The following discussion and analysis of the 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



We previously focused on providing customized freight logistics services, but
starting in 2017, we began exploring new opportunities to expand our business
and generate more revenue. These opportunities ranged from complementary
businesses to other new service and product initiatives. In the fiscal years
2021 and 2022, while we continued to provide our freight logistics business, we
expanded our services to include warehousing services provided by our US
subsidiary Brilliant Warehouse Service Inc. On January 3, 2022, we changed our
corporate name to Singularity Future Technology Ltd. to align with our entry
into the digital assets business through our U.S. subsidiaries. During 2022, we
engaged in purchases and sales of cryptocurrency mining machines through our
U.S. subsidiaries.



For the fiscal year ended June 30, 2022, we operated in two operating segments,
including (1) freight logistics services, through our subsidiaries in the U.S
and PRC; and (2) purchase and sales of crypto mining machines, through our
subsidiary Thor Miner. For the year ended June 30, 2021, the Company also
engaged in shipping agency and management services, which were carried out by
its subsidiary in the U.S. The Company no longer operates in the shipping agency
segment because it did not receive any new orders for its services due to the
uncertainty of the shipping management market which was negatively impacted

by
the COVID-19 pandemic.



Recent Developments


The following events had a material impact on our financial statements. For other recent developments, see "Item 1. Business - Recent Developments."





                                       13





On January 10, 2022, Thor Miner entered into a purchase agreement with
HighSharp. Pursuant to the agreement, Thor Miner agreed to purchase certain
cryptocurrency mining equipment from HighSharp. In January and April 2022, Thor
Miner made a total prepayment of $35,406,649 for the order. Thor Miner also
entered into a PSA with SOSNY for the purchase of $200,000,000 in crypto mining
rigs and received deposit form SOSNY in the amount of $48,930,000.



Due to production issue from HighSharp, Thor Miner was not able to timely
deliver the products to SOSNY according to the delivery terms of the PSA and was
sued by SOSNY for breach of contract on December 9, 2022. On December 23, 2022,
the Company entered into the Settlement Agreement with SOSNY pursuant to which
the Company paid $13.0 million to SOSNY in exchange for SOSNY dismissing the
lawsuit and will transfer any additional funds it receives from HighSharp to
SOSNY in an amount not to exceed $40,560,569.



As of December 22, 2022, the balance of advance to HighSharp and deposit from
SOSNY amounted to $27,927,583 and $40,560,569, respectively. Thor Miner paid
$13.0 million on December 28, 2022 to SOSNY and wrote off the balance of the
deposit it received from SOSNY and the balance of its payment to HighSharp.

Restatement of Previously Issued Financial Statements





From March to June 2019, the Company's subsidiary Trans Pacific Logistic
Shanghai Ltd ("Trans Pacific Shanghai") received approximately $6.2 million (RMB
40 million) from a related party, Shanghai Baoyin Industrial Co., Ltd.
("Shanghai Baoyin"), to pay for accounts receivable of six different customers
totaling RMB 40 million. Shanghai Baoyin is 30% owned by Wang Qinggang, the CEO
and legal representative of Trans Pacific Shanghai. Trans Pacific Shanghai
subsequently paid RMB 20 million and RMB 10 million to Zhangjiakou Baoyu Trading
Co. Ltd. ("Baoyu"), a third party, in April 2019 and July 2019, respectively,
and it made an additional payment of RMB 10 million to Hebei Baoxie Trading Co.,
Ltd. ("Hebei Baoxie"), a third party, in July 2019.



As such, for the fiscal year ended June 30, 2019, accounts receivable was understated by RMB 40 million, advance to supplier was overstated by RMB 20 million, and other payables from Shanghai Baoyin, a related party, were understated by RMB 20 million. There was an overstatement of RMB 20 million in total assets and an understatement of total liabilities of RMB 20 million.


During the fiscal year ended June 30, 2021, Hebei Baoxie repaid a total of RMB
10 million to Trans Pacific Shanghai, and Trans Pacific Shanghai advanced the
RMB 10 million to Shanghai Baoyin. The RMB 10 million paid to Shanghai Baoyin
was recorded as other receivable, and the RMB 30 million advance to Baoyu was
reclassified from an advance to supplier to other receivable. The Company
provided a full allowance of its receivables totaling RMB 40 million. The
Company evaluated this transaction and determined there is no impact on its
assets, liabilities, or retained earnings as of June 30, 2020.



During the fiscal year ended June 30, 2021, Baoyu repaid a total of RMB 30
million to Trans Pacific Shanghai. The RMB 30 million received was recorded as
recovery of bad debt. Trans Pacific Shanghai then loaned the same amount to
Shanghai Baoyin. Shanghai Baoyin subsequently repaid RMB 4 million to Trans
Pacific Shanghai, and Trans Pacific Shanghai loaned the same amount to Wang
Qinggang. The RMB 30 million received was recorded as recovery of bad debt for
other receivable and the RMB 30 million paid was recorded as a related party
loan receivable.



The Company analyzed the transactions and determined the RMB 30 million was
originally from Shanghai Baoyin and eventually paid back to the same related
parties. Recovery of bad debt and related party loan receivable was overstated
by RMB 30 million for the fiscal year 2021.



The Company restated its fiscal year 2021 financial statements to restate related party loans receivable and bad debt recovery.

Effects of the restatement are as follows:





                                                          As
                                                      Previously
                                                       Reported       Adjustments      As Restated
Consolidate balance sheet as of June 30, 2021

Loan receivable - related parties                    $  4,644,969     $ (4,644,969 )   $          -
Total assets                                         $ 52,803,116     $ (4,644,969 )   $ 48,158,147




                                       14





                                                          As
                                                      Previously
                                                       Reported        Adjustments       As Restated
Consolidated Statement of Stockholder's Equity as
of June 30, 2021

Accumulated deficit                                  $ (30,244,937 )   $ (4,076,825 )   $ (34,321,762 )
Accumulated other comprehensive income (loss)             (625,449 )      

(103,647 )        (729,096 )
Non-controlling Interest                                (6,951,134 )       (464,497 )      (7,415,631 )
Total equity                                         $  47,069,142     $ (4,644,969 )   $  42,424,173




                                                                             As
                                                                         Previously
                                                                          Reported       Adjustments       As Restated
Consolidated statement of oeprations for the year ended June 30, 2021

Recovery (provision) for doubtful accounts, net                         $    321,168     $ (4,529,806 )   $  (4,208,638 )
Net loss                                                                $ (6,773,047 )   $ (4,529,806 )   $ (11,302,853 )
Other comprehensive loss - foreign currency                                     (488 )       (115,163 )   $    (115,651 )
Comprehensive loss                                                      $ 

(6,773,535 ) $ (4,644,969 ) $ (11,418,504 )






                                                                            As
                                                                        Previously
                                                                         Reported       Adjustments       As Restated
Consolidated statement of cash flow for the year ended June 30, 2021
Cash flows from operating activities:
Net loss                                                               $ (6,773,047 )   $ (4,529,806 )   $ (11,302,853 )
(Recovery)/ Provision for doubtful accounts                                (321,168 )      4,529,806         4,208,638
Other receivable                                                          

4,227,239 (4,529,806 ) (302,567 )



Cash flows from investing activities:
Loan receivable - related parties                                      $ (4,529,806 )   $  4,529,806     $           -




Impact of COVID-19


The outbreak of the 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.


In early December 2022, Chinese government eased the strict control measure for
COVID-19, which has led to surge in increased infections and disruption in our
business operations. Any future impact of COVID-19 on the Company's China
operation results will depend on, to a large extent, future developments and new
information that may emerge regarding the duration and resurgence of COVID-19
variants and the actions taken by government authorities to contain COVID-19 or
treat its impact, almost all of which are beyond our control.



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 reduced

their demand for freight logistics services. As a result, our revenue for the

year ended June 30, 2022 was down by approximately $1.2 million, or 22.6%.

? Due to travel restrictions between US and China, our new business development

for existing segments or new ventures has been slowed down.

? Our sales of crypto mining machines were materially adversely affected by

COVID-19. Specifically, Crypto mining machine manufacturers have been impacted

by the constrained supply of the semiconductors used in the production of the

highly specialized crypto mining machines; COVID-related issues have

exacerbated port congestion and intermittent supplier shutdowns and delays,

resulting in delayed shipments and additional expenses to expedite delivery;

as a result, we were unable to fulfil our customer orders on a timely basis,

resulting cancellation of orders and partial refund of purchase price, as


    evident from the settlement in SOSNY.




                                       15





We have been, and may continue to be, negatively impacted by the ongoing
COVID-19, 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.



Any future impact of COVID-19 on the Company's operation results will depend on,
to a large extent, future developments and new information that may emerge
regarding the duration and resurgence of COVID-19 variants and the actions taken
by government authorities to contain COVID-19 or treat its impact, almost all of
which are beyond our control.



Results of Operations


Comparison of the Years Ended June 30, 2022 and 2021





The following table sets forth the results of our operations for the periods
indicated:



                                                        For the Years Ended June 30,
                                    2022                       2021(restated)                     Change
                             US $              %             US $             %             US $              %

Revenues                    3,988,415          100.0 %      5,151,032         100.0 %     (1,162,617 )        (22.6 )%
Cost of revenues            4,136,474          103.7 %      4,974,394          96.6 %       (837,920 )        (16.8 )%
Gross margin                     (3.7 )%         N/A              3.4 %         N/A             (7.1 )%         N/A
Selling expenses              385,890            9.7 %        297,906           5.8 %         87,984           29.5 %
General and
administrative
expenses                    9,301,784          233.2 %      5,605,670      

  108.8 %      3,696,114           65.9 %
Impairment loss of
Cryptocurrencies              170,880            4.3 %              -           0.0 %        170,880          100.0 %
Impairment loss of
fixed assets and right

of use asset                1,006,305           25.2 %        855,230          16.6 %        151,075           17.7 %
Provision for doubtful
accounts, net of
recovery                    1,613,504           40.5 %      4,208,638          81.7 %     (2,595,134 )        (61.7 )%
Stock-based
compensation               10,064,622          252.3 %              -           0.0 %     10,064,622          100.0 %
Total costs and
expenses                   26,679,459          668.9 %     15,941,838         309.5 %     10,737,621           67.4 %




Revenues



Revenues decreased by $1,162,617, or approximately 22.6%, to $3,988,415 for the
year ended June 30, 2022 from $5,151,032 for the year ended June 30, 2021. The
decrease was primarily due to decrease in shipping agency and management
services and freight logistics services.



The following tables present summary information by segments for the years ended
June 30, 2022 and 2021:



                                             For the Year Ended June 30, 2022
                                  Shipping                        Sales of
                                 Agency and        Freight         Crypto
                                 Management       Logistics        Mining
                                  Services        Services        Machines         Total
Net revenues*                   $          -     $ 3,830,615      $ 157,800     $ 3,988,415
Cost of revenues                $          -     $ 4,136,474      $       -     $ 4,136,474
Gross profit                    $          -     $  (305,859 )    $ 157,800     $  (148,059 )
Depreciation and amortization   $          -     $   512,586      $  21,052     $   533,638
Total capital expenditures      $          -     $   840,319      $  34,199     $   874,518
Gross margin                               - %          (8.0 )%       100.0 %          (3.7 )%



* Including related party revenue of $222,963 from Zhejiang Jinbang Fuel Energy


  Co., Ltd for the year ended June 30, 2022.




                                       16





                                             For the Year Ended June 30, 2021
                                  Shipping                        Sales of
                                 Agency and        Freight         Crypto
                                 Management       Logistics        Mining
                                  Services        Services        Machines         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      $    136,076     $   407,954     $        -     $   554,030
Gross margin                            14.4 %           3.0              - %           3.4 %




                                                   %  Changes For the Years

Ended June 30, 2022 and 2021


                                             Shipping                                   Sales of
                                            Agency and              Freight              Crypto
                                            Management             Logistics             Mining
                                             Services              Services             Machines         Total
Net revenues                                      (100.0 )%              (22.5 )%                -         (22.6 )%
Cost of revenues                                  (100.0 )%              (13.8 )%                -         (16.8 )%
Gross profit                                      (100.0 )%             (308.4 )%                -        (183.8 )%
Depreciation and amortization                     (100.0 )%             1312.1 %                 -          58.7 %
Total capital expenditures                        (100.0 )%              106.0 %             100.0 %        57.8 %
Gross margin                                       (14.4 )%              (11.0 )%            100.0 %        (7.1 )%




Disaggregated information of revenues by geographic locations are as follows:



                     For the Years Ended
                  June 30,        June 30,
                    2022            2021
PRC                2,982,691       4,921,022
U.S.               1,005,724         230,010

Total revenues $ 3,988,415 $ 5,151,032






Revenues


Shipping Agency and Management Services


For the years ended June 30, 2022 and 2021, we did not generate any revenue from
shipping agency and management services as we did not receive any new orders for
our services due to the uncertainty of the shipping management market which was
negatively impacted by the COVID-19 pandemic.



Freight Logistics Services



Freight logistics services primarily consist of cargo forwarding, brokerage,
warehouse and other freight services. Revenues from freight logistics services
were $3,830,615 for the year ended June 30, 2022, a decrease of $1,113,572, or
approximately 22.5%, as compared to $4,944,187 for the year ended June 30, 2021.



This decrease in revenue was mainly due to a decrease of approximately $1.9
million from the transportation services of our PRC operations where demand was
impacted by various business disruptions due to the resurgence of COVID-19
variants which caused a decrease in spending by our major customers. The
decrease was offset by approximately $0.8 million of warehouse and logistics
services that we started to provide in the fiscal year 2022 through our
subsidiaries, Gorgeous Trading Ltd. and Brilliant Warehouse Service, Inc.



                                       17




Sales of Crypto Mining Machines





On January 10, 2022, Thor Miner entered into the PSA with SOSNY, a wholly owned
subsidiary of SOS Ltd. Pursuant to the PSA, Thor Miner agreed to sell to SOSNY
certain cryptocurrency mining hardware and other equipment. The total purchase
price was $200,000,000 and the purchase was expected to be completed under
separate purchase orders. Thor Miner made two shipments in June 2022 and we
recognized net revenue of $157,800.  We recognized the sales of cryptocurrency
mining equipment based on a net basis as the manufacturer of the products is
responsible for shipping and custom clearing for the products. Gross revenue and
the gross cost of revenue amounted to $1,483,320 and $1,325,520, respectively,
for the year ended June 30, 2022.



Cost of Revenues



Cost of revenues for our freight logistics services segment mainly consisted of
freight costs to various freight carriers, cost of labor, warehouse rent and
other overhead and sundry costs. Cost of revenues for our freight logistics
services segment was $4,136,474 for the year ended June 30, 2022, a decrease of
$660,953, or approximately 13.8%, as compared to $4,797,427 for the year ended
June 30, 2021 as a result of the decrease in freight costs of our PRC operations
caused by the decrease in shipping volume due to the pandemic.



Our gross margin was (3.7%) and 3.4% for the years ended June 30, 2022 and 2021,
respectively. This decrease in gross margin in freight logistics segment was
mainly due to rising costs for our PRC operations as we are not able to
negotiate better price with our freight carrier due to decrease in volume. In
addition, we started our warehouse services this year and we have higher fixed
costs including warehouse rent and salaries when we are developing the business.



Our cost of revenue for the sale of crypto-mining equipment was nil as we recognized revenue on a net basis and hence the higher margin which increased the Company's margin of (8.0)% from freight logistics segment to (3.7%).

Operating Costs and Expenses





Operating costs and expenses increased by $10,737,621 or approximately 67.4%
from $26,679,459 for the year ended June 30, 2022 compared to $15,941,838 for
the year ended June 30, 2021. This increase was mainly due to the increase in
selling expenses, stock-based compensation, general and administrative expenses
and impairment expenses as more fully discussed below.



Selling Expenses



Our selling expenses consisted primarily of salaries and travel expenses for our
sales representatives. For the year ended June 30, 2022, we had $385,890 in
selling expenses, as compared to $297,906 for the year ended June 30, 2021,
which represents an increase of $87,984 or approximately 29.5%. The increase was
due to an increase of marketing expenses of approximately $0.2 million to
promote our freight logistics business.



General and Administrative Expenses





Our general and administrative expenses consist primarily of salaries and
benefits, travel expenses for our administration department, office expenses,
and regulatory filing and professional service fees for auditing, legal and IT
consulting. For the year ended June 30, 2022, we had $9,301,784 general and
administrative expenses, as compared to $5,605,670 for the year ended June 30,
2021, representing an increase of $3,696,114, or approximately 65.9%. This
significant increase was mainly due to the increase in salaries, wages and
office related costs of approximately $3.0 million as we hired more employees
and rented new warehouses for our subsidiaries Gorgeous Trading Ltd. and
Brilliant Warehouse Service, Inc. This was also due to additional professional
fees of approximately $0.5 million mainly fees made for the Company's special
investigation.


Impairment Loss of Cryptocurrencies





We recorded $170,880 in impairment loss for the year ended June 30, 2022 due to
a recent price drop in bitcoin, which the Company deemed a triggering event

for
impairment testing.



                                       18




Impairment Loss of Fixed Assets and Right of Use Assets





We performed our annual goodwill impairment analysis as of June 30, 2022 and
concluded we had approximately $1.0 million in impairment loss for fixed assets
and right of use assets, as our carrying value exceeds the fair value. The fair
values are determined by income approach where projected future cash flows
discounted at rates commensurate with the risks involved, ("Discounted Cash
Flow" or "DCF" of the income approach). Assumptions used in a DCF analysis
require the exercise of significant judgment, including judgment about
appropriate discount rates and terminal values, growth rates, and the amount and
timing of expected future cash flows.



We recorded impairment loss of $855,230 for the year ended June 30, 2021 primarily for our mining equipment due to a regulation change in China that banned cryptocurrency mining.

Provision for Doubtful Accounts, Net of Recovery


Our total bad debt expenses amounted to approximately $2.0 million, mostly
because we estimated that we cannot timely collect the advances we made to
certain related parties, which includes approximately $1.3 million to Shanghai
Baoyin which is 30% owned by Wang Qinggang, and approximately $0.6 million in
advances to LSM trading Ltd, of which we hold a 40% ownership interest. The
advances were non-interest bearing and due on demand. We had net recovery of
other receivable of approximately $0.4 million from other receivable as we
continued collection of the receivables that were previously reserved. We had
approximately $4.2 million of provision for the fiscal year 2021 for our
accounts receivable and long-term deposits, representing a decrease of
$2,595,134, or approximately 61.7%.



Stock-based Compensation



Stock-based compensation was $10,064,622  for the year ended June 30, 2022, an
increase of $10,064,622 or 100.0%, as compared to nil for the year ended June
30, 2021 due to stock grants to our directors, employees and consultants in

the
fiscal year 2022.


Loss from disposal of subsidiaries and VIE





On December 31, 2021, the Company entered into a series of agreements to
terminate its VIE structure and deconsolidated its formerly controlled entity
Sino-China. The Company controlled Sino-China through its wholly owned
subsidiary Trans Pacific Beijing. The Company made the decision to dissolve the
VIE structure and Sino-China because Sino-China has no active operations and the
Company wanted to remove any potential risks associated with any VIE structures.
The Company also dissolved its subsidiary Sino-Global Shipping LA, Inc., and on
March 14, 2022, the Company discontinued its subsidiary Sino-Global Shipping
Canada, Inc. The total loss of three disposals amounted to approximately $6.1
million. Since these entities did not have any active operations prior to their
disposal, the disposal did not represent a strategic change in the Company's
business. As such, the disposal was not presented as a discontinued operation.



Other Expenses, Net



Other expenses, net for the year ended June 30, 2022 mainly consists of interest
expenses for our convertible debts of approximately $0.1 million and other
finance charges, net of interest earned. Total other expenses, net was
approximately $0.5 million for the year ended June 30, 2021which mainly
consisted of a settlement payment loss of a dispute on cooperative profit
sharing of approximately $0.8 million, 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.



Taxes


Our income tax expenses amounted to nil and $3,450 for the years ended June 30, 2022 and 2021, respectively.





We have incurred a cumulative U.S. federal net operating loss ("NOL") of
approximately $12,543,000 as of June 30, 2021, which may reduce future federal
taxable income. During the year ended June 30, 2022, approximately $9,700,000 of
NOL was generated and the tax benefit derived from such NOL was approximately
2,000,000.



Our operations in China incurred a cumulative a cumulative NOL of approximately
$6,026,000 as of June 30, 2021, which was mainly from Sino-China which we
disposed of during the year ended June 30, 2022. During the year ended June 30,
2022, we generated an additional NOL of approximately $4,845,000. As of June 30,
2022, our PRC subsidiaries' cumulative NOL amounted to approximately $1,283,000
which may reduce future taxable income and will expire by 2026.



                                       19





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 our recent cumulative earnings
experience, expectations 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 that our deferred tax assets would not be realized due to
uncertainty for future earnings due to the Company's reorganization and venture
into new businesses. We provided a 100% allowance for deferred tax assets as of
June 30, 2022. The net decrease in valuation for the year ended June 30, 2022
amounted to approximately $1.0 million 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 $28,928,369 for the year
ended June 30, 2022, compared to $11,302,853 for the year ended June 30, 2021.
After the deduction of non-controlling interest, net loss attributable to us was
$28,257,830 for the year ended June 30, 2022, compared to $10,900,168 for the
same period in 2021. Comprehensive loss attributable to us was $27,482,995 for
the year ended June 30, 2022, as compared to $10,545,234 for the year ended
June
30, 2021.


Liquidity and Capital Resources

Cash Flows and Working Capital

As of June 30, 2022, we had $55,833,282 in cash (including cash on hand and cash in bank). The majority of our cash is in banks located in the U.S.





On December 19, 2021, the Company issued two convertible notes to two non-U.S.
investors for an aggregate purchase price of $10,000,000 (the "December 2021
Convertible Notes").



The December 2021 Convertible Notes bear interest at 5% annually and may be
converted into shares of the Company's common stock at a conversion price of
$3.76 per share. At the investors' request, we prepaid $5,000,000 in the
aggregate principal amount, without interest, of the December 2021 Convertible
Notes on March 8, 2022. Interest for the principal of $5,000,000 repaid was
waived.



As of June 30, 2022, we had the following loans outstanding:





                                        Interest       June 30,
Loans                 Maturities          rate           2022
Convertible Notes     December 2023             5 %   $ 5,000,000




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



                                                              For the Years
                                                             Ended June 30,
                                                          2022             2021

Net cash provided by (used in) operating activities $ 5,918,070 $ (8,679,918 ) Net cash used in investing activities

$ (3,581,676 )   $ (1,510,379 )
Net cash provided by financing activities             $  8,351,964     $ 

54,200,082

Effect of exchange rate fluctuations on cash $ 307,607 $ 696,350 Net increase in cash

$ 10,995,965     $ 

44,706,135


Cash at the beginning of period                       $ 44,837,317     $   

131,182
Cash at the end of period                             $ 55,833,282     $ 44,837,317

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





                              June 30,         June 30,
                                2022             2021          Variation          %

Total Current Assets        $ 63,165,462     $ 46,867,350     $ 16,298,112        34.8 %
Total Current Liabilities   $ 25,212,959     $  5,343,649     $ 19,869,310       371.8 %
Working Capital             $ 37,952,503     $ 41,523,701     $ (3,571,198 )      (8.6 )%
Current Ratio                       2.51             8.77            (6.26 )     (71.4 )%




                                       20





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, 2022, our working capital was approximately $38.0
million and we had cash of approximately $55.8 million. We believe our current
working capital is sufficient to support our operations and debt obligations as
they become due within one year from the date of this Report.



Operating Activities



Our net cash provided by operating activities was approximately $5.9 million for
the year ended June 30, 2022. The operating cash outflow for the year ended June
30, 2022 was primarily attributable to our net loss of approximately $28.9
million, adjusted by non-cash stock-based compensation of approximately $10.0
million, loss on disposal of subsidiaries and VIE of approximately $6.1 million
and provision for doubtful accounts of approximately $1.6 million. We had an
increase in cash inflow of other receivables of approximately $1.4 million and
we received a total of $47.0 million from SOSNY, approximately $34.1 million was
advanced payment for the sale of cryptocurrency mining machines while we are to
refund SOSNY $13.0 million in December 2022. Our cash inflow was decreased by an
advance to a related party supplier of approximately $34.1 million which was for
the purchase of cryptocurrency mining machines.



Our net cash used in operating activities was approximately $8.7 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 approximately $11.3 million,
consisting of non-cash items including approximately $0.4 million in
depreciation and amortization, approximately $0.9 million in impairment and
approximately $4.2 million in allowance for deposit. We had an increase in
advances to suppliers - third parties as we made deposits to our freight
carriers of approximately $0.8 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 $0.3 million as we collected our outstanding
balances.



Investing Activities



Net cash used in investing activities was approximately $3.5 million for the
year ended June 30, 2022 due to the acquisition of property and equipment of
approximately $0.9 million and an investment of approximately $0.2 million to a
40% owned joint venture. We made an additional loan of $0.5 million to Wang
Qinggang, a related party to the Company, and CEO and legal representative of
Trans Pacific Shanghai which is due in June 2024. We also made related party
advances of approximately $1.9 million, which includes $1.3 million to Shanghai
Baoyin which is 30% owned by Wang Qinggang, and approximately $0.6 million in
advances to LSM Trading Ltd, of which we hold a 40% ownership interest.



Net cash used in investing activities was approximately $1.5 million for the year ended June 30, 2021 due to the acquisition of property and equipment.





Financing Activities



Net cash provided by financing activities was approximately $8.3 million for the
year ended June 30, 2022 due to issuances of common stock in private placements
of approximately $10.5 million and proceeds from convertible notes of $10
million, repayment of convertible notes of $5.0 million and warrant repurchase
of approximately $7.9 million. We also had cash from warrants exercise of
approximately $0.9 million and repayment of Economic Injury Disaster Loan.



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



                                       21





Critical Accounting Estimates



The preparation of financial statements and related disclosures in conformity
with U.S. generally accepted accounting principles and the Company's discussion
and analysis of its financial condition and operating results require the
Company's management to make judgments, assumptions and estimates that affect
the amounts reported. Note 2, "Summary of Significant Accounting Policies" of
the notes to the financial statements included elsewhere in this Report describe
the significant accounting policies and methods used in the preparation of the
Company's consolidated financial statements. There have been no material changes
to the Company's critical accounting estimates since the date of this Report.



Off-Balance Sheet Arrangements

None.

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