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What changed in Singularity Future Technology Ltd.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Singularity Future Technology Ltd.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+175 added−251 removedSource: 10-K (2024-10-15) vs 10-K (2023-09-29)

Top changes in Singularity Future Technology Ltd.'s 2024 10-K

175 paragraphs added · 251 removed · 104 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

45 edited+34 added−110 removed85 unchanged
Biggest changeOur Strategy Our strategy is to: ● Provide better solutions for issues and challenges faced by the entire shipping and freight logistics chain to better serve our customers and explore additional growth avenues. ● Diversify our current service offerings organically or through acquisitions and/or strategic alliance; continue to grow our business in the U.S. market; ● Continue to streamline our business practice, optimize our cost structure and improve our operating efficiency through effective planning, budgeting, execution and cost control and strengthening our IT infrastructure; ● Continue to reduce our dependency on our legacy business and few key customers; and ● Continue to monetize our relationships with our strategic partners and leverage their support and our innovation to expand our business.
Biggest changeOur Strategy Our strategy is to: ● Provide better solutions for issues and challenges faced by the entire shipping and freight logistics chain to better serve our customers and explore additional growth avenues. ● Diversify our current service offerings organically or through acquisitions and/or strategic alliance; continue to grow our business in the U.S. market; ● Continue to streamline our business practice, optimize our cost structure and improve our operating efficiency through effective planning, budgeting, execution and cost control and strengthening our IT infrastructure; ● Continue to reduce our dependency on our legacy business and few key customers; ● Continue to monetize our relationships with our strategic partners and leverage their support and our innovation to expand our business; Continue to explore cutting-edge technologies in new energy, such as the development of high-efficiency solar panel materials and innovative waste recycling processes, and actively acquire small new energy companies with potential to rapidly expand our business footprint; Use vivid cases and data to showcase the company’s outstanding achievements in the field of new energy and attract public attention, and organize new energy science activities to enhance brand reputation and social responsibility; and Develop customized sales plans for different customer groups and cooperate with financial institutions to launch new energy project financing services to reduce customer costs and promote sales growth. 11 Our Goals and Strategic Plan By leveraging our extensive business relationships, technical ability and in-depth knowledge of the shipping industry, our goal is to further strengthen our position as a leading global logistics solution provider who offers innovative resolutions to better address complex issues in different aspects in the entire shipping and freight logistics chain.
(“Brilliant Warehouse”) ● ● ● A Texas Corporation Incorporated on April 19,2021 Primarily engaged in warehouse house related services 51% owned by SGS NY Phi Electric Motor In.
(“Brilliant Warehouse”) ● A Texas corporation 51% owned by SGS NY ● Incorporated on April 19, 2021 ● Primarily engaged in warehouse house related services Phi Electric Motor In.
Our ability to raise capital through the capital market or use our common stock as “currency” to facility potential merger and acquisition transactions can also help us carry out or accelerate our growth strategies. 16 Our Opportunities For more than thirty years, the shipping and freight logistics industry has been operated under traditional business models without meaningful change.
Our ability to raise capital through the capital market or use our common stock as “currency” to facility potential merger and acquisition transactions can also help us carry out or accelerate our growth strategies. Our Opportunities For more than thirty years, the shipping and freight logistics industry has been operated under traditional business models without meaningful change.
As a publicly traded company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term vision. 17 Our Competition The market segment that we now operate in, which is freight logistics services including warehouse services, does not have high entry barriers.
As a publicly traded company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term vision. Our Competition The market segment that we now operate in, which is freight logistics services including warehouse services, does not have high entry barriers.
We believe that our years of successful track record of applying integrated solutions to complex issues in the global shipping logistics business gives us a competitive advantage in attracting large clients and helps us maintain strong long terms business relationship with them. ● Strong leadership and a competent professional team .
We believe that our years of successful track record of applying integrated solutions to complex issues in the global shipping logistics business gives us a competitive advantage in attracting large clients and helps us maintain strong long terms business relationship with them. ● A competent professional team .
Our good reputation and industry recognition enables us to maintain strong relationships with our business partners and have an extensive network of contacts throughout the industry, which helps us gain necessary support to execute our business plans. ● Lean organization and a flexible business model.
Our good reputation and industry recognition enables us to maintain strong relationships with our business partners and have an extensive network of contacts throughout the industry, which helps us gain necessary support to execute our business plans. 12 ● Lean organization and a flexible business model.
Please see “Risk Factors” beginning on page 19 of this annual report for additional information. 5 Holding Foreign Company Accountable Act Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the PCAOB is unable to adequately inspect audit documentation located in China, or investigate our auditor.
Please see “Risk Factors” beginning on page 15 of this annual report for additional information. 5 Holding Foreign Company Accountable Act Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the PCAOB is unable to adequately inspect audit documentation located in China, or investigate our auditor.
The diagram below shows our corporate structure as of the date of this report. * Unless otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned. 1 As of June 30, 2023, the Company’s subsidiaries were as follows: Name Background Ownership Sino-Global Shipping New York Inc.
The diagram below shows our corporate structure as of the date of this report. * Unless otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned. 1 As of June 30, 2024, the Company’s subsidiaries were as follows: Name Background Ownership Sino-Global Shipping New York Inc.
Our Challenges We face significant challenges when executing our strategy, including: ● Given the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current business activities to support our daily operations during the transition; ● We may not be able to establish a separate department to solve critical issues in today’s shipping logistics industry; ● We may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our standard operating and control procedures which may pose more challenges to our management. ● We may not have or not be able to get the necessary funds to continue to expand our service and market our services successfully; ● Our ability to respond to increasing competitive pressure on our growth and margins; ● Our ability to gain further expertise and to serve new customers in new service areas; ● From time to time, we may have difficulty carrying out services effectively and in a profitable way due to the cyclical nature of the shipping industry, which could lead to a prolonged period of sluggish demand for our services; ● Our ability to respond promptly to a changing regulatory environment, macroeconomic conditions, industry trends, and competitive landscape; and ● Developing a winning business model takes time and a new business model may not be recognized by the market immediately.
This brings both environmental challenges and huge market opportunities. 13 Our Challenges We face significant challenges when executing our strategy, including: ● Given the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current business activities to support our daily operations during the transition; ● We may not be able to establish a separate department to solve critical issues in today’s shipping logistics industry; ● We may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our standard operating and control procedures which may pose more challenges to our management. ● We may not have or not be able to get the necessary funds to continue to expand our service and market our services successfully; ● Our ability to respond to increasing competitive pressure on our growth and margins; ● Our ability to gain further expertise and to serve new customers in new service areas; ● From time to time, we may have difficulty carrying out services effectively and in a profitable way due to the cyclical nature of the shipping industry, which could lead to a prolonged period of sluggish demand for our services; ● Our ability to respond promptly to a changing regulatory environment, macroeconomic conditions, industry trends, and competitive landscape; and ● Developing a winning business model takes time and a new business model may not be recognized by the market immediately.
Because a significant part of our operations are located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the U.S, or Chinese or U.S regulations may materially and adversely affect our business, financial condition and results of operations.
Because some of our operations are located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the U.S, or Chinese or U.S regulations may materially and adversely affect our business, financial condition and results of operations.
(“SGS NY”) ● ● ● A New York Corporation Incorporated on May 03, 2013 Primarily engaged in freight logistics services 100% owned by the Company Sino-Global Shipping HK Ltd. (“SGS HK”) ● ● ● A Hong Kong Corporation Incorporated on September 22, 2008 No material operations 100% owned by the Company Thor Miner Inc.
(“SGS NY”) ● A New York corporation 100% owned by the Company ● Incorporated on May 03, 2013 ● Primarily engaged in freight logistics services Sino-Global Shipping HK Ltd. (“SGS HK”) ● A Hong Kong corporation 100% owned by the Company ● Incorporated on September 22, 2008 ● No material operations Trans Pacific Shipping Ltd.
On December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the Company between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the United States District Court for the Eastern District of New York, alleging violations of federal securities laws related to alleged false or misleading disclosures made by the Company in its public filings.
Haotian Song’s resignation. 7 Litigation On December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the Company between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the United States District Court for the Eastern District of New York (“EDNY”), alleging violations of federal securities laws related to alleged false or misleading disclosures made by the Company in its public filings (the “SGLY Securities Class Action”).
The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (CASA), the authoritative industry association in China. We are the only non-state-owned enterprise represented on the CASA board guiding the development of the industry.
Doing business in China often requires a strong business network and support of key strategic partners. The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (CASA), the authoritative industry association in China. We are the only non-state-owned enterprise represented on the CASA board guiding the development of the industry.
On March 16, 2023, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with the Nasdaq Listing Rule 5250(c)(1), which requires the Company to timely file all required periodic financial reports with the SEC, and that the matter is now closed. 11 On July 7, 2023, the Company received an Notice of Noncompliance Letter (the “Letter”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).
Nasdaq Listing Deficiencies On July 7, 2023, the Company received an Notice of Noncompliance Letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).
Intellectual Property As of the date of this Report, we do not have any registered patents, copyrights, or trademarks other than two pending trademark applications for “Thor” and “Thor Miner.” We have seven registered domain names, including our corporate website https://www.singularity.us/. 18
Intellectual Property As of the date of this Report, we do not have any registered patents, copyrights, or trademarks. We have seven registered domain names, including our corporate website https://www.singularity.us/.
(“Phi”) ● ● ● A New York Corporation Incorporated on August 30, 2021 No operations 51% owned by SGS NY SG Shipping &Risk Solution Inc(“SGSR”) ● ● ● A New York Corporation Incorporated on September 29, 2021 No material operations 100% owned by the Company SG Link LLC (“SG Link”) ● ● ● A New York Corporation Incorporated on December 23, 2021 No operations 100% owned by SG Shipping & Risk Solution Inc on January 25, 2022 2 Our equity structure is a direct holding structure.
(“Phi”) ● ● ● A New York Corporation Incorporated on August 30, 2021 No operations 51% owned by SGS NY SG Shipping & Risk Solution Inc, (“SGSR”) ● A New York corporation 100% owned by the Company ● Incorporated on September 29, 2021 ● No material operations SG Link LLC (“SG Link”) ● A New York corporation 100% owned by SG Shipping & Risk Solution Inc ● Incorporated on December 23, 2021 ● No material operations New Energy Tech Limited (“New Energy”) ● A New York corporation 100% owned by the Company ● Incorporated on September 19, 2023 ● No material operations Singularity (Shenzhen) Technology Ltd. ● A Mainland China corporation 100% owned by the Company (“SGS Shenzhen”) ● Incorporated on September 4, 2023 ● No material operations 2 Our equity structure is a direct holding structure.
Customs and Department of Homeland Security, on behalf of importers who ship goods into the U.S. and also provided inland transportation services to these importers in the U.S.
Later, we expanded our business to include freight logistics services to provide import security filing services with the U.S. Customs and Department of Homeland Security, on behalf of importers who ship goods into the U.S. and also provided inland transportation services to these importers in the U.S.
We are currently engaged in providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans Pacific Shipping Limited and Ningbo Saimeinuo Web Technology Ltd. in China and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc in the United States.
We are currently engaged in providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans Pacific Shipping Limited in China and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc in the United States. Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery.
Our Suppliers Our operations consist of working directly with our customers to understand in detail their needs and expectations and then managing local suppliers to ensure that our customers’ needs are met. For the year ended June 30, 2023, two suppliers accounted for approximately 19.6% and 19.5% of our total purchases, respectively.
For the years ended June 30, 2024 and 2023, SOSNY accounted for nil and 16.1% of the Company’s gross revenue. Our Suppliers Our operations consist of working directly with our customers to understand in detail their needs and expectations and then managing local suppliers to ensure that our customers’ needs are met.
On July 10, 2023, Company terminated the employment of its Chief Operating Officer, Jing Shan, with cause. The termination was effective immediately. On July 31, 2023, the Company elected Mr.
Tieliang Liu resigned as a director the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee. On July 10, 2023, Company terminated the employment of its Chief Operating Officer, Jing Shan, with cause. The termination was effective immediately. On July 31, 2023, the Company elected Mr.
Primarily engaged in freight logistics services 100% owned the Company Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”) ● ● ● A PRC limited liability company Incorporated on May 31, 2009 Primarily engaged in freight logistics services 90% owned by Trans Pacific Beijing Ningbo Saimeinuo Web Technology Ltd.
(“Trans Pacific Beijing”) ● A PRC limited liability company 100% owned by the Company ● Incorporated on November 13, 2007. ● Primarily engaged in freight logistics services Trans Pacific Logistic Shanghai Ltd.
In the fiscal year ended June 30, 2017, we also expanded into container trucking services as new business sectors to provide related transportation logistics services to customers in the U.S. and in China.
We also expanded into container trucking services as new business sectors to provide related transportation logistics services to customers in the U.S. and in China. We shift our focus back to the shipping agency business around 2019.
Additionally, companies that can adapt to changing customer demands and market trends, such as the shift towards e-commerce, are likely to be more successful in the long term. We aim at providing tailored and valued-added services for our international clients with needs for U.S. domestic logistics services.
Additionally, companies that can adapt to changing customer demands and market trends, such as the shift towards e-commerce, are likely to be more successful in the long term.
Haotian Song as a Class II director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr. Cao, and (iii) Ms.
On October 6, 2023, the Company elected Ms. Yangyang Xu as a Class III independent director to serve until the annual meeting of stockholders for the fiscal year 2024, to fill the vacancy resulting from the resignation of Ms. Ling Jiang. The Board appointed Ms.
(“Blumargo”) ● ● ● A New York Corporation Incorporated on December 14, 2020 No material operations 100% owned by SGS NY Gorgeous Trading Ltd (“Gorgeous Trading”) ● ● ● A Texas Corporation Incorporated on July 01, 2021 Primarily engaged in warehouse related services 100% owned by SGS NY Brilliant Warehouse Service Inc.
(“Trans Pacific Shanghai”) ● A PRC limited liability company 90% owned by Trans Pacific Beijing ● Incorporated on May 31, 2009 ● Primarily engaged in freight logistics services ● No material operations Gorgeous Trading Ltd (“Gorgeous Trading”) ● A Texas corporation 100% owned by SGS NY ● Incorporated on July 01, 2021 ● Primarily engaged in warehouse related services Brilliant Warehouse Service Inc.
The Company complied with the Nasdaq requirement that the Plan be submitted no later than August 21, 2023. On July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mr.
On October 19, 2023, the Company received a formal notification from the Nasdaq confirming that the Company had regained compliance with Listing Rule 5620(a), and that the matter is now closed. 9 On July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mr.
In general, we provided two types of shipping agency services: loading/discharging services and protective agency services, in which we acted as a general agent to provide value added solutions to our customers. For loading/discharging agency services, we received the total payment from our customers in U.S. dollars and paid the port charges on behalf of our customers in RMB.
For loading/discharging agency services, we received the total payment from our customers in U.S. dollars and paid the port charges on behalf of our customers in RMB. For protective agency services, we charged a fixed amount as agent fee while customers were responsible for the payment of port costs and expenses.
We believe that our relationship with our employees is good. We have never had a work stoppage, and our employees are not subject to a collective bargaining agreement.
Of the total full-time employees, 6 are in management, 6 are in operations, 4 are in finance and accounting related and 1 are in administration and technical support. We believe that our relationship with our employees is good. We have never had a work stoppage, and our employees are not subject to a collective bargaining agreement.
On May 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee of the Board (the “Special Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain of its management personnel raised in the Hindenburg Report and other related matters.
This new solar panel business complements our existing businesses and will expand the company’s sustainable development. 6 Special Committee Investigation As previously disclosed, on May 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee (the “Special Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain of its management personnel raised in a report, published by Hindenburg Research on May 4, 2022 (the “Hindenburg Report”).
For the years ended June 30, 2023 and 2022, Chongqing Iron & Steel Ltd. accounted for 52.7% and 45.6% of the Company’s revenues, respectively. For the years ended June 30, 2023 and 2022, SOSNY accounted for 16.1% and 27.9% of the Company’s gross revenue.
Our Customers Our main customers for the fiscal years ended June 30, 2024 and 2023 are Chongqing Iron & Steel Ltd . and SOSNY . For the years ended June 30, 2024 and 2023, Chongqing Iron & Steel Ltd. accounted for 77.2% and 52.7% of the Company’s revenues, respectively.
On July 3, 2023, the Company entered into a Settlement and Release Agreement with Mr. Jie which fully resolved his claims against the Company. Executive Changes On June 16, 2022, Ms.
On February 23, 2023, the Board approved the dissolution of the Special Committee upon conclusion of the committee’s investigation. On July 3, 2023, the Company entered into settlement and release agreement with Mr. Yang Jie, the Company’s former CEO, which fully resolved his claims against the Company. Executive Changes On July 3, 2023, Mr.
We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related aspects throughout the entire shipping and freight logistic chain.
Our Strengths We believe that the following strengths differentiate us from our competitors: ● Proven industry experience and problem-solving reputation . We are a non-asset based global shipping and freight logistics solution provider. We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related aspects throughout the entire shipping and freight logistic chain.
Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States.
Investors in our common stock should be aware that they may never directly hold equity interests in the PRC operating entities, but rather equity interests solely in Singularity, our Virginia holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States.
With these professionals and experienced staff, we believe that we provide the best services to our customers at competitive prices. ● Extensive network and positive industry recognition. Doing business in China often requires a strong business network and support of key strategic partners.
Most of our employees have marine business experience, and many of our managers/chief operators served in other large Chinese shipping companies prior to joining us. With these professionals and experienced staff, we believe that we provide the best services to our customers at competitive prices. ● Extensive network and positive industry recognition.
Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery. As a holding company with no material operations, conduct substantially all of our operations through subsidiaries established in the United States, the People’s Republic of China, or the PRC or China and Hong Kong.
As a holding company with no material operations, conduct substantially all of our operations through subsidiaries established in the United States, the People’s Republic of China (the “PRC” or “China”) and Hong Kong. However, neither the holding company nor any of the Company’s Chinese subsidiaries conduct any operations through contractual arrangements with a variable interest entity based in China.
In addition to the above litigations, the Company is also subject to additional contractual litigations as to which it is unable to estimate the outcome. Government Investigations Following a publication of the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New York and the United States Securities and Exchange Commission.
A hearing on plaintiff’s motion to compel discovery was scheduled on August 26, 2024. The Company intends to defend its position. 8 Government Investigations Following the publication of the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New York and the United States Securities and Exchange Commission (the “SEC”).
The plaintiff seeks unspecified damages, plus interest, costs, fees, and attorneys’ fees. On February 7, 2023, two additional plaintiffs moved to be appointed as the lead class plaintiff in this action; those motions remain under the Court’s consideration. As this action is still in the early stage, the Company cannot predict the outcome.
The plaintiff seeks damages, plus interest, costs, fees, and attorneys’ fees. The Company filed a motion to dismiss on November 20, 2023, which is fully-briefed and awaiting the Court’s determination. As this action is still in the early stage, the Company cannot predict the outcome. On July 13, 2023, SG Shipping & Risk Solution Inc.
The Company intends to regain compliance with Nasdaq’s bid price requirement prior to the end of the second bid price extension. Corporate History and Our Business Segments From inception in 2001 to our fiscal year ended June 30, 2013, our sole business was providing shipping agency services.
Corporate History and Our Business Segments From inception in 2001 to our fiscal year ended June 30, 2013, our sole business was providing shipping agency services. In general, we provided two types of shipping agency services: loading/discharging services and protective agency services, in which we acted as a general agent to provide value added solutions to our customers.
Phi Electric Motor, Inc.has had no operations as of the date of this report. On September 29, 2021, the Company formed a 100% owned subsidiary, SG Shipping & Risk Solution Inc., in New York. On December 23, 2021, SG Shipping & Risk Solution Inc. formed a wholly-owned subsidiary, SG Link LLC, in New York.
The following subsidiaries or joint ventures have no operations as of the date of this report: LSM Trading Ltd., Singularity (Shenzhen) Technology Ltd., Phi Electric Motor, Inc. in New York, SG Shipping & Risk Solution Inc., in New York and SG Link LLC in New York.
On May 2, 2023, the Board elected Mr. Ziyuan Liu as the new chairman of the Board. On July 3, 2023, Mr. Tieliang Liu resigned as a director the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee.
Xu to serve as Chairwoman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee. On July 31, 2024, Mr. Haotian Song resigned from his position as a vice president of the Company and as a director of the Board. On August 6, 2024, the Company appointed Ms.
Thor Miner was given exclusive rights covering design production, intellectual property, branding, marketing and sales. On October 11, 2021, On December 31, 2021, the Company entered into a series of agreements to terminate its variable interest entity (“VIE”) structure and deconsolidated its formerly controlled entity Sino-Global Shipping Agency Ltd. (“Sino-China”).
On December 31, 2021, the Company terminated its variable interest entity (“VIE”) structure and deconsolidated its formerly controlled entity Sino-Global Shipping Agency Ltd. (“Sino-China”). The Company controlled Sino-China through its wholly owned subsidiary Trans Pacific Shipping Limited.
Many shipping agencies were constrained by the small size and the limited services. We have the professionalism and are the pioneers and leaders in the shipping agency industry in China. SINO is a NASDAQ-listed company that already has more flexibility in capital raise comparing to companies that are not on a U.S. major stock exchange or private companies.
Many shipping agencies were constrained by the small size and the limited services. We have the professionalism and are the pioneers and leaders in the shipping agency industry in China. We maintain strong relationships with customers and market resources.
We already have a network that covers the US East coast, West coast, Canada, Australia, Hong Kong, Beijing, and Ningbo. We maintain strong relationships with customers and market resources. The current shipping agency market is more competitive yet enable companies like us who has better resources in this market niche to expand.
The current shipping agency market is more competitive yet enable companies like us who has better resources in this market niche to expand. In terms of the new Solar Panel Business, the United States has a developed steel industry and has a certain demand for scrap steel.
On April 21, 2021, the Company set up a joint venture in Texas, U.S. under the name of “Brilliant Warehouse Service Inc.” to support its freight logistics services in the U.S., pursuant to a cooperation agreement with Mr. Bangpin Yu. SG Shipping NY has a 51% equity interest in the joint venture.
In 2021, the Company set up a joint venture in Texas, Brilliant Warehouse Service Inc., to support its freight logistics services in the U.S., and a new subsidiary, Gorgeous Trading Ltd., which mainly engages in smart warehouse and related business in Texas.
Employees As of the date of this Report, we have 28 full-time employees, 12 of whom are based in China and 16 are based in the United States. Of the total full-time employees, 9 are in management, 10 are in operations, 6 are in finance and accounting related and 3 are in administration and technical support.
We aim at providing tailored and valued-added services for our international clients with needs for U.S. domestic logistics services. 14 Employees As of the date of this Report, we have 15 full-time employees, 10 of whom are based in China and 5 are based in the United States.
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However, neither the holding company nor any of the Company’s Chinese subsidiaries conduct any operations through contractual arrangements with a variable interest entity based in China. Investors in our common stock should be aware that they may never directly hold equity interests in the PRC operating entities, but rather equity interests solely in Singularity, our Virginia holding company.
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The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment .” Recent Developments We are currently exploring new business opportunities while continuing to provide freight logistics services. On September 19, 2023, the Company formed a 100% owned subsidiary, New Energy Tech Limited, .
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(“Thor Miner”) ● ● ● A Delaware Corporation Incorporated on October 13, 2021 Primarily engaged in sales of crypto mining machines 51% owned by the Company Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) ● ● ● A PRC limited liability company Incorporated on November 13, 2007.
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(“New Energy”) in New York for to engage in the commodity trading business . In August 2024, New Energy entered into a joint venture development agreement with Market One Services Corp., a Wyoming corporation, to establish a joint venture to carry out the commodity trading business.
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(“SGS Ningbo”) ● ● ● A PRC limited liability company Incorporated on September 11,2017 Primarily engaged in freight logistics services 100% owned by SGS NY Blumargo IT Solution Ltd.
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The parties also plan to expand into the sale of solar panels The Company decided to develop the solar panel business based on its insight into the broad prospects of new energy. In the decision-making process, the needs of environmental protection and market potential were fully considered.
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The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment .” Recent Developments Since the publication of the Hindenburg Report (as defined below), we have devoted substantial resources and efforts in connection with the investigations by a special committee of our Board of Directors and by U.S. governmental authorities and with respect to the defense of lawsuits and the settlement of lawsuits and claims, which are fully described below.
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Jia Yang as a vice president of the Company and as a director of the Board to fill the vacancy resulting from Mr.
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As a result, our business operations have been materially and adversely impacted, including suspension of our business development in North America.
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(“SG Shipping”), an indirect wholly owned subsidiary of the Company, filed a complaint against Jing Shan, its former chief operating officer, accusing her of the unauthorized wire transfer of $3 million to Goalowen (the “Conversion Lawsuit”).
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We are currently exploring new business opportunities while continuing to provide freight logistics services, which include shipping and warehouse services. 6 Special Committee Investigation On May 5, 2022, an entity named Hindenburg Research issued a report (the “Hindenburg Report”) regarding the Company alleging, among other things, that the Company’s then Chief Executive Officer, Yang Jie, was a fugitive on the run from Chinese authorities for running an alleged $300 million Ponzi scheme that lured in over 20,000 victims.
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On March 23, 2023, Jing Shan allegedly signed, without Board’s due authorization, an operating income right transfer contract with Goalowen Inc., pursuant to which Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $3 million. Ms.
Removed
The report also raised questions regarding the Company’s joint venture to produce crypto mining equipment announced in October 2021, as well as a $200 million order purportedly received by the joint venture in January 2022. Further, the report was critical of the Company’s April 2022 announcement of a $250 million partnership with an entity named Golden Mainland Inc.
Added
Shan alleged made the unauthorized wire transfer of $3 million to Goalowen on May 5, 2023. This lawsuit is filed with the EDNY. Ms. Shan moved to dismiss the case on March 19, 2024 and the decision is currently pending with the court. Fact discovery is currently underway. The Company remains committed to pursuing its claims and seeks damages.
Removed
The Special Committee then retained Blank Rome LLP to serve as independent legal counsel and advise the Committee on the investigation. The Special Committee completed the fact-finding portion of its investigation prior to December 31, 2022.
Added
On August 23, 2023, Jing Shan commenced a lawsuit against the Company in the Richmond City Circuit Court of Virginia for unpaid salaries and indemnification of her litigation costs defending herself in the SGLY Securities Class Action and the Conversion Lawsuit.
Removed
The Special Committee’s preliminary findings corroborated certain of the allegations made in the Hindenburg Report and the investigation resulted in the termination and resignation of certain executive officers and directors of the Company, including but not limited to, the following: On August 9, 2022, Mr.
Added
The court entered an order on May 3, 2024, granted Jing Shan’s request for payment of withheld wages through the time of her termination, plus liquidated damages, and litigation costs in prosecuting the withheld wages. The court denied Jing Shan’s motion for expenses incurred in other ligation, deferring those issues to resolution by trial.
Removed
Yang Jie tendered his resignation from his positions as Chief Executive Officer and director of the Company to the Board, following the Board’s decision on August 8, 2022, which adopted the Special Committee’s recommendation that Mr. Jie be suspended immediately, pending the Special Committee’s further investigation into allegations raised in the Hindenburg Report and other related matters.
Added
The Company has paid the past due wages and statutory liquidated damages. Jing Shan filed a motion for rule to show cause on July 29, 2024, demanding payment of attorney’s fees of $36,523.21, plus sanctions by the court for the Company’s failure to comply with the court’s order of payment.
Removed
On August 16, 2022, attorneys from Blank Rome LLP, counsel for the Special Committee, held a conference call with staff members of the Securities and Exchange Commission (the“SEC”), during which counsel represented that Yang Jie had provided documentation to the SEC that indicated that the charges against him in China had been dropped, but the Special Committee’s investigation raised questions regarding the authenticity of such documents.
Added
On October 23, 2023, the Company filed a complaint against its former CFO, Tuo Pan, accusing her of conversion due to her alleged involvement in two unauthorized transfers from the Company, amounting to $219,000 and $7,920, respectively. The Company decided not to pursue this matter any further and withdrew the complaint.
Removed
The Special Committee concluded at that time that Mr. Jie was in fact issued a “Red Notice” in China. In terms of remediating this issue, after being suspended by the Special Committee on August 8, 2022, Mr. Yang Jie resigned from his positions as Chief Executive Officer and as a director of the Company on August 9, 2022.
Added
On January 18, 2024, John Levy, a former board member of the Company, filed a claim in the EDNY for reimbursement and advancement of reasonable legal fees, costs, and expenses incurred in connection with defending the action Crivellaro v. Singularity Future Technology Ltd. , 22-cv-7499-BMC, in which John Levy was named as an individual defendant.
Removed
In December 2022, the Company entered into cancellation agreement and a letter confirming the rescission of the grant of the shares with each of Yang Jie and Ms. Jing Shan, our former Chief Operating Officer, pursuant to which Mr. Jie and Ms.
Added
On a letter dated August 6, 2024, John Levy notified the court that it would move for default judgement. The Company does not intend to defend its position. In February 2024, Zhikang Huang, a former employee of the Company filed a lawsuit against the Company in the Richmond City Circuit Court of Virginia.
Removed
Shan agreed to return 300,000 shares and 100,000 shares of our Common Stock, respectively, to the Company for cancellation at no cost. Such shares were previously issued to each of them for their services as officers of the Company. The shares were cancelled as of March 31, 2023.
Added
In the complaint, Zhikang Huang alleges claims that the Company failed to compensate him for the severance payment of $300,000 contemplated in Section 6.3 of the Employee Agreement, his two months’ salary of $25,000 for the months of November and December 2023 and the incentive-based bonus to which he is entitled pursuant to paragraph 4.2 of the Employee Agreement.
Removed
On February 10, 2023, in response to two, now-settled, lawsuits filed by private investors, Mr. Jie filed a motion to dismiss the private investors’ suits and provided a copy of a formal legal opinion issued by the Zhonglun W&D Law Firm, PRC. The Zhonglun W&D legal opinion concluded that Mr.
Added
The Company cooperated with these governmental authorities regarding these matters. The Company is not able to estimate the outcome or duration of the government investigations. As of the date of this report, the Company has not received any updates.
Removed
Jie was not charged with a crime in China, the investigation and underlying case had indeed been closed, and Mr. Jie was not formally treated as a criminal suspect in the PRC.
Added
On February 28, 2023 , the audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party loan receivable.
Removed
In order to provide more clarity to the issues raised, the Company engaged Hebei Mei Dong Law Firm, of Shijiazhuang City, PRC to further investigate the authenticity of the documentation provided by Mr. Jie to the SEC and whether a “Red Notice” had been issued.
Added
The audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021 Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021.
Removed
On June 12, 2023, the Hebei Mei Dong Law Firm issued a report to the Company with respect to these issues. In their report, the Company’s Chinese counsel concluded after conferring with local officials, that the investigation of Mr. Jie conducted by the Baohe District Police Bureau of Hefei City, PRC was completed, that Mr.

… 109 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

12 edited+14 added−15 removed45 unchanged
Biggest changeAdditionally, given the high concentration of our customer base, a default by or a significant reduction in future transactions with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects. 20 We depend on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely impact our business.
Biggest changeAdditionally, given the high concentration of our customer base, a default by or a significant reduction in future transactions with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects.
The scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted with certainty, and may result in: ● substantial payments to satisfy judgments, fines, or penalties; ● substantial outside counsel, advisor, and consultant fees and costs; ● substantial administrative costs, including arbitration fees; ● loss of productivity and high demands on employee time; ● criminal sanctions or consent decrees; ● termination of certain employees, including members of our executive team; ● barring of certain employees from participating in our business in whole or in part; ● orders that restrict our business or prevent us from offering certain products or services; ● changes to our business model and practices ● delays to planned transactions, service launches or improvements; and ● damage to our brand and reputation. 19 We are, and may continue to be, subject to securities litigation, which is expensive and could divert management attention, cause harm to our reputation and result in significant damages for which we could be responsible.
The scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted with certainty, and may result in: ● substantial payments to satisfy judgments, fines, or penalties; ● substantial outside counsel, advisor, and consultant fees and costs; ● substantial administrative costs, including arbitration fees; ● loss of productivity and high demands on employee time; ● criminal sanctions or consent decrees; ● termination of certain employees, including members of our executive team; ● barring of certain employees from participating in our business in whole or in part; ● orders that restrict our business or prevent us from offering certain products or services; ● changes to our business model and practices ● delays to planned transactions, service launches or improvements; and ● damage to our brand and reputation. 15 We are, and may continue to be, subject to securities litigation, which is expensive and could divert management attention, cause harm to our reputation and result in significant damages for which we could be responsible.
This should be done by CFO and reviewed by CEO upon their communications with the Board; ● Strengthening our corporate governance; ● Setting up policies and procedures for the Company’s related party identification to properly identify, record and disclose related party transactions; and ● Setting up proper procedures for the Company’s fund disbursement process to ensure that cash is disbursed only upon proper authorization, for valid business purposes, and that all disbursements are properly recorded. 22 We cannot provide assurance that these or other measures will fully remediate our material weaknesses in a timely manner.
This should be done by CFO and reviewed by CEO upon their communications with the Board; ● Strengthening our corporate governance; ● Setting up policies and procedures for the Company’s related party identification to properly identify, record and disclose related party transactions; and ● Setting up proper procedures for the Company’s fund disbursement process to ensure that cash is disbursed only upon proper authorization, for valid business purposes, and that all disbursements are properly recorded. 18 We cannot provide assurance that these or other measures will fully remediate our material weaknesses in a timely manner.
Based on the foregoing evaluation, our Chief Operating Officer concluded that the Company’s disclosure controls and procedures were not effective due to ineffective internal controls over financial reporting that stemmed from the following material weaknesses for the year ended and as of June 30, 2023: ● Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the consolidation, lack of supervision, coordination and communication of financial information between different entities within the Group; ● Lack of a full time U.S.
Based on the foregoing evaluation, our Chief Operating Officer concluded that the Company’s disclosure controls and procedures were not effective due to ineffective internal controls over financial reporting that stemmed from the following material weaknesses for the year ended and as of June 30, 2024: ● Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the consolidation, lack of supervision, coordination and communication of financial information between different entities within the Group; ● Lack of a full time U.S.
This deficiency could result in additional misstatements to its consolidated financial statements that would be material and would not be prevented or detected on a timely basis. 21 As discussed in “Item 9.A Controls and Procedures – Disclosure Controls and Procedures,” under the supervision and with the participation of our management, we conducted an assessment of the effectiveness of our disclosure controls and procedures as of June 30, 2023.
This deficiency could result in additional misstatements to its consolidated financial statements that would be material and would not be prevented or detected on a timely basis. 17 As discussed in “Item 9.A Controls and Procedures - Disclosure Controls and Procedures,” under the supervision and with the participation of our management, we conducted an assessment of the effectiveness of our disclosure controls and procedures as of June 30, 2024.
On July 7, 2023, the Company received an Notice of Noncompliance Letter (the “Letter”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).
On July 7, 2023, the Company received a notification from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).
We depend on a limited number of major customers who are able to exert a high degree of influence over us and the loss of a major customer could adversely impact our business. For the years ended June 30, 2023 and 2022, one customer, Chongqing Iron & Steel Ltd., accounted for 52.7%and 60.8% of our revenues, respectively.
We depend on a limited number of major customers who are able to exert a high degree of influence over us and the loss of a major customer could adversely impact our business. For the years ended June 30, 2023 and 2024, one customer, Chongqing Iron & Steel Ltd., accounted for 77.2%and 52.7% of our revenues, respectively.
For additional risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement on Form S-3, filed with the SEC on March 3, 2021 and other filings we file with the SEC from time to time. 24
For additional risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement on Form S-3, filed with the SEC on September 9, 2024 and other filings we file with the SEC from time to time. 19
This may cause us to become unable to fulfill our customer orders on a timely basis, which may cause us to cancel orders and provide refunds, as demonstrated in our settlement with SOSNY.
This may cause us to become unable to fulfill our customer orders on a timely basis, which may cause us to cancel orders and provide refunds, as demonstrated in our settlement with SOSNY. Our growth depends in part on the success of our relationships with third parties, including our solar partners.
The Company intends to regain compliance with Nasdaq’s bid price requirement prior to the end of the second bid price extension. There can be also no assurance that our stock price will meet the minimum bid price requirement or we will meet other requirements for continued listing on Nasdaq.
There can be also no assurance that our stock price will meet the minimum bid price requirement or we will meet other requirements for continued listing on Nasdaq.
There can be no assurance that our major suppliers will continue to supply us with the materials or services required to operate our business in the same amount that they have in the past.
For the year ended June 30, 2023, two suppliers accounted for approximately 19.6% and 19.5% of our total purchases, respectively. There can be no assurance that our major suppliers will continue to supply us with the materials or services required to operate our business in the same amount that they have in the past.
On March 16, 2023, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with the Nasdaq Listing Rule 5250(c)(1), which requires the Company to timely file all required periodic financial reports with the Securities and Exchange Commission, and that the matter is now closed.
On October 19, 2023, the Company received a formal notification from the Nasdaq confirming that the Company had regained compliance with Listing Rule 5620(a), and that the matter is now closed.
Removed
For the year ended June 30, 2023, two suppliers accounted for approximately 19.6% and 19.5% of our total purchases, respectively. For the year ended June 30, 2022, two suppliers accounted for approximately 26.3% and 24.1% of our total purchases, respectively.
Added
We depend on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely impact our business. For the year ended June 30, 2024, two suppliers accounted for approximately 21.2% and 20.1% of our total purchases, respectively.
Removed
On May 24, 2022, the Company received a delinquency notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. The Company was provided 60 days to submit a plan to regain compliance.
Added
A key component of our growth strategy is to develop or expand our relationships with third parties. For example, we are investing resources in establishing strategic relationships with market players across a variety of industries to generate new customers. These programs may not roll out as quickly as planned or produce the results we anticipated.
Removed
On July 25, 2022 and September 14, 2022, the Company submitted its Compliance Plan.
Added
A significant portion of our business depends on attracting and retaining new and existing solar partners.
Removed
Based on the review of the Compliance Plan as well as telephone conversations with outside counsel to the Company and counsel to the Company’s Special Committee, the Staff has determined that the Company did not provide a definitive plan evidencing its ability to file the Reports within the 180 calendar day period available to the Staff under the Nasdaq Listing Rules.
Added
Negotiating relationships with our solar partners, investing in due diligence efforts with potential solar partners, training such third parties and contractors, and monitoring them for compliance with our standards require significant time and resources and may present greater risks and challenges than expanding a direct sales or installation team.
Removed
On November 16, 2022, the Company received an additional staff determination notice from Nasdaq, advising that it had not received the Company’s Form 10-Q for the quarterly period ended September 30, 2022, which served as an additional basis for delisting the Company’s securities and that the Panel will consider the additional deficiency in rendering a determination regarding the Company’s continued listing on Nasdaq.
Added
If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to grow our business and address our market opportunity could be impaired.
Removed
The Company has submitted to the Panel a plan to regain compliance with the continued listing requirements, including the filing of the Form 10-Q for the quarterly period ended September 30, 2022.
Added
Even if we are able to establish and maintain these relationships, we may not be able to execute on our goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base.
Removed
On January 5, 2023, the Company received a deficiency notice from Nasdaq informing the Company that its common stock, no par value, fails to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the common stock for the 30 consecutive business days prior to the date of the notice from Nasdaq.
Added
This would limit our growth potential and our opportunities to generate significant additional revenue or cash flows. 16 We and our potential solar partners depend on a limited number of suppliers of solar panels, and other system components to adequately meet anticipated demand for our solar panel offerings.
Removed
The Company has been provided an initial compliance period of 180 calendar days, or until July 5, 2023, to regain compliance with the minimum bid price requirement. 23 On February 21, 2023, the Company received an additional staff determination notice from Nasdaq, advising that it had not received the Company’s Form 10-Q for the quarterly period ended December 31, 2022, which served as an additional basis for delisting the Company’s securities.
Added
Any shortage, bottlenecks, delay, detentions, or component price change from these suppliers, or the acquisition of any of these suppliers by a competitor, could result in sales and installation delays, cancellations, and loss of market share.
Removed
The notice stated that the Panel will consider the additional deficiency in rendering a determination regarding the Company’s continued listing on Nasdaq.
Added
We and our potential solar partners purchase solar panels, and other system components from a limited number of suppliers, making us susceptible to quality issues, shortages, bottlenecks, and price changes.
Removed
The Company has submitted to the Panel a plan to regain compliance with the continued listing requirements and has been granted a grace period to file all the delinquent reports, including the filing of the Form 10-Q for the quarterly period ended December 31, 2022, on or before February 28, 2023.
Added
If we or our potential solar partners fail to develop, maintain and expand our relationships with these or other suppliers, we may be unable to adequately meet anticipated demand for our solar service offerings, or we may only be able to offer our systems at higher costs or after delays.
Removed
On March 8, 2023, the Company received a notice from Nasdaq Listing Qualifications department of Nasdaq stating that the Company no longer complies with Nasdaq’s audit committee requirement under Nasdaq’s Listing Rule 5605 following the resignation of John Levy from the Company’s board of directors and audit committee effective February 23, 2023.
Added
If one or more of the suppliers that we or our solar partners rely upon to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and we may be unable to satisfy this demand.
Removed
Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a cure period to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting or February 23, 2024; or (ii) if the next annual shareholders’ meeting is held before August 22, 2023, then the Company must evidence compliance no later than August 22, 2023.
Added
The acquisition of a supplier by one of our competitors could also limit our access to such components and require significant redesigns of our solar energy systems or installation procedures and have a material adverse effect on our business.
Removed
The Letter also states that the Company has 45 calendar days to submit a plan to regain compliance (the “Plan”) and if Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until December 27, 2023, to regain compliance.
Added
On January 3, 2024, the Company received a notification from Nasdaq, notifying the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).
Removed
Nasdaq requires the Plan to be submitted no later than August 21, 2023.
Added
On March 12, 2024, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).
Removed
Such determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeOffice Address Rental Term Space New York, USA 98 Cutter Mill Rd Suite 322 Great Neck, New York 11021 Expires 07/31/2026 3,033 ft 2 Texas, USA 6161 Savoy Dr, Suite 1040 Houston, Texas 77036 Expires 06/30/2024 954 ft 2 Texas, USA 12733 Stafford Road, Suite 400 Stafford, Texas 77477 Expires 07/31/2024 46,463 ft 2 Shanghai, PRC Rm 12D & 12E, No.359 Dongdaming Road, Hongkou District, Shanghai, PRC 200080 Expires 12/31/2023 3,078 ft 2
Biggest changeOffice Address Rental Term Space New York, USA 98 Cutter Mill Rd Suite 322 Great Neck, New York 11021 Expires 07/31/2026 3,033 ft 2 Shanghai, PRC Rm 12D & 12E, No.359 Dongdaming Road, Hongkou District, Shanghai, PRC 200080 Expires 12/31/2024 3,078 ft 2 Texas, USA 6161 Savoy Dr, Suite 1040 Houston, Texas 77036 Expired 06/30/2024 954 ft 2 Texas, USA 12733 Stafford Road, Suite 400 Stafford, Texas 77477 Expired 07/31/2024 46,463 ft 2
Item 2. Properties. We currently rent five facilities in the PRC and the United States. Our PRC headquarters is in Shanghai and our U.S. headquarters is in New York.
Item 2. Properties. We currently rent two facilities. Our PRC headquarters is in Shanghai and our U.S. headquarters is in New York. We have closed the two facilities in Texas when the leases expired earlier this year.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

1 edited+0 added−0 removed3 unchanged
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Our Common Stock Our common stock is traded on the Nasdaq Capital Market under the symbol SGLY. Holders of Our Common Stock As of September 25, 2023, there were 8 holders of record of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Our Common Stock Our common stock is traded on the Nasdaq Capital Market under the symbol SGLY. Holders of Our Common Stock As of September 12, 2024, there were 26 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

44 edited+23 added−22 removed14 unchanged
Biggest changeThe following tables present summary information by segments for the years ended June 30, 2023 and 2022: For the Year Ended June 30, 2023 Freight Logistics Services Sales of Crypto Mining Machines Total Net revenues* $ 3,806,158 $ 732,565 $ 4,538,723 Cost of revenues $ 3,990,654 $ - $ 3,990,654 Gross profit $ (184,496 ) $ 732,565 $ 548,069 Depreciation and amortization $ 163,635 $ 713 $ 164,348 Total capital expenditures $ (38,440 ) $ 2,852 $ (35,588 ) Gross margin (4.8 )% 100 % 12.1 % * Including related party revenue of $222,963 from Zhejiang Jinbang Fuel Energy Co., Ltd for the year ended June 30, 2022.
Biggest changeThe following tables present summary information by segments for the years ended June 30, 2024 and 2023: For the Year Ended June 30, 2024 Freight Logistics Services Sales of Crypto Mining Machines Total Net revenues* $ 3,136,681 $ - $ 3,136,681 Cost of revenues $ 3,614,947 $ - $ 3,614,947 Gross profit $ (478,266 ) $ - $ (478,266 ) Depreciation and amortization $ 131,125 $ 1,070 $ 132,195 Total capital expenditures $ (589 ) $ - $ (589 ) Gross margin (15.2 )% - (15.2 )% For the Year Ended June 30, 2023 Freight Logistics Services Sales of Crypto Mining Machines Total Net revenues $ 3,806,158 $ 732,565 $ 4,538,723 Cost of revenues $ 3,990,654 $ - $ 3,990,654 Gross profit $ (184,496 ) $ 732,565 $ 548,069 Depreciation and amortization $ 163,635 $ 713 $ 164,348 Total capital expenditures $ (38,440 ) $ 2,852 $ (35,588 ) Gross margin (4.8 )% 100 % 12.1 % % Changes For the Years Ended June 30, 2024 and 2023 Freight Logistics Services Sales of Crypto Mining Machines Total Net revenues (17.6 )% (100.0 )% (30.9 )% Cost of revenues (9.4 )% N/A % (9.4 )% Gross profit 159.2 % (100.0 )% (187.3 )% Depreciation and amortization (19.9 )% 50.1 % (19.6 )% Total capital expenditures (98.5 )% (100.0 )% (98.3 )% Gross margin (10.4 )% (100.0 )% (27.3 )% 24 Disaggregated information of revenues by geographic locations are as follows: For the Years Ended June 30, June 30, 2024 2023 PRC 2,686,303 2,529,449 U.S. 450,378 2,009,274 Total revenues $ 3,136,681 $ 4,538,723 Revenues Freight Logistics Services Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services.
As a result, our revenue for the year ended June 30, 2022 was down by approximately $1.2 million, or 22.6% and our freight revenue declined slightly in the year ended June 30, 2023. ● Due to travel restrictions between US and China, our new business development for existing segments or new ventures has been slowed down. ● Our sales of crypto mining machines were materially adversely affected by COVID-19.
As a result, our revenue for the year ended June 30, 2022 was down by approximately $1.2 million, or 22.6% and our freight revenue declined slightly in the ear ended June 30, 2023. * Due to travel restrictions between US and China, our new business development for existing segments or new ventures has been slowed down. * Our sales of crypto mining machines were materially adversely affected by COVID-19.
We determined that it is more likely than not our deferred tax assets would not be realized due to uncertainty on future earnings as a result of the Company’s reorganization and venture into new businesses. We provided a 100% allowance for deferred tax assets as of June 30, 2023.
We determined that it is more likely than not our deferred tax assets would not be realized due to uncertainty on future earnings as a result of the Company’s reorganization and venture into new businesses. We provided a 100% allowance for deferred tax assets as of June 30, 2024.
These opportunities ranged from complementary businesses to other new service and product initiatives. In the fiscal years 2022 and 2023, while we continued to provide our freight logistics business, we expanded our services to include warehousing services provided by our US subsidiary Brilliant Warehouse Service Inc.
These opportunities ranged from complementary businesses to other new service and product initiatives. In the fiscal years 2023 and 2024, while we continued to provide our freight logistics business, we expanded our services to include warehousing services provided by our US subsidiary Brilliant Warehouse Service Inc.
Lawsuit settlement expenses We recorded $8.4 million in lawsuit settlement expenses for the year ended June 30, 2023, compared to nil in lawsuit settlement expenses for the year ended June 30, 2022. The expenses were related to the lawsuits in connection with the Securities Purchase Agreement and the Financial Advisory Agreement described in Item 1. Business – Litigation. .
Lawsuit settlement expenses We recorded $8.4 million in lawsuit settlement expenses for the year ended June 30, 2023, compared to nil in lawsuit settlement expenses for the year ended June 30, 2024. The expenses were related to the lawsuits in connection with the Securities Purchase Agreement and the Financial Advisory Agreement described in Item 1. Business – Litigation.
In early December 2022, Chinese government eased the strict control measures for COVID-19, which led to a surge in increased infections and disruption to our business operations. In 2023, our China operation continued to suffer from the impact of COVID-19, although to a lesser extent.
In early December 2022, the Chinese government eased its strict control measures for COVID-19, which led to a surge in increased infections and disruptions in our business operations. In 2023, our China operation continued to suffer from the impact of COVID-19, although to a lesser extent.
Taxes Our income tax expenses amounted to $135,855 and nil for the years ended June 30, 2023 and 2022, respectively. We have incurred a cumulative U.S. federal net operating loss (“NOL”) of approximately $22,000,000 as of June 30, 2022, which may reduce future federal taxable income. The NOL generated for the year ended June 30, 2023 amounted to approximately $19,700,000.
Taxes Our income tax expenses amounted to nil and $135,855 for the years ended June 30, 2024 and 2023, respectively. We have incurred a cumulative U.S. federal net operating loss (“NOL”) of approximately $41,700,000 as of June 30, 2023, which may reduce future federal taxable income. The NOL generated for the year ended June 30, 2024 amounted to approximately $5,500,000.
The impact of any future spread of COVID-19 on the Company’s China operation will depend, to a large extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all of which is beyond our control.
The impact of any future impact of COVID-19 on the Company’s China operational results will depend on, to a large extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all of which are beyond our control.
Note 2, “Summary of Significant Accounting Policies” of the notes to the financial statements included elsewhere in this Report describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the date of this Report.
Note 2, “Summary of Significant Accounting Policies” of the notes to the financial statements included elsewhere in this Report describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the date of this Report. Off-Balance Sheet Arrangements None. 29
We believe our current working capital is sufficient to support our operations and debt obligations as they become due within one year from the date of this Report. 32 Operating Activities Our net cash used in operating activities was approximately $33.6 million for the year ended June 30, 2023.
We believe our current working capital is sufficient to support our operations and debt obligations as they become due within one year from the date of this Report. 28 Operating Activities Our net cash used in operating activities was approximately $4.4 million for the year ended June 30, 2024.
During the year ended June 30, 2023, we generated an additional NOL of approximately $370,000 due to increased third party service cots as a result of our special committee’s investigation. Our PRC subsidiaries’ cumulative NOL amounted to approximately $1,703,000 as of June 30, 2023, which may reduce future taxable income and will expire by 2026.
During the year ended June 30, 2024, we generated an additional NOL of approximately $359,000 due to increased third party service cots as a result of our special committee’s investigation. Our PRC subsidiaries’ cumulative NOL amounted to approximately $2,062,000 as of June 30, 2024, which may reduce future taxable income and will expire by 2026.
Provision for Doubtful Accounts, Net of Recovery Our total bad debt expenses amounted to approximately $2.8 million, mostly due to a $3 million wire transfer made by our former COO, Jing Shan to Goalowen Inc. on May 5, 2023 without the Board’s authorization, as payment for the transfer by Goalowen to the Company of an operating income right to be derived from fishing activities.
Our total bad debt expenses amounted to approximately $2.8 million for the year ended June 30, 2023, mostly due to a $3 million wire transfer made by our former COO, Jing Shan to Goalowen Inc. on May 5, 2023 without the Board’s authorization, as payment for the transfer by Goalowen to the Company of an operating income right to be derived from fishing activities.
The net decrease in valuation for the year ended June 30, 2023 amounted to approximately $4,696,000 based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized.
The net increase in valuation for the year ended June 30, 2024 amounted to approximately $1,196,000 based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized.
Since these entities did not have any active operations prior to their disposal, the disposal did not represent a strategic change in the Company’s business. As such, the disposal was not presented as a discontinued operation.
Total gain from the three disposals was $ 359,781. Since these entities did not have any active operations prior to their disposal, the disposal did not represent a strategic change in the Company’s business. As such, the disposal was not presented as a discontinued operation.
After the deduction of non-controlling interest, net loss attributable to us was $22,996,846 for the year ended June 30, 2023, compared to $28,257,830 for the same period in 2022.
After the deduction of non-controlling interest, net loss attributable to us was $5,108,528 for the year ended June 30, 2024, compared to $22,996,846 for the same period in 2023.
Net Loss As a result of the foregoing, we had a net loss of $23,098,342 for the year ended June 30, 2023, compared to a net loss of $28,928,369 for the year ended June 30, 2022.
Net Loss As a result of the foregoing, we had a net loss of $5,471,774 for the year ended June 30, 2024, compared to a net loss of $23,098,342 for the year ended June 30, 2023.
Sales of Crypto Mining Machines On January 10, 2022, Thor Miner entered into the PSA with SOSNY, a wholly owned subsidiary of SOS Ltd. Pursuant to the PSA, Thor Miner agreed to sell to SOSNY certain cryptocurrency mining hardware and other equipment. The total purchase price was $200,000,000 and the purchase was expected to be completed under separate purchase orders.
Sales of Crypto Mining Machines On January 10, 2022, Thor Miner entered into a purchase and sale agreement with SOSNY, a wholly owned subsidiary of SOS Ltd. Pursuant to the agreement, Thor Miner agreed to sell to SOSNY certain cryptocurrency mining hardware and other equipment.
Cost of Revenues Cost of revenues for our freight logistics services segment mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and other overhead and sundry costs.
We ceased to sell crypto-mining equipment since January 1, 2023. Cost of Revenues Cost of revenues for our freight logistics services segment mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and other overhead and sundry costs.
Revenues from freight logistics services were $3,806,158 for the year ended June 30, 2023, a decrease of $24,457, or approximately 0.6%, as compared to $3,830,615 for the year ended June 30, 2022.
Revenues from freight logistics services were $3,136,681 for the year ended June 30, 2024, a decrease of $669,477, or approximately 17.6%, as compared to $3,806,158 for the year ended June 30, 2023.
Comprehensive loss attributable to us was $22,952,349 for the year ended June 30, 2023, as compared to $27,482,995 for the year ended June 30, 2022. 31 Liquidity and Capital Resources Cash Flows and Working Capital As of June 30, 2023, we had $17,390,156 in cash (including cash on hand and cash in bank).
Comprehensive loss attributable to us was $5,039,492 for the year ended June 30, 2024, as compared to $22,952,349 for the year ended June 30, 2023. 27 Liquidity and Capital Resources Cash Flows and Working Capital As of June 30, 2024, we had $14,641,967 in cash (including cash on hand and cash in bank) and $3,094,092 in restricted cash.
Impairment Loss of Fixed Assets and Right of Use Assets We recorded impairment losses of $33,469 and $1,006,305 for the year ended June 30, 2023 and 2022.
Impairment Loss of Fixed Assets and Right of Use Assets We recorded impairment losses of nil and $$33,469 for the year ended June 30, 2024 and 2023. We recorded no impairment charges related to fixed assets and right of use assets during the years ended June 30, 2024.
The Tax benefit derived from this NOL was approximately $8,775,000. As of June 30, 2023, our cumulative NOL amounted to approximately $41,700,000. Our operations in China have incurred a cumulative NOL of approximately $1,333,000 as of June 30, 2022, which was mainly from Sino -China which was disposed of in the year ended June 30, 2022.
The Tax benefit derived from this NOL was approximately $1,155,000. As of June 30, 2024, our cumulative NOL amounted to approximately $47,200,000. Our operations in China have incurred a cumulative NOL of approximately $1,703,000 as of June 30, 2023, which was mainly from net losses.
Net cash provided by financing activities was approximately $8.3 million for the year ended June 30, 2022 due to issuances of common stock in private placements of approximately $10.5 million and proceeds from convertible notes of $10 million, repayment of convertible notes of $5.0 million and warrant repurchase of approximately $7.9 million.
Financing Activities Net cash provided by financing activities for the year ended June 30, 2024 was $4.5 million due to proceeds from issuance of common stock of 9.9 million and the repayment of $5 million of convertible notes and accrued interest of $0.4 million.
The decrease was mainly due to a decrease in marketing expenses for our freight logistics segment in the PRC compared to the year ended June 30, 2022. 29 General and Administrative Expenses Our general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting.
The increase was mainly due to an increase in salaries as we added to employees and incurred increased marketing expenses for the freight logistics segment for our sales team. 25 General and Administrative Expenses Our general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting.
We recognized the sales of cryptocurrency mining equipment based on a net basis as the manufacturer of the products was responsible for shipping and custom clearing for the products. The net revenue amounted to $732,565 and $157,800, respectively, for the years ended June 30, 2023 and 2022. We ceased to sell crypto-mining equipment since January 1, 2023.
The total purchase price was $200,000,000 and the purchase was expected to be completed under separate purchase orders. We recognized the sales of cryptocurrency mining equipment based on a net basis as the manufacturer of the products was responsible for shipping and custom clearing for the products. The net revenue amounted to $732,565 for the years ended June 30, 2023.
The Company is taking actions in order to pursue all available legal remedies including lawsuits to recover the $0.6 million advanced to LSM Trading Ltd. Financing Activities Financing activities for the year ended June 30, 2023 was mainly payment of $2.1 million for fair value of shares to be cancelled in our legal settlement.
Financing activities for the year ended June 30, 2023 was mainly payment of $2.1 million for fair value of shares to be cancelled in our legal settlement.
The increase was mainly due to the increased professional fees of approximately $4.0 million which are mainly legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain of its management personnel raised in the Hindenburg Report and other related matters.
The decrease was mainly due to the decreased lawyer fees of $4,633,711 which mainly related to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters incurred in the last fiscal year.
We also had cash inflows from repayment of a loan receivable of approximately $0.5 million from Qinggang Wang and Lei Cao, who are related parties, and $0.09 million from the sale of property and equipment, and repayments from related parties of approximately $0.3 million, Net cash used in investing activities was approximately $3.5 million for the year ended June 30, 2022 due to the acquisition of property and equipment of approximately $0.9 million and an investment of approximately $0.2 million to a 40% owned joint venture.
We also had cash inflows from repayment of a loan receivable of approximately $0.5 million from Qinggang Wang and Lei Cao, who are related parties, and $0.09 million from the sale of property and equipment, and repayments from related parties of approximately $0.3 million.
The decrease in shipping revenue of approximately $0.45 million from our PRC operation was due to a decrease in demand from a major customer, offset in part to an increase of revenue from our U.S. subsidiary, Brilliant Warehouse, of approximately $0.43 million.
The decrease in shipping revenue of approximately $826,331 from our U.S. subsidiary, Brilliant Warehouse was due to the decline of business volume, offset in part to an increase of revenue from our PRC operation of approximately $156,854 was due to increase several new customers.
Results of Operations Comparison of the Years Ended June 30, 2023 and 2022 The following table sets forth the results of our operations for the periods indicated: For the Years Ended June 30, 2023 2022 Change US $ % US $ % US $ % Revenues 4,538,723 100 % 3,988,415 100.0 % 550,308 13.8 % Cost of revenues 3,990,654 87.9 % 4,136,474 103.7 % (145,820 ) (3.5 )% Gross margin 12.1 % N/A (3.7 )% N/A 15.8 % N/A Selling expenses 232,569 5.1 % 385,890 9.7 % (153,321 ) (39.7 )% General and administrative expenses 11,572,888 255.0 % 9,301,784 233.2 % 2,271,104 24.4 % Impairment loss of investment 128,369 2.8 % - - 128,369 100 % Impairment loss of Cryptocurrencies 18,279 0.4 % 170,880 4.3 % (152,601 ) (89.3 )% Impairment loss of fixed assets and right of use asset 33,469 0.7 % 1,006,305 25.2 % (972,836 ) (96.7 )% Provision for doubtful accounts, net of recovery 2,827,511 62.3 % 1,613,504 40.5 % 1,214,007 75.2 % Stock-based compensation 329,778 7.3 % 10,064,622 252.3 % (9,734,844 ) (96.7 )% Total costs and expenses 19,133,517 421.6 % 26,679,459 668.9 % (7,545,942 ) (28.3 )% 27 Revenues Revenues increased by $550,308, or approximately 13.8%, to $4,538,723 for the year ended June 30, 2023 from $3,988,415 for the year ended June 30, 2022.
Results of Operations Comparison of the Years Ended June 30, 2024 and 2023 The following table sets forth the results of our operations for the periods indicated: For the Years Ended June 30, 2024 2023 Change US $ % US $ % US $ % Revenues 3,136,681 100.0 % 4,538,723 100.0 % (1,402,042 ) (30.9 )% Cost of revenues 3,614,947 115.2 % 3,990,654 87.9 % (375,707 ) (9.4 )% Gross margin (15.2 )% N/A 12.1 % N/A (27.3 )% N/A Selling expenses 252,278 8.0 % 232,569 5.1 % 19,709 8.5 % General and administrative expenses 5,031,852 160.4 % 11,572,888 255.0 % (6,541,036 ) (56.5 )% Impairment loss of investment - - 128,369 2.8 (128,369 ) (100.0 )% Impairment loss of Cryptocurrencies 72,179 2.3 % 18,279 0.4 % 53,900 294.9 % Impairment loss of fixed assets and right of use asset - - 33,469 0.7 % (33,469 ) (100.0 )% Provision for doubtful accounts, net of recovery 87,629 2.8 % 2,827,511 62.3 % (2,739,882 ) (96.9 )% Stock-based compensation - - 329,778 7.3 % (329,778 ) (100.0 )% Total costs and expenses 9,058,885 288.8 % 19,133,517 421.6 % (10,074,632 ) (52.7 )% 23 Revenues Revenues decreased by $1,402,042, or approximately 30.9%, to $ 3,136,681 for the year ended June 30, 2024 from $4,538,723 for the year ended June 30, 2023.
Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. As of June 30, 2023, our working capital was approximately $13.2 million and we had cash of approximately $17.4 million.
Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. As of June 30, 2024, our working capital was $12,904,522 and we had cash and restricted cash of approximately $17,736,059 (including $14,641,967 in cash and $3,094,092 in restricted cash).
As of June 30, 2023, we had the following loan outstanding: Loans Maturity Interest rate Amount Convertible Notes December 2023 5 % $ 5,000,000 The following table sets forth a summary of our cash flows for the periods as indicated: For the Years Ended June 30, 2023 2022 Net cash (used in) provided by operating activities $ (33,643,405 ) $ 5,918,070 Net cash used in investing activities $ (2,225,708 ) $ (3,581,676 ) Net cash (used in) provided by financing activities $ (2,125,420 ) $ 8,351,964 Effect of exchange rate fluctuations on cash $ (448,593 ) $ 307,607 Net (decrease) increase in cash $ (38,443,126 ) $ 10,995,965 Cash at the beginning of period $ 55,833,282 $ 44,837,317 Cash at the end of period $ 17,390,156 $ 55,833,282 The following table sets forth a summary of our working capital: June 30, June 30, 2023 2022 Variation % Total Current Assets $ 18,192,716 $ 63,165,462 $ (44,972,746 ) (71 )% Total Current Liabilities $ 5,031,769 $ 25,212,959 $ (20,181,190 ) (80 )% Working Capital $ 13,160,947 $ 37,952,503 $ (24,791,556 ) (65 )% Current Ratio 3.62 2.51 1.11 44 % In assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments.
The following table sets forth a summary of our cash flows for the periods as indicated: For the Years Ended June 30, 2024 2023 Net cash used in operating activities $ (4,408,691 ) $ (33,643,405 ) Net cash provided by (used in) investing activities $ 75,580 $ (2,225,708 ) Net cash provided by (used in) financing activities $ 4,456,576 $ (2,125,420 ) Effect of exchange rate fluctuations on cash $ 222,438 $ (448,593 ) Net increase (decrease) in cash $ 345,903 $ (38,443,126 ) Cash at the beginning of period $ 17,390,156 $ 55,833,282 Cash at the end of period $ 17,736,059 $ 17,390,156 The following table sets forth a summary of our working capital: June 30, June 30, 2024 2023 Variation % Total Current Assets $ 18,247,523 $ 18,192,716 $ 54,807 0.3 % Total Current Liabilities $ 5,343,001 $ 5,031,769 $ 311,232 6.2 % Working Capital $ 12,904,522 $ 13,160,947 $ (256,425 ) (1.9 )% Current Ratio 3.42 3.62 (0.20 ) (5.5 )% In assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments.
Other Expenses, Net Other expenses, net was $0.07 million for the year ended June 30, 2023, which mainly consisted of interest expense for our convertible debt of approximately $0.25 million and the gain on disposal of right of use assets and fixed assets of $0.19 million, compared to $0.1 million of interest expenses for our convertible debt and other finance charges, net of interest earned in the year ended June 30, 2022.
Other Expenses, Net Other income, net was $90,649 for the year ended June 30, 2024, which mainly consisted of interest income of $185,626 and exchange loss of $ 119,992, as compared to $74,989 for the year ended June 30, 2023, which mainly consisted of interest expense for our convertible debt of approximately $250,000 and the gain on disposal of right of use assets and fixed assets of $190,897 .
For the year ended June 30, 2023, we had $11,572,888 of general and administrative expenses, as compared to $9,301,784 for the year ended June 30, 2022, representing an increase of $2,271,104, or approximately 24.4%.
For the year ended June 30, 2024, we had $5,031,852 of general and administrative expenses, as compared to $11,572,888 for the year ended June 30, 2023, representing a decrease of $6,541,036 or approximately 56.5%.
Thor Miner wrote off the balance of the deposit it received from SOSNY and the balance of its payment to HighSharp. Impact of COVID-19 The outbreak of the COVID-19 starting from late January 2020 in the PRC spread rapidly to many parts of the world. In March 2020, the World Health Organization declared COVID-19 as a pandemic.
The parties also plan to expand into the sale of solar panels. 22 Impact of COVID-19 The outbreak of the COVID-19 virus (“COVID-19”) starting from late January 2020 in the PRC spread rapidly to many parts of the world. In March 2020, the World Health Organization declared COVID-19 as a pandemic.
Our gross margin was 12.1% and (3.7%) for the years ended June 30, 2023 and 2022, respectively. This increase in gross margin in freight logistics segment was mainly due to increased revenue from our sale of crypto mining equipment. We recognized this revenue on a net basis, thus increasing the overall margin of our operations.
Our gross margin was (15.2%) and 12.1% for the years ended June 30, 2024 and 2023, respectively. This decrease in gross margin was mainly due to decreased revenue from our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023.
Our net cash provided by operating activities was approximately $5.9 million for the year ended June 30, 2022.
The operating cash outflow for the year ended June 30, 2024 was primarily attributable to our net loss of approximately $5.5 million. Our net cash used in operating activities was approximately $33.6 million for the year ended June 30, 2023.
Cost of revenues for our freight logistics services segment was $3,990,654 for the year ended June 30, 2023, a decrease of $145,820, or approximately 3.5%, as compared to $4,136,474 for the year ended June 30, 2022 as a result of the decrease in freight costs of our PRC operations caused by the decrease in shipping volume due to the pandemic.
Cost of revenues for our freight logistics services segment was $3,614,947 for the year ended June 30, 2024, a decrease of $375,707, or approximately 9.4%, as compared to $3,990,654 for the year ended June 30, 2023 as a result of reduced activity in our truck dispatch business. We determined to restrict this business to large customers in order improve profitability.
Assumptions used in a DCF analysis require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. Impairment Loss of Investment The Company recorded $128,369 for the year ended June 30, 2023 due to the impairment of the Company’s investment in LSM Trading Ltd.
Impairment Loss of Investment The Company recorded $128,369 for the year ended June 30, 2023 due to the impairment of the Company’s investment in LSM Trading Ltd. No impairment loss was recorded for the year ended June 30, 2024.
Selling Expenses Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the year ended June 30, 2023, we had $232,569 in selling expenses, as compared to $385,890 for the year ended June 30, 2022, which represents a decrease of $153,321 or approximately 39.7%.
For the year ended June 30, 2024, we had $252,278 in selling expenses, as compared to $232,569 for the year ended June 30, 2023, which represents an increase of $19,709 or approximately 8.5%.
Our cash inflow was decreased by an advance to a related party supplier of approximately $34.1 million which was for the purchase of cryptocurrency mining machines. Investing Activities Net cash used in investing activities was approximately $2.2 million for the year ended June 30, 2023.
Investing Activities Net cash provided by investing activities was $0.1 million for the year ended June 30, 2024 due to repayments from related parties from Zhejiang Jinbang, which is owned by Mr. Qinggang Wang. Net cash used in investing activities was approximately $2.2 million for the year ended June 30, 2023.
The increase was primarily due to increased revenue from our sale of crypto mining equipment. The Company ceased to sell crypto-mining equipment since January 1, 2023.
The decrease was primarily due to decreased revenue from our sale of crypto mining equipment and the decline in revenues of our freight logistics services.
Operating Costs and Expenses Operating costs and expenses decreased by $ 7,545,942 or approximately 28.3% from $19,133,517 for the year ended June 30, 2023 compared to $26,679,459 for the year ended June 30, 2022. This decrease was mainly due to the decrease in stock-based compensation, impairment loss of fixed assets and right of use assets as more fully discussed below.
Operating Costs and Expenses Operating costs and expenses decreased by $10,074,632 or approximately 52.7% from $9,058,885 for the year ended June 30, 2024 compared to $19,133,517 for the year ended June 30, 2023.
Impairment Loss of Cryptocurrencies We recorded an impairment loss of $18,279 for the year ended June 30, 2023 due to price drops in bitcoin, which the Company deemed a triggering event for impairment testing.
Impairment Loss of Cryptocurrencies We recorded an impairment loss of $72,179 and $18,279 for the year ended June 30, 2024 and 2023 respectively, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Removed
For the fiscal year ended June 30, 2023 and 2022, we operated in two operating segments: (1) freight logistics services, through our subsidiaries in the U.S and PRC; and (2) the purchase and sales of crypto mining machines, through our subsidiary Thor Miner.
Added
For the fiscal year ended June 30, 2024, we were engaged in providing freight logistics services including warehouse services, which were operated by our subsidiaries Trans Pacific Shipping Limited and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc in the United States, .
Removed
The Company no longer operates in the shipping agency segment because it did not receive any new orders for its services due to the uncertainty of the shipping management market which was negatively impacted by the COVID-19 pandemic. Recent Developments The following events had a material impact on our financial statements. For other recent developments, see “Item 1.
Added
Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery. For the fiscal year ended June 30, 2024, the Company did not sell crypto-mining machines.
Removed
Business – Recent Developments.” On January 10, 2022, Thor Miner entered into a purchase agreement with HighSharp. Pursuant to the agreement, Thor Miner agreed to purchase certain cryptocurrency mining equipment from HighSharp. In January and April 2022, Thor Miner prepaid $35,406,649 for the order.
Added
We have not generated any revenues to date with respect to our entry into the solar panel production and distribution business. 21 Recent Developments Reverse Stock Split On February 9, 2024, the Company effectuated a 1-for-10 reverse stock split of its common stock.
Removed
Thor Miner also entered into a PSA with SOSNY for the purchase of $200,000,000 in crypto mining rigs and received a deposit form SOSNY in the amount of $48,930,000. 26 Due to HighSharp’s production issue, Thor Miner was unable to timely deliver the products to SOSNY according to the delivery terms of the PSA and was sued by SOSNY for breach of contract on December 9, 2022. .
Added
Beginning on February 12, 2024, the Company’s common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued.
Removed
As of December 22, 2022, the balance of the advance made to HighSharp and deposit from SOSNY amounted to $27,927,583 and $40,560,569, respectively.
Added
Instead, any fractional shares that would have resulted from the split was rounded up to the next whole number. Trading in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”. The new CUSIP number for the common stock following the reverse stock split is 82935V 307.
Removed
On December 23, 2022, the Company entered into the Settlement Agreement with SOSNY pursuant to which the Company paid $13.0 million to SOSNY in exchange for SOSNY dismissing the lawsuit and agreed to transfer any additional funds it receives from HighSharp to SOSNY in an amount not to exceed $40,560,569.
Added
The reverse stock split was intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company.
Removed
For the Year Ended June 30, 2022 Freight Logistics Services Sales of Crypto Mining Machines Total Net revenues $ 3,830,615 $ 157,800 $ 3,988,415 Cost of revenues $ 4,136,474 $ - $ 4,136,474 Gross profit $ (305,859 ) $ 157,800 $ (148,059 ) Depreciation and amortization $ 512,586 $ 21,052 $ 533,638 Total capital expenditures $ 840,319 $ 34,199 $ 874,518 Gross margin (8.0 )% 100.0 % (3.7 )% % Changes For the Years Ended June 30, 2023 and 2022 Freight Logistics Services Sales of Crypto Mining Machines Total Net revenues (0.6 )% 364.2 % 13.8 % Cost of revenues (3.5 )% 100 % (3.5 )% Gross profit (39.7 )% 364.2 % (470.2 )% Depreciation and amortization (68.1 )% (96.6 )% (69.2 )% Total capital expenditures (104.6 )% (91.7 )% (104.1 )% Gross margin 3.2 % 0 % 15.8 % 28 Disaggregated information of revenues by geographic locations are as follows: For the Years Ended June 30, June 30, 2023 2022 PRC 2,529,449 2,982,691 U.S. 2,009,274 1,005,724 Total revenues $ 4,538,723 $ 3,988,415 Revenues Freight Logistics Services Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services.
Added
Nasdaq Listing Deficiencies On January 3, 2024, the Company received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share minimum bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).
Removed
We performed our annual goodwill impairment analysis as of June 30, 2023 and concluded we had approximately an $0.03 million impairment loss for fixed assets and right of use assets, as our carrying value exceeds the fair value.
Added
Pursuant to the Nasdaq letter, unless the Company requested an appeal of the determination notice, trading of the Company’s common stock would be suspended at the opening of business on January 12, 2024. The Company appealed the delisting determination to a Hearings Panel, and hearing was scheduled to be held on March 28, 2024.
Removed
The fair values are determined by income approach where projected future cash flows discounted at rates commensurate with the risks involved, (“Discounted Cash Flow” or “DCF” of the income approach).
Added
The Company’s common stock would continue to be listed for trading pending the Hearing Panel’s decision. As discussed in “Prospectus Summary - Recent Developments – Reverse Stock Split,” the Company effectuated a 1-for-10 reverse stock split of its common stock on February 9, 2024.
Removed
No impairment loss was recorded for the year ended June 30, 2022.
Added
Beginning on February 12, 2024, the Company’s Common Stock trades on The Nasdaq Stock Market on a split adjusted basis.
Removed
Stock-based Compensation Stock-based compensation was $329,778 for the year ended June 30, 2023, a decrease of $9,734,844 or 96.7%, as compared to $10,064,622 for the year ended June 30, 2022, as we issued less stock compensation to employees and directors. 30 Loss from disposal of subsidiaries and VIE On December 31, 2021, the Company entered into a series of agreements to terminate its VIE structure and deconsolidated its formerly controlled entity Sino-China.
Added
On March 12, 2024, the Company received a formal notification from the Nasdaq Stock Market LLC confirming that the Company had regained compliance with bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). Consequently, the scheduled hearing before the Hearings Panel on March 28, 2024 had been cancelled.
Removed
The Company controlled Sino-China through its wholly owned subsidiary Trans Pacific Beijing. The Company made the decision to dissolve the VIE structure and Sino-China because Sino-China has no active operations and the Company wanted to remove any potential risks associated with VIE structures.
Added
Receipt of SEC Subpoena As previously disclosed, on February 28, 2023 , the audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party loan receivable.
Removed
The Company also dissolved its subsidiary Sino-Global Shipping LA, Inc., and on March 14, 2022, the Company discontinued its subsidiary Sino-Global Shipping Canada, Inc. The total loss related to the three disposals amounted to approximately $6.1 million for the year ended June 30, 2022. The Company also dissolved its subsidiary Sino-Global Shipping Australia Pty Ltd. (“SGS AUS”) in November 2022.
Added
The audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021 Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021.
Removed
The majority of our cash is in banks located in the U.S. On December 19, 2021, the Company issued two convertible notes to two non-U.S. investors for an aggregate purchase price of $10,000,000 (the “December 2021 Convertible Notes”).
Added
The Company corrected the errors referenced above in an amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs,” collectively with the Amended Form 10-K, the “Restatements”).
Removed
The December 2021 Convertible Notes bear interest at 5% annually and may be converted into shares of the Company’s common stock at a conversion price of $3.76 per share. At the investors’ request, we prepaid $5,000,000 in the aggregate principal amount, without interest, of the December 2021 Convertible Notes on March 8, 2022.
Added
On June 17, 2024, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents related to an investigation by the SEC regarding the Restatements (the “Investigation”). Because the Investigation is at an early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time.
Removed
Interest for the $5,000,000 principal that was repaid was waived.
Added
The SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws. The Company intends to cooperate with the SEC with respect to the Investigation.
Removed
The operating cash inflow for the year ended June 30, 2022 was primarily attributable to our net loss of approximately $28.9 million, adjusted by non-cash stock-based compensation of approximately $10.0 million, loss on disposal of subsidiaries and VIE of approximately $6.1 million and provision for doubtful accounts of approximately $1.6 million.
Added
Entry into Joint Venture On August 22, 2024, New Energy Tech Ltd., (“New Energy”) a New York corporation and wholly owned subsidiary of the Company, entered into a certain joint venture agreement (the “JV Agreement”) with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market One”).
Removed
We had an increase in cash inflow of other receivables of approximately $1.4 million and we received a total of $47.0 million from SOSNY, approximately $34.1 million was an advanced payment we received for the sale of cryptocurrency mining machines, while we refunded $13.0 million to SOSNY in December 2022.
Added
Pursuant to the JV Agreement, among other things and subject to the terms and conditions contained therein, New Energy and Market One agreed to establish a limited company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage in the business of commodity trading .

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