets 131,266 271,284 Total Assets $ 50,588,214 $ 17,292,785 Other liabilities 666,841 218,577 Total Liabilities $ 666,841 $ 218,577 For the Years Ended 2022 2021 2020 Revenue $ 765,094 $ 358,515 $ 448,000 Net loss (2,671,274 ) (401,387 ) (1,558,038 ) |
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 2022 2021 2020 Sales of tea products, beverages and light meals in retail shop chains from continuing operations $ 765,094 $ 358,515 $ 448,000 Sales of dark tea products from discontinued operations 1,670,659 5,353,166 417,705 $ 2,435,753 $ 5,711,681 $ 865,705 |
Termination of Vie Agreements_2
Termination of Vie Agreements with Shareholders of 39PU (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Termination Of Vie Agreements With Shareholders Abstract | |
Schedule of reconciliation of the fair value of major classes of assets acquired and liabilities | June 30, June 30, ASSETS Cash $ 44,078 $ 432,789 Short-term investments 647,819 2,526,328 Trade receivables 374,697 291,106 Inventories 723,199 1,362,700 Other current assets 108,301 315,934 Goodwill - 9,573,081 Property and equipment, net 938,408 1,243,805 Intangible assets 1,672 2,106 Right of use assets 234,047 981,264 Total Assets $ 3,072,221 $ 16,729,113 LIABILITIES Other current liabilities $ 51,818 $ 323,313 Income tax payable 142,447 147,759 Lease liabilities 124,263 925,097 Total Liabilities $ 318,528 $ 1,396,169 |
Schedule of finalization of the purchase price allocation | For the Years Ended June 30, 2022 2021 2020 Revenue $ 1,672,504 $ 5,353,166 $ 417,705 Cost of revenues (1,326,413 ) (3,571,175 ) (160,768 ) General and administrative expenses (2,790,108 ) (1,619,508 ) (426,655 ) Impairment of goodwill (9,573,081 ) - - Other (expenses) income (459,473 ) 166,269 137,417 Income tax expenses - (145,542 ) - Net (loss) income from discontinued operations $ (12,476,571 ) $ 183,210 $ (32,301 ) |
Loans Due From Third Parties (T
Loans Due From Third Parties (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Loans Due From Third Parties Table [Abstract] | |
Schedule of loans due from third parties | June 30, June 30, Golden Mountain Solution Inc. 18,600,000 - Golden Bridge Solution Inc. 3,822,785 - Xie Juan 500,000 - Wei Yuzhog 500,000 - Golden Tree Inc. 100,000 - Qingdao Gangganghao Technology Co., Ltd. - 3,623,076 Qingdao Honghuanglv Media Co., Ltd. - 619,329 Qingdao Xiaohuangbei Technology Co., Ltd. - 4,722,386 Qingdao Dabutong Network Technology Co., Ltd. - 3,337,140 Hunan Peiyuan Media Co., Ltd. 3,000,000 3,000,000 Li Xian 1,000,000 1,000,000 Lu Hongwen 714,027 714,027 $ 28,236,812 $ 17,015,958 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of allocation of the purchase price | January 1, Net assets acquired 963,052 Goodwill 227,683 Foreign exchange adjustment 196,690 $ 1,387,425 Fair value of noncontrolling interest on acquisition date $ 329,711 Total purchase price in cash 1,057,714 $ 1,387,425 |
Schedule of net assets acquired primarily consisted | January 1, Cash 459,792 Inventories 105,638 Other current assets 50,158 Property and equipment, net 802,137 $ 1,417,725 Less: other current liabilities (454,673 ) $ 963,052 |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Long-Term Investments [Abstract] | |
Schedule of long-term investment | June 30, June 30, Hunan Liangxi Cultural Media Co., Ltd. (“Liangxi”) $ 1,182,195 $ - Urban Tea Management Inc. (“Meno”) 310,000 310,000 Guokui Management Inc. (“Guokui”) 320,000 320,000 CYY - 394,822 Store Master - 714,478 Less: Share of results of equity investees (299,194 ) (182,287 ) Impairment of investment in equity investees (412,707 ) - $ 1,100,294 $ 1,557,013 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, June 30, Building $ 930,695 $ - Office equipment 687,040 601,907 Vehicles 561,918 180,293 Leasehold improvements 1,056,670 155,278 Less: accumulated depreciation (616,627 ) (179,176 ) $ 2,619,696 $ 758,302 |
Deposits for Property and Equ_2
Deposits for Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Deposits Of Property And Equipment Disclosure [Abstract] | |
Schedule of deposits for property and equipment | June 30, June 30, Deposits for leasehold improvements (1) $ - $ 1,005,234 Deposits for mining equipment (2) 66,244,707 8,630,005 Less: impairment of deposits for mining equipment (2,561,110 ) - $ 63,683,597 $ 9,635,239 (1) The deposits for leasehold improvements mainly represented the deposits for lease improvements of the Company’s research and development center which was completed in October 2022. (2) The deposits for mining equipment was mainly for the deposits for cryptocurrency miners as the Company planned to launch its blockchain business. As of June 30, 2022, certain vendors from suffered adverse impact from COVID-19 pandemic and worldwide economic recession and could not deliver miners on time, accordingly the Company accrued impairment of 2,561,110 as of June 30, 2022 |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Leases Of Lessee Disclosures Abstract | |
Schedule of operating lease related assets and liabilities | June 30, June 30, Rights of use lease assets $ 120,043 $ 183,908 Operating lease liabilities, current 86,547 147,205 Operating lease liabilities, noncurrent 17,820 17,990 Total operating lease liabilities $ 104,367 $ 165,015 |
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) 1.13 2.10 Weighted average discount rate 4.75 % 4.75 % |
Schedule of maturities of lease liabilities | Twelve months ended June 30, Lease payment 2023 $ 86,977 2024 20,113 Total lease payments 107,090 Less: imputed interest (2,723 ) Present value of lease liabilities $ 104,367 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants activity | Number of Weighted Expiration Balance of warrants outstanding as of June 30, 2020 239,675 3.67 years Exercise of direct offering warrants (179,942 ) May 23, 2024 Granted in April Registered Direct Offering 6,950,000 5.5 years October 29, 2025 Granted in April Private Placement 11,392,464 5.5 years October 19, 2025 Balance of warrants outstanding as of June 30, 2021 18,402,197 5.31 years Granted in July Registered Direct Offering 15,000,000 5 years July 15, 2026 Granted in September Private Placement 4,717,333 5.5 years March 15, 2027 Granted in October Private Placement 5,271,551 5.5 years April 13, 2027 Granted in November Private Placement 9,246,837 5.5 years May 4, 2028 Exercise of warrants issued in July Registration Direct Offering (4,450,000 ) July 15, 2026 Repurchase of warrants issued in April Registered Direct Offering (5,549,000 ) October 29, 2026 Repurchase of warrants issued in July Registered Direct Offering (10,549,000 ) July 15, 2026 $ 32,089,918 4.88 years |
Schedule of key assumption used in estimates | April 20, September 16, October 14, November 5, Terms of warrants 5.5 years 5.5 years 5.5 years 5.5 years Exercise price 4.65 0.89 0.88 1.05 Risk free rate of interest 0.46 % 0.84 % 1.05 % 1.04 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Annualized volatility of underlying stock 57.02 % 56.38 % 56.37 % 56.42 % April 30, July 16, Terms of warrants 5.5 years 5.5 years Exercise price 3.60 1.50 Risk free rate of interest 0.46 % 0.79 % Dividend yield 0.00 % 0.00 % Annualized volatility of underlying stock 55.87 % 54.62 % |
(Loss) Income Per Share (Tables
(Loss) Income Per Share (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted loss per common share | For the Years Ended 2022 2021 2020 Net loss $ (25,823,675 ) $ (8,043,113 ) $ (2,122,427 ) Net loss from continuing operations $ (13,347,104 ) $ (8,226,323 ) $ (2,090,126 ) Net (loss) income from discontinued operations $ (12,476,571 ) $ 183,210 $ (32,301 ) Weighted Average Shares Outstanding-Basic and Diluted 79,385,028 10,151,051 3,322,733 Loss per share- basic and diluted $ (0.33 ) $ (0.79 ) $ (0.64 ) Net loss per share from continuing operations – basic and diluted $ (0.17 ) $ (0.81 ) $ (0.63 ) Net (loss) income per share from discontinued operations – basic and diluted $ (0.16 ) $ 0.02 $ (0.01 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of the statutory tax rate to the effective tax rate | For the Years Ended June 30, 2022 2021 2020 PRC statutory income tax rate 25 % 25 % 25 % Effect of different tax rates available to different jurisdictions (12.5 )% (14.8 )% (1.1 )% Effect of non-deductible expenses (0.0 )% (0.0 )% (0.1 )% Effect of change in valuation allowance and others (12.5 )% (10.2 )% (23.8 )% 0 % $ 0 % $ 0 % |
Schedule of deferred tax assets | June 30, June 30, Net operating loss carrying forward $ 6,123,858 $ 4,449,630 Less: valuation allowance (6,123,858 ) (4,449,630 ) Total Assets $ - $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment operating performance measure | For the Years Ended June 30, 2022 Tea shop Blockchain Unallocated Total Revenues $ 765,094 $ - $ - $ 765,094 Cost of revenues $ (450,310 ) $ - $ - $ (450,310 ) General and administrative expenses $ (1,809,435 ) $ (2,976,619 ) $ (5,622,476 ) $ (10,408,530 ) Other (expenses) income $ (283,111 ) $ (2,560,131 ) $ (410,116 ) $ (3,253,358 ) Net income (loss) from continuing operations before income taxes $ (1,761,389 ) $ (5,536,750 ) $ (6,048,965 ) $ (13,347,104 ) For the Years Ended June 30, 2021 Tea shop Blockchain Unallocated Total Revenues $ 358,515 $ - $ - $ 358,515 Cost of revenues $ (180,214 ) $ - $ - $ (180,214 ) General and administrative expenses $ (992,884 ) $ (63,949 ) $ (7,722,761 ) $ (8,779,594 ) Other income $ 214,041 $ 47,905 $ 113,024 $ 374,970 Net income (loss) from continuing operations before income taxes $ (600,542 ) $ (16,044 ) $ (7,609,737 ) $ (8,226,323 ) |
Organization and Principal Ac_3
Organization and Principal Activities (Details) ¥ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Aug. 03, 2022 CNY (¥) | Jan. 12, 2021 USD ($) | Aug. 25, 2020 | Oct. 02, 2019 USD ($) shares | Aug. 26, 2020 | Oct. 28, 2019 USD ($) shares | Jun. 30, 2022 | Aug. 04, 2022 | |
Organization and Principal Activities (Details) [Line Items] | ||||||||
Reverse stock 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. | ||||||
Equity interest percentage | 51% | |||||||
Cash paid for consideration | ¥ | ¥ 8 | |||||||
39Pu VIE Agreements [Member] | ||||||||
Organization and Principal Activities (Details) [Line Items] | ||||||||
Equity interest percentage | 51% | |||||||
Cash paid for consideration | $ | $ 700,000 | $ 2,400,000 | $ 2,400,000 | |||||
Share value for consideration (in Shares) | shares | 1,000,000 | 10,000,000 | ||||||
Additional cash consideration (in Dollars) | $ | $ 600,000 | |||||||
Additional share value amount (in Shares) | shares | 400,000 | |||||||
Purchase Agreement [Member] | ||||||||
Organization and Principal Activities (Details) [Line Items] | ||||||||
Percentage of issued and outstanding shares | 51% | |||||||
Futureway Investment setup Hunan Yi Tai Continental Holding Group Co., Ltd. (“Hunan Yi Tai”) [Member] | ||||||||
Organization and Principal Activities (Details) [Line Items] | ||||||||
Equity interest percentage | 100% | |||||||
Hunan Box Technology Co., Ltd. (“Hunan Box”) [Member] | ||||||||
Organization and Principal Activities (Details) [Line Items] | ||||||||
Equity interest percentage | 99% | |||||||
Hunan Mobile Box Technology Co., Ltd. [Member] | ||||||||
Organization and Principal Activities (Details) [Line Items] | ||||||||
Equity interest percentage | 100% | |||||||
HG Capital Group Limited [Member] | ||||||||
Organization and Principal Activities (Details) [Line Items] | ||||||||
Number of operating and reportable segments | 2 |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of consolidated financial statements | 12 Months Ended | |
Jun. 30, 2022 | ||
BTB [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Nov. 28, 2011 | |
Place of Incorporation | BVI | |
Percentage of Ownership | Parent | |
Principal Activities | Investment holding | |
Bit Brother New York Inc. (“BTB NY”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | May 22, 2018 | |
Place of Incorporation | USA | |
Percentage of Ownership | 100% owned by BTB | |
Principal Activities | Investment holding | |
Bitmine Inc. (“Bitmine”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Nov. 29, 2021 | |
Place of Incorporation | USA | |
Percentage of Ownership | 100% owned by BTB | |
Principal Activities | Blockchain business | |
NTH Holdings Limited (“MYT BVI”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Aug. 28, 2018 | |
Place of Incorporation | BVI | |
Percentage of Ownership | 100% owned by BTB | |
Principal Activities | Investment holding | |
BTB Limited (“BTB HK”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Jul. 10, 2020 | |
Place of Incorporation | Hong Kong | |
Percentage of Ownership | 100% owned by BTB NY | |
Principal Activities | Investment holding | |
Tea Language Group Limited (“MYT HK”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Sep. 11, 2018 | |
Place of Incorporation | Hong Kong | |
Percentage of Ownership | 100% owned by MYT BVI | |
Principal Activities | Investment holding | |
BTBox [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Nov. 01, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by BTB HK | |
Principal Activities | Blockchain business | |
BTB Investment [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | May 25, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by BTB HK | |
Principal Activities | Blockchain business | |
Hunan Yitai [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Dec. 20, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by BTB Investment | |
Principal Activities | Blockchain business | |
Hunan Box [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Sep. 22, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 99% owned by BTB Investment | |
Principal Activities | Blockchain business | |
Hunan MBox [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Apr. 11, 2022 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by BTB Investment | |
Principal Activities | Blockchain business | |
Hunan Yitai Continental Digital Technology Co., Ltd. (“Hunan Yi Tai Digital”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Dec. 30, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by Hunan Yitai | |
Principal Activities | Blockchain business | |
Shanghai MYT [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Oct. 19, 2019 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by MYT HK | |
Principal Activities | Investment holding | |
BTB Qingdao [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Mar. 22, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by MYT HK | |
Principal Activities | Investment holding | |
BTB Hunan [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | May 13, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | VIE | |
Principal Activities | Blockchain business | |
Hunan MYT [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Oct. 17, 2018 | |
Place of Incorporation | PRC | |
Percentage of Ownership | VIE | |
Principal Activities | Provision of high-quality tea beverages in its tea shop chain | |
39Pu [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Apr. 14, 2011 | [1] |
Place of Incorporation | PRC | [1] |
Percentage of Ownership | VIE | [1] |
Principal Activities | Dark tea distribution | [1] |
BTB Hunan Digital [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | May 20, 2021 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 100% owned by BTB Hunan | |
Principal Activities | Blockchain business | |
Changsha Kaidian Daren Food Trading Co., Ltd. (“Kaidiandaren”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | May 27, 2014 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 51% owned by Hunan MYT | |
Principal Activities | Provision of high-quality tea beverages in its tea shop chain | |
Hunan Chuangyeying Brand Management Co., Ltd. (“Chuangyeying”) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Date of Incorporation | Dec. 13, 2013 | |
Place of Incorporation | PRC | |
Percentage of Ownership | 51% owned by Hunan MYT | |
Principal Activities | Provision of high-quality tea beverages in its tea shop chain | |
[1] On August 4, 2022, the Company closed termination of VIE agreements with 51% equity owners of 39Pu. According to ASC 205-20, 39Pu was presented as a discontinued operation in the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Income taxes benefit, percentage | 51% | ||
Exclusive option agreement term | 10 years | ||
Operating segments | 2 | 2 | 1 |
Operating business | 2 | ||
Fair value of warrants (in Dollars) | $ (65,576) | $ (275,055) | $ (282,232) |
Fair value of warrants | |||
Accounts receivables (in Dollars) | $ 112,232 | ||
Accrued inventory (in Dollars) | 336,643 | 0 | |
Asset Impairment Charges (in Dollars) | 69,566 | ||
Equity investments (in Dollars) | $ 412,707 | ||
Property and equipment [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Residual value rate, percentage | 5% | ||
Warrant [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Fair value of warrants (in Dollars) | $ 27,339 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Income taxes benefit, percentage | 50% | ||
Hunan MYT [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service fee, Percentage | 100% | ||
39Pu [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service fee, Percentage | 51% | ||
BTB Qingdao [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service fee, Percentage | 100% | ||
Shanghai MYT [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service fee, Percentage | 100% | ||
VIEs [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Service fee, Percentage | 51% | ||
Registered direct offering warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Fair value of warrants (in Dollars) | $ 38,237 | ||
Intangible assets [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Residual value rate, percentage | 5% | ||
WFOEs’ [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Exclusive option agreement term | 10 years | ||
Hunan MYT [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Operating segments | 2 | ||
BTB Hunan [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Operating segments | 2 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
ASSETS | |||
Cash | $ 922,197 | $ 1,348,776 | |
Short-term investments | 116,417 | ||
Inventories | 121,733 | 104,296 | |
Loan due from a third party | 12,301,391 | ||
Other current assets | 51,004 | 241,239 | |
Long-term investment | 1,100,294 | 1,144,306 | |
Goodwill | 227,683 | ||
Property and equipment, net | 2,278,091 | 758,302 | |
Deposits for plant, property and equipment | 45,755,946 | 1,006,234 | |
Other noncurrent assets | 131,266 | 271,284 | |
Total Assets | 50,588,214 | 17,292,785 | |
Other liabilities | 666,841 | 218,577 | |
Total Liabilities | 666,841 | 218,577 | |
Revenue | 765,094 | 358,515 | $ 448,000 |
Net loss | $ (2,671,274) | $ (401,387) | $ (1,558,038) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives | 12 Months Ended |
Jun. 30, 2022 | |
Electronic equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 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 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets | 12 Months Ended |
Jun. 30, 2022 | |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Revenue Recognition Abstract | |||
Sales of tea products, beverages and light meals in retail shop chains from continuing operations | $ 765,094 | $ 358,515 | $ 448,000 |
Sales of dark tea products from discontinued operations | 1,670,659 | 5,353,166 | 417,705 |
Total | $ 2,435,753 | $ 5,711,681 | $ 865,705 |
Risks (Details)
Risks (Details) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 CNY (¥) |
Risks (Details) [Line Items] | ||
Deposited with a bank | $ 12,000,000 | |
Insured amount | 75,000 | ¥ 500,000 |
Mainland China [Member] | ||
Risks (Details) [Line Items] | ||
Deposited with a bank | 900,000 | |
Insured amount | $ 250,000 |
Termination of Vie Agreements_3
Termination of Vie Agreements with Shareholders of 39PU (Details) | 12 Months Ended |
Jun. 30, 2022 | |
Termination Of Vie Agreements With Shareholders Abstract | |
Purchase of shares percentage | 51% |
Termination of Vie Agreements_4
Termination of Vie Agreements with Shareholders of 39PU (Details) - Schedule of reconciliation of the fair value of major classes of assets acquired and liabilities - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
ASSETS | ||
Cash | $ 44,078 | $ 432,789 |
Short-term investments | 647,819 | 2,526,328 |
Trade receivables | 374,697 | 291,106 |
Inventories | 723,199 | 1,362,700 |
Other current assets | 108,301 | 315,934 |
Goodwill | 9,573,081 | |
Property and equipment, net | 938,408 | 1,243,805 |
Intangible assets | 1,672 | 2,106 |
Right of use assets | 234,047 | 981,264 |
Total Assets | 3,072,221 | 16,729,113 |
LIABILITIES | ||
Other current liabilities | 51,818 | 323,313 |
Income tax payable | 142,447 | 147,759 |
Lease liabilities | 124,263 | 925,097 |
Total Liabilities | $ 318,528 | $ 1,396,169 |
Termination of Vie Agreements_5
Termination of Vie Agreements with Shareholders of 39PU (Details) - Schedule of finalization of the purchase price allocation - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Urban Tea [Member] | |||
Termination of Vie Agreements with Shareholders of 39PU (Details) - Schedule of finalization of the purchase price allocation [Line Items] | |||
Revenue | $ 1,672,504 | ||
Cost of revenues | (1,326,413) | ||
General and administrative expenses | (2,790,108) | ||
Impairment of goodwill | (9,573,081) | ||
Other (expenses) income | (459,473) | ||
Income tax expenses | |||
Net (loss) income from discontinued operations | $ (12,476,571) | ||
39Pu [Member] | |||
Termination of Vie Agreements with Shareholders of 39PU (Details) - Schedule of finalization of the purchase price allocation [Line Items] | |||
Revenue | $ 5,353,166 | ||
Cost of revenues | (3,571,175) | ||
General and administrative expenses | (1,619,508) | ||
Impairment of goodwill | |||
Other (expenses) income | 166,269 | ||
Income tax expenses | (145,542) | ||
Net (loss) income from discontinued operations | $ 183,210 | ||
Pro Forma Financial Data [Member] | |||
Termination of Vie Agreements with Shareholders of 39PU (Details) - Schedule of finalization of the purchase price allocation [Line Items] | |||
Revenue | $ 417,705 | ||
Cost of revenues | (160,768) | ||
General and administrative expenses | (426,655) | ||
Impairment of goodwill | |||
Other (expenses) income | 137,417 | ||
Income tax expenses | |||
Net (loss) income from discontinued operations | $ (32,301) |
Loans Due From Third Parties (D
Loans Due From Third Parties (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Nov. 30, 2022 | Dec. 30, 2021 | |
Loans Due From Third Parties (Details) [Line Items] | ||||
Loan bear fixed interest rate | 6.70% | |||
Certain Loans Acquired in Transfer Accounted for as Available-for-Sale Debt Securities, Acquired, Cash Flows Expected to be Collected at Acquisition | $ 12,300,000 | |||
Extended loans year | 1 year | |||
short-term investments | $ 80,918 | |||
Loan agreement amount | $ 35.8 | $ 16.7 | ||
Minimum [Member] | ||||
Loans Due From Third Parties (Details) [Line Items] | ||||
Loan bear fixed interest rate | 1% | |||
Maximum [Member] | ||||
Loans Due From Third Parties (Details) [Line Items] | ||||
Loan bear fixed interest rate | 2.64% |
Loans Due From Third Parties _2
Loans Due From Third Parties (Details) - Schedule of loans due from third parties - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Golden Mountain Solution Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | $ 18,600,000 | |
Golden Bridge Solution Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 3,822,785 | |
Xie Juan [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 500,000 | |
Wei Yuzhog [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 500,000 | |
Golden Tree Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 100,000 | |
Qingdao Gangganghao Technology Co., Ltd. [Member[ | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 3,623,076 | |
Qingdao Honghuanglv Media Co., Ltd. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 619,329 | |
Qingdao Xiaohuangbei Technology Co., Ltd. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 4,722,386 | |
Qingdao Dabutong Network Technology Co., Ltd. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 3,337,140 | |
Hunan Peiyuan Media Co., Ltd. [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 3,000,000 | 3,000,000 |
Li Xian [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 1,000,000 | 1,000,000 |
Lu Hongwen [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | 714,027 | 714,027 |
Total [Member] | ||
Related Party Transaction [Line Items] | ||
Total loans due from third parties | $ 28,236,812 | $ 17,015,958 |
Business Combination (Details)
Business Combination (Details) | 1 Months Ended |
Oct. 31, 2020 USD ($) | |
Chuangyeying Brand Management Co., Ltd. [Member] | |
Business Combination (Details) [Line Items] | |
Cash consideration | $ 376,462 |
Store Master Food Trading Co., Ltd. [Member] | |
Business Combination (Details) [Line Items] | |
Cash consideration | $ 681,252 |
Business Combination [Member] | |
Business Combination (Details) [Line Items] | |
Equity interest | 51% |
Business Combination (Details)
Business Combination (Details) - Schedule of allocation of the purchase price | Jan. 01, 2022 USD ($) |
Schedule Of Allocation Of The Purchase Price Abstract | |
Net assets acquired | $ 963,052 |
Goodwill | 227,683 |
Foreign exchange adjustment | 196,690 |
Total | 1,387,425 |
Fair value of noncontrolling interest on acquisition date | 329,711 |
Total purchase price in cash | 1,057,714 |
Total purchase consideration | $ 1,387,425 |
Business Combination (Details_2
Business Combination (Details) - Schedule of net assets acquired primarily consisted | Jan. 01, 2022 USD ($) |
Schedule Of Net Assets Acquired Primarily Consisted Abstract | |
Cash | $ 459,792 |
Inventories | 105,638 |
Other current assets | 50,158 |
Property and equipment, net | 802,137 |
Total | 1,417,725 |
Less: other current liabilities | (454,673) |
Net tangible assets | $ 963,052 |
Long-Term Investments (Details)
Long-Term Investments (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Long-Term Investments (Details) [Line Items] | |||
Investment | $ 1,227,070 | $ 310,000 | |
Equity interest rate | 49% | 80% | |
Incurred net loss | $ 195,048 | $ 22,245 | |
Cash | $ 400,000 | ||
Impairment of investment | 412,707 | ||
Maximum [Member] | |||
Long-Term Investments (Details) [Line Items] | |||
Equity interest rate | 70% | ||
Profit earned rate | 51% | ||
Unrelated third party investor rate | 51% | ||
Minimum [Member] | |||
Long-Term Investments (Details) [Line Items] | |||
Equity interest rate | 30% | ||
Profit earned rate | 49% | ||
Unrelated third party investor rate | 49% | ||
Liangxi [Member] | |||
Long-Term Investments (Details) [Line Items] | |||
Incurred net loss | 173,490 | ||
Equity loss | $ 85,010 |
Long-Term Investments (Detail_2
Long-Term Investments (Details) - Schedule of long-term investment - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Schedule Of Long Term Investment Abstract | ||
Hunan Liangxi Cultural Media Co., Ltd. (“Liangxi”) | $ 1,182,195 | |
Urban Tea Management Inc. (“Meno”) | 310,000 | $ 310,000 |
Guokui Management Inc. (“Guokui”) | 320,000 | 320,000 |
CYY | 394,822 | |
Store Master | 714,478 | |
Less: Share of results of equity investees | (299,194) | (182,287) |
Impairment of investment in equity investees | (412,707) | |
Total | $ 1,100,294 | $ 1,557,013 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 278,705 | $ 87,176 | $ 88,798 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (616,627) | $ (179,176) |
Property, plant and equipment, net | 2,619,696 | 758,302 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 930,695 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 687,040 | 601,907 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 561,918 | 180,293 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,056,670 | $ 155,278 |
Deposits for Property and Equ_3
Deposits for Property and Equipment (Details) | 12 Months Ended |
Jun. 30, 2022 USD ($) | |
Deposits Of Property And Equipment Disclosure [Abstract] | |
Accrued impairment | $ 2,561,110 |
Deposits for Property and Equ_4
Deposits for Property and Equipment (Details) - Schedule of deposits for property and equipment - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Deposits For Property And Equipment Abstract | |||
Deposits for leasehold improvements | [1] | $ 1,005,234 | |
Deposits for mining equipment | [2] | 66,244,707 | 8,630,005 |
Less: impairment of deposits for mining equipment | (2,561,110) | ||
Deposits for property and equipment total | $ 63,683,597 | $ 9,635,239 | |
[1] The deposits for leasehold improvements mainly represented the deposits for lease improvements of the Company’s research and development center which was completed in October 2022. The deposits for mining equipment was mainly for the deposits for cryptocurrency miners as the Company planned to launch its blockchain business. As of June 30, 2022, certain vendors from suffered adverse impact from COVID-19 pandemic and worldwide economic recession and could not deliver miners on time, accordingly the Company accrued impairment of 2,561,110 as of June 30, 2022 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases Of Lessee Disclosures Abstract | |||
Rent expense | $ 164,454 | $ 226,055 | $ 377,261 |
Operating Lease (Details) - Sch
Operating Lease (Details) - Schedule of operating lease related assets and liabilities - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Schedule Of Operating Lease Related Assets And Liabilities Abstract | ||
Rights of use lease assets | $ 120,043 | $ 183,908 |
Operating lease liabilities, current | 86,547 | 147,205 |
Operating lease liabilities, noncurrent | 17,820 | 17,990 |
Total operating lease liabilities | $ 104,367 | $ 165,015 |
Operating Lease (Details) - S_2
Operating Lease (Details) - Schedule of weighted average remaining lease terms and discount rates | Jun. 30, 2022 | Jun. 30, 2021 |
Remaining lease term and discount rate | ||
Weighted average remaining lease term (years) | 1 year 1 month 17 days | 2 years 1 month 6 days |
Weighted average discount rate | 4.75% | 4.75% |
Operating Lease (Details) - S_3
Operating Lease (Details) - Schedule of maturities of lease liabilities - Lease Payment [Member] | Jun. 30, 2022 USD ($) |
Operating Lease (Details) - Schedule of maturities of lease liabilities [Line Items] | |
2023 | $ 86,977 |
2024 | 20,113 |
Total lease payments | 107,090 |
Less: imputed interest | (2,723) |
Present value of lease liabilities | $ 104,367 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 09, 2021 | Nov. 05, 2021 | Oct. 14, 2021 | Apr. 28, 2021 | Mar. 26, 2021 | Aug. 25, 2020 | Aug. 14, 2020 | May 24, 2019 | Nov. 21, 2017 | Jan. 25, 2022 | Nov. 30, 2021 | Nov. 16, 2021 | Oct. 31, 2021 | Oct. 30, 2021 | Sep. 30, 2021 | Sep. 16, 2021 | Jul. 31, 2021 | Jul. 16, 2021 | Apr. 30, 2021 | Apr. 20, 2021 | Aug. 26, 2020 | Jul. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 12, 2021 | |
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. | ||||||||||||||||||||||||
Recorded expenses | $ 5,620,000 | $ 4,630,000 | ||||||||||||||||||||||||
Purchase of ordinary shares (in Shares) | 179,942 | |||||||||||||||||||||||||
Sale of ordinary shares (in Shares) | 15,000,000 | |||||||||||||||||||||||||
Purchase of warrants (in Shares) | 15,000,000 | |||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.05 | $ 0.875 | ||||||||||||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 4,450,000 | |||||||||||||||||||||||||
Aggregate purchase price | $ 6.68 | |||||||||||||||||||||||||
Fair value of warrants | $ (65,576) | $ (275,055) | $ (282,232) | |||||||||||||||||||||||
Warrant purchase description | the Company had warrants to purchase 239,675 Class A ordinary shares, among which 35,973 shares shall be exercised at $13.1 per share and 203,702 shares shall be exercised at $0.51. These warrants were classified as liability with changes in fair value charged to consolidated statements of operations and comprehensive loss. During February through March 2021, the investors exercised warrants to purchase 179,942 ordinary shares. | |||||||||||||||||||||||||
Total of ordinary shares (in Shares) | 1,500,000 | |||||||||||||||||||||||||
Initial exercise price per share (in Dollars per share) | $ 1.5 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares issued (in Shares) | 863,335 | |||||||||||||||||||||||||
Minimum [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Price per share (in Dollars per share) | 0.33 | $ 1.68 | ||||||||||||||||||||||||
Maximum [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.34 | $ 5.7 | ||||||||||||||||||||||||
egistered Direct Offering [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Purchase price | $ 6.68 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 4,450,000 | |||||||||||||||||||||||||
Aggregate purchase price | $ 6.68 | |||||||||||||||||||||||||
Fair value of warrants | $ 65,581 | |||||||||||||||||||||||||
Earn-Out Payments [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares issued (in Shares) | 700,000 | |||||||||||||||||||||||||
October Private Placement [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Purchase price | $ 24.27 | $ 11.07 | $ 10.05 | |||||||||||||||||||||||
Warrants issued (in Shares) | 15,232,000 | |||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 0.67 | |||||||||||||||||||||||||
Fair value of warrants | $ 6,139,900 | $ 2,477,629 | $ 2,287,907 | $ 5,213,951 | $ 6,439,200 | $ 975,000 | $ 653,252 | |||||||||||||||||||
Total of ordinary shares (in Shares) | 6,950,000 | |||||||||||||||||||||||||
Initial exercise price per share (in Dollars per share) | $ 3.6 | |||||||||||||||||||||||||
Warrants issuance of period | 5 years 6 months | |||||||||||||||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 0.8875 | $ 3.6 | ||||||||||||||||||||||||
Aggregate shares percentage | 9,246,837% | 5,271,551% | 4,717,333% | 11,392,464% | ||||||||||||||||||||||
SecuritiesPurchaseAgreementMember | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate of ordinary shares (in Shares) | 4,000,000 | 27,740,512 | 14,152,000 | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.875 | $ 0.71 | ||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.05 | $ 0.57 | $ 0.8875 | $ 1.5 | ||||||||||||||||||||||
Purchase price | $ 2.28 | |||||||||||||||||||||||||
SecuritiesPurchaseAgreementMember | Common Stock [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 | $ 3.72 | $ 4 | $ 3.2 | ||||||||||||||||||||||
Gross proceeds of value | $ 25,000,000 | $ 6,000,000 | $ 22,500,000 | $ 6,000,000 | ||||||||||||||||||||||
Net proceeds | $ 23,100,000 | $ 14,100,000 | $ 5,500,000 | $ 20.8 | $ 5,500,000 | |||||||||||||||||||||
Ordinary shares, par value | $ 0 | |||||||||||||||||||||||||
SecuritiesPurchaseAgreementMember | October Private Placement [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate of ordinary shares (in Shares) | 15,814,652 | |||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.71 | |||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 0.875 | |||||||||||||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 116,773,794 | 20,384,630 | 4,518,865 | |||||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 116,773,794 | 20,384,630 | 4,518,865 | |||||||||||||||||||||||
Class A Ordinary Shares [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Sale of ordinary shares (in Shares) | 66,157,164 | 3,797,488 | ||||||||||||||||||||||||
Class B Ordinary Shares [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 975,000 | |||||||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 975,000 | |||||||||||||||||||||||||
Chief Executive Officer [Member] | Class B Ordinary Shares [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares granted (in Shares) | 1,300,000 | |||||||||||||||||||||||||
April Registered Direct Offering [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 0.4 | |||||||||||||||||||||||||
Fair value of warrants | $ 7,888,250 | |||||||||||||||||||||||||
Warrant expiration date | Oct. 29, 2025 | |||||||||||||||||||||||||
April Registered Direct Offering [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate of ordinary shares (in Shares) | 5,549,000 | |||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 3.6 | |||||||||||||||||||||||||
July Registered Direct Offering [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.5 | $ 0.4 | ||||||||||||||||||||||||
Fair value of warrants | $ 6,045,000 | |||||||||||||||||||||||||
Warrant expiration date | Jul. 20, 2026 | |||||||||||||||||||||||||
July Registered Direct Offering [Member] | Class A Ordinary Shares [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate of ordinary shares (in Shares) | 10,549,000 | |||||||||||||||||||||||||
Earn-Out Payments [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Equity interest percentage | 51% |
Equity (Details) - Schedule of
Equity (Details) - Schedule of warrants activity - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity (Details) - Schedule of warrants activity [Line Items] | ||
Granted in September Private Placement, Number of shares | 4,717,333 | |
Granted in September Private Placement, Weighted average life | 5 years 6 months | |
Granted in September Private Placement, Expiration dates | March 15, 2027 | |
Granted in October Private Placement, Number of shares | 5,271,551 | |
Granted in October Private Placement, Weighted average life | 5 years 6 months | |
Granted in October Private Placement, Expiration dates | April 13, 2027 | |
Granted in November Private Placement, Number of shares | 9,246,837 | |
Granted in November Private Placement, Weighted average life | 5 years 6 months | |
Granted in November Private Placement, Expiration dates | May 4, 2028 | |
Repurchase of warrants issued in April Registered Direct Offering, Number of shares | (5,549,000) | |
Repurchase of warrants issued in April Registered Direct Offering, Expiration dates | October 29, 2026 | |
Repurchase of warrants issued in July Registered Direct Offering, Number of shares | (10,549,000) | |
Repurchase of warrants issued in July Registered Direct Offering, Expiration dates | July 15, 2026 | |
Repurchase of warrants Registered Direct Offering Total, Number of shares | 32,089,918 | |
Repurchase of warrants Registered Direct Offering Total, Weighted average life | 4 years 10 months 17 days | |
Warrant [Member] | ||
Equity (Details) - Schedule of warrants activity [Line Items] | ||
Beginning balance of warrants outstanding, Number of shares | 18,402,197 | 239,675 |
Beginning balance of warrants outstanding, Weighted average life | 3 years 8 months 1 day | |
Exercise of direct offering warrants, Number of shares (in Dollars per share) | $ (179,942) | |
Exercise of direct offering warrants, Expiration dates | May 23, 2024 | |
Granted in April Registered Direct Offering, Number of shares | 6,950,000 | |
Granted in April Registered Direct Offering, Weighted average life | 5 years 6 months | |
Granted in April Registered Direct Offering, Expiration dates | October 29, 2025 | |
Granted in April Private Placement, Number of shares | 11,392,464 | |
Granted in April Private Placement, Weighted average life | 5 years 6 months | |
Granted in April Private Placement, Expiration dates | October 19, 2025 | |
Ending balance of warrants outstanding, Number of shares | 18,402,197 | |
Ending balance of warrants outstanding, Weighted average life | 5 years 3 months 21 days | |
Granted in July Registered Direct Offering, Number of shares | 15,000,000 | |
Granted in July Registered Direct Offering, Weighted average life | 5 years | |
Granted in July Registered Direct Offering, Expiration dates | July 15, 2026 | |
Exercise of warrants issued in July Registration Direct Offering, Number of shares | (4,450,000) | |
Exercise of warrants issued in July Registration Direct Offering, Expiration dates | July 15, 2026 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of key assumption used in estimates - $ / shares | Nov. 05, 2021 | Oct. 14, 2021 | Sep. 16, 2021 | Jul. 16, 2021 | Apr. 30, 2021 | Apr. 20, 2021 |
Schedule Of Key Assumption Used In Estimates Abstract | ||||||
Terms of warrants | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Exercise price (in Dollars per share) | $ 1.05 | $ 0.88 | $ 0.89 | $ 1.5 | $ 3.6 | $ 4.65 |
Risk free rate of interest | 1.04% | 1.05% | 0.84% | 0.79% | 0.46% | 0.46% |
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% |
Annualized volatility of underlying stock | 56.42% | 56.37% | 56.38% | 54.62% | 55.87% | 57.02% |
(Loss) Income Per Share (Detail
(Loss) Income Per Share (Details) - Schedule of computation of basic and diluted loss per common share - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Computation Of Basic And Diluted Loss Per Common Share Abstract | |||
Net loss | $ (25,823,675) | $ (8,043,113) | $ (2,122,427) |
Net loss from continuing operations | (13,347,104) | (8,226,323) | (2,090,126) |
Net (loss) income from discontinued operations | $ (12,476,571) | $ 183,210 | $ (32,301) |
Weighted Average Shares Outstanding-Basic | 79,385,028 | 10,151,051 | 3,322,733 |
Loss per share- basic and diluted | $ (0.33) | $ (0.79) | $ (0.64) |
Net loss per share from continuing operations – basic | (0.17) | (0.81) | (0.63) |
Net (loss) income per share from discontinued operations – basic | $ (0.16) | $ 0.02 | $ (0.01) |
(Loss) Income Per Share (Deta_2
(Loss) Income Per Share (Details) - Schedule of computation of basic and diluted loss per common share (Parentheticals) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Computation Of Basic And Diluted Loss Per Common Share Abstract | |||
Weighted Average Shares Outstanding Diluted (in Shares) | 79,385,028 | 10,151,051 | 3,322,733 |
Loss per share- diluted | $ (0.33) | $ (0.79) | $ (0.64) |
Net loss per share from continuing operations diluted | (0.17) | (0.81) | (0.63) |
Net (loss) income per share from discontinued operations diluted | $ (0.16) | $ 0.02 | $ (0.01) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | $ 13,446,058 | $ 9,216,271 | |
United States [Member] | Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Corporate tax rate | 35% | ||
United States [Member] | Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Corporate tax rate | 21% | ||
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% | ||
Net operating loss carry forward | $ 26,650,620 | $ 19,273,124 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of the statutory tax rate to the effective tax rate | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Reconciliation Of The Statutory Tax Rate To The Effective Tax Rate Abstract | |||
PRC statutory income tax rate | 25% | 25% | 25% |
Effect of different tax rates available to different jurisdictions | (12.50%) | (14.80%) | (1.10%) |
Effect of non-deductible expenses | 0% | 0% | (0.10%) |
Effect of change in valuation allowance and others | (12.50%) | (10.20%) | (23.80%) |
Total | 0% | 0% | 0% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Schedule Of Deferred Tax Assets Abstract | ||
Net operating loss carrying forward | $ 6,123,858 | $ 4,449,630 |
Less: valuation allowance | (6,123,858) | (4,449,630) |
Total Assets |
Related Party Transactions an_2
Related Party Transactions and Balances (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Jun. 30, 2022 | |
Related Party Transactions and Balances (Details) [Line Items] | ||
Loan amount | $ 1,300,000 | |
Interest rate percentage | 1% | |
Maturity date | May 29, 2023 | |
Due from the related party | $ 1,300,000 | |
Related party, description | the Company had no balances due from or due to related parties. | |
Ms. Congying Liao [Member] | ||
Related Party Transactions and Balances (Details) [Line Items] | ||
Loan amount | $ 650,000 | |
Interest rate percentage | 2.64% | |
Maturity date | Nov. 18, 2022 | |
Due from the related party | $ 650,000 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | |||
Number of segments | 2 | 2 | 1 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of segment operating performance measure - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 765,094 | $ 358,515 |
Cost of revenues | (450,310) | (180,214) |
General and administrative expenses | (10,408,530) | (8,779,594) |
Other (expenses) income | (3,253,358) | 374,970 |
Net income (loss) from continuing operations before income taxes | (13,347,104) | (8,226,323) |
Tea shop chains [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 765,094 | 358,515 |
Cost of revenues | (450,310) | (180,214) |
General and administrative expenses | (1,809,435) | (992,884) |
Other (expenses) income | (283,111) | 214,041 |
Net income (loss) from continuing operations before income taxes | (1,761,389) | (600,542) |
Blockchain business [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Cost of revenues | ||
General and administrative expenses | (2,976,619) | (63,949) |
Other (expenses) income | (2,560,131) | 47,905 |
Net income (loss) from continuing operations before income taxes | (5,536,750) | (16,044) |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Cost of revenues | ||
General and administrative expenses | (5,622,476) | (7,722,761) |
Other (expenses) income | (410,116) | 113,024 |
Net income (loss) from continuing operations before income taxes | $ (6,048,965) | $ (7,609,737) |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | Aug. 02, 2022 USD ($) |
Subsequent Event (Details) [Line Items] | |
Plant lease, description | Bit Brother New York Inc. (“BTB NY”), a subsidiary of Bit Brother Limited (the “Company”), entered into a plant lease (the “Lease”) with Petawatt Properties LLC (“Petawatt”) for approximately 220,000 square feet of space located at 695 West End Avenue, Carthage, County of Jefferson, New York (the “Plant”), having a 10 year term beginning on September 1, 2022 and ending on August 31, 2032 with an annual rental rate of US$1 million. |
Paid a deposit | $ 100,000 |
Escrow amount deposited | $ 3,900,000 |
Rent term | 4 years |
Supply agreement, description | The Plant is currently capable of hosting 12.5 megawatts of renewable or carbon neutral energy for BTB NY’s computer equipment, and can house BTB NY’s miners and equipment in containers outside the Plant. Pursuant to the terms of the Lease, Petawatt shall assist BTB NY in entering into supply agreements for an aggregate of 62.5 megawatts to be delivered to the Plant (the “Supply Agreements”), at a price not to exceed an average of $50 per megawatt, and on terms reasonably satisfactory to BTB NY. |