Document and Entity Information
Document and Entity Information - shares shares in Millions | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 20-F | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Entity File Number | 001-38857 | |
Entity Registrant Name | Bit Origin Ltd | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 375 park Ave, Fl 1502 | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10152 | |
Title of 12(g) Security | Ordinary shares, par value $0.01 per share | |
Trading Symbol | BTOG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 91.6 | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Entity Central Index Key | 0001735556 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Address, State or Province | NY | |
Auditor Name | WWC, P.C. | Prager Metis CPAs, LLC |
Auditor Firm ID | 1171 | 273 |
Auditor Location | San Mateo, California | Hackensack, New Jersey |
Business Contact [Member] | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 375 park Ave, Fl 1502 | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10152 | |
Contact Personnel Name | Lucas Wang | |
City Area Code | 347 | |
Contact Personnel Email Address | ir@bitorigin.io | |
Entity Address, State or Province | NY | |
Local Phone Number | 556-4747 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 17,805 | $ 1,943 |
Cryptocurrencies | 141,888 | |
Other receivables | 3,715,962 | |
Other receivables - related party | 354,903 | |
Prepayments | 20,625 | 130,088 |
Security deposit | 1,151,851 | |
GST tax receivable | 349,960 | |
Current assets of discontinued operations | 32,389,683 | |
Total current assets | 5,752,994 | 32,521,714 |
OTHER ASSETS | ||
Prepayments | 18,175,800 | |
Property and equipment, net | 8,026,130 | |
Cost method investment | 3,000,000 | |
Other assets of discontinued operations | 8,354,114 | |
Total other assets | 29,201,930 | 8,354,114 |
Total assets | 34,954,924 | 40,875,828 |
CURRENT LIABILITIES | ||
Convertible debenture | 1,300,000 | |
Other payables and accrued liabilities | 299,968 | 218,045 |
Other payables - related parties | 0 | 720,809 |
Current liabilities of discontinued operations | 36,458,438 | |
Total current liabilities | 299,968 | 38,697,292 |
OTHER LIABILITIES | ||
Other liabilities of discontinued operations | 3,798,524 | |
Total other liabilities | 3,798,524 | |
Total liabilities | 299,968 | 42,495,816 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares, $0.01 par value, 300,000,000 shares authorized, 91,857,298 and 40,716,642 shares issued and outstanding as of June 30, 2022 and 2021, respectively | 918,573 | 407,167 |
Additional paid-in capital | 69,719,807 | 32,175,798 |
Deferred share compensation | (21,140) | |
Statutory reserves | 1,670,367 | |
Accumulated deficit | (35,983,424) | (38,574,620) |
Accumulated other comprehensive income | 1,120,774 | |
Total Bit Origin Ltd shareholders' equity | 34,654,956 | (3,221,654) |
NONCONTROLLING INTERESTS | 1,601,666 | |
Total equity | 34,654,956 | (1,619,988) |
Total liabilities and shareholders' equity | $ 34,954,924 | $ 40,875,828 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Apr. 27, 2022 | Jun. 30, 2021 |
CONSOLIDATED BALANCE SHEETS | |||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 91,857,298 | 40,716,642 | |
Ordinary shares, shares outstanding | 91,857,298 | 40,716,642 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUES | |||
Total revenues | $ 192,351 | ||
COST OF REVENUES | |||
Total cost of revenues | 403,384 | ||
GROSS PROFIT | (211,033) | ||
OPERATING EXPENSES: | |||
General and administrative | 4,225,149 | $ 1,585,052 | $ 2,512,271 |
Impairment loss of cryptocurrencies | 50,463 | ||
Stock compensation expense | 1,622,086 | 1,889,173 | 930,223 |
Total operating expenses | 5,897,698 | 3,474,225 | 3,442,494 |
LOSS FROM OPERATIONS | (6,108,731) | (3,474,225) | (3,442,494) |
OTHER INCOME (EXPENSE) | |||
Interest expense | (54,137) | (156,048) | (123,212) |
Other finance expenses | (3,429) | (134,960) | (359,187) |
Other expense, net | (128) | ||
Gain on debt settlements | 823,749 | 125,215 | 0 |
Total other (expense) income, net | 766,055 | (165,793) | (482,399) |
LOSS BEFORE INCOME TAXES | (5,342,676) | (3,640,018) | (3,924,893) |
NET LOSS FROM CONTINUING OPERATIONS | (5,342,676) | (3,640,018) | (3,924,893) |
DISCONTINUED OPERATIONS | |||
Loss from discontinued operations, net of applicable income taxes | (30,933,269) | (43,442,949) | (474,640) |
Net gain on sale of discontinued operations, net of applicable income taxes | 34,110,454 | ||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 3,177,185 | (43,442,949) | (474,640) |
NET LOSS | (2,165,491) | (47,082,967) | (4,399,533) |
Less: Net (loss) income attributable to non-controlling interest from discontinued operations | (5,404,881) | (1,473,448) | 477,409 |
NET INCOME (LOSS) ATTRIBUTABLE TO BIT ORIGIN LTD | 3,239,390 | (45,609,519) | (4,876,942) |
OTHER COMPREHENSIVE INCOME (LOSS) | |||
Foreign currency translation | 363,880 | 2,031,732 | (559,320) |
TOTAL COMPREHENSIVE LOSS | (1,801,611) | (45,051,235) | (4,958,853) |
Less: Comprehensive (loss) income attributable to non-controlling interests from discontinued operations | (5,485,241) | (1,418,708) | 465,736 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIT ORIGIN LTD | $ 3,683,630 | $ (43,632,527) | $ (5,424,589) |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | |||
Basic | 60,493,769 | 33,194,383 | 22,417,524 |
Diluted | 60,493,769 | 33,194,383 | 22,417,524 |
(LOSS) EARNINGS PER SHARE - BASIC | |||
Continuing operations | $ (0.09) | $ (0.11) | $ (0.18) |
Discontinued operations | 0.05 | (1.31) | (0.02) |
(LOSS) EARNINGS PER SHARE - DILUTED | |||
Continuing operations | (0.09) | (0.11) | (0.18) |
Discontinued operations | $ 0.05 | $ (1.31) | $ (0.02) |
Cryptocurrencies. | |||
REVENUES | |||
Total revenues | $ 192,351 | ||
COST OF REVENUES | |||
Total cost of revenues | $ 403,384 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares | Additional paid-in capital | Deferred share compensation | Statutory reserves | Unrestricted | Accumulated other comprehensive loss | Noncontrolling Interests | Total |
Balance at the beginning at Jun. 30, 2019 | $ 219,640 | $ 11,031,937 | $ 1,496,642 | $ 12,085,566 | $ (308,571) | $ 24,525,214 | ||
Balance at the beginning (in shares) at Jun. 30, 2019 | 21,964,027 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares for services | $ 1,800 | 762,700 | $ (114,500) | 0 | 0 | 0 | 650,000 | |
Issuance of ordinary shares for services (in shares) | 180,000 | |||||||
Amortization of deferred share compensation | $ 0 | 0 | 0 | 0 | 0 | 66,792 | ||
Options issued to directors | 0 | 213,431 | 0 | 0 | 0 | 213,431 | ||
Issuance of ordinary shares | $ 10,000 | 2,648,909 | 0 | 0 | 0 | 2,658,909 | ||
Issuance of ordinary shares (in shares) | 1,000,000 | |||||||
Fair value of noncontrolling interest acquired | $ 0 | 0 | 0 | 0 | 0 | $ 2,554,638 | 2,554,638 | |
Fair value of beneficial conversion feature of convertible debenture | 0 | 259,540 | 0 | 0 | 0 | 259,540 | ||
Conversion convertible debenture into ordinary shares | $ 8,271 | 848,894 | 0 | 0 | 0 | 857,165 | ||
Conversion convertible debenture into ordinary shares (in shares) | 827,057 | |||||||
Net income (loss) | $ 0 | 0 | 0 | (4,876,942) | 0 | 477,409 | (4,399,533) | |
Statutory reserves | 0 | 0 | 66,792 | 173,725 | (173,725) | 0 | 0 | |
Foreign currency translation | 0 | 0 | 0 | 0 | (547,647) | (11,673) | (559,320) | |
Balance at the end at Jun. 30, 2020 | $ 239,711 | 15,765,411 | (47,708) | 1,670,367 | 7,034,899 | (856,218) | 3,020,374 | 26,826,836 |
Balance at the end (in shares) at Jun. 30, 2020 | 23,971,084 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sales of ordinary shares | $ 86,238 | 8,905,927 | 0 | 0 | 0 | 8,992,165 | ||
Sales of ordinary shares (in shares) | 8,623,762 | |||||||
Issuance of ordinary shares for services | $ 18,730 | 1,460,385 | (21,140) | 0 | 0 | 0 | 1,457,975 | |
Issuance of ordinary shares for services (in shares) | 1,873,000 | |||||||
Issuance of ordinary shares for compensation | $ 2,000 | 266,000 | (268,000) | 0 | 0 | 0 | 0 | |
Issuance of ordinary shares for compensation (in shares) | 200,000 | |||||||
Amortization of deferred share compensation | $ 0 | 0 | 315,708 | 0 | 0 | 0 | 315,708 | |
Options issued to directors | 0 | 30,490 | 0 | 0 | 0 | 30,490 | ||
Issuance of ordinary shares | 0 | |||||||
Conversion convertible debenture into ordinary shares | $ 51,218 | 5,015,070 | 0 | 0 | 0 | 5,066,288 | ||
Conversion convertible debenture into ordinary shares (in shares) | 5,121,796 | |||||||
Issuance of ordinary shares for debt settlements | $ 9,270 | 732,515 | 0 | 0 | 0 | 741,785 | ||
Issuance of ordinary shares for debt settlements (in shares) | 927,000 | |||||||
Net income (loss) | $ 0 | 0 | 0 | (45,609,519) | 0 | (1,473,448) | (47,082,967) | |
Foreign currency translation | 0 | 0 | 0 | 0 | 1,976,992 | 54,740 | 2,031,732 | |
Balance at the end at Jun. 30, 2021 | $ 407,167 | 32,175,798 | (21,140) | 1,670,367 | (38,574,620) | 1,120,774 | 1,601,666 | (1,619,988) |
Balance at the end (in shares) at Jun. 30, 2021 | 40,716,642 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sales of ordinary shares | $ 465,743 | 34,578,781 | 0 | 0 | 0 | 35,044,524 | ||
Sales of ordinary shares (in shares) | 46,574,322 | |||||||
Issuance of ordinary shares for services | $ 2,500 | 247,500 | 0 | 0 | 0 | 250,000 | ||
Issuance of ordinary shares for services (in shares) | 250,000 | |||||||
Issuance of ordinary shares for compensation | $ 15,800 | 1,335,146 | 0 | 0 | 0 | 1,350,946 | ||
Issuance of ordinary shares for compensation (in shares) | 1,580,054 | |||||||
Amortization of deferred share compensation | $ 0 | 0 | $ 21,140 | 0 | 0 | 0 | 21,140 | |
Issuance of ordinary shares | $ 6,000 | (6,000) | 0 | 0 | 0 | 0 | ||
Issuance of ordinary shares (in shares) | 600,000 | |||||||
Conversion convertible debenture into ordinary shares | $ 21,363 | 1,388,582 | 0 | 0 | 0 | 1,409,945 | ||
Conversion convertible debenture into ordinary shares (in shares) | 2,136,280 | |||||||
Deconsolidation of discontinued operations | $ 0 | 0 | (1,670,367) | (648,194) | (1,565,014) | 3,883,575 | 0 | |
Net income (loss) | 0 | 0 | 0 | 3,239,390 | 0 | (5,404,881) | (2,165,491) | |
Foreign currency translation | 0 | 0 | 0 | 0 | 444,240 | $ (80,360) | 363,880 | |
Balance at the end at Jun. 30, 2022 | $ 918,573 | $ 69,719,807 | $ 0 | $ (35,983,424) | $ 0 | $ 34,654,956 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 91,857,298 |
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 | $ (2,165,491) | $ (47,082,967) | $ (4,399,533) |
Net income (loss) from discontinued operations | 3,177,185 | (43,442,949) | (474,640) |
Net loss from continuing operations | (5,342,676) | (3,640,018) | (3,924,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 276,763 | ||
Impairment loss of cryptocurrencies | 50,463 | ||
Stock compensation expense | 1,622,086 | 1,889,173 | 930,223 |
Late payment penalty expense | 500,000 | ||
Amortization of convertible debenture issuance cost and discount | 131,688 | 357,853 | |
Gain on debt settlement | (823,749) | (125,215) | 0 |
Change in operating assets and liabilities | |||
Cryptocurrencies - mining, net of mining pool operating fees | (192,351) | ||
Other receivables | (686,750) | 28,940 | (28,940) |
Prepayments | (18,066,337) | (111,682) | (18,406) |
Security deposit | (1,151,851) | ||
Other payables and accrued liabilities | 294,809 | 276,210 | 269,521 |
Taxes payable | (349,960) | ||
Net cash used in operating activities from continuing operations | (24,369,553) | (1,550,904) | (1,914,642) |
Net cash provided by (used in) operating activities from discontinued operations | 10,080,079 | (8,992,926) | (3,997,377) |
Net cash used in operating activities | (14,289,474) | (10,543,830) | (5,912,019) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of plant and equipment | (8,302,893) | ||
Cost method investment | (3,000,000) | ||
Net cash used in investing activities from continuing operations | (11,302,893) | ||
Net cash (used in) provided by investing activities from discontinued operations | (3,177) | 159,062 | |
Net cash (used in) provided by investing activities | (11,306,070) | 159,062 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from other payables - related parties, net | 645,096 | 297,393 | 166,032 |
Proceeds from issuance of ordinary shares through private placements | 8,992,165 | ||
Proceeds from issuance of ordinary shares through public offerings | 35,044,524 | ||
Proceeds from convertible debentures, net of issuance costs | 1,300,000 | 5,480,000 | |
Net cash provided by financing activities from continuing operations | 35,689,620 | 10,589,558 | 5,646,032 |
Net cash used in financing activities from discontinued operations | (9,698,610) | (1,935,391) | (1,569,024) |
Net cash provided by financing activities | 25,991,010 | 8,654,167 | 4,077,008 |
EFFECT OF EXCHANGE RATE ON CASH | (7,487) | 459,834 | (4,296) |
CHANGES IN CASH | 387,979 | (1,429,829) | (1,680,245) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year | 105,931 | 1,535,760 | 3,216,005 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year | 493,910 | 105,931 | 1,535,760 |
LESS: CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM DISCONTINUED OPERATIONS | 476,105 | 103,988 | 1,372,120 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM CONTINUING OPERATIONS | 17,805 | 1,943 | 163,640 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest | 644,319 | 488,360 | |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | |||
Other receivable - related party offset with other payable - related party upon execution of the tri-party offset agreement | 1,195,585 | ||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 11,568 | 3,240,920 | |
Issuance of ordinary shares for acquisition | 0 | 0 | 2,658,909 |
Conversion of convertible debenture into ordinary shares | 1,300,000 | 5,066,288 | $ 857,165 |
Conversion of debts into ordinary shares | $ 741,785 | ||
Other receivable - related party from disposal of subsidiary | $ 1,000,000 |
Nature of business and organiza
Nature of business and organization | 12 Months Ended |
Jun. 30, 2022 | |
Nature of business and organization | |
Nature of business and organization | Note 1 – Nature of business and organization Organization Bit Origin Ltd (“Bit Origin” or the “Company”), formerly known as China Xiangtai Food Co., Ltd., is a holding company incorporated on January 23, 2018, under the laws of the Cayman Islands. Bit Origin has no substantive operations other than holding all of the outstanding share capital of the following entities: ● SonicHash Inc, (“SonicHash Canada”), SonicHash Pte. Ltd (“SonicHash Singapore”) and SonicHash LLC (SonicHash US). ● WVM (“Xiangtai BVI”) is a holding company holding all of the outstanding equity of CVS Limited, (“Xiangtai HK”). Xiangtai HK is also a holding company holding all of the outstanding equity of Chongqing Jinghuangtai Business Management Consulting Co., Ltd. (“Xiangtai WFOE”), which controls subsidiaries and variable interest entities (VIEs) based in China. The Company disposed Xiangtai BVI on April 27, 2022. ● China Silanchi Holding Limited (“Silanchi”) is a holding company holding all of the outstanding equity of Haochuangge Limited, (“Haochuangge HK”). Haochuangge HK is also a holding company holding all of the outstanding equity of Beijing Gangyixing Technology Ltd. (“Gangyixing WFOE”), which controls Beijing Fu Tong Ge Technology Co., Ltd. (“Fu Tong Ge”), a VIE based in China. Silanchi and its subsidiaries and VIEs are currently not engaging in any active business. The Company disposed Silanchi on April 27, 2022. Business Overview The Company has been in the process of preparing for new business activities in cryptocurrency mining operations through its newly incorporated subsidiaries SonicHash Canada, SonicHash Singapore and SonicHash LLC since December 2021. The Company made three bulk purchases of cryptocurrency mining equipment for approximately $7.0 million in December 2021, approximately $6.0 million in January 2022, and approximately $13.3 million in February 2022, respectively. As of the reporting date, the Company have made the payment in full for the purchases with an amount of approximately $26.3 million. As of June 30, 2022, 868 units of cryptocurrency mining equipment have been delivered to a mining facility in Georgia, U.S. and started to generate revenue from May 2022. The Company, through its VIEs contractual with Xiangtai WFOE, Chongqing Penglin Food Co., Ltd. (“CQ Penglin”) and Chongqing Ji Mao Cang Feed Co., Ltd. (“JMC”), and through its wholly-owned subsidiaries, Guang’an Yongpeng Food Co., Ltd. (“GA Yongpeng”) and Chongqing Pengmei Supermarket Co. Ltd., (“CQ Pengmei”), engaged in slaughtering, processing, packing and selling various processed meat products business and raw feed materials wholesales business. The Company disposed those businesses on April 27, 2022 (See Note 3). As a result, the historic results of operations for the Company’s grocery stores business are reported as discontinued operations under the guidance of Accounting Standards Codification 205. Historic Business Acquisition On July 2, 2018, the Company acquired CQ Pengmei that operated two grocery stores under common control of Ms. Zeshu Dai, its CEO, and her spouse in the city of Chongqing. The operations of these two grocery stores started in November 2017. The acquisition price was at the carrying value on CQ Pengmei books and records for a total of approximately $0.9 million (RMB 5,949,052). In February 2020, the Company discontinued its grocery stores business as the Company has been operating at losses in this business. On April 3, 2020, the Company entered into a Share Purchase Agreement (“SPA”) with Xiangtai WFOE, JMC, which engages in raw feed material and formula solution wholesales business, and the shareholders of JMC (“JMC Shareholders”). Pursuant to the SPA, the Company shall issue to the shareholder who owns 51% of JMC’s equity interest 2,000,000 duly authorized, fully paid and nonassessable ordinary shares of the Company, valued at a price of $1.77 per share, the closing price of the Company’s ordinary share on April 3, 2020, for an aggregate discounted purchase price of $2,658,909 with probability of contingent considerations, subject to the milestones as specified in the SPA, in exchange for JMC Shareholders’ agreement to cause JMC to enter into certain VIE agreements with Xiangtai WFOE, through which WFOE shall have the right to control, manage and operate JMC in return for a service fee equal to 51% of JMC’s after-tax net income. According to the milestones, 1,600,000 shares were issued to JMC shareholders as of June 30, 2022. The remaining contingent 400,000 shares which shall be issued to JMC shareholders before August 7, 2022 will not be issued as the business was disposed on April 27, 2022. On September 3, 2020, the Company entered into a share purchase agreement with Silanchi, a British Virgin Islands company, and China Gelingge Holding Limitied and China Yaxinge Holding Limited, the shareholders of Silanchi, who collectively hold 100% equity interest of Silanchi and to deliver a total consideration of US$100 in exchange for acquiring 98% equity interest of Silanchi. Silanchi was established on December 12, 2019 and was disposed on April 27, 2022. New Business On December 14, 2021, the Company formed SonicHash Inc. (“SonicHash Canada”), a company incorporated under the laws of Alberta, Canada. On December 16, 2021, the Company formed SonicHash Pte. Ltd. (“SonicHash Singapore”), a company incorporated under the laws of Singapore. On December 17, 2021, the Company formed SonicHash LLC (“SonicHash US”) under the laws of the State of Delaware. The Company holds 100% equity interest in SonicHash Canada, SonicHash Singapore and SonicHash US, which mainly engage in cryptocurrency mining related operation and management. On December 15, 2021, SonicHash Canada purchased 742 units of cryptocurrency mining equipment for a total purchase price of $6,999,200, excluding tax. SonicHash Canada has paid the purchase price and the cryptocurrency mining equipment has been delivered to a facility in Alberta, Canada. On March 20, 2022, SonicHash US imported these cryptocurrency mining equipment to the US. These equipment have been delivered to a mining facility in Georgia, U.S. and started to generate revenue from May 2022. On January 6, 2022, SonicHash US purchased 686 units of cryptocurrency mining equipment for a total purchase price of $5,995,640, excluding tax. SonicHash US has paid the purchase price and the cryptocurrency mining equipment will be delivered to U.S in batches. 126 units have been delivered to a mining facility in Georgia, U.S. and started to generate revenue from May 2022; 560 units have been delivered to Indiana, U.S. and started to generate revenue from July 2022. On February 14, 2022, SonicHash US purchased 2,200 units of cryptocurrency mining equipment for a total purchase price of $13,281,400, excluding tax. SonicHash US has paid the purchase price and the cryptocurrency mining equipment are set to be delivered to U.S. in batches. 1,140 units have been delivered to a mining facility in Indiana, U.S. and started to generate revenue from July 2022. Another 1,060 units will be delivered in 2022 Q3. By the end of June 2022, the Company had purchased 3,628 units of cryptocurrency mining equipment. The Company had 868 units in stock by the end of June 2022, another 1,700 units arrived in Marion Indiana in July 2022 and the remaining 1,060 units are to be delivered in 2022 Q3. Consolidation Scope The accompanying consolidated financial statements reflect the activities of Bit Origin and each of the following entities: Name Background Ownership Xiangtai BVI · 100% owned by Bit Origin Xiangtai HK · A Hong Kong company 100% owned by Xiangtai BVI Xiangtai WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Xiangtai HK CQ Penglin · A PRC limited liability company · Slaughtering, processing, packing, and selling various processed meat products. VIE of Xiangtai WFOE GA Yongpeng · A PRC limited liability company · Slaughtering, processing, packing and selling various processed meat products. 100% owned by Xiangtai WFOE CQ Pengmei · A PRC limited liability company 100% owned by Xiangtai WFOE · Grocery stores selling daily necessities JMC · A PRC limited liability company 51 % VIE of Xiangtai WFOE · Feed raw materials and formula solutions wholesales. Silanchi · A British Virgin Islands company 100% owned by Bit Origin Haochuangge · A Hong Kong company 100% owned by Silanchi Gangyixing WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Haochuangge Fu Tong Ge · A PRC limited liability company VIE of Gangyixing WFOE SonicHash Canada · A Canada company 100% owned by Bit Origin SonicHash Singapore · A Singapore company 100% owned by Bit Origin SonicHash US · A US company 100% owned by Bit Origin |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2022 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Principles of consolidation The consolidated financial statements include the accounts of the Company, its subsidiaries, and its variable interest entities. All intercompany transactions and balances are eliminated upon consolidation. The Company accounts for its noncontrolling interests in joint ventures or partnerships where the Company has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the original investments are recorded at cost and adjusted for our share of earnings, losses, and distributions. Distributions received from equity method investees are accounted for under the cumulative earnings approach on the Company’s consolidated statements of cash flows. The Company accounts for investments in joint ventures or partnerships where the Company has virtually no influence over financial and operational matters using the cost method of accounting. In such cases, the original investments are recorded at cost and any distributions received are recorded as revenue. All of the Investments in joint ventures or partnerships are subject to the impairment review policy. Use of estimates and assumptions In presenting the consolidated financial statements in accordance with U.S. GAAP, management make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgement and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The inputs into our judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Estimates are used when accounting for items and matters including, but not limited to revenue recognition, residual values, lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets and goodwill, estimates of allowances for doubtful accounts, estimates of impairment of long-lived assets and goodwill, valuation of deferred tax assets, estimated fair value used in business acquisitions, issuance of common stock and warrants exercised and other provisions and contingencies. Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. Xiangtai BVI conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The Company’s results of discontinued operations and cash flows are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included in accumulated other comprehensive income (loss) amounted to nil and $1,120,774 as of June 30, 2022 and 2021, respectively. The balance sheet amounts of discontinued operations, with the exception of shareholders’ equity at April 27, 2022 and June 30, 2021 were translated at 6.61 RMB and 6.46 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to the consolidated statements of discontinued operations and comprehensive loss and cash flows from July 1, 2021 to April 27, 2022 and for the years ended June 30, 2021 and 2020 were 6.41 RMB, 6.62 RMB and 7.03 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. Business combinations The purchase of price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition. Discontinued operations 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 meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued operations are met, including management having the authority to approve the action and committing to a plan to sell the entity or the components, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of 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. See Note 4 – Discontinued operations. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and time deposits placed with banks or other financial institutions and have original maturities of less than three months. Cryptocurrencies Cryptocurrencies (Bitcoin) are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the year ended June 30, 2022, $50,463 impairment loss was recorded. Purchases of cryptocurrencies by the Company are included within investing activities in accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. Other receivables Other receivables include receivable due to exercised warrants and receivable due from buyer of disposed entities. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes the collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2022 and 2021, no allowance for the doubtful accounts was made as the proceeds of exercised warrants were received in July 2022, and the aging of receivable due from buyer was under three months and the buyer’s business operations are as usual. Prepayments Prepayments are cash deposited for future mining equipment purchases or cash advanced to service providers for future services. This amount is refundable and bears no interest. Security deposits Security deposits are cash deposited to mining services providers with a term of one year. This amount is refundable and bears no interest. Plant and equipment, net Plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Useful Life Cryptocurrency mining equipment 5 years The cost and related accumulated depreciation and amortization of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Cryptocurrency mining equipment is used in the Bitcoin mining business. The amount of $276,763 was recorded for the mining equipment during the year ended June 30, 2022. Cost method investments The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. No event had occurred and indicated that other-than-temporary impairment existed and therefore the Company did not record any impairment charges for its investments for the year ended June 30, 2022. Impairment for long-lived assets Long-lived assets, including plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. During the years ended June 30, 2022 and 2021, no impairment of long-lived assets was recognized. Financial Instruments The Company analyzes all financial instruments with features of both liabilities and equity under FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. The embedded conversion features of convertible debentures not separately accounted for as a derivative and contained considered to be derivative instruments provide for a rate of conversion that is below market value. Such feature is normally characterized as a “beneficial conversion feature” (“BCF”) required to separate the instruments into debt and equity. A BCF is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is “in the money” if the effective conversion price is lower than the commitment date fair value of the share into which it is convertible. The relative fair values of the BCF were recorded as discounts from the face amount of the respective debt instrument. The Company amortized the discount using the straight-line method which approximates the effective interest method through maturity of such instruments. Fair value measurement The accounting standard regarding the fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Long-term bank loan on the balance sheets is at carrying value, which approximates fair value as the bank was lending the money to the Company at the market rate. Related parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligation. In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Cryptocurrency mining: The Company has entered into cryptocurrency mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less cryptocurrency transaction fees to the mining pool operator which are recorded net with revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in cryptocurrency transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. All of the Company’s cryptocurrency are populated cryptocurrencies which are actively traded on the major trading platforms such as coinbase.com and yahoo finance. The spot price of each cryptocurrency is same on all the trading platforms. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cost of revenues Cost of revenues consists primarily of the direct costs associated with running the cryptocurrency mining business, such as utilities, maintenance labor costs, shipping fees, plant remodeling fees and other service charges. The Company signed hosting agreement with hosting partners, and the hosting partners will install the mining equipment and provide elective power, internet services and other necessary services to maintain the operation of the mining equipment. All the related operating fees are included in the all-in-one monthly fees charged by the hosting partners to the Company. Depreciation of cryptocurrency mining equipment is calculated separately and also recorded as a component of cost of revenues for cryptocurrency mining. Stock-based compensation The Company records stock compensation expense for employees at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination rate. The risk-free interest rate for the expected term of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s current and expected dividend policy. The Company records stock compensation expense for non-employees at fair value on the grant date and recognizes the expense over the service provider’s requisite service period. Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal 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 taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. 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, in which case the deferred tax is also dealt with in 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 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. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2019 to 2021 are subject to examination by any applicable tax authorities. Earnings per share (“EPS”) Basic earnings per share are computed by dividing income available to ordinary shareholders by the weighted average ordinary shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Ordinary shares equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. Dilution is computed by applying the treasury share method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase ordinary shares at the average market price during the period. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested stock options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of warrants to purchase up to 17,175,412 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 18,124,400 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, and a total of warrants to purchase up to 563,726 ordinary shares in a concurrent private placement with an exercise price of US$0.51 per share are excluded in the diluted EPS calculation for the year ended June 30, 2022 due to their anti-diluted effect. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested stock options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of $1.0 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $0.8 and conversion effect of 1,125,182 ordinary shares, a total of $0.7 million principal value of convertible debts issued on June 19, 2020 with floor conversion price of $0.8 and conversion effect of 912,532 ordinary shares, a total of $0.7 million principal value of convertible debts with floor conversion price of $2.5 issued on July 17, 2020 and estimated conversion effect of 280,000 ordinary shares, a total of $0.3 million principal value of convertible debts issued on August 14, 2020 with floor conversion price of $2.5 and estimated conversion effect of 120,000 ordinary shares, a total of $0.3 million principal value of convertible debts issued on November 13, 2020 with floor conversion price of $2.5 and estimated conversion effect of 120,000 ordinary shares, and a total of 1,000,000 contingent shares to be issued to JMC Shareholders are excluded in the diluted EPS calculation for the year ended June 30, 2021 due to their anti-diluted effect. A total of 67,500 vested stock options issued on August 1, 2019, a total of $1.2 million principal value of convertible debts with floor conversion price of $1.0 issued on November 22, 2019, a total of $1.8 million principal value of convertible debts issued on December 30, 2019 with floor conversion price of $1.0, a total of $1.0 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $3.0, a total of $0.7 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $3.0, and a total of 1,000,000 contingent shares to be issued to JMC Shareholders are excluded in the diluted EPS calculation for the year ended June 30, 2020 due to their anti-diluted effect. Recently issued accounting pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit los |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
Discontinued Operations | Note 3 – Discontinued Operations Disposition of Xiangtai BVI and Silanchi The Company’s farmers’ market and supermarket and grocery stores business and feed raw materials business were negatively affected by the economic cycle and the spread of COVID-19, and they had been operating at losses. On March 31, 2022, China Xiangtai entered into a share purchase agreement (the “Share Purchase Agreement”) with Ocean Planet Future Limited (the “Buyer”). Pursuant to the Share Purchase Agreement, the Company agreed to sell all the equity interest in WVM Inc. and China Silanchi Holding Limited (the “Subsidiaries”), the wholly-owned subsidiaries of the Company, to the Buyer for a cash price of $1,000,000 and the remaining loan of disposed entities carried by the Buyer amounted to $3,029,212 (the “Disposition”). The Board of Directors approved the transaction contemplated by the Share Purchase Agreement. The Disposition closed on April 27, 2022, and represented the Company completing the disposition of the slaughterhouse and meat processing business and the feed raw materials business and focusing on the bitcoin mining business. The fair value of the discontinued operations of Xiangtai BVI and Silanchi, determined as of April 27, 2022, included the estimated consideration received, less costs to sell. Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the consolidated balance sheets as of June 30, 2021 is as follow: Carrying amounts of major classes of assets included as part of discontinued operations of Xiangtai BVI and Silanchi: June 30, 2021 CURRENT ASSETS: Cash and cash equivalents $ 68,082 Restricted cash 35,906 Accounts receivables, net 30,040,825 Other receivables, net 45,597 Inventories 229,392 Prepayments 1,969,881 Total current assets of discontinued operations 32,389,683 OTHER ASSETS: Other receivables 85,139 Plant and equipment, net 2,415,370 Intangible assets, net 313,478 Operating lease right-of-use assets 3,208,982 Deferred tax assets 2,331,145 Total other assets of discontinued operations 8,354,114 Total assets of discontinued operations $ 40,743,797 Carrying amounts of major classes of liabilities included as part of discontinued operations of Xiangtai BVI and Silanchi: CURRENT LIABILITIES: Loan from bank $ 782,073 Loans from third parties 7,928,114 Current maturities of long-term loan - bank 850,808 Accounts payable 12,483,479 Customer deposits 4,392,031 Customer deposit - related party 35,948 Other payables and accrued liabilities 3,380,684 Other payables – related parties 14,767,551 Operating lease liabilities 77,127 Taxes payable 4,012,849 Total current liabilities of discontinued operations 48,710,664 OTHER LIABILITIES: Loans from third parties 1,959,053 Long-term loans – related parties 780,524 Operating lease liabilities - noncurrent 1,058,947 Total other liabilities of discontinued operations 3,798,524 Total liabilities of discontinued operations $ 52,509,188 Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2022, 2021 and 2020. For the Year Ended For the Year Ended For the Year Ended June 30, June 30, June 30, 2022 2021 2020 REVENUES: Supermarket and grocery store $ — $ 1,777,222 $ 7,402,284 Farmers' market 4,201,877 47,319,273 80,473,936 Feed raw materials 23,651,802 80,504,501 24,250,247 Total revenues 27,853,679 129,600,996 112,126,467 COST OF REVENUES: Supermarket and grocery store — 1,885,056 6,397,149 Farmers' market 4,189,686 46,519,672 76,192,444 Feed raw materials 22,499,787 77,501,417 22,219,528 Total cost of revenues 26,689,473 125,906,145 104,809,121 Gross profit 1,164,206 3,694,851 7,317,346 OPERATING EXPENSES: Selling 58,625 910,947 1,232,651 General and administrative 611,490 1,215,241 2,094,940 Provision for doubtful accounts 27,380,572 38,110,049 1,738,810 Impairment of goodwill — 5,533,507 - Impairment of long-lived assets — 1,026,023 724,987 Total operating expenses 28,050,687 46,795,767 5,791,388 Loss from operations (26,886,481) (43,100,916) 1,525,958 OTHER INCOME (EXPENSES) Interest income 494 1,476 3,062 Interest expense (1,483,947) (1,654,086) (1,653,429) Other finance expense (2,677) (25,333) (60,181) Other expense (income), net (9,545) 333,564 (66,877) Total other expenses, net (1,495,675) (1,344,379) (1,777,425) Loss before income taxes (28,382,156) (44,445,295) (251,467) Income tax expense (benefit) 2,551,113 (1,002,346) 223,173 Net loss from discontinued operations $ (30,933,269) $ (43,442,949) $ (474,640) As of April 27, 2022, the net assets of discontinued operations and reconciliation of gain on sale of discontinued operations of Xiangtai BVI and Silanchi are as follows: April 27, 2022 CURRENT ASSETS: Cash and cash equivalents $ 476,105 Accounts receivables, net 3,945,103 Other receivables, net 6,214,926 Prepayments 140,264 Total current assets of discontinued operations 10,776,398 OTHER ASSETS: Other receivables 60,492 Plant and equipment, net 1,996,324 Intangible assets, net 299,627 Operating lease right-of-use assets 2,049,125 Total other assets of discontinued operations 4,405,568 Total assets of discontinued operations $ 15,181,966 Carrying amounts of major classes of liabilities included as part of discontinued operations of Xiangtai BVI and Silanchi: CURRENT LIABILITIES: Loans from third parties $ 8,015,608 Current maturities of long-term loan - bank 831,329 Accounts payable 16,457,687 Accounts payable - related party 3,636,175 Customer deposits 4,400,350 Customer deposit - related party 35,815 Other payables and accrued liabilities 1,676,816 Other payables – related parties 20,000 Operating lease liabilities 38,088 Taxes payable 4,118,960 Total current liabilities of discontinued operations 39,230,828 OTHER LIABILITIES: Loans from third parties 1,513,203 Long-term loans – related parties 762,654 Operating lease liabilities - noncurrent 83,747 Total other liabilities of discontinued operations 2,359,604 Total liabilities of discontinued operations $ 41,590,432 Total net deficit $ (26,408,466) Retained earnings carryover (56,761,139) Total consideration received 4,029,212 Exchange rate effect (271,431) Total gain on sale of discontinued operations $ 34,110,454 |
Cryptocurrencies
Cryptocurrencies | 12 Months Ended |
Jun. 30, 2022 | |
Cryptocurrencies, | |
Cryptocurrencies | Note 4 – Cryptocurrencies The following table presents additional information about our cryptocurrency mining activities of Bitcoin (“BTC”) in coins and amounts during the year ended June 30, 2022: Quantities (in coins) Cryptocurrencies BTC Amounts Balance at July 1, 2021 — $ — Revenue recognized from cryptocurrencies mined 7.17 192,351 Mining pool operating fees — — Proceeds from sale of cryptocurrencies — — Realized gain on sale/exchange of cryptocurrencies — — Impairment loss of cryptocurrencies — (50,463) Balance at June 30, 2022 7.17 $ 141,888 |
Other receivables
Other receivables | 12 Months Ended |
Jun. 30, 2022 | |
Other receivables | |
Other receivables | Note 5 – Other receivables Other receivables consist of the following: June 30, June 30, 2022 2021 Receivable for exercised warrants $ 686,750 $ — Receivable due from buyer of disposed entities* 3,029,212 — Total other receivables $ 3,715,962 $ — *The balance is the remaining loan of disposed entities carried by the buyer. |
Prepayments
Prepayments | 12 Months Ended |
Jun. 30, 2022 | |
Prepayments | |
Prepayments | Note 6 – Prepayments Prepayments consist of the following: June 30, June 30, 2022 2021 Prepaid mining equipment purchase prices* $ 18,175,800 $ — Prepaid BOD insurance fees 20,625 — Total prepayments $ 18,196,425 $ — Prepayments - current (20,625) — Prepayments - noncurrent $ 18,175,800 $ — *The balance is the payment the Company prepaid for 2,760 units cryptocurrency mining equipment, of which 1,070 units were arrived in Marion Indiana in July 2022 and the remaining 1,060 units are to be delivered in 2022 Q3. |
Plant and equipment, net
Plant and equipment, net | 12 Months Ended |
Jun. 30, 2022 | |
Plant and equipment, net | |
Plant and equipment, net | Note 7 – Plant and equipment, net Plant and equipment consist of the following: June 30, June 30, 2022 2021 Cryptocurrency mining equipment $ 8,302,893 $ — Less: accumulated depreciation (276,763) — Plant and equipment, net $ 8,026,130 $ — The 868 units of cryptocurrency mining equipment were delivered and started to generate revenue in May 2022. Depreciation expense for those mining equipment amounted to $276,763 from May to June 2022, and the depreciation expense was included in the cost of revenues. |
Cost method investment
Cost method investment | 12 Months Ended |
Jun. 30, 2022 | |
Cost method investment | |
Cost method investment | Note 8 – Cost method investment During the year ended June 30, 2022, the Company entered into a subscription agreement with MineOne Cloud Computing Investment I L.P. (the “Partnership”) on June 10, 2022, pursuant to which the Company made $3 million investment in the Partnership for a sharing percentage of 8.8235%. The Partnership is engaged in building and operating a mining facility in Wyoming, and currently in the construction phase. |
Related party transactions and
Related party transactions and balances | 12 Months Ended |
Jun. 30, 2022 | |
Related party transactions and balances | |
Related party transactions and balances | Note 9 – Related party transactions and balances Related party balances a. Other receivables – related parties: June 30, June 30, Name of related party Relationship 2022 2021 Lucas Wang CEO $ 354,903 * $ — *The balance was from the $1 million disposal consideration CEO received on behalf of the Company and offset by the expenses CEO paid for the Company. The outstanding balance was repaid back to the Company by the report date of this filing. b. Other payables – related parties: Other payables – related parties are those nontrade payables arising from transactions between the Company and certain related parties, such as advances made by the related party on behalf of the Company, and salary payables. These advances are unsecured and non-interest bearing. Current payables are due on demand. June 30, June 30, Name of related party Relationship 2022 2021 Xia Wang Chief Financial Officer $ — $ 203,093 Zeshu Dai Former CEO — 517,716 Total other payables - related parties $ — $ 720,809 |
Taxes
Taxes | 12 Months Ended |
Jun. 30, 2022 | |
Taxes | |
Taxes | Note 10 – Taxes Income tax Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed. Canada SonicHash Canada is incorporated in Canada and is subject to both federal and provincial income taxes for its business operation in Canada. The applicable tax rate is 15% for federal and 8% for Alberta. SonicHash Canada had no taxable income as of June 30, 2022. United States SonicHash US is incorporated in the U.S. and is subject to both federal and state income taxes for its business operation in the U.S. The applicable tax rate is 21% for federal, 8.7% for Delaware and 5.75% for Georgia. SonicHash US had no taxable income as of June 30, 2022. Singapore SonicHash Singapore is incorporated in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. SonicHash Singapore had no taxable income as of June 30, 2022. The applicable tax rate is 17% in Singapore, with 75% of the first SGD 10,000 (approximately $7,700) taxable income and 50% of the next SGD 190,000 (approximately $147,000) taxable income are exempted from income tax. Income (loss) before provision for income taxes consisted of: For the year For the year For the year ended ended ended June 30, 2022 June 30, 2021 June 30, 2020 Cayman $ (4,936,199) $ (3,640,018) $ (3,924,893) United States (379,349) — — Canada (2,270) — — Singapore (24,858) — — $ (5,342,676) $ (3,640,018) $ (3,924,893) The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended June 30, 2022, 2021 and 2020: June 30, June 30, June 30, 2022 2021 2020 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State statutory tax rate 5.75 % — % — % Change in valuation allowance (26.75) % (21.0) % (21.0) % Effective tax rate — % — % — % Significant components of deferred tax assets were as follows: June 30, June 30, 2022 2021 Deferred tax assets Net operating loss carryforward in the U.S. 69,066 — Net operating loss carryforward in Canada 341 — Net operating loss carryforward in Singapore 4,226 — Valuation allowance (73,633) — Total net deferred tax assets $ — $ — As of June 30, 2022 and 2021, SonicHash US’s net operating loss carry forward for the U.S. income taxes was approximately $0.3 million and nil, receptively. The net operating loss carry forwards are available to reduce future years’ taxable income for unlimited years but limited to 80% use per year. Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s operating history and continued losses in the U.S. If the Company is unable to generate taxable income in its United States operations, it is more likely than not that it will not have sufficient income to utilize its deferred tax assets. Accordingly, the Company has provided a 100% valuation allowance on its net deferred tax assets of approximately $69,000 and nil related to its operations as of June 30, 2022 and 2021, respectively. 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. GST tax receivable SonicHash Canada exported 742 units of cryptocurrency mining equipment for a total purchase price of $6,999,200 to SonicHash US ex-tax, 5% GST applied. These equipment have been delivered to a mining facility in Georgia, U.S. in April. The export transaction is eligible for GST rebate according to Canadian tax policy. The GST rebate is expected to be returned within 2022 from CRA. |
Concentration of risk
Concentration of risk | 12 Months Ended |
Jun. 30, 2022 | |
Concentration of risk | |
Concentration of risk | Note 11 – Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. In the US, the insurance coverage of each bank is $250,000. As of June 30, 2022 and 2021, cash balance of $563 and $1,943, respectively, were deposited with financial institutions located in US, and of which none were subject to credit risk. Singapore dollar deposits of non-bank depositors are insured by the Singapore Deposit Insurance Corporation, for up to $75,000 in aggregate per depositor per Scheme member by law. Foreign currency deposits, dual currency investments, structured deposits and other investment products are not insured. As of June 30, 2022 and 2021, cash balance of $17,242 and nil, respectively, were deposited with financial institutions located in Singapore and were subject to credit risk. While management believes that these financial institutions and third-party fund holders are of high credit quality, it also continually monitors their creditworthiness. As of June 30, 2022, the Company had 7.17 BTC store on its account on KuCoin, which is a global crypto exchange. Those digital assets are kept in unique and segregated blockchain addresses accessible by the Company and verifiable on blockchain at any time. While the exchange holds the Company’s digital assets, the ownership and operation rights are always 100% attributed to the Company. The digital assets stored on KuCoin are not insured. The Company is also exposed to risk from its security deposits, other receivables and prepayments. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Jun. 30, 2022 | |
Convertible Debentures | |
Convertible Debentures | Note 12 – Convertible Debentures Convertible Debenture issued on November 22, 2019, December 30, 2019 and March 9, 2020 On November 22, 2019, the Company entered into a securities purchase agreement with an accredited investor to place convertible debentures (“Debenture”) with a maturity date of twelve months after the issuance thereof in the aggregate principal amount of $5,000,000. The First Convertible Debenture was issued on November 22, 2019 in the amount of $2,000,000; the Second Convertible Debenture was issued on December 30, 2019 in the amount of $2,000,000; and the Third Convertible Debenture was issued on March 9, 2020 in the amount of $1,000,000. The three 2019 Convertible Debentures bear interest at the rate of 5% per annum. The Debenture holder may convert a Debenture in its sole discretion at any time on or prior to maturity at the lower of $5.06 or 93% of the average of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture, the conversion price may never be less than $3.00. Any time after the issuance of a Debenture that the daily VWAP is less than $3.00 for a period of 10 consecutive trading days (each such occurrence, a “Triggering Event”) and only for so long as such conditions exist after a Triggering Event, the Company shall make monthly payments beginning on the 30 th On June 19, 2020, the Company entered in an amendment agreement with the Debenture holder to amend the “Floor Price” of the First Convertible Debenture issued on November 22, 2019 to $1.00 per share and the “Floor Price” of the convertible debenture issued on December 30, 2019 to $1.00 per share for the first $200,000 of principal and accrued interest to be converted. The “Floor Price” for the remaining principal and accrued interest on that debenture shall remained unchanged at $3.00 per share. On September 15, 2020, the Company entered in an amendment agreement with the Debenture holder to amend the “Floor Price” of the Second Convertible Debenture to $1.00 per share for the first $1,400,000 of principal and accrued interest to be converted. The “Floor Price” for the remaining principal and accrued interest on the Second Convertible Debenture and the Third Convertible Debenture shall remain unchanged at $3.00 per share. On November 13, 2020, the Company entered in an amendment agreement with the Debenture Holder to amend the “Floor Price” of the remaining $600,000 of principal and accrued interest to be converted in the Second Convertible Debenture to $1.00 per share and to amend the “Floor Price” of the Third Convertible Debenture to $1.00 per share for the first $200,000 of principal plus accrued interest to be converted. The “Floor Price” for the remaining principal and accrued interest on the Third Convertible Debenture shall remain unchanged at $3.00 per share. On January 22, 2021, the Company entered in an amendment agreement with the Debenture Holder to amend the “Floor Price” of the Third Convertible Debenture to $0.80 per share for the next $400,000 of principal plus accrued interest to be converted. The “Floor Price” for the remaining principal and accrued interest on the Third Convertible Debenture shall remain unchanged at $3.00 per share. The Company determined that conversion option embedded in the Debenture is considered indexed to the Company’s own stock and did not require to be separately accounted for as a derivative under the guidance in ASC 815. However, the Debenture are convertible into shares of the common stock, at conversion price equal to 93% of the average of four lowest trading price during the 10 trading day period prior to the date of any notice of conversion, which is lower than the price of the Company’s common stock on the date of issue for the first two batches of the principal amount of $4,000,000 of the Debenture on November 22, 2019 and December 30, 2019. Therefore, the conversion feature embedded in the convertible note meet the definition of beneficial conversion feature (“BCF”). The Company evaluated the intrinsic value of the BCF at the issue date to be at $259,540. The relative fair values of the BCF were recorded into additional paid in capital as well as were recognized as a discount to the Debenture. The discount to the Debenture is being amortized to interest expense over the life of the Debenture using effective interest method. The price of the Company’s common stock on the date of issue on March 9, 2020 was $2.33 for the remaining principal amount of $1,000,000 of the Debenture, which is lower than the conversion floor price of $3.00 and it does not contain a BCF on the issuance date. As a result, the $1,000,000 conversion option embedded in the Debenture are entirety accounted for a liability with the Debenture. During the period from May 21, 2020 to August 13, 2020, the Company issued a total of 1,847,167 ordinary shares to the holder of the First Convertible Debenture upon the conversion of a total of $2,062,191 in principal due and accrued and unpaid interest under the Convertible Debenture. During the period from August 17, 2020 to December 31, 2020, the Company issued a total of 2,063,971 ordinary shares to the holder of the Second Convertible Debenture upon the conversion of a total of $2,084,904 in principal due and accrued and unpaid interest under the Convertible Debenture. During the period from January 11, 2021 to March 11, 2021, the Company issued a total of 1,125,182 ordinary shares to the holder of the Third Convertible Debenture upon the conversion of a total of $1,046,328 in principal due and accrued and unpaid interest under the Convertible Debenture. As a result, the First, Second and Third Convertible Debentures have retired. Convertible Debenture issued on June 19, 2020, July 17, 2020, August 14, 2020, and November 13, 2020 On June 19, 2020, the Company entered into another securities purchase agreement with the same accredited investor to place convertible debentures with a maturity date of twelve months after the issuance thereof in the aggregate principal amount of $2,000,000. The Fourth Convertible Debenture in the amount of $700,000 was issued on June 19, 2020; the Fifth Convertible Debenture in the amount of $700,000 was issued on July 17, 2020; the Six Convertible Debenture in an amount of $300,000 was issued on August 14, 2020; and the Seventh Convertible Debenture in an amount of $300,000 was issued on November 13, 2020. The four 2020 Convertible Debentures bear interest at the rate of 5% per annum. The Debenture holder may convert a Debenture in its sole discretion at any time on or prior to maturity at the lower of $3.00 or 93% of the average of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture, the conversion price may never be less than $2.50. The Company may not convert any portion of a Debenture if such conversion would result in the Debenture holder beneficially owning more than 4.99% of our then issued and common stock, provided that such limitation may be waived by the Debenture holder with 65 days’ notice. Any time after 180 days from the date of issuance that the daily VWAP is less than $2.50 for a period of 10 consecutive trading days (each such occurrence, a “Triggering Event”) and only for so long as such conditions exist after a Triggering Event, we shall make monthly payments beginning on the 30 th The price of the Company’s common stock on the date of issue on June 19, 2020 was $1.70 for the principal amount of $700,000 of the first Debenture, which is lower than the conversion floor price of $2.50 and it does not contain a BCF on the issuance date. As a result, the $700,000 conversion option embedded in the Debenture are entirety accounted for a liability with the Debenture. On April 14, 2021, the Company entered in an amendment agreement with the Debenture Holder to amend the “Floor Price” of the Fourth Convertible Debenture to $0.80 per share. During the period from April 26, 2021 to April 28, 2021, the Company issued a total of 912,532 ordinary shares to the holder of the Fourth Convertible Debenture upon the conversion of a total of $730,027 in principal due and accrued and unpaid interest under the Convertible Debenture. As a result, the Fourth Convertible Debenture has retired. On June 10, 2021, the holder of the Fifth, Sixth and Seventh Convertible Debentures entered into an assignment agreement with certain investor (the “Holder”), pursuant to which the Convertible Debentures were sold, transferred and assigned to the Holder. On April 20, 2022, the Company entered into an amendment agreement with the Holder to amend the “Maturity Date” of each Convertible Debenture to December 31, 2022, to amend the “Conversion Price” to $0.66 per share, and to remove the “Floor Price” of each Convertible Debenture. On April 29, 2022, the Company issued a total of 2,136,280 ordinary shares to the holder of the Fifth, Sixth and Seventh Convertible Debenture upon the conversion of a total of $1,409,945 in principal due and accrued and unpaid interest under the Convertible Debenture. As a result, the Fifth, Sixth and Seventh Convertible Debenture has retired. June 30, June 30, 2022 2021 Principal balance $ — $ 1,300,000 Less: Debentures discount and debts insurance cost — — Total $ — $ 1,300,000 The Company incurred issuance cost of $230,000 and had a BCF value of $259,540 in connection with the issuance of the Debentures. The Company recognized the issuance cost and the BCF value as a discount to the Debentures at the inception date. For the years ended June 30, 2022 and 2021, amortization of the issuance cost and Debentures discount of $0 and $131,688, respectively. These issuance costs and Debenture discount are being amortized and recorded to interest expense in the accompanying consolidated statements of income and comprehensive income (loss) over the life of the Debentures using effective interest method. |
Equity
Equity | 12 Months Ended |
Jun. 30, 2022 | |
Equity | |
Equity | Note 13 – Equity Increase of authorized share capital The Company increased of the share capital of the Company from $1,500,000 consisting of 150,000,000 ordinary shares, par value $0.01 per share, to $3,000,000 consisting of 300,000,000 ordinary shares, par value $0.01 per share on April 27, 2022. The Company amended and restated the Company’s Memorandum and Articles of Association, as amended, to reflect the name change and the increase of authorized share capital and to change the address of the registered office of the Company. Direct offerings and Private placements On July 27, 2020, the Company entered into certain securities purchase agreement (the “SPA”) 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 2,339,000 ordinary shares at a per share purchase price of $1.50. The gross proceeds to the Company from this offering will be approximately $3.5 million. The Company plans to use the proceeds for working capital. The offering was closed on August 20, 2020. On December 17, 2020, the Company entered into certain securities purchase agreement (the “SPA”) 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 5,580,000 ordinary shares at a per share purchase price of $0.80. The Company received $4,464,000 in gross proceeds from this offering. The Company plans to use the proceeds for working capital and other general corporate purposes. The Company may also use the proceeds to acquire certain business or assets that the Board of Directors may deem appropriate for the growth of the Company. The offering was closed on May 7, 2021. On November 22, 2021, the Company entered into a certain securities purchase agreement with certain non-affiliated investors pursuant to which the Company agreed to sell 17,175,412 ordinary shares, par value US$0.01 per share, in a registered direct offering and warrants to purchase up to 17,175,412 ordinary shares (the “Warrants”) in a concurrent private placement, for gross proceeds of approximately US$16.5 million. The purchase price for each Share and the corresponding Warrant is US$0.96. The Warrants will be exercisable 60 days from the date of issuance and have an exercise price of US$1.008 per share, which is 105% of the purchase price. The Warrants will expire five years from the date of issuance. Each Warrant is subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions. The offering was closed on November 24, 2021. The Company entered into a certain securities purchase agreement dated January 28, 2022, as amended on January 30, 2022 (the “Purchase Agreement”) with certain non-affiliated investors pursuant to which the Company agreed to sell 18,124,400 ordinary shares (the “Shares”), par value $0.01 per share, in a registered direct offering, and warrants to purchase up to 18,124,400 ordinary shares (the “Warrants”) in a concurrent private placement, for gross proceeds of $16,130,716 million. The purchase price for each Share and the corresponding Warrant is $0.89. The Warrants will be exercisable 60 days from the date of issuance and have an exercise price of $1.008 per share. The Warrants will expire five years from the date of issuance. Each Warrant is subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions, as described in the Warrants. The Company entered into an underwriting agreement dated June 3, 2022 (the “Underwriting Agreement”) with Univest Securities, LLC (the “Underwriter”), pursuant to which the Company agreed to sell 9,803,922 ordinary shares (the “Shares”), par value US$0.01 per share, on a firm commitment basis, for gross proceeds of approximately $5 million (the “Offering”). The purchase price for each Share is US$0.51. The Company has granted the Underwriter a 45-day option to purchase an additional 1,470,588 ordinary shares, representing up to 15% of the number of the shares sold in the Offering, solely to cover over-allotments, if any. A full exercise of the over-allotment option would increase the total gross proceeds of the offering to approximately $5.75 million. Pursuant to the Underwriting Agreement, the Company has agreed to grant the Underwriter a discount equal to six and a half percent (6.5%) of the gross proceeds of the Offering. The Company also agreed to reimburse the Underwriter for its out-of-pocket accountable expenses relating to the Offering in an amount not to exceed an aggregate of US$75,000, and to pay to the Underwriter a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the Offering. Additionally, the Company has agreed to issue to the Underwriter warrants to purchase up to a total of 490,196 ordinary shares (equal to five percent (5%) of the ordinary shares sold in this Offering) (or 563,726 ordinary shares if the Underwriter exercises the overallotment option in full) for an aggregate purchase price of US$100 (the “Underwriter’s Warrants”). Such Underwriter’s Warrants will be exercisable at US$0.51 per share, which is equal to the public offering price for the ordinary shares in this Offering. Such Underwriter’s Warrants will be exercisable six months from the date of issuance and will expire five (5) years from the commencement of sales of this Offering, subject to certain adjustments. On June 29, 2022, the Underwriter exercised the 45-day option to purchase an additional 1,470,588 ordinary shares for a net proceeds of $686,750, which was received by the Company in July 2022 and the amount is recorded in other receivables as of June 30, 2022. Issuance of ordinary shares for compensation On July 1, 2020, the Company entered into a three-year On May 4, 2021, the Company entered into a debt settlement and mutual release agreement with Mr. Xiaohui Wu, the President of the Company. As of the date of the Agreement, the Company was indebted to Mr. Wu accrued but unpaid salary in the amount of $240,000 (the “Debt”). In order to settle the Debt, the Company agreed to issue, and Mr. Wu agreed to accept 300,000 ordinary shares (the “Shares”) of the Company, valued at $0.80 per share. On May 18, 2021, pursuant to the Agreement, the Company issued the Shares to Mr. Wu. On December 1, 2021, the Company entered into a three On December 6, 2021, the Company entered into a three On April 27, 2022, the Company entered into a three Issuance of ordinary shares for services On January 27, 2022, the Company entered into a consulting agreement with Great Union Investment Limited (the “Consultant”), pursuant to which the Company agreed to engage the Consultant to assist in the Company’s business expansion in Singapore, and to issue 250,000 ordinary shares of the Company, valued at $1.00 per share (the “Shares”), as compensation. The Shares were issued on February 14, 2022 in reliance upon the exemption from securities registration afforded by the provisions of Regulation S as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, and the Company recorded $250,000 stock compensation expense during the year ended June 30, 2022. Conversion of debenture and debts During the year ended June 30, 2021, the Debenture holder converted principal and interest value of $4,900,000 and $166,288, respectively, into a total of 5,066,288 of the Company’s ordinary shares at weighted average conversion price of $0.99. The $500,000 short-term third-party loan due to Xiaolin Cao was settled and converted into 500,000 shares of the Company’s ordinary shares at a conversion price of $0.83, resulting in $80,000 gain on debt settlement. During the year ended June 30, 2021, the $127,000 outstanding legal fees due to Ortoli Rosenstadt LLP was settled and converted into 127,000 shares of the Company’s ordinary shares at a conversion price of $0.76, resulting in $31,115 gain on debt settlement. During the year ended June 30, 2021, the $240,000 accrued expenses due to Xiaohui Wu was settled and converted into 300,000 shares of the Company’s ordinary shares at a conversion price of $0.74, resulting in $14,100 gain on debt settlement. During the year ended June 30, 2022, the Debenture holder converted principal and interest value of $1,300,000 and $109,945, respectively, into a total of 1,409,945 of the Company’s ordinary shares at weighted average conversion price of $0.66. Stock options In August 2019, the Company issued a total of 95,000 options to two directors of the Company and vested in four equal installments on a quarterly basis with an exercise price of $5.00 for three years from date of issuance after the Company’s listing on the Nasdaq Stock Market on August 15, 2019. The Company used the Black Scholes model to value the options at the time they were issued, based on the stated exercise prices of $5.0, market price of $4.6, volatility of 118%, risk-free rate of 1.44% and dividend yield of 0%. Because the Company does not have a history of employee stock options, the estimated life is based on one half of the sum of the vesting period and the contractual life of the option. This is the same as assuming that the options are exercised at the mid-point between the vesting date and expiration date. The Company’s ordinary share did not have a history of trading history to determine its own volatility. As a result, the Company used the volatility of a comparable company with similar size and similar industry as the assumption of its estimated volatility. Total fair value of these options were estimated to be $243,922 and the compensation expenses are to be recognized on a straight-line basis over the total service period of one year. Total compensation expenses for the years ended June 30, 2022 and 2021 was $21,140 and $30,490, respectively. The summary of stock option activity is as follows: Weighted Average Average Remaining Aggregate Options Exercisable Exercise Contractual Intrinsic Outstanding Option Price Life Value June 30, 2020 95,000 71,250 $ 5.00 2.12 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2021 95,000 71,250 $ 5.00 1.12 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2022 95,000 71,250 $ 5.00 0.12 — Warrants The summary of warrant activity is as follows: Weighted Average Average Remaining Warrants Exercisable Exercise Contractual Outstanding Shares Price Life June 30, 2020 86,732 86,732 $ 4.89 3.88 Granted/Acquired — — $ — — Forfeited — — $ — — Exercised — — $ — — June 30, 2021 86,732 86,732 $ 4.89 2.86 Granted/Acquired 35,863,538 35,863,538 $ 1.01 2.86 Forfeited — — $ — — Exercised — — $ — — June 30, 2022 35,950,270 35,950,270 $ 1.01 4.76 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and contingencies. | |
Commitments and contingencies | Note 14 – Commitments and contingencies Lease commitments Effective July 1, 2019, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. The Company has entered in one operating lease agreement in New York expiring through December 2022. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration. The Company did not recognize the operating lease ROU assets and lease liabilities on the balance sheet as this lease had an initial term of 12 months or less. Operating lease expenses was recorded under general and administrative expenses for the years ended June 30, 2022 and 2021 amounted to $123,134 and nil, respectively. |
Condensed financial information
Condensed financial information of the parent company | 12 Months Ended |
Jun. 30, 2022 | |
Condensed financial information of the parent company | |
Condensed financial information of the parent company | Note 15 – Condensed financial information of the parent company The Company performed a test on the restricted net assets of the consolidated subsidiary in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial statements for the parent company. The subsidiary did not pay any dividend to the Company for the periods presented. For the purpose of presenting parent-only financial information, the Company records its investment in its subsidiary under the equity method of accounting. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiary” and the income of the subsidiary is presented as “share of income of subsidiary”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of June 30, 2022 and 2021. PARENT COMPANY BALANCE SHEETS June 30, June 30, 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,263 $ 1,943 Prepayments 20,625 130,088 Other receivables 3,715,962 — Other receivables - related party 1,000,000 — Security deposit 5,353 — Intercompany receivables 1,343,033 19,163,736 Total current assets 6,091,236 19,295,767 OTHER ASSETS Cost method investment 3,000,000 — Investment in subsidiaries 25,869,765 — Total other assets 28,869,765 — Total assets $ 34,961,001 $ 19,295,767 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Convertible debenture, net $ — $ 1,300,000 Other payable and accrued expenses 88,131 218,045 Other payable - related parties 217,914 720,809 Total current liabilities 306,045 2,238,854 OTHER LIABILITIES Loss in excess of investment in subsidiaries — 20,278,567 Total liabilities 306,045 22,517,421 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Ordinary shares, $0.01 par value, 300,000,000 shares authorized, 91,857,298 and 40,716,642 shares issued outstanding 918,573 407,167 Additional paid-in capital 69,719,807 32,175,798 Deferred share compensation — (21,140) Statutory reserves — 1,670,367 Accumulated deficit (35,983,424) (38,574,620) Accumulated other comprehensive income — 1,120,774 Total shareholders' equity 34,654,956 (3,221,654) Total liabilities and shareholders' equity $ 34,961,001 $ 19,295,767 PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended June 30, 2022 2021 2020 OPERATING EXPENSES General and administrative $ (4,080,304) $ (1,585,052) $ (2,512,271) Stock compensation expense (1,622,086) (1,889,173) (930,223) Total operating expenses (5,702,390) (3,474,225) (3,442,494) LOSS FROM OPERATIONS (5,702,390) (3,474,225) (3,442,494) OTHER INCOME (EXPENSE) Interest expense (54,137) (156,048) (123,212) Other finance expenses (3,421) (134,960) (359,187) Gain on debt settlement 823,749 125,215 — Equity loss of subsidiaries (25,934,865) (41,969,501) (952,049) Gain on sale of subsidiaries 34,110,454 — — Total other income (expenses), net 8,941,780 (42,135,294) (1,434,448) NET INCOME (LOSS) 3,239,390 (45,609,519) (4,876,942) FOREIGN CURRENCY TRANSLATION ADJUSTMENT 444,240 1,976,992 (547,647) COMPREHENSIVE INCOME (LOSS) $ 3,683,630 $ (43,632,527) $ (5,424,589) PARENT COMPANY STATEMENTS OF CASH FLOWS For the Years Ended June 30, 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,239,390 $ (45,609,519) $ (4,876,942) Adjustments to reconcile net income to cash (used in) provided by operating activities: Equity loss of subsidiaries 25,934,865 41,969,501 952,049 Stock compensation expense 1,622,086 1,889,173 930,223 Late payment penalty expense — — 500,000 Amortization of convertible debenture issuance cost and discount — 131,688 357,853 Gain on debt settlement (823,749) (125,215) — Gain on sale of discontinued operations (34,110,454) — — Change in operating assets and liabilities Other receivables (686,750) 28,940 (28,940) Prepayments 109,463 (111,682) (18,406) Security deposit (5,353) — — Accrued expenses 82,971 276,210 269,521 Intercompany (27,620,586) (9,200,351) (3,567,750) Net cash used in operating activities (32,258,117) (10,751,255) (5,482,392) CASH FLOWS FROM INVESTING ACTIVITIES: Cost method investment (3,000,000) — — Net cash used in operating activities (3,000,000) — — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from other payables - related parties, net 217,913 297,393 166,032 Proceeds from issuance of ordinary shares through private placements — 8,992,165 — Proceeds from issuance of ordinary shares through public offerings 35,044,524 — — Proceeds from convertible debentures, net of issuance costs — 1,300,000 5,480,000 Net cash provided by financing activities 35,262,437 10,589,558 5,646,032 CHANGES IN CASH AND CASH EQUIVALENTS 4,320 (161,697) 163,640 CASH AND CASH EQUIVALENTS, beginning of year 1,943 163,640 — CASH AND CASH EQUIVALENTS, end of year $ 6,263 $ 1,943 $ 163,640 NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES Issuance of ordinary shares for acquisition $ — $ — $ 2,658,909 Conversion of debts into ordinary shares $ — 741,785 — Conversion of convertible debenture into ordinary shares $ 1,300,000 $ 5,066,288 $ 857,165 Other receivable - related party from disposal of subsidiaries $ 1,000,000 $ — — |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | Note 16 – Subsequent Event The Company received a written notification (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) on June 14, 2022, notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rules for continued listing on the Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s ordinary shares for the 30 consecutive business days from May 2, 2022, to June 13, 2022, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until December 12, 2022, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by December 12, 2022, the Company may be eligible for additional time to regain compliance or may face delisting. On Aug 15, 2022, the Company agreed to purchase 622 S19j pro Bitcoin Miners for an aggregate value of $3,110,000 in the form of 8,685,574 ordinary shares of the Company, valued at $0.36 per share. These miners will be delivered to the Company’s mining facility site in the U.S. in Q3 2022. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company, its subsidiaries, and its variable interest entities. All intercompany transactions and balances are eliminated upon consolidation. The Company accounts for its noncontrolling interests in joint ventures or partnerships where the Company has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the original investments are recorded at cost and adjusted for our share of earnings, losses, and distributions. Distributions received from equity method investees are accounted for under the cumulative earnings approach on the Company’s consolidated statements of cash flows. The Company accounts for investments in joint ventures or partnerships where the Company has virtually no influence over financial and operational matters using the cost method of accounting. In such cases, the original investments are recorded at cost and any distributions received are recorded as revenue. All of the Investments in joint ventures or partnerships are subject to the impairment review policy. |
Use of estimates and assumptions | Use of estimates and assumptions In presenting the consolidated financial statements in accordance with U.S. GAAP, management make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgement and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The inputs into our judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Estimates are used when accounting for items and matters including, but not limited to revenue recognition, residual values, lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets and goodwill, estimates of allowances for doubtful accounts, estimates of impairment of long-lived assets and goodwill, valuation of deferred tax assets, estimated fair value used in business acquisitions, issuance of common stock and warrants exercised and other provisions and contingencies. |
Foreign currency translation and transaction | Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. Xiangtai BVI conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The Company’s results of discontinued operations and cash flows are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included in accumulated other comprehensive income (loss) amounted to nil and $1,120,774 as of June 30, 2022 and 2021, respectively. The balance sheet amounts of discontinued operations, with the exception of shareholders’ equity at April 27, 2022 and June 30, 2021 were translated at 6.61 RMB and 6.46 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to the consolidated statements of discontinued operations and comprehensive loss and cash flows from July 1, 2021 to April 27, 2022 and for the years ended June 30, 2021 and 2020 were 6.41 RMB, 6.62 RMB and 7.03 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. |
Business combinations | Business combinations The purchase of price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition. |
Discontinued operations | Discontinued operations 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 meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued operations are met, including management having the authority to approve the action and committing to a plan to sell the entity or the components, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of 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. See Note 4 – Discontinued operations. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and time deposits placed with banks or other financial institutions and have original maturities of less than three months. |
Cryptocurrencies | Cryptocurrencies Cryptocurrencies (Bitcoin) are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the year ended June 30, 2022, $50,463 impairment loss was recorded. Purchases of cryptocurrencies by the Company are included within investing activities in accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. |
Other receivables | Other receivables Other receivables include receivable due to exercised warrants and receivable due from buyer of disposed entities. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes the collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2022 and 2021, no allowance for the doubtful accounts was made as the proceeds of exercised warrants were received in July 2022, and the aging of receivable due from buyer was under three months and the buyer’s business operations are as usual. |
Prepayments | Prepayments Prepayments are cash deposited for future mining equipment purchases or cash advanced to service providers for future services. This amount is refundable and bears no interest. |
Security deposits | Security deposits Security deposits are cash deposited to mining services providers with a term of one year. This amount is refundable and bears no interest. |
Plant and equipment, net | Plant and equipment, net Plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Useful Life Cryptocurrency mining equipment 5 years The cost and related accumulated depreciation and amortization of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Cryptocurrency mining equipment is used in the Bitcoin mining business. The amount of $276,763 was recorded for the mining equipment during the year ended June 30, 2022. |
Cost method investments | Cost method investments The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. No event had occurred and indicated that other-than-temporary impairment existed and therefore the Company did not record any impairment charges for its investments for the year ended June 30, 2022. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. During the years ended June 30, 2022 and 2021, no impairment of long-lived assets was recognized. |
Financial Instruments | Financial Instruments The Company analyzes all financial instruments with features of both liabilities and equity under FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. The embedded conversion features of convertible debentures not separately accounted for as a derivative and contained considered to be derivative instruments provide for a rate of conversion that is below market value. Such feature is normally characterized as a “beneficial conversion feature” (“BCF”) required to separate the instruments into debt and equity. A BCF is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is “in the money” if the effective conversion price is lower than the commitment date fair value of the share into which it is convertible. The relative fair values of the BCF were recorded as discounts from the face amount of the respective debt instrument. The Company amortized the discount using the straight-line method which approximates the effective interest method through maturity of such instruments. |
Fair value measurement | Fair value measurement The accounting standard regarding the fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Long-term bank loan on the balance sheets is at carrying value, which approximates fair value as the bank was lending the money to the Company at the market rate. |
Related parties | Related parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Revenue recognition | Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligation. In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Cryptocurrency mining: The Company has entered into cryptocurrency mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less cryptocurrency transaction fees to the mining pool operator which are recorded net with revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in cryptocurrency transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. All of the Company’s cryptocurrency are populated cryptocurrencies which are actively traded on the major trading platforms such as coinbase.com and yahoo finance. The spot price of each cryptocurrency is same on all the trading platforms. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. |
Cost of revenues | Cost of revenues Cost of revenues consists primarily of the direct costs associated with running the cryptocurrency mining business, such as utilities, maintenance labor costs, shipping fees, plant remodeling fees and other service charges. The Company signed hosting agreement with hosting partners, and the hosting partners will install the mining equipment and provide elective power, internet services and other necessary services to maintain the operation of the mining equipment. All the related operating fees are included in the all-in-one monthly fees charged by the hosting partners to the Company. Depreciation of cryptocurrency mining equipment is calculated separately and also recorded as a component of cost of revenues for cryptocurrency mining. |
Stock-based compensation | Stock-based compensation The Company records stock compensation expense for employees at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination rate. The risk-free interest rate for the expected term of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s current and expected dividend policy. The Company records stock compensation expense for non-employees at fair value on the grant date and recognizes the expense over the service provider’s requisite service period. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal 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 taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. 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, in which case the deferred tax is also dealt with in 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 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. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2019 to 2021 are subject to examination by any applicable tax authorities. |
Earnings per share ("EPS") | Earnings per share (“EPS”) Basic earnings per share are computed by dividing income available to ordinary shareholders by the weighted average ordinary shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Ordinary shares equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. Dilution is computed by applying the treasury share method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase ordinary shares at the average market price during the period. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested stock options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of warrants to purchase up to 17,175,412 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 18,124,400 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, and a total of warrants to purchase up to 563,726 ordinary shares in a concurrent private placement with an exercise price of US$0.51 per share are excluded in the diluted EPS calculation for the year ended June 30, 2022 due to their anti-diluted effect. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested stock options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of $1.0 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $0.8 and conversion effect of 1,125,182 ordinary shares, a total of $0.7 million principal value of convertible debts issued on June 19, 2020 with floor conversion price of $0.8 and conversion effect of 912,532 ordinary shares, a total of $0.7 million principal value of convertible debts with floor conversion price of $2.5 issued on July 17, 2020 and estimated conversion effect of 280,000 ordinary shares, a total of $0.3 million principal value of convertible debts issued on August 14, 2020 with floor conversion price of $2.5 and estimated conversion effect of 120,000 ordinary shares, a total of $0.3 million principal value of convertible debts issued on November 13, 2020 with floor conversion price of $2.5 and estimated conversion effect of 120,000 ordinary shares, and a total of 1,000,000 contingent shares to be issued to JMC Shareholders are excluded in the diluted EPS calculation for the year ended June 30, 2021 due to their anti-diluted effect. A total of 67,500 vested stock options issued on August 1, 2019, a total of $1.2 million principal value of convertible debts with floor conversion price of $1.0 issued on November 22, 2019, a total of $1.8 million principal value of convertible debts issued on December 30, 2019 with floor conversion price of $1.0, a total of $1.0 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $3.0, a total of $0.7 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $3.0, and a total of 1,000,000 contingent shares to be issued to JMC Shareholders are excluded in the diluted EPS calculation for the year ended June 30, 2020 due to their anti-diluted effect. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. The Company has not early adopted this update and it will become effective on July 1, 2023 assuming the Company will remain an emerging growth company, which qualified as smaller reporting company, at that date. The Company is currently evaluating the impact of ASU 2019-05 will have on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. The adoption of this standard did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021. Early adoption was permitted, including adoption in an interim period. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard did not have a material impact on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements to Subtopic 205-10, presentation of financial statements”. The amendments in this Update improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the codification. That reduce the likelihood that the disclosure requirement would be missed. The amendments also clarify guidance so that an entity can apply the guidance more consistently. ASU 2020-10 is effective for the Company for annual and interim reporting periods beginning January 1, 2022. Early application of the amendments is permitted for any annual or interim period for which financial statements are available to be issued. The amendments in this Update should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of this new standard on Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, “Business Combinations”. The amendments in this Update address how to determine whether a contract liability is recognized by the acquirer in a business combination and resolve the inconsistency of measuring revenue contracts with customers acquired in a business combination by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. The amendments in this Update apply to all entities that enter into a business combination within the scope of Subtopic 805-10, Business Combination-Overalls. For public business entities, ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year of discontinued operations presentation. These reclassifications have no effect on the accompanying statements of operations and cash flows. |
Nature of business and organi_2
Nature of business and organization (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Nature of business and organization | |
Summary of subsidiaries, VIE's and subsidiaries of VIE's | Name Background Ownership Xiangtai BVI · 100% owned by Bit Origin Xiangtai HK · A Hong Kong company 100% owned by Xiangtai BVI Xiangtai WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Xiangtai HK CQ Penglin · A PRC limited liability company · Slaughtering, processing, packing, and selling various processed meat products. VIE of Xiangtai WFOE GA Yongpeng · A PRC limited liability company · Slaughtering, processing, packing and selling various processed meat products. 100% owned by Xiangtai WFOE CQ Pengmei · A PRC limited liability company 100% owned by Xiangtai WFOE · Grocery stores selling daily necessities JMC · A PRC limited liability company 51 % VIE of Xiangtai WFOE · Feed raw materials and formula solutions wholesales. Silanchi · A British Virgin Islands company 100% owned by Bit Origin Haochuangge · A Hong Kong company 100% owned by Silanchi Gangyixing WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Haochuangge Fu Tong Ge · A PRC limited liability company VIE of Gangyixing WFOE SonicHash Canada · A Canada company 100% owned by Bit Origin SonicHash Singapore · A Singapore company 100% owned by Bit Origin SonicHash US · A US company 100% owned by Bit Origin |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Summary of significant accounting policies | |
Schedule of estimated useful lives of property, plant and equipment | Useful Life Cryptocurrency mining equipment 5 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
Summary of carrying amounts of major classes of assets and liabilities included as part of discontinued operations of CQ Pengmei and reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss | Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the consolidated balance sheets as of June 30, 2021 is as follow: Carrying amounts of major classes of assets included as part of discontinued operations of Xiangtai BVI and Silanchi: June 30, 2021 CURRENT ASSETS: Cash and cash equivalents $ 68,082 Restricted cash 35,906 Accounts receivables, net 30,040,825 Other receivables, net 45,597 Inventories 229,392 Prepayments 1,969,881 Total current assets of discontinued operations 32,389,683 OTHER ASSETS: Other receivables 85,139 Plant and equipment, net 2,415,370 Intangible assets, net 313,478 Operating lease right-of-use assets 3,208,982 Deferred tax assets 2,331,145 Total other assets of discontinued operations 8,354,114 Total assets of discontinued operations $ 40,743,797 Carrying amounts of major classes of liabilities included as part of discontinued operations of Xiangtai BVI and Silanchi: CURRENT LIABILITIES: Loan from bank $ 782,073 Loans from third parties 7,928,114 Current maturities of long-term loan - bank 850,808 Accounts payable 12,483,479 Customer deposits 4,392,031 Customer deposit - related party 35,948 Other payables and accrued liabilities 3,380,684 Other payables – related parties 14,767,551 Operating lease liabilities 77,127 Taxes payable 4,012,849 Total current liabilities of discontinued operations 48,710,664 OTHER LIABILITIES: Loans from third parties 1,959,053 Long-term loans – related parties 780,524 Operating lease liabilities - noncurrent 1,058,947 Total other liabilities of discontinued operations 3,798,524 Total liabilities of discontinued operations $ 52,509,188 Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2022, 2021 and 2020. For the Year Ended For the Year Ended For the Year Ended June 30, June 30, June 30, 2022 2021 2020 REVENUES: Supermarket and grocery store $ — $ 1,777,222 $ 7,402,284 Farmers' market 4,201,877 47,319,273 80,473,936 Feed raw materials 23,651,802 80,504,501 24,250,247 Total revenues 27,853,679 129,600,996 112,126,467 COST OF REVENUES: Supermarket and grocery store — 1,885,056 6,397,149 Farmers' market 4,189,686 46,519,672 76,192,444 Feed raw materials 22,499,787 77,501,417 22,219,528 Total cost of revenues 26,689,473 125,906,145 104,809,121 Gross profit 1,164,206 3,694,851 7,317,346 OPERATING EXPENSES: Selling 58,625 910,947 1,232,651 General and administrative 611,490 1,215,241 2,094,940 Provision for doubtful accounts 27,380,572 38,110,049 1,738,810 Impairment of goodwill — 5,533,507 - Impairment of long-lived assets — 1,026,023 724,987 Total operating expenses 28,050,687 46,795,767 5,791,388 Loss from operations (26,886,481) (43,100,916) 1,525,958 OTHER INCOME (EXPENSES) Interest income 494 1,476 3,062 Interest expense (1,483,947) (1,654,086) (1,653,429) Other finance expense (2,677) (25,333) (60,181) Other expense (income), net (9,545) 333,564 (66,877) Total other expenses, net (1,495,675) (1,344,379) (1,777,425) Loss before income taxes (28,382,156) (44,445,295) (251,467) Income tax expense (benefit) 2,551,113 (1,002,346) 223,173 Net loss from discontinued operations $ (30,933,269) $ (43,442,949) $ (474,640) As of April 27, 2022, the net assets of discontinued operations and reconciliation of gain on sale of discontinued operations of Xiangtai BVI and Silanchi are as follows: April 27, 2022 CURRENT ASSETS: Cash and cash equivalents $ 476,105 Accounts receivables, net 3,945,103 Other receivables, net 6,214,926 Prepayments 140,264 Total current assets of discontinued operations 10,776,398 OTHER ASSETS: Other receivables 60,492 Plant and equipment, net 1,996,324 Intangible assets, net 299,627 Operating lease right-of-use assets 2,049,125 Total other assets of discontinued operations 4,405,568 Total assets of discontinued operations $ 15,181,966 Carrying amounts of major classes of liabilities included as part of discontinued operations of Xiangtai BVI and Silanchi: CURRENT LIABILITIES: Loans from third parties $ 8,015,608 Current maturities of long-term loan - bank 831,329 Accounts payable 16,457,687 Accounts payable - related party 3,636,175 Customer deposits 4,400,350 Customer deposit - related party 35,815 Other payables and accrued liabilities 1,676,816 Other payables – related parties 20,000 Operating lease liabilities 38,088 Taxes payable 4,118,960 Total current liabilities of discontinued operations 39,230,828 OTHER LIABILITIES: Loans from third parties 1,513,203 Long-term loans – related parties 762,654 Operating lease liabilities - noncurrent 83,747 Total other liabilities of discontinued operations 2,359,604 Total liabilities of discontinued operations $ 41,590,432 Total net deficit $ (26,408,466) Retained earnings carryover (56,761,139) Total consideration received 4,029,212 Exchange rate effect (271,431) Total gain on sale of discontinued operations $ 34,110,454 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Cryptocurrencies, | |
Summary of cryptocurrency mining activities | Quantities (in coins) Cryptocurrencies BTC Amounts Balance at July 1, 2021 — $ — Revenue recognized from cryptocurrencies mined 7.17 192,351 Mining pool operating fees — — Proceeds from sale of cryptocurrencies — — Realized gain on sale/exchange of cryptocurrencies — — Impairment loss of cryptocurrencies — (50,463) Balance at June 30, 2022 7.17 $ 141,888 |
Other receivables (Tables)
Other receivables (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Other receivables | |
Summary of other receivables | June 30, June 30, 2022 2021 Receivable for exercised warrants $ 686,750 $ — Receivable due from buyer of disposed entities* 3,029,212 — Total other receivables $ 3,715,962 $ — *The balance is the remaining loan of disposed entities carried by the buyer. |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Prepayments | |
Summary of prepayments | June 30, June 30, 2022 2021 Prepaid mining equipment purchase prices* $ 18,175,800 $ — Prepaid BOD insurance fees 20,625 — Total prepayments $ 18,196,425 $ — Prepayments - current (20,625) — Prepayments - noncurrent $ 18,175,800 $ — *The balance is the payment the Company prepaid for 2,760 units cryptocurrency mining equipment, of which 1,070 units were arrived in Marion Indiana in July 2022 and the remaining 1,060 units are to be delivered in 2022 Q3. |
Plant and equipment, net (Table
Plant and equipment, net (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Plant and equipment, net | |
Schedule of plant and equipment | June 30, June 30, 2022 2021 Cryptocurrency mining equipment $ 8,302,893 $ — Less: accumulated depreciation (276,763) — Plant and equipment, net $ 8,026,130 $ — |
Related party transactions an_2
Related party transactions and balances (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Related party transactions and balances | |
Schedule of related party balances | June 30, June 30, Name of related party Relationship 2022 2021 Lucas Wang CEO $ 354,903 * $ — *The balance was from the $1 million disposal consideration CEO received on behalf of the Company and offset by the expenses CEO paid for the Company. The outstanding balance was repaid back to the Company by the report date of this filing. June 30, June 30, Name of related party Relationship 2022 2021 Xia Wang Chief Financial Officer $ — $ 203,093 Zeshu Dai Former CEO — 517,716 Total other payables - related parties $ — $ 720,809 |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Taxes | |
Schedule of significant components of the provision for income taxes | For the year For the year For the year ended ended ended June 30, 2022 June 30, 2021 June 30, 2020 Cayman $ (4,936,199) $ (3,640,018) $ (3,924,893) United States (379,349) — — Canada (2,270) — — Singapore (24,858) — — $ (5,342,676) $ (3,640,018) $ (3,924,893) |
Schedule of reconciliation of statutory tax rates to effective tax rate | June 30, June 30, June 30, 2022 2021 2020 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State statutory tax rate 5.75 % — % — % Change in valuation allowance (26.75) % (21.0) % (21.0) % Effective tax rate — % — % — % |
Schedule of significant components of deferred tax assets | June 30, June 30, 2022 2021 Deferred tax assets Net operating loss carryforward in the U.S. 69,066 — Net operating loss carryforward in Canada 341 — Net operating loss carryforward in Singapore 4,226 — Valuation allowance (73,633) — Total net deferred tax assets $ — $ — |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Convertible Debentures | |
Schedule of components of convertible debentures | June 30, June 30, 2022 2021 Principal balance $ — $ 1,300,000 Less: Debentures discount and debts insurance cost — — Total $ — $ 1,300,000 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity | |
Summary of stock option activity | The summary of stock option activity is as follows: Weighted Average Average Remaining Aggregate Options Exercisable Exercise Contractual Intrinsic Outstanding Option Price Life Value June 30, 2020 95,000 71,250 $ 5.00 2.12 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2021 95,000 71,250 $ 5.00 1.12 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2022 95,000 71,250 $ 5.00 0.12 — |
Summary of warrant activity | The summary of warrant activity is as follows: Weighted Average Average Remaining Warrants Exercisable Exercise Contractual Outstanding Shares Price Life June 30, 2020 86,732 86,732 $ 4.89 3.88 Granted/Acquired — — $ — — Forfeited — — $ — — Exercised — — $ — — June 30, 2021 86,732 86,732 $ 4.89 2.86 Granted/Acquired 35,863,538 35,863,538 $ 1.01 2.86 Forfeited — — $ — — Exercised — — $ — — June 30, 2022 35,950,270 35,950,270 $ 1.01 4.76 |
Condensed financial informati_2
Condensed financial information of the parent company (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Condensed financial information of the parent company | |
Statement of balance sheets of parent company | June 30, June 30, 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,263 $ 1,943 Prepayments 20,625 130,088 Other receivables 3,715,962 — Other receivables - related party 1,000,000 — Security deposit 5,353 — Intercompany receivables 1,343,033 19,163,736 Total current assets 6,091,236 19,295,767 OTHER ASSETS Cost method investment 3,000,000 — Investment in subsidiaries 25,869,765 — Total other assets 28,869,765 — Total assets $ 34,961,001 $ 19,295,767 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Convertible debenture, net $ — $ 1,300,000 Other payable and accrued expenses 88,131 218,045 Other payable - related parties 217,914 720,809 Total current liabilities 306,045 2,238,854 OTHER LIABILITIES Loss in excess of investment in subsidiaries — 20,278,567 Total liabilities 306,045 22,517,421 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Ordinary shares, $0.01 par value, 300,000,000 shares authorized, 91,857,298 and 40,716,642 shares issued outstanding 918,573 407,167 Additional paid-in capital 69,719,807 32,175,798 Deferred share compensation — (21,140) Statutory reserves — 1,670,367 Accumulated deficit (35,983,424) (38,574,620) Accumulated other comprehensive income — 1,120,774 Total shareholders' equity 34,654,956 (3,221,654) Total liabilities and shareholders' equity $ 34,961,001 $ 19,295,767 |
Statement of income and comprehensive income of parent company | For the Years Ended June 30, 2022 2021 2020 OPERATING EXPENSES General and administrative $ (4,080,304) $ (1,585,052) $ (2,512,271) Stock compensation expense (1,622,086) (1,889,173) (930,223) Total operating expenses (5,702,390) (3,474,225) (3,442,494) LOSS FROM OPERATIONS (5,702,390) (3,474,225) (3,442,494) OTHER INCOME (EXPENSE) Interest expense (54,137) (156,048) (123,212) Other finance expenses (3,421) (134,960) (359,187) Gain on debt settlement 823,749 125,215 — Equity loss of subsidiaries (25,934,865) (41,969,501) (952,049) Gain on sale of subsidiaries 34,110,454 — — Total other income (expenses), net 8,941,780 (42,135,294) (1,434,448) NET INCOME (LOSS) 3,239,390 (45,609,519) (4,876,942) FOREIGN CURRENCY TRANSLATION ADJUSTMENT 444,240 1,976,992 (547,647) COMPREHENSIVE INCOME (LOSS) $ 3,683,630 $ (43,632,527) $ (5,424,589) |
Statement of cash flows of parent company | For the Years Ended June 30, 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,239,390 $ (45,609,519) $ (4,876,942) Adjustments to reconcile net income to cash (used in) provided by operating activities: Equity loss of subsidiaries 25,934,865 41,969,501 952,049 Stock compensation expense 1,622,086 1,889,173 930,223 Late payment penalty expense — — 500,000 Amortization of convertible debenture issuance cost and discount — 131,688 357,853 Gain on debt settlement (823,749) (125,215) — Gain on sale of discontinued operations (34,110,454) — — Change in operating assets and liabilities Other receivables (686,750) 28,940 (28,940) Prepayments 109,463 (111,682) (18,406) Security deposit (5,353) — — Accrued expenses 82,971 276,210 269,521 Intercompany (27,620,586) (9,200,351) (3,567,750) Net cash used in operating activities (32,258,117) (10,751,255) (5,482,392) CASH FLOWS FROM INVESTING ACTIVITIES: Cost method investment (3,000,000) — — Net cash used in operating activities (3,000,000) — — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from other payables - related parties, net 217,913 297,393 166,032 Proceeds from issuance of ordinary shares through private placements — 8,992,165 — Proceeds from issuance of ordinary shares through public offerings 35,044,524 — — Proceeds from convertible debentures, net of issuance costs — 1,300,000 5,480,000 Net cash provided by financing activities 35,262,437 10,589,558 5,646,032 CHANGES IN CASH AND CASH EQUIVALENTS 4,320 (161,697) 163,640 CASH AND CASH EQUIVALENTS, beginning of year 1,943 163,640 — CASH AND CASH EQUIVALENTS, end of year $ 6,263 $ 1,943 $ 163,640 NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES Issuance of ordinary shares for acquisition $ — $ — $ 2,658,909 Conversion of debts into ordinary shares $ — 741,785 — Conversion of convertible debenture into ordinary shares $ 1,300,000 $ 5,066,288 $ 857,165 Other receivable - related party from disposal of subsidiaries $ 1,000,000 $ — — |
Nature of business and organi_3
Nature of business and organization - Business Overview (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Nature of business and organization | ||||
Number of bulk purchases of cryptocurrency mining equipment | 3 | |||
Payments to acquire cryptocurrency mining equipment | $ 13.3 | $ 6 | $ 7 | $ 26.3 |
Number of units of cryptocurrency mining equipment delivered | 868 |
Nature of business and organi_4
Nature of business and organization - Historic Business Acquisition (Details) | 12 Months Ended | |||||||||
Aug. 07, 2022 shares | Apr. 03, 2020 USD ($) $ / shares shares | Jul. 02, 2018 USD ($) store | Jul. 02, 2018 CNY (¥) store | Jun. 30, 2022 USD ($) $ / shares | Apr. 27, 2022 $ / shares | Jun. 30, 2021 $ / shares | Sep. 03, 2020 | Dec. 12, 2019 | May 10, 2019 $ / shares | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Initial public offering | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 100 | |||||||||
China Meitai | Xiangtai Cayman | ||||||||||
Issuance of ordinary shares for acquisition | $ | $ 1,600,000 | |||||||||
Shareholders of Silanchi | Shareholders of Silanchi | ||||||||||
Equity interest | 100% | 98% | ||||||||
JMC | ||||||||||
Issuance of ordinary shares for acquisition | $ | $ 2,658,909 | |||||||||
Ownership interest to be acquired (as a percent) | 51% | |||||||||
Number of shares to be issued (in shares) | shares | 400,000 | 2,000,000 | ||||||||
Price at which the shares are to be issued (in dollars per share) | $ 1.77 | |||||||||
Percentage of after-tax net income payable to the company as service fee (as a percent) | 51% | |||||||||
CQ Pengmei | ||||||||||
Number of Grocery Stores Operated | store | 2 | 2 | ||||||||
Issuance of ordinary shares for acquisition | $ 900,000 | ¥ 5,949,052 |
Nature of business and organi_5
Nature of business and organization - Additional information (Details) | Jun. 30, 2022 |
SonicHash Canada | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
SonicHash Singapore | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
SonicHash US | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Xiangtai BVI | Xiangtai BVI | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Xiangtai HK | Xiangtai BVI | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Xiangtai WFOE | Xiangtai HK | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Guangan Yongpeng | Xiangtai WFOE | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
CQ Pengmei | Xiangtai WFOE | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
JMC | Xiangtai WFOE | |
Noncontrolling Interest, Ownership Percentage by Parent | 51% |
Silanchi | Silanchi | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Haochuangge | Silanchi | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Gangyixing WFOE | Haochuangge | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Nature of business and organi_6
Nature of business and organization - New Business (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 14, 2022 USD ($) | Jan. 06, 2022 USD ($) | Dec. 15, 2021 USD ($) | Feb. 28, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 | Jun. 30, 2022 item | |
Number of cryptocurrency mining equipment purchased | 3,628,000 | ||||||||
Purchase price | $ 13,300,000 | $ 6,000,000 | $ 7,000,000 | $ 26,300,000 | |||||
Number of mining facility delivered | 868 | ||||||||
Number of mining facility in stock | 868 | 868 | 868 | ||||||
Number of mining facility yet to be delivered | 1,060 | 1,060 | |||||||
Indiana, U.S | |||||||||
Number of mining facility delivered | 1,700 | ||||||||
SonicHash Canada | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100% | 100% | 100% | ||||||
Number of cryptocurrency mining equipment purchased | 742,000 | ||||||||
Purchase price | $ 6,999,200 | ||||||||
SonicHash Singapore | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100% | 100% | 100% | ||||||
SonicHash US | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100% | 100% | 100% | ||||||
Number of cryptocurrency mining equipment purchased | 2,200,000 | 686,000 | |||||||
Purchase price | $ 13,281,400 | $ 5,995,640 | |||||||
Number of mining facility yet to be delivered | 1,060 | ||||||||
SonicHash US | Georgia, U.S | |||||||||
Number of mining facility delivered | 126 | ||||||||
SonicHash US | Indiana, U.S | |||||||||
Number of mining facility delivered | 1,140 | 560 |
Summary of significant accoun_4
Summary of significant accounting policies - Foreign currency translation and transaction (Details) | Jun. 30, 2022 USD ($) | Apr. 27, 2022 | Jun. 30, 2021 USD ($) | Jun. 30, 2020 |
Summary of significant accounting policies | ||||
Translation adjustments included in accumulated other comprehensive income (loss) | $ 0 | $ 1,120,774 | ||
Historical rate | 6.61 | 6.46 | ||
Average translation rate | 6.41 | 6.62 | 7.03 |
Summary of significant accoun_5
Summary of significant accounting policies - Plant and equipment, net (Details) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Salvage Value, Percentage | 0% | 0% |
Cryptocurrency mining equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Amount of depreciation recorded for the mining equipment | $ 276,763 | $ 276,763 |
Summary of significant accoun_6
Summary of significant accounting policies - Earnings per share ("EPS") (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||||||||
Jun. 03, 2022 | Jan. 28, 2022 | Nov. 22, 2021 | Nov. 13, 2020 | Aug. 14, 2020 | Jul. 17, 2020 | Jun. 19, 2020 | Mar. 09, 2020 | Aug. 01, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 30, 2019 | Nov. 22, 2019 | |
Earnings per share ("EPS") | ||||||||||||||
Number of warrants | 4,667 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 3 | |||||||||||||
Incremental common shares attributable to call options and warrants | 1,867 | |||||||||||||
Warrants exercise price | $ 1.01 | $ 4.89 | $ 4.89 | |||||||||||
Vested stock options | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Antidilutive securities (in shares) | 90,000 | 67,500 | ||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 90,000 | |||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 90,000 | 67,500 | ||||||||||||
Convertible debt issued on March 9, 2020 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 1 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 0.8 | |||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 1,125,182 | |||||||||||||
Convertible debt issued on June 19, 2020 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 0.7 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 0.8 | |||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 912,532 | |||||||||||||
Convertible debt issued on July 17, 2020 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 0.7 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 2.5 | |||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 280,000 | |||||||||||||
Convertible debt issued on August 14, 2020 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 0.3 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 2.5 | |||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 120,000 | |||||||||||||
Convertible debt issued on November 13, 2020 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 0.3 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 2.5 | |||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 120,000 | |||||||||||||
Convertible debt issued on November 22, 2019 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 1.2 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 1 | |||||||||||||
Convertible debt issued on December 30, 2019 | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 1.8 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 1 | |||||||||||||
Convertible debt issued on March 9, 2020, one | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 1 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 3 | |||||||||||||
Convertible debt issued on March 9, 2020, two | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Principal value of convertible debts issued, that are anti-dilutive | $ 0.7 | |||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 3 | |||||||||||||
Contingent shares to be issued pursuant to business combination | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Antidilutive securities (in shares) | 1,000,000 | 1,000,000 | ||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 1,000,000 | 1,000,000 | ||||||||||||
Warrants Issued on November 22, 2021 | Private placements | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Antidilutive securities (in shares) | 17,175,412 | |||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 17,175,412 | |||||||||||||
Warrants exercise price | $ 1.008 | |||||||||||||
Warrants Issued on January 28, 2022 | Private placements | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Antidilutive securities (in shares) | 18,124,400 | |||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 18,124,400 | |||||||||||||
Warrants exercise price | $ 1.008 | |||||||||||||
Warrants Issued on June 3, 2022 | Private placements | ||||||||||||||
Earnings per share ("EPS") | ||||||||||||||
Antidilutive securities (in shares) | 563,726 | |||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 563,726 | |||||||||||||
Warrants exercise price | $ 0.51 |
Summary of significant accoun_7
Summary of significant accounting policies - Additional information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Significant Accounting Policies [Line Items] | ||
Impairment of long lived assets | $ 0 | $ 0 |
Impairment loss of cryptocurrencies | 50,463 | |
Continuing operations | ||
Significant Accounting Policies [Line Items] | ||
Allowance for the doubtful accounts | $ 0 | $ 0 |
Discontinued Operations - Major
Discontinued Operations - Major class of assets and liabilities (Details) - USD ($) | 12 Months Ended | ||
Apr. 27, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
CURRENT ASSETS: | |||
Total current assets of discontinued operations | $ 32,389,683 | ||
OTHER ASSETS: | |||
Total other assets of discontinued operations | 8,354,114 | ||
CURRENT LIABILITIES: | |||
Total current liabilities of discontinued operations | 36,458,438 | ||
OTHER LIABILITIES: | |||
Total gain on sale of discontinued operations | $ 34,110,454 | ||
Discontinued operations. | Xiangtai BVI and Silanchi | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 476,105 | 68,082 | |
Restricted cash | 35,906 | ||
Accounts receivables, net | 3,945,103 | 30,040,825 | |
Other receivables, net | 6,214,926 | 45,597 | |
Inventories | 229,392 | ||
Prepayments | 140,264 | 1,969,881 | |
Total current assets of discontinued operations | 10,776,398 | 32,389,683 | |
OTHER ASSETS: | |||
Other receivables | 60,492 | 85,139 | |
Plant and equipment, net | 1,996,324 | 2,415,370 | |
Intangible assets, net | 299,627 | 313,478 | |
Operating lease right-of-use assets | 2,049,125 | 3,208,982 | |
Deferred tax assets | 2,331,145 | ||
Total other assets of discontinued operations | 4,405,568 | 8,354,114 | |
Total assets of discontinued operations | 15,181,966 | 40,743,797 | |
CURRENT LIABILITIES: | |||
Loan from bank | 782,073 | ||
Loans from third parties | 8,015,608 | 7,928,114 | |
Current maturities of long-term loan - bank | 831,329 | 850,808 | |
Accounts payable | 16,457,687 | 12,483,479 | |
Accounts payable - related party | 3,636,175 | ||
Customer deposits | 4,400,350 | 4,392,031 | |
Customer deposit - related party | 35,815 | 35,948 | |
Other payables and accrued liabilities | 1,676,816 | 3,380,684 | |
Other payables - related parties | 20,000 | 14,767,551 | |
Operating lease liabilities | 38,088 | 77,127 | |
Taxes payable | 4,118,960 | 4,012,849 | |
Total current liabilities of discontinued operations | 39,230,828 | 48,710,664 | |
OTHER LIABILITIES: | |||
Loans from third parties | 1,513,203 | 1,959,053 | |
Long-term loans - related parties | 762,654 | 780,524 | |
Operating lease liabilities - noncurrent | 83,747 | 1,058,947 | |
Total other liabilities of discontinued operations | 2,359,604 | 3,798,524 | |
Total liabilities of discontinued operations | 41,590,432 | $ 52,509,188 | |
Total net deficit | (26,408,466) | ||
Retained earnings carryover | (56,761,139) | ||
Total consideration received | 4,029,212 | ||
Exchange rate effect | (271,431) | ||
Total gain on sale of discontinued operations | $ 34,110,454 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of major classes of income and losses (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
OTHER INCOME (EXPENSES) | |||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | $ 3,177,185 | $ (43,442,949) | $ (474,640) |
Discontinued operations. | Xiangtai BVI and Silanchi | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total revenues | 27,853,679 | 129,600,996 | 112,126,467 |
Total cost of revenues | 26,689,473 | 125,906,145 | 104,809,121 |
Gross profit | 1,164,206 | 3,694,851 | 7,317,346 |
OPERATING EXPENSES: | |||
Selling | 58,625 | 910,947 | 1,232,651 |
General and administrative | 611,490 | 1,215,241 | 2,094,940 |
Provision for doubtful accounts | 27,380,572 | 38,110,049 | 1,738,810 |
Impairment of goodwill | 5,533,507 | ||
Impairment of long-lived assets | 1,026,023 | 724,987 | |
Total operating expenses | 28,050,687 | 46,795,767 | 5,791,388 |
Loss from operations | (26,886,481) | (43,100,916) | 1,525,958 |
OTHER INCOME (EXPENSES) | |||
Interest income | 494 | 1,476 | 3,062 |
Interest expense | (1,483,947) | (1,654,086) | (1,653,429) |
Other finance expense | (2,677) | (25,333) | (60,181) |
Other expense (income), net | (9,545) | 333,564 | (66,877) |
Total other expense, net | (1,495,675) | (1,344,379) | (1,777,425) |
Loss before income taxes | (28,382,156) | (44,445,295) | (251,467) |
Income tax expense (benefit) | 2,551,113 | (1,002,346) | 223,173 |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (30,933,269) | (43,442,949) | (474,640) |
Discontinued operations. | Xiangtai BVI and Silanchi | Supermarket and grocery store | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total revenues | 1,777,222 | 7,402,284 | |
Total cost of revenues | 1,885,056 | 6,397,149 | |
Discontinued operations. | Xiangtai BVI and Silanchi | Farmers' market | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total revenues | 4,201,877 | 47,319,273 | 80,473,936 |
Total cost of revenues | 4,189,686 | 46,519,672 | 76,192,444 |
Discontinued operations. | Xiangtai BVI and Silanchi | Feed raw materials | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total revenues | 23,651,802 | 80,504,501 | 24,250,247 |
Total cost of revenues | $ 22,499,787 | $ 77,501,417 | $ 22,219,528 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Sale of equity - Xiangtai BVI and Silanchi | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash price from sale of subsidiaries | $ 1,000,000 |
Remaining loan of disposed entities carried by the Buyer | $ 3,029,212 |
Cryptocurrencies (Details)
Cryptocurrencies (Details) | 12 Months Ended |
Jun. 30, 2022 USD ($) item | |
Quantities (in coins) | |
Balance at the beginning | item | 0 |
Revenue recognized from cryptocurrencies mined | item | 7.17 |
Balance at the end | item | 7.17 |
Cryptocurrencies, amount | |
Balance at the beginning | $ 0 |
Revenue recognized from cryptocurrencies mined | 192,351 |
Impairment loss of cryptocurrencies | (50,463) |
Balance at the end | $ 141,888 |
Other receivables (Details)
Other receivables (Details) | Jun. 30, 2022 USD ($) |
Other receivables | |
Receivable for exercised warrants | $ 686,750 |
Receivable due from buyer of disposed entities | 3,029,212 |
Total other receivables | $ 3,715,962 |
Prepayments (Details)
Prepayments (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Prepayments | ||
Prepaid mining equipment purchase prices | $ 18,175,800 | |
Prepaid BOD insurance fees | 20,625 | |
Total prepayments | 18,196,425 | |
Prepayments - current | (20,625) | $ (130,088) |
Prepayments - noncurrent | $ 18,175,800 |
Prepayments - Additional Inform
Prepayments - Additional Information (Details) - 12 months ended Jun. 30, 2022 | Total | item |
Prepayments | ||
Number of prepaid cryptocurrency mining equipment | 2,760 | |
Number of prepaid cryptocurrency mining equipment units arrived | 1,070 | |
Number of prepaid cryptocurrency mining equipment units yet to be delivered | 1,060 | 1,060 |
Plant and equipment, net - Plan
Plant and equipment, net - Plant and equipment (Details) | Jun. 30, 2022 USD ($) |
Plant and equipment | |
Less: accumulated depreciation | $ (276,763) |
Total | 8,026,130 |
Cryptocurrency mining equipment | |
Plant and equipment | |
Plant and equipment, gross | $ 8,302,893 |
Plant and equipment, net - Addi
Plant and equipment, net - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
May 31, 2022 | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Plant and equipment | |||
Number of cryptocurrency mining equipment delivered and started to generate revenue | 868 | ||
Cryptocurrency mining equipment | |||
Plant and equipment | |||
Number of cryptocurrency mining equipment delivered and started to generate revenue | 868 | ||
Depreciation | $ 276,763 | $ 276,763 |
Cost method investment (Details
Cost method investment (Details) - USD ($) | Jun. 30, 2022 | Jun. 10, 2022 |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Investment | $ 3,000,000 | |
Subscription agreement | Partnership | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Investment | $ 3,000,000 | |
Sharing percentage | 8.8235% |
Related party transactions an_3
Related party transactions and balances - Other receivables - related parties (Details) | Jun. 30, 2022 USD ($) |
Related Party Transaction [Line Items] | |
Other receivables - related party | $ 354,903 |
Lucas Wang, CEO | |
Related Party Transaction [Line Items] | |
Other receivables - related party | 354,903 |
Balance on disposal consideration | $ 1,000,000 |
Related party transactions an_4
Related party transactions and balances - Other payables - related parties (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | ||
Other payables - related parties | $ 0 | $ 720,809 |
Xia Wang, Chief Financial Officer | ||
Related Party Transaction [Line Items] | ||
Other payables - related parties | 0 | 203,093 |
Zeshu Dai, Former CEO | ||
Related Party Transaction [Line Items] | ||
Other payables - related parties | $ 0 | $ 517,716 |
Taxes - Additional Information
Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 21% | 21% | 21% |
Net operating loss carry forward | $ 300,000 | $ 0 | |
Utilization per year(as percent) | 80% | ||
Deferred tax assets, valuation allowance | $ 69,000 | $ 0 | |
Deferred tax assets, valuation allowance (as percent) | 100% | 100% | |
Number of units exported to SonicHash US | 742 | ||
Total purchase price | $ 6,999,200 | ||
Cayman Islands. | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 0% | ||
Canada. | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 15% | ||
Canada. | Alberta | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 8% | ||
United States. | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 21% | ||
United States. | Delaware | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 8.70% | ||
United States. | Georgia | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 5.75% | ||
Singapore. | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 17% | ||
Singapore. | First scenario | SGD | |||
Operating Loss Carryforwards [Line Items] | |||
Applicable tax rate | 75% | ||
Taxable income | $ 10,000 | ||
Exempted from taxable income | 7,700 | ||
Singapore. | Next scenario | SGD | |||
Operating Loss Carryforwards [Line Items] | |||
Taxable income | $ 190,000 | ||
Exempted from taxable income (as percent) | 50% | ||
Exempted from taxable income | $ 147,000 | ||
US | |||
Operating Loss Carryforwards [Line Items] | |||
Effective US Ex tax And GST Applied, (as percent) | 5% |
Taxes - Income (loss) before pr
Taxes - Income (loss) before provision for income taxes (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | $ (5,342,676) | $ (3,640,018) | $ (3,924,893) |
Cayman Islands | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | (4,936,199) | (3,640,018) | (3,924,893) |
US | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | (379,349) | 0 | 0 |
Canada | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | (2,270) | 0 | 0 |
Singapore | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | $ (24,858) | $ 0 | $ 0 |
Taxes - Schedule of effective t
Taxes - Schedule of effective tax rate (Details) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Taxes | |||
Federal statutory tax rate | 21% | 21% | 21% |
State statutory tax rate | 5.75% | ||
Change in valuation allowance | (26.75%) | (21.00%) | (21.00%) |
Taxes - Significant components
Taxes - Significant components of deferred tax assets (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ (73,633) | $ 0 |
Total net deferred tax assets | 0 | |
US | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | 69,066 | 0 |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | 341 | 0 |
Singapore | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | $ 4,226 | $ 0 |
Concentration of risk (Details)
Concentration of risk (Details) | 12 Months Ended | |||
Jun. 30, 2022 USD ($) item | Jun. 30, 2022 SGD ($) item | Jun. 30, 2021 USD ($) item | Jun. 30, 2021 SGD ($) item | |
Concentration Risk [Line Items] | ||||
Cash deposited with financial institutions | $ 563 | $ 17,242 | $ 1,943 | $ 0 |
Cash balance deposited with financial institutions, that are subject to credit risk | $ 0 | |||
Number of BTC store | item | 7.17 | 7.17 | 0 | 0 |
Ownership and operation rights attributable to entity | 100% | |||
US | ||||
Concentration Risk [Line Items] | ||||
Insurance coverage for each bank | $ 250,000 | |||
Singapore | ||||
Concentration Risk [Line Items] | ||||
Deposit Insurance aggregate per depositor per Scheme | $ 75,000 |
Convertible Debentures (Details
Convertible Debentures (Details) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 29, 2022 USD ($) shares | Apr. 28, 2021 USD ($) shares | Jun. 19, 2020 USD ($) item $ / shares | Nov. 22, 2019 USD ($) item $ / shares | Mar. 11, 2021 USD ($) shares | Aug. 13, 2020 USD ($) shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Apr. 20, 2022 $ / shares | Jan. 27, 2022 $ / shares | Aug. 14, 2021 $ / shares | Jan. 22, 2021 USD ($) $ / shares | Nov. 13, 2020 USD ($) $ / shares | Sep. 15, 2020 USD ($) $ / shares | Aug. 14, 2020 USD ($) | Jul. 17, 2020 USD ($) | Mar. 09, 2020 USD ($) $ / shares | Dec. 30, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3 | ||||||||||||||||||
Principal amount of debt whose floor price is amended | $ 200,000 | ||||||||||||||||||
Common stock, share price (in dollars per share) | $ / shares | $ 1 | ||||||||||||||||||
Issuance cost incurred | $ 230,000 | ||||||||||||||||||
Amortization of debt issuance cost | 0 | ||||||||||||||||||
Amortization of debentures discount | $ 131,688 | ||||||||||||||||||
Conversion of principal due and accrued and unpaid interest of convertible debenture | $ 741,785 | ||||||||||||||||||
Convertible Debentures issued on November 22, 2019, December 30, 2019 & March 9, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity term | 12 months | ||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | ||||||||||||||||||
Interest rate (as a percent) | 5% | ||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3 | $ 1 | $ 3 | ||||||||||||||||
Percentage of the average of the four lowest daily VWAPs considered for determination of minimum conversion price (as a percent) | 93% | ||||||||||||||||||
Number of lowest daily VWAPs considered for determination of minimum conversion price | item | 10 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 0.80 | $ 1 | $ 1 | ||||||||||||||||
Threshold consecutive trading days for triggering event | item | 10 | ||||||||||||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 3 | ||||||||||||||||||
Redemption premium (as a percent) | 10% | ||||||||||||||||||
Redemption premium payment period | 6 months | ||||||||||||||||||
Redemption premium on principal (as a percent) | 20% | ||||||||||||||||||
Deferral period for monthly payment | 30 days | ||||||||||||||||||
Deferral fee (as a percent) | 10% | ||||||||||||||||||
Percentage of the average of the daily VWAP considered for determination of deferral fee | 93% | 100% | |||||||||||||||||
Threshold number of consecutive trading days over which the daily VWAPs considered for determination of deferral fee | item | 10 | ||||||||||||||||||
Percentage of the average of the four lowest daily VWAPs considered for determination of deferral fee (as a percent) | 93% | ||||||||||||||||||
Number of lowest daily VWAPs considered for determination of deferral fee | item | 4 | ||||||||||||||||||
Threshold number of consecutive trading days over which the lowest daily VWAPs considered for determination of deferral fee | item | 10 | ||||||||||||||||||
Principal amount of debt whose floor price is amended | $ 400,000 | $ 600,000 | $ 1,400,000 | ||||||||||||||||
Beneficial conversion feature | $ 259,540 | ||||||||||||||||||
Number of shares issued upon conversion | shares | 1,125,182 | 1,847,167 | 2,063,971 | ||||||||||||||||
Conversion of principal due and accrued and unpaid interest of convertible debenture | $ 1,046,328 | $ 2,062,191 | $ 2,084,904 | ||||||||||||||||
Conversion option embedded in Debenture entirety accounted for a liability with Debenture | $ 1,000,000 | ||||||||||||||||||
Convertible Debentures issued on November 22, 2019 & December 30, 2019 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 4,000,000 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 3 | ||||||||||||||||||
Principal amount of debt whose floor price is amended | $ 200,000 | ||||||||||||||||||
Convertible Debentures issued on November 22, 2019 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 1 | ||||||||||||||||||
Convertible Debentures issued on December 30, 2019 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 1 | ||||||||||||||||||
Convertible Debentures issued on March 9, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 3 | ||||||||||||||||||
Common stock, share price (in dollars per share) | $ / shares | $ 2.33 | ||||||||||||||||||
Convertible Debenture issued on June 19, 2020, July 17, 2020, August 14, 2020, and November 13, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity term | 12 months | ||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||||||||||||
Interest rate (as a percent) | 5% | ||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.50 | ||||||||||||||||||
Percentage of the average of the four lowest daily VWAPs considered for determination of minimum conversion price (as a percent) | 93% | ||||||||||||||||||
Number of lowest daily VWAPs considered for determination of minimum conversion price | item | 4 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 2.50 | $ 0.80 | |||||||||||||||||
Threshold consecutive trading days for triggering event | item | 10 | ||||||||||||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 2.50 | ||||||||||||||||||
Threshold number of consecutive trading days over which the lowest daily VWAPs considered for determination of minimum conversion price | item | 10 | ||||||||||||||||||
Redemption premium (as a percent) | 10% | ||||||||||||||||||
Redemption premium payment period | 6 months | ||||||||||||||||||
Redemption premium on principal (as a percent) | 20% | ||||||||||||||||||
Deferral period for monthly payment | 30 days | ||||||||||||||||||
Deferral fee (as a percent) | 10% | ||||||||||||||||||
Beneficial conversion feature | $ 259,540 | ||||||||||||||||||
Beneficial ownership (as a percent) | 4.99% | ||||||||||||||||||
Period for providing written notice for not to convert debentures | 65 days | ||||||||||||||||||
Period after the date of issuance for triggering event | 180 | ||||||||||||||||||
Number of shares issued upon conversion | shares | 912,532 | ||||||||||||||||||
Conversion of principal due and accrued and unpaid interest of convertible debenture | $ 730,027 | ||||||||||||||||||
Convertible Debentures issued on June 19, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 700,000 | ||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 2.50 | ||||||||||||||||||
Common stock, share price (in dollars per share) | $ / shares | $ 1.70 | ||||||||||||||||||
Conversion option embedded in Debenture entirety accounted for a liability with Debenture | $ 700,000 | ||||||||||||||||||
Convertible Debentures issued on July 17, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 700,000 | ||||||||||||||||||
Convertible Debentures issued on August 14, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||
Convertible Debentures issued on November 13, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||
Convertible debenture issued on June 10, 2021 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 0.66 | ||||||||||||||||||
Number of shares issued upon conversion | shares | 2,136,280 | ||||||||||||||||||
Conversion of principal due and accrued and unpaid interest of convertible debenture | $ 1,409,945 | ||||||||||||||||||
Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3 | ||||||||||||||||||
Minimum | Convertible Debentures issued on November 22, 2019, December 30, 2019 & March 9, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5.06 | ||||||||||||||||||
Minimum | Convertible Debenture issued on June 19, 2020, July 17, 2020, August 14, 2020, and November 13, 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3 |
Convertible Debentures - Compon
Convertible Debentures - Components (Details) | Jun. 30, 2021 USD ($) |
Convertible Debentures | |
Principal balance | $ 1,300,000 |
Total | $ 1,300,000 |
Equity - Increase of authorized
Equity - Increase of authorized share capital (Details) - USD ($) | Jun. 30, 2022 | Apr. 27, 2022 | Jun. 30, 2021 |
Equity | |||
Value of ordinary shares authorised | $ 1,500,000 | $ 3,000,000 | |
Increase in ordinary shares | 150,000,000 | ||
Number of ordinary shares authorised | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Equity - Direct offerings and P
Equity - Direct offerings and Private placements (Details) - USD ($) | Jun. 29, 2022 | Jun. 03, 2022 | Jan. 28, 2022 | Nov. 22, 2021 | Dec. 17, 2020 | Jul. 27, 2020 | Jun. 30, 2022 | Apr. 27, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Warrants to purchase ordinary shares | 4,667 | |||||||||
Warrants exercise price | $ 1.01 | $ 4.89 | $ 4.89 | |||||||
Warrants expiration term | 5 years | 4 years 9 months 3 days | 2 years 10 months 9 days | 3 years 10 months 17 days | ||||||
Securities purchase agreement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued during the period | 18,124,400 | 17,175,412 | ||||||||
Purchase price for each share and corresponding Warrant | $ 0.89 | $ 0.96 | ||||||||
Gross proceeds from issuance | $ 16,130,716 | $ 16,500,000 | ||||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | ||||||||
Warrants to purchase ordinary shares | 18,124,400 | 17,175,412 | ||||||||
Warrants exercisable term | 60 days | 60 days | ||||||||
Warrants exercise price | $ 1.008 | $ 1.008 | ||||||||
Warrants as percentage of purchase price | 105% | |||||||||
Warrants expiration term | 5 years | |||||||||
Underwriting Agreement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued during the period | 9,803,922 | |||||||||
Purchase price for each share and corresponding Warrant | $ 0.51 | |||||||||
Ordinary shares, par value | $ 0.01 | |||||||||
Non-accountable expense as percent of the gross proceeds | 1% | |||||||||
Aggregate purchase price of warrant | $ 100 | |||||||||
Net proceeds from issuance receivables | $ 686,750 | |||||||||
Underwriting Agreement | if Underwriter Exercises the Overallotment Option in Full | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued during the period | 563,726 | |||||||||
Private placements | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued during the period | 5,580,000 | 2,339,000 | ||||||||
Purchase price for each share and corresponding Warrant | $ 0.80 | $ 1.50 | ||||||||
Gross proceeds from issuance | $ 4,464,000 | $ 3,500,000 | ||||||||
Over-Allotment Option | Underwriting Agreement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued during the period | 1,470,588 | 1,470,588 | ||||||||
Gross proceeds from issuance | $ 5,750,000 | |||||||||
Warrants to purchase ordinary shares | 490,196 | |||||||||
Offering | Underwriting Agreement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Purchase price for each share and corresponding Warrant | $ 0.51 | |||||||||
Gross proceeds from issuance | $ 5,000,000 | |||||||||
Warrants as percentage of purchase price | 5% | |||||||||
Percentage of number of shares sold in the Offering | 15% | |||||||||
Out-of-pocket accountable expenses | $ 75,000 | |||||||||
Percentage of warrants as percentage of ordinary shares | 6.50% |
Equity - Issuance of ordinary s
Equity - Issuance of ordinary shares for compensation & services (Details) - USD ($) | 12 Months Ended | ||||||||||
May 31, 2022 | Apr. 27, 2022 | Jan. 27, 2022 | Dec. 06, 2021 | Dec. 01, 2021 | May 04, 2021 | Sep. 24, 2020 | Jul. 01, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Closing price of shares | $ 1 | ||||||||||
Number of shares issued for service | 250,000 | ||||||||||
Value of shares issued for service | $ 250,000 | $ 1,457,975 | $ 650,000 | ||||||||
Ms. Wang | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Term of employment agreement | 3 years | ||||||||||
Shares issued for compensation | 300,000 | 200,000 | 200,000 | ||||||||
Closing price of shares | $ 0.80 | $ 1.35 | |||||||||
Total consideration | $ 240,000 | $ 270,000 | |||||||||
Ms. Jingjing Han | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Term of employment agreement | 3 years | ||||||||||
Annual salary | $ 240,000 | ||||||||||
Percentage of increase in annual salary | 6% | ||||||||||
Shares issued for compensation | 1,422,049 | 474,016 | |||||||||
Closing price of shares | $ 0.855 | ||||||||||
Total consideration | $ 405,284 | ||||||||||
Mr. Jiaming Li | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Term of employment agreement | 3 years | ||||||||||
Annual salary | $ 240,000 | ||||||||||
Percentage of increase in annual salary | 6% | ||||||||||
Shares issued for compensation | 1,422,049 | 474,016 | |||||||||
Closing price of shares | $ 0.855 | ||||||||||
Total consideration | $ 405,284 | ||||||||||
Mr. Lucas Wang | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Term of employment agreement | 3 years | ||||||||||
Annual salary | $ 240,000 | ||||||||||
Percentage of increase in annual salary | 6% | ||||||||||
Shares issued for compensation | 1,896,066 | 632,022 | |||||||||
Closing price of shares | $ 0.855 | ||||||||||
Total consideration | $ 540,379 |
Equity - Conversion of debentur
Equity - Conversion of debenture and debts (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Nov. 13, 2020 | |
Debt Conversion [Line Items] | |||
Conversion price (in dollars per share) | $ 3 | ||
Conversion of debenture and debts | |||
Debt Conversion [Line Items] | |||
Principal amount of debentures converted | $ 1,300,000 | $ 4,900,000 | |
Interest amount of debentures converted | $ 109,945 | $ 166,288 | |
Number of shares issued upon conversion | 1,409,945 | 5,066,288 | |
Conversion price (in dollars per share) | $ 0.66 | $ 0.99 | |
Conversion of debenture and debts | Xiaolin Cao | |||
Debt Conversion [Line Items] | |||
Principal amount of debentures converted | $ 500,000 | ||
Number of shares issued upon conversion | 500,000 | ||
Conversion price (in dollars per share) | $ 0.83 | ||
Gain on debt settlement | $ 80,000 | ||
Conversion of debenture and debts | Ortoli Rosenstadt LLP | |||
Debt Conversion [Line Items] | |||
Legal fees | $ 127,000 | ||
Number of shares issued upon conversion | 127,000 | ||
Conversion price (in dollars per share) | $ 0.76 | ||
Gain on debt settlement | $ 31,115 | ||
Conversion of debenture and debts | Xiaohui Wu | |||
Debt Conversion [Line Items] | |||
Accrued expenses | $ 240,000 | ||
Number of shares issued upon conversion | 300,000 | ||
Conversion price (in dollars per share) | $ 0.74 | ||
Gain on debt settlement | $ 14,100 |
Equity - Stock options (Details
Equity - Stock options (Details) | 1 Months Ended | 12 Months Ended | ||||
Jan. 27, 2022 $ / shares shares | Aug. 15, 2019 $ / shares | Aug. 31, 2019 USD ($) director installment $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Closing price of shares | $ / shares | $ 1 | |||||
Total compensation expenses | $ | $ 21,140 | $ 30,490 | ||||
Value of shares issued for service | $ | $ 250,000 | $ 1,457,975 | $ 650,000 | |||
Number of shares issued for service | shares | 250,000 | |||||
Vested stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options issued | shares | 95,000 | |||||
Number of directors to whom options were granted | director | 2 | |||||
Number of equal installments in which the options will vest | installment | 4 | |||||
Exercise price (in dollars per share) | $ / shares | $ 5 | $ 5 | ||||
Term of the options | 3 years | |||||
Closing price of shares | $ / shares | $ 4.6 | |||||
Volatility (as a percent) | 118% | |||||
Risk-free interest rate (as a percent) | 1.44% | |||||
Dividend yield (as a percent) | 0% | |||||
Estimated fair value of options | $ | $ 243,922 | |||||
Total service period | 1 year |
Equity - Stock options activity
Equity - Stock options activity (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Options outstanding | |||
Beginning balance | 95,000 | 95,000 | |
Ending balance | 95,000 | 95,000 | 95,000 |
Exercisable Option | |||
Beginning balance | 71,250 | 71,250 | |
Ending balance | 71,250 | 71,250 | 71,250 |
Weighted Average Exercise Price | |||
Beginning balance | $ 5 | $ 5 | |
Ending balance | $ 5 | $ 5 | $ 5 |
Average Remaining Contractual Life | |||
Average remaining contractual term | 1 month 13 days | 1 year 1 month 13 days | 2 years 1 month 13 days |
Granted/Acquired | 0 years | 0 years | |
Forfeited | 0 years | 0 years | |
Exercised | 0 years | 0 years |
Equity - Warrants (Details)
Equity - Warrants (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Warrants Outstanding | ||
Balance at the beginning | 86,732 | 86,732 |
Granted/Acquired | 35,863,538 | 0 |
Forfeited | 0 | 0 |
Exercised | 0 | 0 |
Balance at the end | 35,950,270 | 86,732 |
Exercisable Shares | ||
Balance at the beginning | 86,732 | 86,732 |
Granted/Acquired | 35,863,538 | 0 |
Forfeited | 0 | 0 |
Exercised | 0 | 0 |
Balance at the end | 35,950,270 | 86,732 |
Weighted Average Exercise Price | ||
Balance at the beginning (in dollars per share) | $ 4.89 | $ 4.89 |
Granted/Acquired (in dollars per share) | 1.01 | 0 |
Forfeited (in dollars per share) | 0 | 0 |
Exercised (in dollars per share) | 0 | 0 |
Balance at the end (in dollars per share) | $ 1.01 | $ 4.89 |
Average Remaining Contractual Life | ||
Balance at the beginning (in years) | 2 years 10 months 9 days | 3 years 10 months 17 days |
Granted/Acquired (in years) | 2 years 10 months 9 days | |
Balance at the end (in years) | 4 years 9 months 3 days | 2 years 10 months 9 days |
Commitments and contingencies -
Commitments and contingencies - Lease commitments (Details) | 12 Months Ended | |
Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||
Number of Operating Lease Agreements | item | 1 | |
General and administrative expenses | ||
Loss Contingencies [Line Items] | ||
Operating lease expense | $ | $ 123,134 | $ 0 |
Condensed financial informati_3
Condensed financial information of the parent company - Balance sheets (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 17,805 | $ 1,943 |
Prepayments | 20,625 | 130,088 |
Other receivables | 3,715,962 | |
Other receivables - related party | 354,903 | |
Security Deposit | 1,151,851 | |
Total current assets | 5,752,994 | 32,521,714 |
OTHER ASSETS | ||
Cost method investment | 3,000,000 | |
Total other assets | 29,201,930 | 8,354,114 |
Total assets | 34,954,924 | 40,875,828 |
CURRENT LIABILITIES | ||
Convertible debenture, net | 1,300,000 | |
Other payable and accrued expenses | 299,968 | 218,045 |
Total current liabilities | 299,968 | 38,697,292 |
OTHER LIABILITIES | ||
Total liabilities | 299,968 | 42,495,816 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares, $0.01 par value, 300,000,000 shares authorized, 91,857,298 and 40,716,642 shares issued and outstanding as of June 30, 2022 and 2021, respectively | 918,573 | 407,167 |
Additional Paid in Capital | 69,719,807 | 32,175,798 |
Deferred share compensation | (21,140) | |
Statutory reserves | 1,670,367 | |
Accumulated deficit | (35,983,424) | (38,574,620) |
Accumulated other comprehensive loss | 1,120,774 | |
Total Bit Origin Ltd shareholders' equity | 34,654,956 | (3,221,654) |
Total liabilities and shareholders' equity | 34,954,924 | 40,875,828 |
Reportable Legal Entities | Parent Company | ||
CURRENT ASSETS | ||
Cash and cash equivalents | 6,263 | 1,943 |
Prepayments | 20,625 | 130,088 |
Other receivables | 3,715,962 | 0 |
Other receivables - related party | 1,000,000 | 0 |
Security Deposit | 5,353 | 0 |
Intercompany Receivables | 1,343,033 | 19,163,736 |
Total current assets | 6,091,236 | 19,295,767 |
OTHER ASSETS | ||
Cost method investment | 3,000,000 | 0 |
Investment in subsidiaries | 25,869,765 | 0 |
Total other assets | 28,869,765 | 0 |
Total assets | 34,961,001 | 19,295,767 |
CURRENT LIABILITIES | ||
Convertible debenture, net | 0 | 1,300,000 |
Other payable and accrued expenses | 88,131 | 218,045 |
Other payable - related parties | 217,914 | 720,809 |
Total current liabilities | 306,045 | 2,238,854 |
OTHER LIABILITIES | ||
Loss in excess of investment in subsidiaries | 0 | 20,278,567 |
Total liabilities | 306,045 | 22,517,421 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares, $0.01 par value, 300,000,000 shares authorized, 91,857,298 and 40,716,642 shares issued and outstanding as of June 30, 2022 and 2021, respectively | 918,573 | 407,167 |
Additional Paid in Capital | 69,719,807 | 32,175,798 |
Deferred share compensation | 0 | (21,140) |
Statutory reserves | 0 | 1,670,367 |
Accumulated deficit | (35,983,424) | (38,574,620) |
Accumulated other comprehensive loss | 0 | 1,120,774 |
Total Bit Origin Ltd shareholders' equity | 34,654,956 | (3,221,654) |
Total liabilities and shareholders' equity | $ 34,961,001 | $ 19,295,767 |
Condensed financial informati_4
Condensed financial information of the parent company (Details) - $ / shares | Jun. 30, 2022 | Apr. 27, 2022 | Jun. 30, 2021 |
Condensed financial information of the parent company | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 91,857,298 | 40,716,642 | |
Common Stock, Shares, Outstanding | 91,857,298 | 40,716,642 |
Condensed financial informati_5
Condensed financial information of the parent company - Statement of income and comprehensive income (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING EXPENSES: | |||
General and administrative | $ (4,225,149) | $ (1,585,052) | $ (2,512,271) |
Stock compensation expense | (1,622,086) | (1,889,173) | (930,223) |
Total operating expenses | 5,897,698 | 3,474,225 | 3,442,494 |
LOSS FROM OPERATIONS | (6,108,731) | (3,474,225) | (3,442,494) |
OTHER INCOME (EXPENSE) | |||
Interest expense | (54,137) | (156,048) | (123,212) |
Other finance expenses | (3,429) | (134,960) | (359,187) |
Gain on debt settlements | 823,749 | 125,215 | 0 |
Total other (expense) income, net | 766,055 | (165,793) | (482,399) |
NET INCOME (LOSS) ATTRIBUTABLE TO BIT ORIGIN LTD | 3,239,390 | (45,609,519) | (4,876,942) |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 363,880 | 2,031,732 | (559,320) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIT ORIGIN LTD | 3,683,630 | (43,632,527) | (5,424,589) |
Reportable Legal Entities | Parent Company | |||
OPERATING EXPENSES: | |||
General and administrative | (4,080,304) | (1,585,052) | (2,512,271) |
Stock compensation expense | (1,622,086) | (1,889,173) | (930,223) |
Total operating expenses | 5,702,390 | 3,474,225 | 3,442,494 |
LOSS FROM OPERATIONS | (5,702,390) | (3,474,225) | (3,442,494) |
OTHER INCOME (EXPENSE) | |||
Interest expense | (54,137) | (156,048) | (123,212) |
Other finance expenses | (3,421) | (134,960) | (359,187) |
Gain on debt settlements | 823,749 | 125,215 | 0 |
Equity loss of subsidiaries | (25,934,865) | (41,969,501) | (952,049) |
Gain on sale of subsidiaries | 34,110,454 | 0 | 0 |
Total other (expense) income, net | 8,941,780 | (42,135,294) | (1,434,448) |
NET INCOME (LOSS) ATTRIBUTABLE TO BIT ORIGIN LTD | 3,239,390 | (45,609,519) | (4,876,942) |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 444,240 | 1,976,992 | (547,647) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIT ORIGIN LTD | $ 3,683,630 | $ (43,632,527) | $ (5,424,589) |
Condensed financial informati_6
Condensed financial information of the parent company - Statement of cash flows (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (2,165,491) | $ (47,082,967) | $ (4,399,533) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock compensation expense | 1,622,086 | 1,889,173 | 930,223 |
Late payment penalty expense | 500,000 | ||
Amortization of convertible debenture issuance cost and discount | 131,688 | 357,853 | |
Gain on debt settlement | (823,749) | (125,215) | 0 |
Net gain on sale of discontinued operations, net of applicable income taxes | 34,110,454 | ||
Change in operating assets and liabilities | |||
Prepayments | (18,066,337) | (111,682) | (18,406) |
Security deposit | (1,151,851) | ||
Net cash used in operating activities | (14,289,474) | (10,543,830) | (5,912,019) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cost method investment | (3,000,000) | ||
Net cash used in operating activities | (11,306,070) | 159,062 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of ordinary shares through private placements | 8,992,165 | ||
Proceeds from issuance of ordinary shares through public offerings | 35,044,524 | ||
Proceeds from convertible debentures, net of issuance costs | 1,300,000 | 5,480,000 | |
Net cash provided by financing activities | 25,991,010 | 8,654,167 | 4,077,008 |
CHANGES IN CASH AND CASH EQUIVALENTS | 387,979 | (1,429,829) | (1,680,245) |
CASH AND CASH EQUIVALENTS, beginning of year | 1,943 | 163,640 | |
CASH AND CASH EQUIVALENTS, end of year | 17,805 | 1,943 | 163,640 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | |||
Conversion of convertible debenture into ordinary shares | 1,300,000 | 5,066,288 | 857,165 |
Other receivable - related party from disposal of subsidiary | 1,000,000 | ||
Reportable Legal Entities | Parent Company | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | 3,239,390 | (45,609,519) | (4,876,942) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Equity loss of subsidiaries | 25,934,865 | 41,969,501 | 952,049 |
Stock compensation expense | 1,622,086 | 1,889,173 | 930,223 |
Late payment penalty expense | 0 | 0 | 500,000 |
Amortization of convertible debenture issuance cost and discount | 0 | 131,688 | 357,853 |
Gain on debt settlement | (823,749) | (125,215) | 0 |
Net gain on sale of discontinued operations, net of applicable income taxes | (34,110,454) | 0 | 0 |
Change in operating assets and liabilities | |||
Other receivables | (686,750) | 28,940 | (28,940) |
Prepayments | 109,463 | (111,682) | (18,406) |
Security deposit | (5,353) | 0 | 0 |
Accrued expenses | 82,971 | 276,210 | 269,521 |
Intercompany | (27,620,586) | (9,200,351) | (3,567,750) |
Net cash used in operating activities | (32,258,117) | (10,751,255) | (5,482,392) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cost method investment | (3,000,000) | 0 | 0 |
Net cash used in operating activities | (3,000,000) | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from other payables - related parties, net | 217,913 | 297,393 | 166,032 |
Proceeds from issuance of ordinary shares through private placements | 0 | 8,992,165 | 0 |
Proceeds from issuance of ordinary shares through public offerings | 35,044,524 | 0 | 0 |
Proceeds from convertible debentures, net of issuance costs | 0 | 1,300,000 | 5,480,000 |
Net cash provided by financing activities | 35,262,437 | 10,589,558 | 5,646,032 |
CHANGES IN CASH AND CASH EQUIVALENTS | 4,320 | (161,697) | 163,640 |
CASH AND CASH EQUIVALENTS, beginning of year | 1,943 | 163,640 | 0 |
CASH AND CASH EQUIVALENTS, end of year | 6,263 | 1,943 | 163,640 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | |||
Issuance of ordinary shares for acquisition | 0 | 0 | 2,658,909 |
Conversion of debts into ordinary shares | 0 | 741,785 | 0 |
Conversion of convertible debenture into ordinary shares | 1,300,000 | 5,066,288 | 857,165 |
Other receivable - related party from disposal of subsidiary | $ 1,000,000 | $ 0 | $ 0 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) | 12 Months Ended | |||
Dec. 12, 2022 | Aug. 15, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||
Aggregate value | $ 35,044,524 | $ 8,992,165 | ||
Subsequent events. | ||||
Subsequent Event [Line Items] | ||||
Minimum bid price | $ 1 | |||
Number of consecutive business days | 30 days | |||
Number of calendar days to regain compliance | 180 days | |||
Minimum consecutive business days to maintain closing bid price | 10 days | |||
Aggregate value | $ 3,110,000 | |||
Number of shares issued during the period | 8,685,574 | |||
Share purchase price | $ 0.36 |