0001213900-21-050437.txt : 20210929 0001213900-21-050437.hdr.sgml : 20210929 20210929060656 ACCESSION NUMBER: 0001213900-21-050437 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 122 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210929 DATE AS OF CHANGE: 20210929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sino-Global Shipping America, Ltd. CENTRAL INDEX KEY: 0001422892 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 261241372 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34024 FILM NUMBER: 211289132 BUSINESS ADDRESS: STREET 1: 1044 NORTHERN BOULEVARD CITY: ROSLYN STATE: NY ZIP: 11576-1514 BUSINESS PHONE: 718-888-1814 MAIL ADDRESS: STREET 1: 1044 NORTHERN BOULEVARD CITY: ROSLYN STATE: NY ZIP: 11576-1514 10-K 1 f10k2021_sinoglobalship.htm ANNUAL REPORT

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2021

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission file number 001-34024

 

Sino-Global Shipping America, Ltd.
(Exact name of registrant as specified in its charter)

 

Virginia   11-3588546
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

1044 Northern Boulevard, Suite 305

Roslyn, New York 11576-1514
(Address of principal executive offices) (Zip Code)

 

(718) 888-1814
(Registrant’s telephone number, including area code)

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, no par value   SINO   NASDAQ Capital Market

 

Securities Registered Pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐   No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐   No ☒

 

The aggregate market value of voting common stock held by non-affiliates of the registrant as of December 31, 2020, the last business day of the registrant’s second fiscal quarter, was approximately $10,990,059.

 

The number of shares of common stock outstanding as of September 28, 2021 was 16,152,113.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None.

 

 

 

 

 

 

SINO-GLOBAL SHIPPING AMERICA, LTD.

 

FORM 10-K

 

INDEX

 

PART I     1
Item 1. Business   1
Item 1A. Risk Factors   8
Item 1B. Unresolved Staff Comments   8
Item 2. Properties   9
Item 3. Legal Proceedings   9
Item 4. Mine Safety Disclosures   9
       
PART II     10
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   10
Item 6. Selected Financial Data   11
Item 7. Management’s Discussion and Analysis or Plan of Operation   12
Item 7A. Quantitative and Qualitative Disclosures about Market Risk   22
Item 8. Financial Statements and Supplementary Data   22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   22
Item 9A. Controls and Procedures   22
Item 9B. Other Information   23
       
PART III     24
Item 10. Directors, Executive Officers and Corporate Governance   24
Item 11. Executive Compensation   27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   29
Item 13. Certain Relationships and Related Transactions, and Director Independence   30
Item 14. Principal Accountant Fees and Services   31
Item 15. Exhibits, Financial Statement Schedules   32

 

i

 

 

INTRODUCTION

 

Unless the context otherwise requires, in this annual report on Form 10-K (this “Report”):

 

  “We,” “us,” “our,” and “our Company” refer to Sino-Global Shipping America, Ltd., a Virginia company incorporated in April 2001, and all of its direct and indirect consolidated subsidiaries;

 

  “Sino-Global” or “Sino” refers to Sino-Global Shipping America, Ltd;

 

  “Sino-China” refers to Sino-Global Shipping Agency Ltd., a Chinese legal entity;

 

  “Trans Pacific” refers to and relates collectively to Trans Pacific Shipping Ltd., our wholly-owned subsidiary located in China, and Trans Pacific Logistics Shanghai Ltd., 90% of whose equity is owned by Trans Pacific Shipping Ltd.;

 

  “Shares” refers to shares of our common stock, without par value per share;

 

  “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report, Taiwan, Hong Kong and Macau;

 

  “US” or “U.S.” refers to United States of America;

 

  “HK” refers to Hong Kong; and

 

  “RMB” or “Renminbi” refers to the legal currency of China, and “$” or “U.S. dollars” refers to the legal currency of the United States.

 

Names of certain PRC companies provided in this Report are translated or transliterated from their original PRC legal names. Discrepancies, if any, in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

 

ii

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Report contains certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements, including but not limited to statements regarding our projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond our control. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “will,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of business risks and uncertainties we face that could cause our actual results to differ materially from those projected or anticipated, including but not limited to the following:

 

  Our ability to timely and properly deliver our services among others;

 

  Our dependence on a limited number of major customers and related parties;

 

  Political and economic factors in China and its relationship with U.S.;

 

  Our ability to expand and grow our lines of business;

 

  Unanticipated changes in general market conditions or other factors which may result in cancellations or reductions in the need for our services;

 

  The effect of terrorist acts, or the threat thereof, on consumer confidence and spending or the production and distribution of product and raw materials which could, as a result, adversely affect our services, operations and financial performance;

 

  The acceptance in the marketplace of our new lines of services;

 

  The foreign currency exchange rate fluctuations;

 

  Hurricanes or other natural disasters;

 

  Our ability to identify and successfully execute cost control initiatives;

 

  The impact of quotas, tariffs or safeguards on our customer products that we service;

 

  Our ability to attract, retain and motivate skilled personnel; or

 

  Our expansion and growth into other areas of the shipping industry.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update this forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

 

iii

 

 

PART I

 

Item 1. Business.

 

Overview

 

Sino-Global Shipping America, Ltd. (“Sino,” the “Company,” or “we”), a Virginia corporation, was founded in 2001. Sino is a non-asset based global shipping and freight logistics integrated solution provider. Sino provides tailored solutions and value-added services to its customers to drive effectiveness and control in related aspects throughout the entire shipping and freight logistics chain. We operate in four operating segments, including (1) shipping agency and management services, operated by our subsidiary in Hong Kong and the U.S.; (2) inland transportation management services, operated by our subsidiaries in the U.S.; (3) freight logistics services, operated by our subsidiaries in the PRC and the U.S.; and (4) container trucking services, operated by our subsidiaries in the PRC and the U.S. In addition to its shipping services, the Company has recently entered the cryptocurrency industry.

 

We conduct our business primarily through our wholly-owned subsidiaries in the People’s Republic of China (the “PRC”) (including Hong Kong) and the U.S., where a majority of our clients are located.

 

Company Structure

 

The Company conducts its business primarily through its subsidiaries and contractually controlled affiliates (“VIEs”) in the People’s Republic of China (the “PRC”) (including Hong Kong) and the U.S., where a majority of its clients are located.

 

 

Our subsidiary in China, Trans Pacific Shipping Limited (“Trans Pacific Beijing”), a wholly owned foreign enterprise, invested in one 90%-owned subsidiary, Trans Pacific Logistics Shanghai Limited (“Trans Pacific Shanghai”. Trans Pacific Beijing and Trans Pacific Shanghai are referred to collectively as “Trans Pacific”). As PRC laws and regulations restrict foreign ownership of local shipping agency service businesses, we provided our shipping agency services in the PRC through Sino-Global Shipping Agency Ltd. (“Sino-China” or “VIE”), a Chinese legal entity, which holds the licenses and permits necessary to operate local shipping agency services in the PRC. Trans Pacific Beijing and Sino-China do not have a parent-subsidiary relationship. Trans Pacific Beijing has contractual arrangements with Sino-China and its shareholders that enable us to substantially control Sino-China. Through Sino-China, we were able to provide local shipping agency services in all commercial ports in the PRC. Sino-China is one of the committee members of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (“CASA”). CASA was approved to form by China Ministry of Communications. Sino-China is also our only entity that is qualified to do shipping agency business in China. We keep the VIE to prepare ourselves for the market to turn around. 

 

1

 

 

Corporate History and Our Business Segments

 

Since inception in 2001 and through 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. 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 are responsible for the payment of port costs and expenses. Under these circumstances, we generally required a portion of a customer’s payment in advance and billed the remaining balance within 30 days after the transaction was completed. We believe the most significant factors that directly or indirectly affected our shipping agency service revenues were:

 

  the number of ship-times to which we provide port loading/discharging services;

 

  the size and types of ships we serve;

 

  the type of services we provide;

 

  the rate of service fees we charge;

 

  the number of ports at which we provide services; and

 

  the number of customers we serve.

 

In January 2016, we expanded our business to freight logistics service to provide import security filing services with U.S. Customs and Department of Homeland Security, on behalf of importers who ship goods into the U.S. and also providing inland transportation services to these importers in the U.S.

 

In fiscal year 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 have signed a cooperation agreement with Sino-Trans Guangxi Logistics Co. Ltd. (“Sinotrans”), which is a state-owned enterprise of China, with a service period from July 1, 2017 to December 31, 2020, to provide freight logistics services and container trucking services to them in the U.S. To ensure effective and high-quality services provided to our customers in the U.S., we established a joint venture, ACH Trucking Center Corp., in the third quarter of fiscal 2017 with a U.S. local freight forwarder, Jetta Global Logistics Inc. The joint venture ended in December 2017 and we continue to operate our trucking business through our other subsidiaries. Since ACH Center’s operating revenue was less than 1% of the Company’s consolidated revenue and the termination did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results, the results of operations for ACH Center was not reported as discontinued operations in the financial statements.

 

As an effort to further diversify our business, in the second quarter of fiscal 2018, we developed our bulk cargo container services segment. Bulk cargo container shipment refers to using containers to ship commodities that traditionally are shipped by freight cargo. Freight cargo rate is usually lower than that of container freight rate; however, the transit time is much longer and has high minimum quantity requirements. With the Chinese government banning the import of environmental wastes by the end of 2017, the empty container rate of COSCO Group’s container shipping from the United States to China has been further reduced. We temporarily suspended this service in fiscal year 2019 due to market environment factors in 2019 and have continued this suspension in light of the worldwide impact of the coronavirus pandemic.

 

In the first quarter of fiscal 2018, we established a wholly-owned subsidiary, Ningbo Saimeinuo Supply Chain Management Ltd. which primarily engages in transportation management and freight logistics services.

 

Starting with fiscal year 2019, trade dynamics have made it more expensive for shipping carrier clients to cost-effectively move cargo into U.S. ports, and as a result, we realized lower shipping volumes and less utilization of its online platform, which has caused us to shift our focus back to the shipping agency business. The shipping agency industry in China has improved and the number of shipping agencies in overall in the country has decreased, due to both price and the inability of competitors to embrace technology as a resource in serving client needs.

 

2

 

 

On September 3, 2018, the Company entered into a cooperation agreement with Ningbo Far-East Universal Shipping Agency Co., Ltd to set up a joint venture in Hong Kong named Bright Far East International Shipping Agency Co., Ltd., to engage in worldwide shipping agency operations. The Company has a 51% equity interest in the joint venture. On May 23, 2019, Bright Far East International Shipping Agency Co., Ltd. was incorporated in New York and its registration in Hong Kong was terminated. There were no major operations of the joint venture for the year ended June 30, 2020. Currently, we are conducting the shipping agency business through our wholly-owned Hong Kong subsidiary.

 

On April 10, 2019, the Company entered into a cooperation agreement with Mr. Weijun Qin, the Chief Executive Officer of a shipping management company in China, to set up a joint venture in New York named State Priests Management Ltd. (“State Priests”), in which the Company will hold a 20% equity interest. On July 26, 2019, the Company signed a revised cooperation agreement with Mr. Weijun Qin, which changed the Company’s equity interest in State Priests from 20% to 90%. The Company has not provided any cash contribution to the joint venture and there has been no operation of the joint venture pending the International Ship Safety Management Certificate from the China Classification Society (the “Certificate”). As of the date of this filing, the Company has not yet received the Certificate. Sino-Global Shipping New York Inc. started providing shipping management related services that do not require certification, which include arranging and coordinating for ship maintenance and inspection this quarter.

 

On November 6, 2019, the Company signed a revised cooperation agreement with Mr. Weijun Qin to restructure their equity interest in State Priests. Given that State Priests failed to timely obtain the necessary approval from related authorities, Mr. Weijun Qin agreed to exchange 80% equity interest in Sea Continent Management Ltd. (“Sea Continent”), another New York entity Mr. Qin owns for the Company’s 90% equity interest in State Priests. The equity transfer has been consummated. Sea Continent already has the Certificate but has no operations as of June 30, 2020. There has been no capital injection nor operations of State Priests and Sea Continent as of June 30, 2020; therefore, no gain or loss has been recognized in the transaction.

 

On January 10, 2020, the Company entered into a cooperation agreement with Mr. Shanming Liang, a shareholder of the Company, to set up a joint venture in New York named LSM Trading Ltd., in which the Company holds a 40% equity interest. No investment has been made by the Company as of the date of this report. The new joint venture will facilitate the purchase agricultural related commodities in the U.S. for customers in China and the Company will provide comprehensive supply chain and logistics solutions.

 

After the close of the stock market on July 7, 2020, the Company effected a l-for-5 reverse stock split of its common stock to maintain its listing of its common stock on the NASDAQ Capital Market. As a result all common stock share amounts included in this filing have been retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of five. Amounts affected include common stock outstanding, including those that have resulted from the stock options, and warrants that convert to common stock.

 

On December 14, 2020, the Company incorporated a new entity named “Blumargo IT Solution Ltd.” with 80% ownership in partnership with Tianjin Anboweiye Technology Co. to build up hi-tech and information-based logistic services to meet the higher and complicate demand of customers.

 

On March 19, 2021, the Company established a wholly owned subsidiary, Cullinan Global Logistics Inc, to support its freight logistics services in the U.S.

 

Starting from March 2021, the Company entered the cryptocurrency sector. The Company plans to leverage information technology and other innovative technologies in its business platform. These types of technology may be helpful in expanding its traditional logistics service expertise. Starting from March 2, 2021, the Company accepts Bitcoin as a form of payment for its global shipping, freight, and logistics services. Payments made in Bitcoin will be made at the rate applicable at the payment date.

 

On March 2, 2021, the Company entered into a purchase agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd. (“Yanghuai”) for the purchase of 2,783 digital currency mining servers. The total gross purchase price was $4.6 million. The total computing power will reach 50,440 t/s. After the transaction is completed, Yanghuai will manage and operate the servers at Yanghuai’s site with no further charge from March 10, 2021 through March 9, 2022, after which time Sino-Global may engage Yanghuai to continue providing service for a fee. The first cash payment of approximately $0.9 million was paid within 15 days after the date of signing the Agreement. The second cash payment of approximately $0.9 million will be paid within 15 days after the date of acceptance of the servers and a special VAT invoice provided by Yanghuai.

 

On September 17, 2021, Sino-Global Shipping America, Ltd. (the “Company”) entered into a Digital Currency Mining Server Purchase Price Adjustment Agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd. (the “Seller”) to restructure the Purchase and Entrusted Management Agreement entered into between two parties on March 2, 2021 (the “Purchase Agreement”) to buy 2,783 digital currency mining servers from the Seller. Due to a subsequent change in Chinese regulatory policy that prevented the Seller from operating the servers as needed to meet agreed upon performance targets under the Purchase Agreement, the two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million and to allocate the purchased mining equipment between the Company and the Seller. The Seller has agreed to transport digital currency mining servers representing half of the agreed 50,440 t/s in computing power (or a total of 25,220 t/s in computing power) to Ningbo, China. 

 

3

 

 

On March 18, 2021, Sino-Global Shipping America, Ltd. (the “Company”) announced the launch of a new exchange for NFTs (non-fungible tokens) in collaboration with e-commerce public chain CyberMiles.

 

On March 24, 2021, the Company agreed to acquire a 60% ownership of Super Node LLC, which is a blockchain infrastructure developer and service provider, in cash or stock transaction for $5.0 million subject to valuation. The transaction is subject to the satisfaction of warranties and representations under the purchase agreement. This deal is ongoing and is expected to close later this year. Acquiring equity interest in Super Node LLC can further strengthens the Company’s capabilities and accelerates the buildout of its business as it pursues major opportunities in the rapidly growing cryptocurrency market and digital economy.

 

Our 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.

 

With the establishment of our subsidiary in Los Angeles, we added cargo forwarding services to our service platform in the second quarter of fiscal 2017, which is included in our inland transportation business line for the year ended June 30, 2016. As we are developing our cargo forwarding services, the Company provides freight logistics services and container trucking services as two new business segments in fiscal 2017. During fiscal year 2018, the Company began to provide bulk cargo container services to the customers. On November 13, 2019, the Company entered into a cooperation agreement with Shanming Liang, a director of Guangxi Jinqiao Industrial Group Co., Ltd., to cooperate and expand the bulk cargo container services business. Subsequent to our execution of a restructured agreement with Hebei Yanghuai, our partnership will allow us to expand our capacity in the U.S. It remains our intent to grow our business in the U.S. In addition, we plan to switch to a direct mining business rather than contract with third parties in order to have greater control over this growth segment and to optimize our gross margin.

 

Our Goals and Strategic Plan

 

By leveraging our reputation, 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 that offers innovative resolutions to better address complex issues in different aspects in the entire shipping and freight logistics chain.

 

We historically focused our business on providing our customers with customized shipping agency services. In the past, our business came predominately from our strong business relationships with our key strategic partners in China. To reduce our dependency on a single business line, we have leveraged, and will continue to leverage, our business relationships with strategic partners to introduce new service offerings to the market and to diversify our business. Our strategic plan for the next five years is to continue to diversify our service mix and actively seek new growth opportunities to expand our business footprint in the U.S. market to reduce our dependency on the revenue generated from China. For decades, the shipping industry has been operated under traditional business models without many meaningful changes. Today, technological innovation has already played a big role in changing every conventional industry. We believe the internet will be a big part of the future logistics chain services and a transformative era in shipping and freight logistics business is coming. As an innovative solution provider, we plan to apply our technical ability, industry expertise and cutting-edge information technology in the conventional shipping business to better connect supply and demand and to develop seamless linkages in logistics chains.

 

4

 

 

As a result of our plan to diversify, we continued to provide on inland transportation management services and logistics between the U.S. and China, such as providing freight logistics services, container trucking services and bulk cargo container services. During this process, we will continue to adjust and develop our strategic plans based on the change of business environment.

 

In fiscal 2021, while we continued to provide our current traditional logistics business, we integrated the traditional business with modern technology to develop a brand-new business model. On September 27, 2020, we signed a MOU with EMB Technology Co., LTD (“EMB”). Our company and EMB will combine the advantages of traditional logistics business/new technology and match the marketing economic requirements of the post-covid-19 world, gathering our many years of industry experience and customer group, with big data analysis, artificial intelligence, machine learning technologies, research and development platforms for the new business model, joint business partner’s data interface, to change the traditional business model from delivery to businesses into delivery directly to customers.

 

Starting from March 2021, the Company entered the cryptocurrency sector. The Company plans to leverage information technology and other innovative technologies in its business platform. These types of technology may be helpful in expanding its traditional logistics service expertise. On March 18, 2021, we announced the launch of a new exchange for NFTs (non-fungible tokens) in collaboration with e-commerce public chain CyberMiles.

 

Our Customers

 

In light of our strategic relationship with Zhiyuan Investment Group that began with the signing of a 5-year global logistics service agreement in June 2013, we expanded our business platform to include additional service offerings. We started to provide inland transportation management services to a third-party customer, Tengda Northwest Ferroalloy Co., Ltd. (“Tengda Northwest”), during the quarter ended September 30, 2014. As we continue to diversify our service platform, we endeavor to reduce our dependency on a few customers for which we provide freight logistics, container trucking services, and shipping agency services. Our main customers in the freight logistic service segment include Shanghai Baoding Energy Ltd. and Chongqing Iron & Steel Ltd. Our main customer of shipping agency and management service are Mandarine Bulk Ltd. and Qingdao Lizhou Ship Management Co., Ltd. We began to provide services to Mandarine Bulk Ltd. and Qingdao Lizhou Ship Management Co., Ltd. since fiscal year 2020.

 

For the year ended June 30, 2021, one customer accounted for approximately 89.7% of the Company’s revenues. As of June 30, 2021, one customer accounted for approximately 87.6% of the Company’s accounts receivable, net. For the year ended June 30, 2020, three customers accounted for approximately 42%, 23% and 22% of the Company’s revenues, respectively. As of June 30, 2020, all of these customers accounted for approximately 87% of the Company’s accounts receivable, net.

 

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, 2021, two suppliers accounted for approximately 55.4% and 28.6% of the total costs of revenue, respectively. For the year ended June 30, 2020, three suppliers accounted for 26%, 18% and 16% of the total costs of revenue, respectively.

 

5

 

 

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. 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. Our CEO is an industry veteran with more than thirty years of extensive industry experience including ten years working for COSCO, one of the largest shipping companies in the world. 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. 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. 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. Although we are a small business with limited resources, we have a cohesive and effective organizational structure with the goal of maximizing customer value while minimizing waste. Our unique flexible business model allows us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality customer service, and competitive prices to achieve greater market acceptance and gain additional market share.

 

  U.S.-registered and NASDAQ-listed public company. We believe our status as a U.S. corporation gives us more credibility among existing and potential customers, suppliers, and other business partners than a privately owned company would have in our industry. 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. Many of these business practices are inefficient and problematic; therefore, maintaining an innovative mindset is critical to achieving continuous business success and growth. We are a value-added logistics solution provider with successful past performance and individuals that have been in the industry for a long time. Instead of playing the traditional logistics broker role, we focus on providing technology solutions and innovative leading-edge services to bridge the asset-based world with the digital world. We shape our industry practice and profit model by analyzing wider developments both in the global markets and the technology industry so we can address unique problems that are currently pervasive across the shipping and freight logistics industry.

 

We believe we can capture the business opportunity and grow our business organically or through acquisitions or strategic alliance by:

 

  Continuing to streamline our business operations and improve our operating efficiency through innovative technology, effective planning, budgeting, execution and cost control;

 

  Diversifying our business to focus on providing innovative technology based solution to our customers to promote our sustainable business growth;

 

6

 

 

  The current market of China’s shipping agency industry is mature comparing to what it was ten years ago when the shipping agency industry was fueled by the massive construction of China’s infrastructure, yet the over-supply of shipping agencies has also shrunk the profits of the industry. Many shipping agencies were constrained by the small size and the limited services. SINO is a NASDAQ-listed company that already has more flexibility in capital raising comparing to companies that are not on a U.S. major stock exchange or private companies. 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 enables companies like us who have better resources in this market niche to expand.

 

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. 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 recent expansion into the cryptocurrency industry has been hampered by changes in Chinese regulations.

 

 

Our Competition

 

The market segments that we serve do not have high entry barriers. There are many companies ranging from small to large in China that provide shipping and freight-related logistics services. At present, the state-owned companies in China still dominate the industry and generate a majority of the revenues in the industry. These companies have greater service capabilities, a larger customer base and more financial, marketing, network and human resources than we do. Most of them engage in a wide range of businesses and involve many aspects of the industry chain. However, we focus on providing tailored solutions and value-added services to select high-profile customers to drive effectiveness and control in related aspects throughout the entire shipping and freight logistic chain. As a boutique company that provides specialized services with limited resources and history, we face intense competition in the particular market segments that we serve. Our ability to be successful in our industry depends on our deep understanding of the complexity of industry issues and challenges and our technical ability to develop best solutions to respond to the identified issues and provide effective problem-solving strategies to our targeted customers to achieve the fastest and most cost-effective outcomes. Our value-added services and innovative approaches are recognized by our customers, which helps us to gain additional market share and compete effectively with the companies that may be better capitalized than we are or may provide services we do not or cannot provide to our customers.

 

7

 

 

Employees

 

As of the date of this report, we have 42 full-time employees and one part-time employee, 19 of whom are based in China. Of the total full time employees, 10 are in management, 13 are in operations, 9 are in finance and accounting and 10 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.

 

Recent Development

 

On September 17, 2021, we entered into a Digital Currency Mining Server Purchase Price Adjustment Agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd. (the “Seller”) to restructure the Purchase and Entrusted Management Agreement entered into between two parties on March 2, 2021 (the “Purchase Agreement”) to buy 2,783 digital currency mining servers from the Seller. Due to a subsequent change in Chinese regulatory policy that prevented the Seller from operating the servers as needed to meet agreed upon performance targets under the Purchase Agreement, the two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million and to allocate the purchased mining equipment between the Company and the Seller. The Seller has agreed to transport digital currency mining servers representing half of the agreed 50,440 t/s in computing power (or a total of 25,220 t/s in computing power) to Ningbo, China first, and then ship to the U.S.

 

Coronavirus (COVID-19) Update

 

In December 2019, a novel strain of coronavirus (COVID-19) was first identified in China and has since spread rapidly globally. The outbreak of COVID-19 has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally. In March 2020, the World Health Organization declared the COVID-19 a pandemic. In 2020, COVID-19 had a material impact on our business, financial condition, and results of operations. including, but not limited to, the following:

 

We temporally closed our offices in early 2020, as required by relevant PRC and U.S. regulatory authorities. Our offices were subsequently reopened pursuant to local guidelines. In 2020, the pandemic caused disruptions in our operations and supply chains, which resulted in delays in the shipment of products to certain of our customers.

 

A large number of our employees were in mandatory self-quarantine and the entire business operations of the Company halted for several months the Spring of 2020.

 

Our customers were negatively impacted by the pandemic, which reduced the demand of our services. As a result, our revenue and income were negatively impacted in 2020.

 

After the second quarter of 2020, the COVID outbreak in China has gradually been controlled. Our business has also returned to normal operations, although management assessed that our results of operations had been negatively impacted for the year. COVID-19 could adversely affect our business and results of operations in 2021 if any COVID resurgence causes significant disruptions to our operations or the business of our supply chain, logistics and service providers. We cannot predict the severity and duration of the impact from such resurgence, if any. If any new outbreak of COVID-19 is not effectively and timely controlled, or if government responses to outbreaks or potential outbreaks are severe or long-lasting, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, and could materially and adversely impact our business, financial condition and results of operations.

 

Item 1A. Risk Factors.

 

This item is not applicable to a smaller reporting company such as us. 

 

Item 1B. Unresolved Staff Comments.

 

The Company does not have any unresolved or outstanding staff comments. 

 

8

 

 

Item 2. Properties.

 

We currently rent four facilities in the PRC, Hong Kong and the United States. Our PRC headquarter is in Beijing, and our U.S. headquarter is in New York.

 

Office   Address   Rental Term   Space
New York, USA  

98 Cutter Mill Rd

Suite 322, Great Neck

New York, 11021

  Expires 07/31/2026   3,033 ft2
             
New York, USA  

1044 Northern Boulevard

Suite 305, Roslyn

New York 11576-1514

  Expires 09/30/2022   1,950 ft2
             
New York, USA  

366 North Broadway

Suite 307 Jericho

New York - 11753

  Expires 04/30/2026   1,743 ft2
             
Texas, USA  

6161 Savoy Dr

Suite 409, Houston

Texas 77036

  Expires 07/31/2023   2,456 ft2
             
Texas, USA  

6161 Savoy Dr,

Suite 1040, Houston

Texas 77036

  Expires 06/30/2024   954 ft2
             
Texas, USA  

12733 Stafford Road,

Suite 400, Stafford ,

Texas 77477

  Expires 07/31/2024   46,463 ft2
             
Shanghai, PRC  

Rm 12D & 12E, No.359

Dongdaming Road,

Hongkou District,

Shanghai, PRC 200080

  Expires 07/31/2022   3,078 ft2
             
Ningbo, PRC   Rm 606 Building 2
No.1 Qianyang Star Plaza
999 Changxing Rd, Jiangbei District
Ningbo, Zhejiang, PRC 315000
  Expires 06/30/2022   6,824 ft2

 

Item 3. Legal Proceedings.

 

As of the date hereof, we know of no material pending legal proceedings to which we, or any of our subsidiaries, are a party. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course of business.

 

Item 4. Mine Safety Disclosures.

 

This item is not applicable to the Company.

 

9

 

 

PART II

 

Item 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 Stock Market under the symbol SINO. 

 

On July 7, 2020, the Company effected a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of common stock solely to enable the Company to meet the NASDAQ continued listing standards relating to the minimum bid price in Listing Rule 5550(a)(2) (which the Company was previously advised it was in non-compliance with). As of July 6, 2020 (immediately prior to the Effective Date), there were 18,589,037 shares of common stock outstanding. As a result of the Reverse Stock Split, there were approximately 3,717,808 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split did not change the number of authorized shares of common stock or preferred stock, or the par value of common stock or preferred stock.

 

Following the Reverse Stock Split, Nasdaq determined that for 11 consecutive trading days from July 7 through July 21, 2020, the closing bid price of the Company’s common stock had been closed above $1.00 per share. On July 22, 2020, Nasdaq notified the Company that it regained compliance with Nasdaq’s Listing Rule 5550(a)(2).

 

Approximate Number of Holders of Our Common Stock

 

As of September 25, 2021, there are 18 holders of record of our common stock. This number does not include shareholders who hold their shares of common stock in street name.

 

Dividend Policy

 

We have never declared or paid any cash dividends on our common stock. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors (the “Board”) and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board may deem relevant. Payments of dividends by Trans Pacific to our company are subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents.

 

Recent Sales of Unregistered Securities and Issuer Purchases of Equity Securities

 

Recent Sales of Unregistered Securities

 

On April 6, 2020, the Company entered into a share purchase agreement with Kelin Wu that would, among other things, resulted in the issuance of up to 729,561 restricted Shares (giving effect to the 1-for-5 reverse split completed on July 7, 2020) in connection with the acquisition of 75% of the equity of Mandarine Ocean Ltd, a shipping company registered in the Marshall Islands. The issuance was determined to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof. Notwithstanding the foregoing, the issuance was never completed, and the parties entered a termination agreement on September 3, 2020.

 

On September 17, 2020, the Company entered into a securities purchase agreement with certain non-U.S. Persons to purchase 720,000 Shares for aggregate proceeds of $1.05 million. The issuance of Shares was made pursuant to a registration statement on Form S-3. Concurrently with the registered offering of shares, the Company issued warrants to purchase 720,000 Shares for an exercise price of $1.46 per Share. The issuance of warrants was determined to be exempt from registration under the Securities Act in reliance on Regulation S.

 

10

 

 

On November 2 and November 3, 2020, the Company entered into securities purchase agreements with certain non-U.S. Persons to sell an aggregate of 860,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), each convertible into one share of common stock of Company, upon the terms and subject to the limitations and considerations set forth in the Certificate of Designation of the Series A Preferred Stock, and warrants (the “Warrants”) to purchase up to 1,032,000 shares of common stock. The purchase price for each share of Series A Preferred Stock and accompanying Warrants was $1.66. The net proceeds to the Company from this offering were approximately $1.43 million, not including any proceeds that may be received upon cash exercise of the Warrants. On November 9, 2020, the Series A Preferred Stock and warrants were issued pursuant to exemption from registration under the Securities Act in reliance on Regulation S.

 

On December 8, 2020, the Company entered into a Securities Purchase Agreement with certain investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors in a registered direct offering, an aggregate of 1,560,000 shares of the common stock of the Company, at a purchase price of $3.10 per Share, for aggregate gross proceeds to the Company of $4,836,000. The Company also agreed to sell to the Investors warrants to purchase up to an aggregate of 1,170,000 shares of Common Stock at an exercise price of $3.10 per share (the “Warrants”). The Warrants shall be initially exercisable beginning on December 11, 2020 and expire three and a half (3.5) years from the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. Net proceeds to the Company from the sale of the Shares and the Warrants (such transaction, the “Offering”), after deducting estimated offering expenses and placement agent fees, were $4.3 million. The Offering closed on December 11, 2020. The offering of the Warrants was made pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

 

On January 27, 2021, Sino-Global Shipping America, Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the non-U.S. investors specified on the signature page thereto (the “Investors”) pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, an aggregate of 1,086,956 shares of common stock, no par value, (the “Shares”) and warrants (the “Warrant”) to purchase 5,434,780 Shares, for aggregate gross proceeds to the Company of $4,000,000. The purchase price for each share of common stock and five warrants is $3.68, and the exercise price per Warrant is $5.00. The Warrants shall be initially exercisable beginning on or after July 27, 2021 and expire on January 27, 2026; provided, however, that the total number of the Company’s issued and outstanding shares of Common Stock, multiplied by the NASDAQ official closing bid price of the Common Stock shall equal or exceed $300,000,000 for a three consecutive month period prior to an exercise. The transaction closed on January 28, 2021. The issuance and sale of the Shares and Warrants are exempt from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.

 

On February 6, 2021, Sino-Global Shipping America, Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors specified on the signature page thereto (the “Investors”) pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, in a registered direct offering, an aggregate of 1,998,500 shares (the “Shares”) of the common stock of the Company, no par value per share (“Common Stock”), at a purchase price of $6.805 per Share, for aggregate gross proceeds to the Company of $13,599,792.50. The Company also agreed to sell to the Investors warrants to purchase up to an aggregate of 1,998,500 shares of Common Stock at an exercise price of $6.805 per share (the “Warrants”). The Warrants shall be initially exercisable upon issuance and expire five and a half (5.5) years from the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. The offering of the Shares is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-222098), which was originally filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2017 and was declared effective by the Commission on February 16, 2018. The offering of the Warrants is being made pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

 

Item 6. Selected Financial Data

 

The Company is not required to provide the information required by this item because the Company is a smaller reporting company. 

 

11

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis of our company’s financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.

 

Overview

 

Sino-Global has focused on providing customers with customized shipping agency and freight logistic services but has since begun looking aggressively at diversifying its revenue and service mix by seeking new growth opportunities to expand its business due to increased margin compression. These opportunities have ranged from complementary businesses to other service and product initiatives. In fiscal year 2021, while we continue to provide our current traditional logistics business, we will integrate the traditional business with modern technology to develop new business model.

 

On December 14, 2020, we incorporated a new entity named “Blumargo IT Solution Ltd.” with 80% ownership in partnership with Tianjin Anboweiye Technology Co. to build up hi-tech and information-based logistic services to meet the higher and complicate demand of customers. On June 30, 2021, we increased the ownership to 100%.

 

On April 13, 2021, we formed a joint venture in which the Company owned 99% equity interest of Hainan Saimeinuo Trading Co., Ltd., in the free tax zone in Hainan Province, China, with a register capital of approximately $1.5 million. This subsidiary primarily engages in freight logistics services. 

 

On April 21, 2021, we entered into a cooperation agreement with Mr. Bangpin Yu to set up a 51% owned joint venture in U.S. named “Brilliant Warehouse Service Inc” to support our freight logistics services in the U.S.

 

Starting from March 2021, we are pursuing the development of blockchain technology to leverage information technology and other innovative technologies in our business platform. These types of technology may be helpful in expanding our traditional logistics service expertise.

 

Over the last two months, national and local governments in China have gradually restricted and banned cryptocurrency mining operations, causing owners of servers like the Products to cease operations. The Company has been advised that the operation of the mining has been paused by Yanghuai, which had continued to operate the products on behalf of us. Based on amended agreement signed by the Company and Yanghuai on September 17, 2021, the Company is not liable for rest of the contract price and has title to half of the products. The Company recorded impairment for the mining equipment in the last quarter of 2021 in the amount of approximately $0.9 million.

 

The outbreak of the novel coronavirus (“COVID-19”) starting from late January 2020 in the PRC has spread rapidly to many parts of the world. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. Given the continually expanding of COVID-19 pandemic in China and United States, our business, results of operations, and financial condition are still adversely affected. The situation remains highly uncertain for any further outbreak or resurgence of COVID-19. It is therefore difficult for us to estimate the impact on our business or operating results that might be adversely affected by any further outbreak or resurgence of COVID-19.

 

The impacts of COVID-19 on our business, financial condition, and results of operations include but are not limited to, the following:

 

  Our customers have been negatively impacted by the pandemic, which continue to reduce demand for the shipping agency and management as well as freight logistics services in fiscal year 2021. As a result, our revenue, gross profit and net income have been continually impacted in fiscal year 2021. Our revenue and gross profit for the year ended June 30, 2021 were down by approximately $1.4 million, or 21.2%, and $2.7 million, or 93.8%, respectively.

 

  Our suppliers have been and could continue to be negatively impacted by the COVID-19 outbreak, which may continually impact our cost of freight, or result in higher cost of revenue, which may in turn materially adversely affect our financial condition and operating results in coming months.

 

12

 

 

Recent developments:

 

In July 2021, we registered a new company Gorgeous Trading Ltd. which is 100% owned by Sino-Global Shipping New York Inc. This company will be mainly responsible for our smart warehouse and related business in Texas.

 

On August 31, 2021, the company formed a joint venture, Phi Electric Motor, Inc in New York, which is 51% owned by Sino-Global Shipping New York Inc.

 

Company Structure

 

We, founded in 2001, are a non-asset based global shipping and freight logistics integrated solutions provider. We provide tailored solutions and value-added services for our customers to drive efficiency and control in related steps throughout the entire shipping and freight logistics chain. We conduct our business primarily through our wholly-owned subsidiaries in the People’s Republic of China (the “PRC” or “China”) (including Hong Kong) and the U.S., where a majority of our clients are located.

 

We operate in three operating segments, including (1) shipping agency and management services, operated by our subsidiaries in the U.S.; (2) freight logistics services, operated by our subsidiaries in the PRC; and (3) container trucking services, operated by our subsidiaries in the U.S.

 

Our corporate structure diagram as of the date of this report is as below:

Results of Operations

 

Comparison of the Years ended June 30, 2021 and 2020

 

Revenues

 

Revenues decreased by $1,384,924, or approximately 21.2%, from $6,535,956 for the year ended June 30, 2020 to $5,151,032 for the same period in 2021. The decrease was primarily due to the loss of revenue from several customer contracts for our shipping management services and no revenue generated from our container trucking services during the period. One of our shipping management services contracts we entered into with customers starting in the first quarter of fiscal year 2020 expired during the year. The decrease was also due to the decrease in revenues from container trucking services as our service contracts with customers had expired and there was no new business for this segment partly because of the stalled trade negotiations between the U.S. and China. As some of our existing freight logistics services contacts has been executed during the year ended June 30, 2021, this segment was our main revenue source for the year ended June 30, 2021.

 

13

 

 

The following tables present summary information by segments mainly regarding the top-line financial results for the years ended June 30, 2021 and 2020:

 

   For the Year ended June 30, 2021 
   Shipping
Agency and
Management
Services
   Freight
Logistics
Services
   Container
Trucking
Services
   Total 
Net revenues  $206,845   $4,944,187   $             -   $5,151,032 
Cost of revenues  $176,968   $4,797,427   $-   $4,974,394 
Gross profit  $29,878   $146,760   $-   $176,638 
Depreciation and amortization  $299,934   $36,300   $-   $336,234 
Total capital expenditures  $130,076   $407,954   $-   $554,030 
Gross margin %   14.4%   3.0%   -%   3.4%

 

   For the Year ended June 30, 2020 
   Shipping
Agency and
Management
Services
   Freight
Logistics
Services
   Container
Trucking
Services
   Total 
Net revenues  $2,105,651   $4,368,596*  $61,709   $6,535,956 
Cost of revenues  $827,690   $2,795,859*  $55,314   $3,678,863 
Gross profit  $1,277,961   $1,572,737   $6,395   $2,857,093 
Depreciation and amortization  $340,421   $7,684   $54,189   $402,294 
Total capital expenditures  $6,984   $-   $-   $6,984 
Gross margin%   60.7%   36.0%   10.4%   43.7%

 

 

* For the year ended June 30, 2020, gross revenues and gross cost of revenues related to these contracts amounted to approximately $25.8 million and $24.3 million, respectively. There was no such transaction for the year ended June 30, 2021.

 

   % Changes For the Year ended June 30, 2021 to 2020 
   Shipping
Agency and
Management
Services
   Freight
Logistics
Services
   Container
Trucking
Services
   Others   Total 
Net revenues   (90.2)%   13.2%   (100.0)%   0.0%   (21.2)%
Cost of revenues   (78.6)%   71.6%   (100.0)%   0.0%   35.2%
Gross profit   (97.7)%   (90.7)%   (100.0)%   0.0%   (93.8)%
Depreciation and amortization   (11.9)%   (372.4)%   (100.0)%   0.0%   (16.4)%
Total capital expenditures   1,848.3%   100.0%   0.0%   0.0%   7,689.4%
Gross margin%   (46.2)%   (33.0)%   (10.4)%   0.0%   (40.3)%

 

Disaggregated information of revenues by geographic locations are as follows:

 

   For the Years Ended 
   June 30,   June 30, 
   2021   2020 
PRC   4,921,022    4,368,596 
U.S.   230,010    2,167,360 
Total revenues  $5,151,032   $6,535,956 

 

14

 

 

Revenues

 

(1) Shipping Agency and Management Services

 

For the years ended June 30, 2021 and 2020, shipping agency and management services generated revenues of $206,845 and $2,105,651, respectively, representing an approximately 90.2% decrease in revenues. The decrease in this segment was because the shipping agency and management services agreements we entered in fiscal year 2020 have expired and were not renewed due to the uncertainty of the shipping management market which has been negatively impacted by the COVID-19 pandemic.

 

(2) Revenues from Freight Logistics Services

 

Freight logistics services primarily consist of cargo forwarding, brokerage and other freight services. During the year ended June 30, 2021, revenues increased by approximately 13.2% compared to the same period in 2020. The increase was due to increase from our major customer due to its shipping demand in China. In addition, we established a wholly owned entity in March 2021 and formed two joint ventures in April 2021 to support our freight logistics services. We believe our revenues from freight logistics services will continue to grow with the operations of these three entities.

 

For the year ended June 30, 2020, we acted as an agent in arranging the relationship between the customers and the third-party service providers and did not control the services rendered to the customers and our revenues on freight logistics contacts were accounted for on a net basis. For all the freight logistics services that we provided to our clients for the year ended June 30, 2021, we acted as the principal and controlled the freight logistics services which we can recognize our revenue much faster in comparison with the same period in 2020.

 

(3) Revenues from Container Trucking Services

 

For the years ended June 30, 2021 and 2020, revenues generated from container trucking services were nil and $61,709, respectively. Overall revenues from this segment decreased by $61,709 or 100.0%. The decrease in revenues from this segment was primarily due to expiration of container trucking services contracts with our customers as the pending trade negotiations between the U.S. and China. The related gross profit decreased by $6,395 from $6,395 gross profit for the year ended June 30, 2020 to nil for the same period in 2021. We do not expect an increase in revenue from this segment in the foreseeable future due to the current U.S. and China trade dynamics. However, we plan to continue to provide services on an as needed basis on short-term contracts. 

 

Operating Costs and Expenses

 

Operating costs and expenses decreased by $12,863,192 or approximately 53.0%, from $24,274,060 for the year ended June 30, 2020 to $11,410,868 for the year ended June 30, 2021. This decrease was mainly due to the decrease in selling expenses, impairment loss of fixed assets and intangible asset, provision for doubtful accounts and stock-based compensation, offset by cost of revenues and general and administrative expenses as discussed below. 

 

The following table sets forth the components of our costs and expenses for the periods indicated:

 

   For the Years Ended June 30, 
   2021   2020   Change 
   US$   %   US$   %   US$   % 
Revenues   5,151,032    100.0%   6,535,956    100.0%   (1,384,924)   (21.2)%
Cost of revenues   4,974,394    96.6%   3,678,863    56.3%   1,295,531    35.2%
Gross margin   3.4%   N/A    43.7%   N/A    (40.3)%   N/A 
Selling expenses   297,906    5.8%   393,617    6.0%   (95,711)   (24.3)%
General and administrative expenses   5,605,670    108.8%   3,386,690    51.8%   2,218,980    65.5%
Impairment loss of fixed assets and intangible asset   855,230    16.6%   327,632    5.0%   527,598    161.0%
Provision for doubtful accounts, net of recovery   (321,168)   (6.2)%   14,910,502    228.1%   (15,231,670)   (102.2)%
Stock-based compensation   -    -    1,576,756    24.1%   (1,576,756)   (100.0)%
Total costs and expenses   11,412,032    221.6%   24,274,060    371.3%   (12,862,028)   (53.0)%

 

15

 

 

Cost of Revenues

 

Cost of revenues consisted primarily of freight costs to various freight carriers, cost of labor, other overhead and sundry costs. Cost of revenues was $4,974,394 for the year ended June 30, 2021, an increase of $1,295,531, or approximately 35.2%, as compared to $3,678,863 for the same period in 2020. The overall cost of revenues as a percentage of our revenues increased from approximately 56.3% for the year ended June 30, 2020, to approximately 96.6% for the same period in 2021. The increase of costs was mainly due to the fact that the costs of our PRC domestic and export services to our freight carriers were higher for the year ended June 30, 2021 compared to the same period in 2020 due to the overall increase in freight costs by shipping carriers since the pandemic while we are not able to transfer all the costs to our customers. In addition, our gross margin further decreased due to decrease in shipping management segment where we have incurred certain fixed cost. As a result, our gross profit margin decreased by approximately 40.3% from approximately 43.7% for the year ended June 30, 2020 to approximately 3.4% for the same period in 2021.

 

Selling Expenses

 

Our selling expenses consisted primarily of salaries and travel expenses for our sales representatives. For the year ended June 30, 2021, we had $297,906 of selling expenses, as compared to $393,617 for the same period in 2020, which represents a decrease of $95,711 or approximately 24.3%. The decrease was mainly due to approximately $96,000 decrease in salaries and travel expenses as we have fewer employees and limited activities for our selling team under COVID-19 comparing to the same period of 2020.

 

General and Administrative Expenses 

 

Our general and administrative expenses consist primarily of salaries and benefits, travel expenses for administration department, office expenses, regulatory filing and professional service fees including audit, legal and IT consulting. For the year ended June 30, 2021, we had $5,605,670 of general and administrative expenses, as compared to $3,386,690 for the same period in 2020, representing an increase of $2,218,980, or approximately 65.5%. The increase was mainly due to the increase in professional expenses of approximately $1,415,000 as we spend more resources on business development to expand our business, with expenses including due diligence and professional fees for seeking potential acquisition target, and consulting expenses for new business development, the increase in employees, offices and other general and administrative expenses of approximately $1,150,000 as we hired more employees and opened more office locations to expand our freight logistics services, offset by the decrease in IT expense of approximately $324,000.

 

Impairment loss of fixed assets and intangible asset

 

For the year ended June 30, 2020, we recorded $327,632 of impairment loss of fixed assets and intangible asset due to the continued decrease in revenues generated from the inland transportation management segment. Impairment loss of $855,230 was recorded for the year ended June 30, 2021 mainly for our mining equipment as a result of regulation change in China to ban cryptocurrency mining. 

 

Provision for Doubtful Accounts, net of recovery

 

We made $1,378,459 provision for doubtful accounts for accounts receivable and $3,098,852 for long term deposits offset by the recoveries of other receivable of $4,798,479 for the year ended June 30, 2021 compared to $15,051,209 provision for doubtful accounts and offset by the recoveries of accounts receivable of $99,366 and other receivable - related party of $41,341 for the same period in 2020, a decrease of $15,231,670, or approximately 102.2%. This change is mainly due to collection of other receivables.

 

Stock-based Compensation

 

Stock-based compensation was nil for the year ended June 30, 2021, a decrease of $1,576,756 or 100.0%, as compared to $1,576,756 for the same period in 2020. Stock-based compensation decreased significantly from the year ended June 30, 2020 to the same period in 2021 because no stock award was granted.

 

Operating loss

 

We had an operating loss of $6,261,000 for the year ended June 30, 2021, compared to $17,738,104 for the same period in 2020. Such change was the result of the combination of the changes discussed above.

 

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Other expenses, net

 

Total other expenses, net was $508,597 for the year ended June 30, 2021, an increase of approximately $504,075 or 11,147%, as compared to $4,522 for the same period in 2020. The change was caused by increase in other expenses due to the increase in a settlement payment of a dispute on cooperative profit sharing of approximately $0.8 million. The increase was offset by the PPP loan forgiveness which we recorded as a gain of approximately $0.1 million and the income generated from cryptocurrencies mining of approximately $0.3 million.

 

Taxation

 

We recorded income tax expense $3,450 and $186,021 for the years ended June 30, 2021 and 2020, respectively.

 

We have incurred a cumulative U.S. federal NOL of approximately $6,456,000 as of June 30, 2020, which may reduce future federal taxable income. The NOL generated prior to the year ended June 30, 2017 amounted to approximately $1,400,000 will expire in 2037 and the remaining balance carried forward indefinitely. During the year ended June 30, 2021, approximately $6,087,000 of additional NOL was generated and the tax benefit derived from such NOL was approximately $1,278,000.

 

Our operations in China have incurred a cumulative a cumulative NOL of approximately $5,961,000 as of June 30, 2020, which may reduce future taxable income. The NOL amounted to approximately $700,000 start expiring from 2023 and the remaining balance of NOL will be expired by 2026. During the year ended June 30, 2021, approximately $65,000 of additional NOL was generated and the tax benefit derived from such NOL was approximately $16,000.

 

We periodically evaluate the likelihood of the realization of deferred tax assets, and reduce the carrying amount of the deferred tax assets by a valuation allowance to the extent we believe a portion will not be realized. Management considers new evidence, both positive and negative, that could affect our future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. We determined that it is more likely than not our deferred tax assets could not be realized due to uncertainty on future earnings as a result of the deterioration of trade negotiation between the U.S. and China. We provided a 100% allowance for its deferred tax assets as of June 30, 2021. The net increase in valuation for the year ended June 30, 2021 amounted to approximately $1,890,000 based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized.

 

Net loss

 

As a result of the foregoing, we had a net loss of $6,773,047 for the year ended June 30, 2021, compared to $17,928,647 for the same period in 2020. After the deduction of non-controlling interest, net loss attributable to us was $6,823,343 for the year ended June 30, 2021, compared to $16,452,894 for the same period in 2020. Comprehensive loss attributable to us was $6,364,762 for the year ended June 30, 2021, compared to $16,943,111 for the same period in 2020.

 

Liquidity and Capital Resources

 

Cash Flows and Working Capital

 

As of June 30, 2021, we had $44,837,317 in cash (cash on hand and cash in bank). We held approximately 98.6% of our cash in banks located in the U.S., Australia and Hong Kong and held approximately 1.4% of our cash in banks located in the PRC.

 

As of June 30, 2021, we had the following loans outstanding:

 

Loans  Maturities   Interest
rate
   June 30,
2021
 
Small business administration loan  May 2050    3.75%  $155,405 

 

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The following table sets forth a summary of our cash flows for the periods as indicated:

 

   For the Years Ended
June 30,
 
   2021   2020 
Net cash used in operating activities  $(4,150,112)  $(3,896,534)
Net cash used in investing activities  $(6,040,185)  $(1,358)
Net cash provided by financing activities  $54,200,082   $1,220,601 
Effect of exchange rate fluctuations on cash  $696,350   $(334,177)
Net increase (decrease) in cash  $44,706,135   $(3,011,468)
Cash at the beginning of year  $131,182   $3,142,650 
Cash at the end of year  $44,837,317   $131,182 

 

The following table sets forth a summary of our working capital:

 

   June 30,   June 30,         
   2021   2020   Variation   % 
Total Current Assets  $46,867,349   $1,913,319   $44,954,030    2,349.5%
Total Current Liabilities  $5,343,648   $5,808,865   $(465,217)   (8.0)%
Working Capital (Deficit)  $41,523,701   $(3,895,546)  $45,419,247    (1,165.9)%
Current Ratio   8.77    0.33    8.44     2,562.5 8%

 

In assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. As of June 30, 2021, our working capital was approximately $41.5 million and we had cash of approximately $44.8 million. We believe our revenues and operations will continue to grow and the current working capital is sufficient to support our operations and debt obligations as they become due for at least the next twelve months.

 

Operating Activities 

 

Our net cash used in operating activities was approximately $4.1 million for the year ended June 30, 2021. The operating cash outflow for the year ended June 30, 2021 was primarily attributable to our net loss of $6.8 million, non-cash items of approximately $1.0 million such as depreciation and amortization and impairment. We had an increase in advances to suppliers - third parties as we made advances to our suppliers of approximately $1.3 million, and a decrease in accrued expenses and other current liabilities of approximately $1.1 million offset by a decrease in other receivables of approximately $4.2 million as we collected our outstanding balances.

 

Our net cash used in operating activities was approximately $3.9 million for the year ended June 30, 2020 compared to net cash used in operating activities of approximately $4.3 million for the same period in 2019. The operating cash outflow for the year ended June 30, 2020 was primarily attributable to our net loss of approximately $17.9 million, of which approximately $1.6 million of stock compensation expense, approximately $0.3 million of impairment loss of fixed assets, approximately $0.4 million of depreciation and amortization expenses of fixed assets and intangible asset and approximately $14.9 million for provision of doubtful accounts were non-cash expenses. We had an increase in other receivables of approximately $5.8 million as we prepaid certain costs of commodities on behalf of our customers offset by a decrease of approximately $1.1 million in accounts receivable, approximately $0.4 million of notes receivable and approximately $0.4 million of due from related parties as a result of collections made during the year.

 

Investing Activities

 

Net cash used in investing activities was $6,040,185 for the year ended June 30, 2021 due to the acquisition of property and equipment of approximately $1.5 million, loan receivable of approximately $3.9 million and loan to related party of approximately $0.6 million.

 

Net cash used in investing activities was $1,358 for the year ended June 30, 2020, mainly for the purchase of computer equipment and making office leasehold improvement of $6,984. The cash outflow was offset by proceeds from disposal of vehicle of $5,626.

 

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Financing Activities

 

Net cash provided by financing activities was approximately $54.2 million for the year ended June 30, 2021 due to cash proceeds received from issuance of common stock to private investors for approximately $52.8 million and cash proceeds received from issuance of preferred stock to a private investor for approximately $1.4 million.

 

Net cash provided by financing activities was approximately $1.2 million for the year ended June 30, 2020, due to cash proceeds received from issuance of common stock to a private investor for approximately $0.9 million and approximately $0.3 million from SBA and PPP loans.

 

Critical Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of us and include the assets, liabilities, revenues and expenses of the subsidiaries and VIEs. All intercompany transactions and balances have been eliminated in consolidation.

 

Consolidation of VIE

 

Sino-Global Shipping Agency Ltd., a PRC corporation (“Sino-China”), is considered a variable interest entity (“VIE”), with us as the primary beneficiary. We, through Trans Pacific Shipping Ltd., entered into certain agreements with Sino-China, pursuant to which we receive 90% of Sino-China’s net income.

 

As a VIE, Sino-China’s revenues are included in our total revenues, and any income/loss from operations is consolidated with that of us. Because of contractual arrangements between us and Sino-China, we have a pecuniary interest in Sino-China that requires consolidation of the financial statements of us and Sino-China.

 

We have consolidated Sino-China’s operating results in accordance with Accounting Standards Codification (“ASC”) 810-10, “Consolidation”. The agency relationship between us and Sino-China and its branches is governed by a series of contractual arrangements pursuant to which we have substantial control over Sino-China. Management makes ongoing reassessments of whether we remain the primary beneficiary of Sino-China.

 

Use of Estimates and Assumptions

 

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the our consolidated financial statements include revenue recognition, fair value of stock based compensation, cost of revenues, allowance for doubtful accounts, impairment loss, deferred income taxes, income tax expense and the useful lives of property and equipment. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

 

Revenue Recognition

 

We recognize revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which we expect to be entitled in such exchange. We identified contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. Our revenue streams are recognized at a point in time.

 

We use a five-step model to recognize revenue from customer contracts. The five-step model requires that we (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation.

 

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We continue to derive revenues from sales contracts with customers with revenues being recognized upon performance of services. Persuasive evidence of an arrangement is demonstrated via sales contract and invoice; and the sales price to the customer is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. Our revenues are recognized at a point in time after all performance obligations are satisfied.

 

Contract balances

 

We record receivables related to revenue when we have an unconditional right to invoice and receive payment.

 

Deferred revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized.

 

Taxation

 

Because we and our subsidiaries and Sino-China were incorporated in different jurisdictions, they file separate income tax returns. We use the asset and liability method of accounting for income taxes in accordance with U.S. GAAP. Deferred taxes, if any, are recognized for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. A valuation allowance is provided against deferred tax assets if it is more likely than not that the asset will not be utilized in the future.

 

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense. We had no uncertain tax positions as of June 30, 2021 and 2020.

 

Income tax returns for the years prior to 2016 are no longer subject to examination by U.S. tax authorities.

 

PRC Enterprise Income Tax

 

PRC enterprise income tax is calculated based on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25%. Sino-China and Trans Pacific are registered in PRC and governed by the Enterprise Income Tax Laws of the PRC.

 

PRC Value Added Taxes and Surcharges

 

We are subject to value added tax (“VAT”). Revenue from services provided by the our PRC subsidiaries and affiliates, including Sino-China and Trans Pacific are subject to VAT at rates ranging from 9% to 13%. Entities that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability. Net VAT liability is recorded in taxes payable on the consolidated balance sheets.

 

In addition, under the PRC regulations, our PRC subsidiaries and affiliates are required to pay the city construction tax (7%) and education surcharges (3%) based on the net VAT payments.

 

We prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and assumptions that we believe to be reasonable.

 

Recent Accounting Pronouncements

 

Pronouncements adopted

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes, modifies and adds certain disclosure requirements in Topic 820 “Fair Value Measurement”. ASU 2018-13 eliminates certain disclosures related to transfers and the valuations process, modifies disclosures for investments that are valued based on net asset value, clarifies the measurement uncertainty disclosure, and requires additional disclosures for Level 3 fair value measurements. We adopted this ASU on July 1, 2020 and the adoption has no significant impact to our consolidated financial statements as a whole.

 

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Pronouncements not yet adopted

 

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses standard. The new effective date for these preparers is for fiscal years beginning after July 1, 2023, including interim periods within those fiscal years. We have not early adopted this update and it will become effective on July 1, 2023 assuming we will remain eligible to be smaller reporting company. We are currently evaluating the impact of this new standard on our consolidated financial statements and related disclosures.

 

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. We believe the adoption of this new standard will not have material impact on our consolidated financial statements and related disclosures.

 

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. The amendments in this Update to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for the Company for annual and interim reporting periods beginning July 1, 2022. Early adoption is permitted, but no earlier than fiscal years beginning after July 1, 2021, including interim periods within those fiscal years. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. We believe the adoption of this new standard will not have material impact on our consolidated financial statements and related disclosures.

 

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. We believe the adoption of this new standard will not have material impact on our consolidated financial statements and related disclosures.

 

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after July 1, 2021 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. We are currently evaluating the impact of this new standard on our consolidated financial statements and related disclosures. We believe the adoption of this new standard will not have material impact on our consolidated financial statements.

 

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 8. Financial Statements and Supplementary Data.

 

The Company’s financial statements and the related notes, together with the report of Audit Alliance LLP, are set forth following the signature pages of this Report.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures

 

Management’s Annual Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

 

  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

 

  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors; and

 

  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

As of June 30, 2021, the Company carried out an evaluation, under the supervision of and with the participation of its management, including the Company’s Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing evaluation, Chief Executive Officer and Acting Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms due to ineffective internal controls over financial reporting that stemmed from the following material weaknesses for the year ended and as of June 30, 2021:

 

  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. GAAP personnel in the accounting department to monitor the recording of the transactions;

 

  Lack of resources with technical competency to address, review and record non-routine or complex transactions under U.S. GAAP; and

 

  Lack of management control reviews of the budget against actual with analysis of the variance with a precision that can be explained through the analysis of the accounts.

 

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A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

In order to remediate the material weaknesses stated above, we intend to explore implementing additional policies and procedures, which may include:

 

  Hiring additional accounting staff to report the internal financial timely;

 

  Reporting other material and non-routine transactions to the Board and obtain proper approval;

 

  Recruiting additional qualified professionals with appropriate levels of U.S. GAAP knowledge and experience to assist in resolving accounting issues in non-routine or complex transactions;

 

  Improving internal audit function, internal control policies and monitoring controls including but not limit to the review and supervision of common stock issuance procedures;

 

  Developing and conducting U.S. GAAP knowledge, SEC reporting and internal control training to senior executives, management personnel, accounting departments and the IT staff, so that management and key personnel understand the requirements and elements of internal control over financial reporting mandated by the U.S. securities laws; and

 

  Setting up budgets and developing expectations based on understanding of the business operations, compare the actual results with the expectations periodically and document the reasons of the fluctuations with further analysis. This should be done by CFO and reviewed by CEO, communicated with the Board.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting that occurred during the year ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

23

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Regulation S-K Item 401

 

Lei Cao

Chief Executive Officer and Director

Age - 57

Director since 2001

 

Mr. Cao is our Chief Executive Officer and a Director. Mr. Cao founded our company in 2001 and has been the Chief Executive Officer since that time. Mr. Cao has been Chief Executive officer of our company since its formation. Prior to founding our company, Mr. Cao was a Chief Representative of Wagenborg-Lagenduk Scheepvaart BV, Holland, from 1992 to 1993, Director of the Penavico-Beijing’s shipping agency from 1987 through 1992, and a seaman for Cosco-Hong Kong from 1984 through 1987. Mr. Cao received his EMBA degree in 2009 from Shanghai Jiao Tong University. Mr. Cao was chosen as a director because he is the founder of our company and we believe his knowledge of our company and years of experience in our industry give him the ability to guide our Company as a director.

 

Jing Wang

Independent Director

Age - 73

Director since 2007

 

Mr. Wang currently serves as Chief Economist to China Minsheng Banking Corp., Ltd. and has held this position since December 2002. Mr. Wang was a Chinese Project Advisor for the World Bank from 1990 until 1994. From 1998 through 2000, Mr. Wang was the vice director of Tianjin Security and Futures Supervision Office, in charge of initial public offerings and listing companies. Mr. Wang is an independent director for Tianjin Binhai Energy & Development Co. Ltd., (Shenzhen Stock Exchange: 000695); Tianjin Marine Shipping Co., Ltd. (Shanghai Stock Exchange: 600751), and ReneSola Company (London Stock Exchange: SOLA). Mr. Wang received a Bachelor degree in Economics from Tianjin University of Finance and Economics. The Board believes that Mr. Wang’s economics background and experience working with public companies qualify him to serve a director of the Company.

 

Tieliang Liu

Independent Director

Age - 61

Director since 2013

 

Dr. Liu currently serves as the vice president in charge of accounting and finance to China Sun-Trust Group Ltd. and has held this position since 2001. Dr. Liu was a financial controller for Huaxing Group Ltd from 1998 to 2001. From 1996 through 1998, he was the chief accountant of China Enterprise Consulting Co., Ltd. Before working in industry, Dr. Liu taught accounting and finance in a university for more than ten years and has published dozens of books and articles. Dr. Liu is a CPA in China. He received a PhD, master’s and bachelor’s degrees from Tianjin University of Finance and Economics. Dr. Liu has been chosen to serve as a director because of his accounting and business knowledge and experience in working with small and medium-sized companies.

 

Xiaohuan Huang 

Independent Director

Age - 38

Director since 2020

 

Ms. Huang is presently Vice President of SOS Information Technology New York, Inc. Prior to that, Ms. Huang had been Vice President for China Commercial Credit, Inc. from November 2016 to July 2020, President of Shenzhen Yi Le Gou Mobile Internet Co., Ltd since February 2014 and a Consultant till present, Vice President of Shenzhen Hang Lu Technology Co., Ltd from March 2009 to February 2014 and Channel Manager from August 2007 to March 2009. Ms. Huang holds a Bachelor’s degree in Business Management from Hunan Normal University. Ms. Huang was chosen as a director because of her management skills with companies.

 

24

 

 

Zhikang Huang

Director

Age - 44

Director since 2015

 

Mr. Huang has been our Vice President – Operations since January 28, 2021 and a Class I director since 2015. Prior to that, Mr. Huang had been our Chief Operating Officer since 2010. Prior to 2010, he served as Director of Sino-Global Shipping Australia, for which he was responsible for regional operations, marketing and regulation oversight. From 2006 through 2010, Mr. Huang served as our Company’s Vice President, with duties focused on company operation and strategy, international shipping and marketing. From 2004 through 2006, Mr. Huang served as our Company’s Operations Manager, and from 2002 through 2004, he served as an operator with our Company. Mr. Huang obtained his degree in English from Guangxi University in 1999.

 

Tuo Pan

Acting Chief Financial Officer

Age - 36

 

Ms. Pan is our Acting Chief Financial Officer and a seasoned Certified Public Accountant licensed in Australia. Since 2008, Ms. Pan has overseen the finance and accounting functions of Sino-Global Shipping Australia Pty Ltd. Ms. Pan received her bachelor’s degree in Accounting and Finance and a master’s degree in Advance Accounting from the Curtin University of Technology in Western Australia. From August 2007 to July 2008, Ms. Pan worked as an auditor and project manager of Baker Tilly China Ltd., and participated in various projects from e-Future Information Technology Inc., TMC Education Corporation Ltd, to China Ministry of Commerce, among others.

 

Jing Shan

Chief Operating Officer

Age - 30

 

Ms. Shan has been our Chief Operating Officer since her appointment on August 5, 2021. From July 2019 to July 2021, Ms. Shan was a financial representative at Northwestern Mutual. Prior to that, she was a COO and PR specialist at LineMony Inc. from December 2016 to July 2019. From August 2016 to December 2016, she was an analyst at Wall Street IPO Consultation Inc.

 

Xintang You

Chief Technology Officer

Age - 43

 

Mr. You has more than twenty years of experience in semiconductors and intelligent hardware, cryptocurrency mining server design and ecology. From 2011 to 2020, Mr. You was the Chief Executive Officer of Shenzhen Rayshine Technology and Shenzhen Ethermicro Technology, two companies focused in the cryptocurrency industry. Mr. You has assisted with the development and establishment of Bitmain’s factory in Shenzhen, and his businesses have been strategic suppliers of Bitmain.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities or commodities laws, any laws respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud in connection with any business entity or been subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization, except for matters that were dismissed without sanction or settlement. None of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

 

25

 

 

Board Leadership Structure

 

Mr. Lei Cao currently holds both the positions of Chief Executive Officer and Chairman of the Board. These two positions have not been consolidated into one position; Mr. Cao simply holds both positions at this time. The Board of Directors believes that Mr. Cao’s service as both Chief Executive Officer and Chairman of the Board is in the best interests of the Company and its shareholders. Mr. Cao possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees, customers and suppliers.

 

We do not have a lead independent director because we believe our independent directors are encouraged to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because we are a smaller reporting company; as such, we deem it appropriate to be able to benefit from the guidance of Mr. Cao as both our Chief Executive Officer and Chairman of the Board.

 

Risk Oversight

 

Our Board of Directors plays a significant role in our risk oversight. The Board of Directors makes all relevant Company decisions. As such, it is important for us to have our Chief Executive Officer serve on the Board as he plays a key role in the risk oversight of the Company. As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters.

 

Section 16(a) Beneficial Ownership Reporting Compliance (Regulation S-K Item 405)

 

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended June 30, 2020, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative errors, the following forms were filed late:

 

  Tuo Pan filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.
     
  Lei Nie filed a Form 4 on August 20, 2021 to report transactions that occurred on August 13, 2021.
     
  Tieliang Liu filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.
     
  Xiaohuan Huang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.
     
  Zhikang Huang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.
     
  Jing Wang filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.
     
  Lei Cao filed a Form 4 on August 19, 2021 to report transactions that occurred on August 13, 2021.

 

Regulation S-K Item 406

 

The Company has adopted a Code of Ethics and has filed a copy of the Code of Ethics with the Commission. A copy of the Code of Ethics is also available from the Company’s website (www.sino-global.com) or directly at the following link: https://s25.q4cdn.com/592081264/files/doc_governance/Code-of-Business-Conduct-and-Ethics.pdf.

 

26

 

 

Regulation S-K Item 407(c)(3)

 

None.

 

Regulation S-K Item 407(d)(4) and (5)

 

The Company has an audit committee, consisting solely of the Company’s independent directors, Tieliang Liu, Jing Wang and Xiaohuan Huang, and Jing Shang. Mr. Liu qualifies as the audit committee financial expert. The Company’s audit committee charter is available on the Company’s website (www.sino-global.com) or directly at the following link: https://s25.q4cdn.com/592081264/files/doc_governance/Audit-Committee-Charter.pdf.

 

Item 11. Executive Compensation.

 

The following table shows the annual compensation paid by us to Mr. Lei Cao, our Chief Executive Officer (Principal Executive Officer), Ms. Tuo Pan, our Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Mr. Zhikang Huang, our Vice President, for the years ended June 30, 2021 and 2020.

 

                    Securities-              
                    based     All other        
Name   Year   Salary       Bonus   Compensation     Compensation     Total  
Lei Cao,   2020   $ 135,000 -1   $ -   $       $ -     $ 135,000  

Chief Executive Officer

(Principal Executive Officer)

  2021   $ 425,000 -1   $ 300,000   $ 1,722,000.00     $ -     $ 2,447,000  
                                           
Tuo Pan,   2020   $ 45,000 -2   $ -         $ -     $ 45,000  

Acting Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  2021   $ 171,454 -2   $ 100,000   $ 574,000.00     $ 4,545     $ 845,454  
                                           
Zhikang Huang,   2020   $ 75,000 -3   $ -   $       $ -     $ 75,000  
Vice President and Director   2021   $ 125,000 -3   $ 50,000   $ 459,200.00     $ -     $ 634,200  

 

 

(1)According to the Employment Agreement dated January 1, 2019, Mr. Cao’s annual salary shall be $260,000, effective January 1, 2019.
(2)According to the Employment Agreement dated January 1, 2019, Ms. Pan’s annual salary shall be $100,000, effective January 1, 2019.
(3)According to the Employment Agreement dated January 1, 2019, Mr. Huang’s annual salary shall be $150,000, effective January 1, 2019.

 

Outstanding Equity Awards of Named Executive Officers at Fiscal Year-End

 

As of June 30, 2021, we had four named executive officers, Mr. Lei Cao, our Chief Executive Officer, Ms. Tuo Pan, our Chief Financial Officer, Ms. Jing Shan, our Chief Operating Officer, and Mr. Xintang You, our Chief Technology Officer.

 

On August 13, 2021, the Board of Directors and the Compensation Committee of the Board approved a one-time award of a total of 1,020,000 shares of the common stock from the shares reserved under the Company’s 2014 Stock Incentive Plan (the “Plan”) to the officers, including Chief Executive Officer, Lei Cao, Acting Chief Financial Officer, Tuo Pan, and the following members of the Board for their valuable contributions to the Company in fiscal 2021: Zhikang Huang, Jing Wang, Xiaohuan Huang and Tieliang Liu, effective August 13, 2021.

 

We made the following stock grants under the Plan: (i) Chief Executive Officer, Lei Cao, a one-time stock award grant of 600,000 shares, (ii) acting Chief Financial Officer, Tuo Pan, a one-time stock award grant of 200,000 shares, (iii) Board member, Zhikang Huang, a one-time stock award grant of 160,000 shares, (iv) Board member, Jing Wang, a one-time stock award grant of 20,000 shares, (v) Board member, Xiaohuan Huang, a one-time stock award grant of 20,000 shares, and (vi) Board member, Tieliang Liu, a one-time stock award grant of 20,000 shares.

 

27

 

 

Option Awards (1)

 

Name   Number of
securities
underlying
unexercised
options (#)
exercisable
   Number of
securities
underlying
unexercised
options (#)
unexercisable
   Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)
   Option
Exercise
price ($)
   Option
expiration
date
 
(a)  (b)   (c)   (d)   (e)   (f) 
Lei Cao,                         
Principal Executive Officer                   -                      -                 -                    -                     - 
Tuo Pan,                         
Acting Chief Financial Officer   -    -    -    -    - 
Jing Shan,                         
Chief Operating Officer   -    -    -    -    - 
Xintang You,                         
Chief Technology Officer                         

 

 

(1)Our Company has made stock awards to executive officers. The details are shown as Item 12.

 

Director Compensation for the year ended June 30, 2021(1) 

 

Name  Fees earned or
paid in cash
($)
   Stock
awards
($)
   Option
awards
($)
   All other
compensation
($)
   Total
($)
 
Tieliang Liu   40,000.00    57,400.00           0               0    97,400.00 
Jing Wang   40,000.00    57,400.00    0    0    97,400.00 
Xiaohuan Huang(2)   -    57,400.00    0    0    57,400.00 
Junfeng Xu(3)   

15,000.00

    0    0    0    

15,000.00

 

 

 

(1)This table does not include Mr. Lei Cao, our Chief Executive Officer, because although Mr. Cao is a director and named executive officer, Mr. Cao’s compensation is fully reflected in the Summary Compensation Table. This table does not include Mr. Zhikang Huang, our Vice President, because although Mr. Huang is a director and named executive officer, Mr. Huang’s compensation is fully reflected in the Summary Compensation Table.

(2)Xiaohuan Huang joined the Board of Directors on October 19, 2020.
(3)Junfeng Xu resigned from the Board of Directors on October 19, 2020.

 

Employment Agreements with the Company’s Named Executive Officers

 

Sino-China has employment agreements with each of Mr. Lei Cao, Ms. Tuo Pan, Xintang You, Lie Nie, Zhikang Huang, and Jing Shan. The employment agreements for Mr. Lei Cao and Ms. Tuo Pan provide for five-year terms that extend automatically for one-year period(s) in the absence of termination provided at least 60 days prior to the anniversary date of the agreement. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, then we are obligated to provide at least 30 days’ prior notice. In such case during the initial term of the agreement, we would need to pay such executive (i) the remaining salary through December 31, 2023, (ii) two times of the then applicable annual salary if there has been no Change in Control, as defined in the employment agreements or three-and-half times of the then applicable annual salary if there is a Change in Control.

 

The employment agreements for Xintang You and Lie Nie provide for five-year terms that extend automatically in the absence of termination provided at least 30 days prior to the anniversary date of the agreement. The employment agreement for Zhikang Huang provides for a five-year term that extends automatically for one-year period in the absence of notice of non-renewal provided at least 60 days prior to the anniversary date of the agreement. The employment agreement for Jing Shan provides for a four-year term that extend automatically in the absence of termination provided at least 30 days prior to the anniversary date of the agreement.

 

We are, however, permitted to terminate an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions have resulted in a material adverse effect to us.

 

28

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The below table reflects, as of June 30, 2021, the number of shares of common stock authorized by our shareholders to be issued (directly or by way of issuance of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees and consultants.

 

Plan category  Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)
   Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(b)
   Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)
 
Equity compensation plans under the 2008 Incentive Plan approved by security holders   2,000   $10.05    47,781(1)
                
Equity compensation plans under the 2014 Incentive Plan approved by security holders   15,000   $5.50    110,000(1)
                
Equity compensation plans under the 2021 Incentive Plan approved by security holders
   -   $ -     10,000,000 
                
Equity compensation plans not approved by security holders   -    -    - 

 

 

(1)Pursuant to our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares of our common stock. The 2,000 outstanding options disclosed in the above table are taken from the 2008 Incentive Plan. Pursuant to our 2014 Incentive Plan, we are authorized to issue, in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable for common stock. We have granted options to purchase an aggregate of 30,000 shares of common stock under the 2014 Incentive Plan in July 2016, among which, options to purchase 15,000 shares of common stock have been exercised. In addition, we have issued, in the aggregate, 120,000 shares of common stock to consultants to our Company in 2014, 132,000 shares of common stock to our officers and directors in 2016, 132,000 shares of common stock to our officers and directors in 2018, 26,000 to three employees in 2017 and 316,000 shares of common stock to employees in 2018 under the 2014 Incentive Plan. On September 2021, the board granted 1,020,000 shares of common stock to our officers and directors under the 2014 Incentive Plan. Accordingly, we may issue options to purchase 47,781 shares under the 2008 Incentive Plan, and we may issue 110,000 and 10,000,000 shares of common stock or other securities convertible or exercisable for common stock under the 2014 Incentive Plan and the 2021 Incentive plan respectively.

 

The following table sets forth certain information regarding our shares of common stock beneficially owned as of September 28, 2021, for (i) each stockholder known to be the beneficial owner of 5% or more of the Company’s outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

 

29

 

 

Name and Address  Title of
Class
  Amount of
Beneficial
Ownership
   Percentage
Ownership
 
Mr. Lei Cao (1)(2)  Common   1,021,008    6.32%
Ms. Tuo Pan (1)  Common   239,000    1.45%
Mr. Zhikang Huang (1)  Common   248,000    1.54%
Mr. Jing Wang (1)(3)  Common   46,000    * 
Mr. Liu Tieliang (1)(4)  Common   46,000       * 
Mr. Yafei Li (1)  Common   23,800    * 
Mr. Jianming Li  Common   -    - 
Ms. Xiaohuan Huang  Common   20,000      
Total Officers and Directors (6 individuals)  Common   1,643,808    10.18%

 

 

*Less than 1%.

(1)The individual’s address is c/o Sino-Global Shipping America, Ltd., 1044 Northern Boulevard, Roslyn, New York 11576-1514.
(2)Mr. Cao has received options to purchase 36,000 shares of the Company’s common stock, all of which underlying shares are reflected in this table because they have fully vested.
(3)Mr. Wang has received options to purchase 10,000 shares of the Company’s common stock, all of which underlying shares are reflected in this table because they have fully vested.
(4)Mr. Liu has received options to purchase 10,000 shares of the Company’s common stock, 8,000 of which have fully vested.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

The Board of Directors maintains a majority of independent directors who are deemed to be independent under the definition of independence provided by NASDAQ Stock Market Rule 4200(a)(15). Other than as described herein, no transactions required to be disclosed under Item 404 of Regulation S-K have occurred since the beginning of the Company’s last fiscal year.

 

In June 2013, the Company signed a five-year global logistic service agreement with Tianjin Zhiyuan Investment Group Co., Ltd. (the “Zhiyuan Investment Group”) and TEWOO Chemical & Light Industry Zhiyuan Trade Co., Ltd. (together with Zhiyuan Investment Group, “Zhiyuan”). Zhiyuan Investment Group is owned by Mr. Zhang, a large shareholder of the Company. In September 2013, the Company executed an inland transportation management service contract with Zhiyuan Investment Group whereby it would provide certain advisory services and help control potential commodities loss during the transportation process. The amount due from Zhiyuan Investment Group as of June 30, 2019 was $484,331 as the Company generated revenue from providing inland transportation management services to Zhiyuan. As of June 30, 2019, the Company provided a 10% allowance for doubtful accounts of the amount due from Zhiyuan. The Company entered into a supplemental service agreement with Zhiyuan to extend the service period to September 1, 2019. No additional agreements have been entered into to extend such service period as of the date of this report.

 

As of June 30, 2021, the Company had payable to the CEO of $10,303 and to the Acting CFO of $2,314, both of which were included in other payable. These payments were made on behalf of the Company for the daily business operational activities.

 

30

 

 

Item 14. Principal Accountant Fees and Services.

 

On October 26, 2020, Audit Alliance LLP (“Audit Alliance”) was appointed as the Company’s independent registered public accounting firm, and the Company’s previous independent auditors, Friedman LLP (“Friedman”), on the same date.

 

During the fiscal year ended June 30, 2020 and through October 26, 2020, there had been (i) no disagreements between the registrant and Friedman on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter of the disagreement in its reports on the registrant’s financial statements for such periods, and (ii) no adverse opinions, qualifications, disagreements or reportable events within the meaning set forth in Item 304(a)(1)(ii), (iv) or (v) of Regulation S-K.

 

Friedman was appointed by the Company to serve as its independent registered public accounting firm for fiscal year ended June 30, 2020. Audit services provided by Friedman for fiscal year of 2020 included the examination of the consolidated financial statements of the Company; and services related to periodic filings made with the Commission. In addition, Friedman provided review services relating to the Company’s quarterly reports. 

 

Audit Fees

 

During fiscal year of 2021, Audit Alliance’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included in periodic reports were $225,000. 

 

During fiscal year of 2020, Friedman LLP’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements included in periodic reports were $254,000.

 

Audit-Related Fees

 

None.

 

Tax Fees

 

Tax fees paid to Rich and Bander LLP related to tax return preparation amounted to $25,000 during fiscal year of 2020.

 

Tax fees paid to Friedman related to tax return preparation amounted to $24,779 during fiscal year of 2020.

 

All Other Fees

 

None.

 

Audit Committee Pre-Approval Policies

 

Before Audit Alliance LLP was engaged by the Company to render audit or non-audit services, the engagement was approved by the Company’s audit committee. All services rendered by Audit Alliance LLP have been so approved.

 

31

 

 

Item 15. Exhibits, Financial Statement Schedules.

 

Number   Exhibit
3.1   Articles of Incorporation of Sino-Global Shipping America, Ltd. (1)
3.2   Articles of Amendment to the Amended and Restated Articles of Incorporation of Sino-Global Shipping America, Ltd. (2)
3.3   Bylaws of Sino-Global Shipping America, Ltd. (3)
4.1   Specimen Certificate for Common Stock (3)
4.2   Form of Series A Warrant to purchase Common Stock dated March 12, 2018. (4)
4.3   Form of Series B Warrant to purchase Common Stock dated March 12, 2018. (4)
4.4   Form of Common Stock Purchase Warrant dated September 17, 2020. (5)
4.5   Form of Warrant to purchase Common Stock. (8)
10.1   Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China. (3)
10.2   Exclusive Marketing Agreement by and between Trans Pacific and Sino-China. (3)
10.3   Proxy Agreement by and among Lei Cao, Mingwei Zhang, the Company and Sino-China. (3)
10.4   Equity Interest Pledge Agreement by and among Trans Pacific, Lei Cao and Mingwei Zhang. (3)
10.5   Exclusive Equity Interest Purchase Agreement by and among the Company, Lei Cao, Mingwei Zhang and Sino-China. (3)
10.6   First Amended and Restated Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China. (3)
10.7   First Amended and Restated Exclusive Marketing Agreement by and between Trans Pacific and Sino-China. (2)
10.8   The Company’s 2008 Stock Incentive Plan. (3)
10.9   The Company’s 2014 Stock Incentive Plan. (6)
10.10   Securities Purchase Agreement dated March 12, 2018. (4)
10.11   Placement Agent Agreement dated March 12, 2018. (4)
10.13   Employment Agreement by and between Mr. Lei Cao and Sino-Global Shipping America, Ltd., dated January 1, 2019. (7)
10.14   Employment Agreement by and between Ms. Tuo Pan and Sino-Global Shipping America, Ltd., dated January 1, 2019. (7)
10.15   Employment Agreement by and between Mr. Lei Nie and Sino-Global Shipping America, Ltd., dated as of January 28, 2021 (12)
10.16   Employment Agreement by and between Mr. Xintang You and Sino-Global Shipping America, Ltd., dated as of January 28, 2021 (12) 
10.17   Employment Agreement by and between Ms. Jing Shan and Sino-Global Shipping America, Ltd., dated as of August 5, 2021 (10)
10.18   Placement Agreement dated February 5, 2021. (8)(9) 
10.19   Securities Purchase Agreement dated February 6, 2021 (8)  
10.20   Securities Purchase Agreement dated February 9, 2021 (9)  
10.21   Purchase and Entrusted Management Agreement by and between Sino-Global Shipping America, Ltd. and Hebei Yanghuai Technology Co., Ltd. dated March 3, 2021 (11) 

10.22

 

Employment Agreement by and between Mr. Zhikang Huang and Sino-Global Shipping America, Ltd., dated January 1, 2019. (7) 

10.23   The Company’s 2021 Stock Incentive Plan (13)
14.1   Code of Ethics of the Company. (3)
21.1   List of subsidiaries of the Company.*
23.1   Consent of Friedman LLP.*
23.2   Consent of Audit Alliance LLP.*
31.1   Certification of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
31.2   Certification of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
32.1   Certifications of CEO pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2   Certification of CFO pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

32

 

 

 

*Filed herewith.
**This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
(1)Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 27, 2014.
(2)Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2020.
(3)Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611.
(4)Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 12, 2018
(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2020.
(6)Incorporated by reference to the Company’s Form S-8 filed on April 23, 2014.
(7)Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2019.
(8) Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 8, 2021.
(9) Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 10, 2021.
(10) Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 9, 2021.
(11) Incorporated by reference to the Company’s Current Report on Form 10-Q filed on May 13, 2021.
(12) Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 29, 2021.
(13) Incorporated by reference to the Company’s Registration Statement on Form S-8, Registration No. 333-259130.

 

33

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SINO-GLOBAL SHIPPING AMERICA, LTD.
     
September 28, 2021 By: /s/ Lei Cao
    Lei Cao
    Chief Executive Officer
    (Principal Executive Officer)

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

September 28, 2021 By: /s/ Lei Cao
    Lei Cao
    Chief Executive Officer & Chairman of the Board
    (Principal Executive Officer)
     
September 28, 2021 By: /s/ Tuo Pan
    Tuo Pan
    Acting Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
     
September 28, 2021 By /s/ Jing Shan
    Chief Operating Officer
     
September 28, 2021 By: /s/ Jing Wang
    Jing Wang
    Director
     
September 28, 2021 By: /s/ Xiaohuan Huang
    Xiaohuan Huang
    Director
     
September 28, 2021 By: /s/ Tieliang Liu
    Tieliang Liu
    Director
     
September 28, 2021 By: /s/ Zhikang Huang
   

Zhikang Huang

   

Vice President and Director

 

34

 

 

  

UEN: T12LL1223B       GST Reg No : M90367663E

Tel: (65) 6227 5428

20 Maxwell Road, #11-09, Maxwell House, Singapore 069113

Website : www.allianceaudit.com

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Sino-Global Shipping America, Ltd.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Sino-Global Shipping America, Ltd. and its subsidiaries (collectively, the “Company”) as of June 30, 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021, and the results of its operations and its cash flows for the year ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Very truly yours,

 

/s/ Audit Alliance LLP

 

We have served as the Company’s auditor since October 28, 2020

Singapore

September 28, 2021

  

F-1

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Board of Directors and Stockholders

Sino-Global Shipping America, Ltd.

  

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Sino-Global Shipping America, Ltd. and Affiliates (collectively, the “Company”) as of June 30, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in equity (deficiency) and cash flows for each of the years in the two-year period ended June 30, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Consideration of the Company’s Ability to Continue as a Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had incurred significant working capital deficiency, recurring losses from operations and accumulated deficit at June 30, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. If the Company is unable to successfully obtain the necessary additional financial support as specified in Note 2, there could be a material adverse effect on the Company.

  

/s/ Friedman LLP

 

We have served as the Company’s auditor since 2007

 

New York, New York

October 13, 2020

 

 

 

F-2

 

 

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATES

 

CONSOLIDATED BALANCE SHEETS

 

   June 30,   June 30, 
   2021   2020 
Assets        
Current assets        
Cash  $44,837,317   $131,182 
Cryptocurrencies   261,338    
-
 
Accounts receivable, net   113,242    1,155,948 
Other receivables, net   2,558    51,034 
Advances to suppliers - third parties   880,000    48,875 
Prepaid expenses and other current assets   341,992    90,382 
Due from related party, net   430,902    435,898 
Total Current Assets   46,867,349    1,913,319 
           
Property and equipment, net   757,257    523,290 
Right-of-use assets   417,570    300,114 
Intangible assets, net   
-
    26,389 
Other long-term assets - deposits   115,971    2,974,990 
Loan receivable related parties   4,644,969    
-
 
Total Assets  $52,803,116   $5,738,102 
           
Liabilities and Equity          
           
Current Liabilities          
Deferred revenue  $471,516   $67,083 
Accounts payable   574,857    487,692 
Lease liabilities - current   192,044    204,391 
Taxes payable   3,572,419    3,280,348 
Accrued expenses and other current liabilities   529,777    1,643,319 
Loan payable - current   3,035    126,032 
Total current liabilities   5,343,648    5,808,865 
           
Lease liabilities - noncurrent   237,956    132,699 
Loan payable - noncurrent   152,370    154,438 
           
Total liabilities   5,733,974    6,096,002 
           
Commitments and Contingencies   
 
    
 
 
           
Equity (Deficiency)          
Preferred stock, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2021 and June 30, 2020, respectively   
-
    
-
 
Common stock, 50,000,000 shares authorized, no par value; 15,132,113 and 3,718,788 shares issued and outstanding as of June 30, 2021 and 2020, respectively*   82,555,700    28,414,992 
Additional paid-in capital   2,334,962    2,334,962 
Subscription receivable   
-
    (59,869)
Accumulated deficit   (30,244,937)   (23,421,594)
Accumulated other comprehensive loss   (625,449)   (1,084,030)
Total Sino-Global Shipping America Ltd. Stockholders’ Equity   54,020,276    6,184,461 
           
Non-controlling Interest   (6,951,134)   (6,542,361)
           
Total Equity (Deficiency)   47,069,142    (357,900)
           
Total Liabilities and Equity (Deficiency)  $52,803,116   $5,738,102 

  

 

*Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split on July 7, 2020.

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

F-3

 

 

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATES

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   For the Years Ended 
   June 30, 
   2021   2020 
Net revenues  $5,151,032   $6,535,956 
Cost of revenues   (4,974,394)   (3,678,863)
Gross profit   176,638    2,857,093 
           
Selling expenses   (297,906)   (393,617)
General and administrative expenses   (5,605,670)   (3,386,690)
Impairment loss of fixed assets and intangible asset   (855,230)   (327,632)
Recovery (provision) for doubtful accounts, net   321,168    (14,910,502)
Stock-based compensation   -    (1,576,756)
Total operating expenses   (6,437,638)   (20,595,197)
           
Operating loss   (6,261,000)   (17,738,104)
           
Other expenses, net   (508,597)   (4,522)
           
Net loss before provision for income taxes   (6,769,597)   (17,742,626)
           
Income tax expense   (3,450)   (186,021)
           
Net loss   (6,773,047)   (17,928,647)
           
Net income (loss) attributable to non-controlling interest   50,296    (1,475,753)
           
Net loss attributable to Sino-Global Shipping America, Ltd.  $(6,823,343)  $(16,452,894)
           
Comprehensive loss          
Net loss  $(6,773,047)  $(17,928,647)
Other comprehensive loss - foreign currency   (488)   (383,203)
Comprehensive loss   (6,773,535)   (18,311,850)
Less: Comprehensive loss attributable to non-controlling interest   (408,773)   (1,368,739)
Comprehensive loss attributable to Sino-Global Shipping America, Ltd.  $(6,364,762)  $(16,943,111)
           
Loss per share          
Basic and diluted*  $(0.79)  $(4.78)
           
Weighted average number of common shares used in computation          
Basic and diluted*   8,634,513    3,442,448 

 

 

*Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split on July 7, 2020.

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

F-4

 

 

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATES

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY)

 

                   Additional                   Accumulated
other
         
   Preferred Stock   Common Stock   paid-in   Treasury Stock   Subscription   Accumulated   comprehensive   Noncontrolling     
   Shares   Amount   Shares*   Amount   capital   Shares   Amount   receivable   deficit   loss   interest   Total 
BALANCE, June 30, 2019   -   $
-
    3,210,907   $26,523,830   $2,066,906    (35,099)  $(417,538)  $
-
   $(6,968,700)  $(671,106)  $(5,173,622)  $15,359,770 
Stock based compensation to employee   -    
-
    114,000    371,900    
-
    -    
-
    
-
    
-
    
-
    
-
    371,900 
Stock based compensation to consultants   -    
-
    228,980    936,800    
-
    -    
-
    
-
    
-
    
-
    
-
    936,800 
Amortization of shares issued to consultants   -    
-
    -    
-
    268,056    -    
-
    
-
    
-
    
-
    
-
    268,056 
Issuance of common stock to private investor   -    
-
    200,000    1,000,000    
-
    -    
-
    (59,869)   
-
    
-
    
-
    940,131 
Cancellation of treasury stock   -    
-
    (35,099)   (417,538)   
-
    35,099    417,538    
-
    
-
    
-
    
-
    
-
 
Foreign currency translation   -    
-
    -    
-
    
-
    -    
-
    
-
    
-
    (412,924)   29,721    (383,203)
Net loss   -    
-
    -    
-
    
-
    -    
-
    
-
    (16,452,894)   
-
    (1,398,460)   (17,851,354)
BALANCE, June 30, 2020   -    
-
    3,718,788    28,414,992    2,334,962    -    
-
    (59,869)   (23,421,594)   (1,084,030)   (6,542,361)   (357,900)
Issuance of preferred stock to private investor   860,000    1,427,600    -    
-
    
-
    -    
-
    
-
    
-
    
-
    
-
    1,427,600 
Issuance of common stock to private investor   -    
-
    9,020,456    47,909,208    
-
    -    
-
    59,869    
-
    
-
    
-
    47,969,077 
Conversion of preferred stock into common stock   (860,000)   (1,427,600)   860,000    1,427,600    
-
    -    
-
    
-
    
-
    
-
    
-
    
-
 
Exercise of stock warrants   -    
-
    1,532,869    4,803,900    
-
    -    
-
    
-
    
-
    
-
    
-
    4,803,900 
Foreign currency translation   -    
-
    -    
-
    
-
    -    
-
    
-
    
-
    458,581    (459,069)   (488)
Net loss   -    -    -    -    -    -    -    -    (6,823,343)   -    50,296    (6,773,047)
BALANCE, June 30, 2021   -   $
-
    15,132,113   $82,555,700   $2,334,962    -   $
-
   $
-
   $(30,244,937)  $(625,449)  $(6,951,134)  $47,069,142 

 

 

*Shares and per share data are presented on a retroactive basis to reflect the 1-for-5 reverse stock split on July 7, 2020.

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

F-5

 

 

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Years Ended 
   June 30, 
   2021   2020 
Operating Activities        
Net loss  $(6,773,047)  $(17,928,647)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based compensation   
-
    1,576,756 
Depreciation and amortization   432,941    402,294 
Non-cash lease expense   169,572    151,866 
(Recovery) provision for doubtful accounts, net   (321,168)   14,910,502 
Impairment loss of fixed assets and intangible asset   855,230    327,632 
Gain from loan forgiveness   (124,570)   
-
 
Loss on disposal of fixed assets   6,312    
-
 
Changes in assets and liabilities          
Cryptocurrencies   (261,338)   
-
 
Notes receivable   
-
    386,233 
Accounts receivable   (84,757)   1,078,261 
Other receivables   4,227,239    (5,806,997)
Advances to suppliers - third parties   (830,889)   75,815 
Prepaid expenses and other current assets   (251,065)   315,398 
Other long-term assets - deposits   (224,596)   84,713 
Due from related parties   (320,219)   413,408 
Deferred revenue   403,036    (1,601)
Accounts payable   73,170    (80,420)
Taxes payable   190,995    91,025 
Lease liabilities   (194,167)   (114,840)
Accrued expenses and other current liabilities   (1,122,791)   222,068 
Net cash used in operating activities   (4,150,112)   (3,896,534)
           
Investing Activities          
Acquisition of property and equipment   (1,510,379)   (6,984)
Proceeds from disposal of property and equipment   
-
    5,626 
    Loan receivable - related parties   (4,529,806)   
-
 
Net cash used in investing activities   (6,040,185)   (1,358)
           
Financing Activities          
Proceeds from issuance of preferred stock   1,427,600    940,131 
Proceeds from issuance of common stock   52,772,977    
-
 
Proceeds from loan   
-
    280,470 
Repayment of loan payable   (495)   
-
 
Net cash provided by financing activities   54,200,082    1,220,601 
           
Effect of exchange rate fluctuations on cash   696,350    (334,177)
           
Net increase (decrease) in cash   44,706,135    (3,011,468)
           
Cash at beginning of year   131,182    3,142,650 
           
Cash at end of year  $44,837,317   $131,182 
           
Supplemental information          
Income taxes paid  $
-
   $38,602 
Interest paid  $967   $
-
 
           
Non-cash transactions of operating and investing activities          
Transfer of prepayment to intangible asset  $
-
   $218,678 
Initial recognition of right-of-use assets and lease liabilities  $286,268   $452,042 

  

The accompanying notes are an integral part of these audited consolidated financial statements.

 

F-6

 

 

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. ORGANIZATION AND NATURE OF BUSINESS

 

Founded in the United States (the “U.S.”) in 2001, Sino-Global Shipping America, Ltd., a Virginia corporation (“Sino-Global” or the “Company”), is a global shipping and freight logistics integrated solution provider. The Company provides tailored solutions and value-added services to its customers to drive efficiency and control in related steps throughout the entire shipping and freight logistics chain. The Company conducts its business primarily through its wholly-owned subsidiaries in the People’s Republic of China (the “PRC” or “China”) (including Hong Kong) and the U.S. where a majority of the Company’s clients are located.

 

The Company operates in three operating segments including (1) shipping agency and management services, which are operated by its subsidiaries in the U.S.; (2) freight logistics services, which are operated by its subsidiaries in the PRC; (3) container trucking services, which are operated by its subsidiaries in the U.S.

 

On April 10, 2019, the Company entered into a cooperation agreement with Mr. Weijun Qin, the Chief Executive Officer of a shipping management company in China, to set up a joint venture in New York named State Priests Management Ltd. (“State Priests”), in which the Company will hold a 20% equity interest. On July 26, 2019, the Company signed a revised cooperation agreement with Mr. Weijun Qin which changed the Company’s equity interest in State Priests from 20% to 90%. The Company has not provided any cash contribution to the joint venture and there has been no operation of the joint venture pending the International Ship Safety Management Certificate from the China Classification Society (the “Certificate”). Sino-Global Shipping New York Inc. started providing shipping management related services that do not require certification which includes arranging and coordinating for ship maintenance and inspection this quarter. 

 

On November 6, 2019, the Company signed a revised cooperation agreement with Mr. Weijun Qin to restructure their equity interest in State Priests. Given that State Priests failed to timely obtain the necessary approval from related authorities, Mr. Weijun Qin agreed to exchange 80% equity interest in Sea Continent Management Ltd. (“Sea Continent”), another New York entity Mr. Qin owns for the Company’s 90% equity interest in State Priests. The equity transfer has been consummated. Sea Continent already has the Certificate but has no operations as of June 30, 2020. There has been no capital injection nor operations of State Priests and Sea Continent as of June 30, 2020, therefore no gain or loss has been recognized in the transaction. There has been no operation for Sea Continent for the year ended June 30, 2021.

 

On January 10, 2020, the Company entered into a cooperation agreement with Mr. Shanming Liang, a shareholder of the Company, to set up a joint venture in New York named LSM Trading Ltd., in which the Company holds a 40% equity interest. No investment has been made by the Company as of the date of this report. The new joint venture will facilitate the purchase agricultural related commodities in the U.S. for customers in China and the Company will provide comprehensive supply chain and logistics solutions. There has been no operation for LSM Trading for the years ended June 30, 2021 and 2020.

 

After the close of the stock market on July 7, 2020, the Company effected a l-for-5 reverse stock split of its common stock in order to satisfy continued listing requirements of its common stock on the NASDAQ Capital Market. The reverse stock split was approved by the Company’s board of directors and stockholders and was intended to allow the Company to meet the minimum share price requirement of $1.00 per share for continued listing on the NASDAQ Capital Market. As a result all common stock share amounts included in this filing have been retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of five. Amounts affected include common stock outstanding, including those that have resulted from the stock options, and warrants that convert to common stock.

 

F-7

 

 

On July 31, 2020, the Company deregistered Longhe Ship Management (Hong Kong) Co., Limited (“LSM”) which is 100% own by Sino-Global Shipping (HK) Ltd. (Hong Kong). LSM has not been in operation or carried on business after June 30, 2018. The result of operations of LSM was immaterial for the years ended June 30, 2020 and 2019.

 

On December 14, 2020, the Company incorporated a new entity named “Blumargo IT Solution Ltd.” with 80% ownership in partnership with Tianjin Anboweiye Technology Co. to build up hi-tech and information-based logistic services to meet the higher and complicate demand of customers. On June 30, 2021, the company increased the ownership to 100%.

 

On March 19, 2021, the Company established a wholly owned entity of named “Cullinan Global Logistics Inc” which was set up to support its freight logistics services in the U.S. The Company dissolved Cullinan on June 28, 2021. There was no material operation for the year ended June 30, 2021.

 

Starting from March 2021, the Company started cryptocurrency mining. The Company plans to leverage information technology and other innovative technologies in its business platform. These types of technology may be helpful in expanding its traditional logistics service expertise. Starting from March 2, 2021, the Company accepts Bitcoin as a form of payment for its global shipping, freight, and logistics services. Payments made in Bitcoin will be made at the rate applicable at the payment date.

 

On March 2, 2021, the Company entered into a purchase agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd. (“Yanghuai”) for the purchase of 2,783 digital currency mining servers. The total gross purchase price was $4.6 million. The total computing power will reach 50,440 t/s. After the transaction is completed, Yanghuai will manage and operate the servers at Yanghuai’s site with no further charge from March 10, 2021 through March 9, 2022, after which time Sino-Global may engage Yanghuai to continue providing service for a fee. The first cash payment of approximately $0.9 million was paid within 15 days after the date of signing the Agreement. The second cash payment of approximately $0.9 million will be paid within 15 days after the date of acceptance of the servers and a special VAT invoice provided by Yanghuai. The remaining payment of approximately $2.8 million will be paid in 5 quarters within 10 days following the filing of Form 10-K or Form 10-Q for each of the Company’s financial quarters ending March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, subject to reductions if Yanghuai fails to meet the monthly committed net profit.

 

Over the last two month, national and local governments in China have gradually restricted and banned cryptocurrency mining operations, causing owners of servers like the Products to cease operations. The Company has been advised that the operation of the mining has been paused by the Seller, which had continued to operate the Products on behalf of the Registrant. Based on amended agreement signed by the Company and Yanghuai on September 17, 2021, the Company is not liable for rest of the contract price and has title to half of the products. The Company recorded impairment for the mining equipment in the last quarter of 2021 in the amount of approximately $0.9 million.

 

On March 24, 2021, the Company agreed to acquire a 60% ownership of Super Node LLC, which is a blockchain infrastructure developer and service provider, in cash or stock transaction for $5.0 million subject to valuation. The transaction is subject to the satisfaction of warranties and representations under the purchase agreement. Due to recent regulation of Bitcoin in China, the Company has paused the acquisition.

 

On April 13, 2021, the Company formed a joint venture in which the Company owned 99% equity interest of Hainan Saimeinuo Trading Co., Ltd., in the free tax zone in Hainan Province, China, with a register capital of approximately $1.5 million. This subsidiary primarily engages in freight logistics services. 

 

On April 21, 2021, the Company entered into a cooperation agreement with Mr. Bangpin Yu to set up a joint venture in U.S. named “Brilliant Warehouse Service Inc” to support its freight logistics services in the U.S. The Company has a 51% equity interest in the joint venture.

 

The outbreak of the novel coronavirus (COVID-19) starting from late January 2020 in the PRC has spread rapidly to many parts of the world. In March 2020, the World Health Organization declared the COVID-19 as a pandemic and has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in China and the U.S.. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of the Company’s business operations and its workforce are concentrated in China and the U.S., the Company’s business, results of operations, and financial condition have been adversely affected for the year ended June 30, 2021. The situation remains highly uncertain for any further outbreak or resurgence of the COVID-19. It is therefore difficult for the Company to estimate the impact on the business or operating results that might be adversely affected by any further outbreak or resurgence of COVID-19.

 

F-8

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of the subsidiaries and VIEs. All intercompany transactions and balances have been eliminated in consolidation.

 

Sino-Global Shipping Agency Ltd., a PRC corporation (“Sino-China”), is considered a variable interest entity (“VIE”), with the Company as the primary beneficiary. The Company, through Trans Pacific Shipping Ltd., entered into certain agreements with Sino-China, pursuant to which the Company receives 90% of Sino-China’s net income. Sino-China was designed to operate in China for the benefit of the Company. The Company does not receive any payment from Sino-China unless Sino-China recognizes net income during its fiscal year. These agreements do not entitle the Company to any consideration if Sino-China incurs a net loss during its fiscal year. If Sino-China incurs a net loss during its fiscal year, the Company is not required to absorb such net loss.

 

As a VIE, Sino-China’s revenues are included in the Company’s total revenues, and any income/loss from operations is consolidated with that of the Company. Because of contractual arrangements between the Company and Sino-China, the Company has a pecuniary interest in Sino-China that requires consolidation of the financial statements of the Company and Sino-China.

 

The Company has consolidated Sino-China’s operating results in accordance with Accounting Standards Codification (“ASC”) 810-10, “Consolidation”. The agency relationship between the Company and Sino-China and its branches is governed by a series of contractual arrangements pursuant to which the Company has substantial control over Sino-China. Management makes ongoing reassessments of whether the Company remains the primary beneficiary of Sino-China.

 

The carrying amount and classification of Sino-China’s assets and liabilities included in the Company’s consolidated balance sheets were as follows:

 

   June 30,   June 30, 
   2021   2020 
Current assets:        
Cash  $113,779   $5,022 
Total current assets   113,779    5,022 
           
Deposits   56    1,608 
Property and equipment, net   
-
    41,171 
Total assets  $113,835   $47,801 
           
Current liabilities:          
Other payables and accrued liabilities  $32,939   $39,919 
Total liabilities  $32,939   $39,919 

 

 

F-9

 

 

(b) Fair Value of Financial Instruments

 

The Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3 — Unobservable inputs that reflect management’s assumptions based on the best available information.

 

The carrying value of accounts receivable, other receivables, other current assets, and current liabilities approximate their fair values because of the short-term nature of these instruments.

 

(c) Use of Estimates and Assumptions

 

The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, fair value of stock based compensation, cost of revenues, allowance for doubtful accounts, impairment loss, deferred income taxes, income tax expense and the useful lives of property and equipment. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

 

(d) Translation of Foreign Currency

 

The accounts of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is the U.S. dollar (“USD”) while its subsidiaries in the PRC, including Sino-China, Trans Pacific Shipping Ltd. and Trans Pacific Logistic Shanghai Ltd. report their financial positions and results of operations in Renminbi (“RMB”), its subsidiary Sino-Global Shipping Australia Pty Ltd., reports its financial positions and results of operations in Australian dollar (“AUD”), its subsidiary Sino-Global Shipping Hong Kong reports its financial positions and results of operations in Hong Kong dollar (“HKD”) and its subsidiary Sino-Global Shipping Canada, Inc. reports its financial positions and results of operations in Canadian Dollar (“CAD”). The accompanying consolidated financial statements are presented in USD. Foreign currency transactions are translated into USD using the fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at current exchange rates quoted by the People’s Bank of China at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in effect during the year. The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company, and also included in non-controlling interests.

 

The exchange rates for the years ended June 30, 2021 and 2020 are as follows:

 

   June 30, 
   2021   2020 
Foreign currency  Balance
Sheet
   Profits/Loss   Balance
Sheet
   Profits/Loss 
RMB:1USD   6.4586    6.6228    7.0651    7.0312 
AUD:1USD   1.3342    1.3403    1.4514    1.4924 
HKD:1USD   7.7661    7.7564    7.7505    7.7948 
CAD:1USD   1.2404    1.2830    1.3617    1.3421 

 

F-10

 

 

(e) Cash

 

Cash consists of cash on hand and cash in bank which are unrestricted as to withdrawal or use. The Company maintains cash with various financial institutions mainly in the PRC, Australia, Hong Kong, Canada and the U.S. As of June 30, 2021 and 2020, cash balances of $628,039 and $97,836, respectively, were maintained at financial institutions in the PRC. $201,990 and $8,780 of these balances are not covered by insurance as the deposit insurance system in China only insured each depositor at one bank for a maximum of approximately $70,000 (RMB 500,000). As of June 30, 2021 and 2020, cash balances of $44,203,436 and $25,739, respectively, were maintained at U.S. financial institutions. $43,507,335 and nil of these balances are not covered by insurance, as each U.S. account was insured by the Federal Deposit Insurance Corporation or other programs subject to $250,000 limitations. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company holds its eligible deposit fails. As of June 30, 2021 and 2020, cash balances of $3,698 and $2,029, respectively, were maintained at financial institutions in Hong Kong and were insured by the Hong Kong Deposit Protection Board. As of June 30, 2021 and 2020, cash balances of $693 and $1,116, respectively, were maintained at Australia financial institutions, and were insured as the Australian government guarantees deposits up to AUD 250,000 (approximately $172,000). As of June 30, 2021 and 2020, amount of deposits the Company had covered by insurance amounted to $1,125,838 and $117,940, respectively.

 

(f) Cryptocurrencies

 

Cryptocurrencies, mainly bitcoin, are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for as other revenue of the Company for the year ended June 30, 2021. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

 

Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

 

(g) Receivables and Allowance for Doubtful Accounts

 

Accounts receivable are presented at net realizable value. The Company maintains allowances for doubtful accounts and for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual receivable balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balances, customers’ historical payment history, their current credit-worthiness and current economic trends. Receivables are generally considered past due after 180 days. The Company reserves 25%-50% of the customers balance aged between 181 days to 1 year, 50%-100% of the customers balance over 1 year and 100% of the customers balance over 2 years. Accounts receivable are written off against the allowances only after exhaustive collection efforts. As the Company has focused its development in the shipping management segment, its customer base will be more from smaller privately owned companies that will pay more timely than state owned companies. The Company also considers the economic implications of COVID-19 on its estimates of the allowance and made $1,033,407 and $4,996,606 provision for doubtful accounts for the years ended June 30, 2021 and 2020.There was no write off for year ended June 30, 2021 and wrote off $8,220,754 of accounts receivable for the year ended June 30, 2020. The Company recovered $2,512 and $99,366 of accounts receivable for the year ended June 30, 2021 and 2020 respectively. 

 

F-11

 

 

Other receivables represent mainly customer advances, prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, guarantee deposits on behalf of ship owners as well as office lease deposits. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Other receivables are written off against the allowances only after exhaustive collection efforts. The Company made nil and $10,055,203 allowance for doubtful accounts of other receivables for the years ended June 30, 2021 and 2020, respectively. For the years ended June 30, 2021 and 2020, $11,665 and $1,763 were written off against other receivables, respectively. The Company recovered $4,786,814 and nil of other receivables for the years ended June 30, 2021 and 2020.

 

(h) Property and Equipment, net

 

Property and equipment are stated at historical cost less accumulated depreciation. Historical cost comprises its purchase price and any directly attributable costs of bringing the assets to its working condition and location for its intended use. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

 

Buildings  20 years  
Motor vehicles  3-10 years  
Computer and office equipment  1-5 years  
Furniture and fixtures  3-5 years  
System software  5 years  
Leasehold improvements  Shorter of lease term or useful lives  
Mining equipment  3 years  

 

The carrying value of a long-lived asset is considered impaired by the Company when the anticipated undiscounted cash flows from such asset is less than its carrying value. If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or based on independent appraisals. For the years ended June 30, 2021 and 2020, an impairment of $855,230 and $127,177 were recorded, respectively.

 

(i) Intangible Assets, net

 

Intangible assets are recorded at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the following estimated useful lives:

 

Logistics platform  3 years  

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired. For the years ended June 30, 2021 and 2020, an impairment of nil and $200,455 were recorded, respectively. 

 

(j) Revenue Recognition

 

The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time.

 

The Company uses a five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

F-12

 

 

The Company continues to derive its revenues from sales contracts with its customers with revenues being recognized upon performance of services. Persuasive evidence of an arrangement is demonstrated via sales contract and invoice; and the sales price to the customer is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. The Company’s revenues are recognized at a point in time after all performance obligations are satisfied. 

 

Contract balances

 

The Company records receivables related to revenue when the Company has an unconditional right to invoice and receive payment.

 

Deferred revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized.

 

The Company’s disaggregated revenue streams are described as follows:

 

   For the Years Ended 
   June 30,   June 30, 
   2021