Singularity Future Technology Ltd
For the period ended Mar 31, 2024. Filed May 15, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 15, 2024
SGLY$0.40-4.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2023-12-31; filed 2024-02-14.
0001213900-24-014022
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-15.
0001213900-24-043658
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 128 previous paragraphs and 101 current paragraphs.
57 unchanged; 31 reworded; 12 added; 36 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
We have not generated any revenues to date with respect to our entry into the solar panel production and distribution business.
Current report
Gainfrom disposal of subsidiary
Current report
Other income, net
Current report
Other income, net was $90,927 for the three months ended March 31, 2024, which mainly consisted of interest income of $100,859 as compared to $95,319 for the same period in fiscal 2023, which mainly consisted of the gain on disposal of right of use assets of $178,408 and interest expense of $61,345.
Current report
Comparison of the Nine Months Ended March 31, 2024 and 2023
Current report
Our gross margin was negative 16.9% and 15.2% for the nine months ended March 31, 2024 and 2023, respectively.
Current report
Gain from disposal of subsidiaries
Current report
Other Income(Expenses), Net
Current report
Other income, net was $7,263 for the nine months ended March 31, 2024, which mainly consisted of interest income of $145,842 and exchange loss of $119,467, as compared to other expense of $24,161 for the same period in fiscal 2023, which mainly consisted of the gain on disposal of right of use assets of $178,408 and interest expense of $184,932.
Current report
Net cash provided by investing activities was approximately $0.7 million for the nine months ended March 31, 2023 due to cash inflows from repayment of a loan receivable of approximately $0.6 million from Qinggang Wang and Lei Cao, who are related parties, and $90,000 from the sale of property and equipment, and repayments from related parties of approximately $0.7 million including $0.6 million from Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is owned by Mr. Qinggang Wang, and approximately $0.1 million from Qinggang Wang, offset by cash outflows from advance to related parties of approximately $0.4 million including approximately $0.4 million to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is owned by Mr. Qinggang Wang and approximately $38,000 to Shanghai Baoyin Industrial Co., Ltd.(“Baoyin”) which is 30% owned by Qinggang Wang and purchase of equipment of approximately $0.2 million.
Current report
Net cash provided by financing activities for the Nine Months ended March 31, 2024 was $4.5 million due to proceeds from issuance of common stock of 9.9 million and the repayment of $5 million of convertible notes and accrued interest of $0.4 million.
Current report
Financing activities for the nine months ended March 31, 2023 was mainly payment of $2.1 million for fair value of shares to be cancelled in our legal settlement.
Removed paragraphs (36)
Previous report
On October 19, 2023, New Energy Tech Limited (“New Energy”), a wholly-owned subsidiary of the Company, entered into a project service agreement (the “Service Agreement”) with Faith Group Company. (“Faith”), pursuant to which Faith agreed to provide solar engineering, procurement and construction consulting services and solar panel and associated equipment marketing services to New Energy. Faith guaranteed to source a minimum of 100 MW of solar engineering, procurement and construction consulting projects within the first 12 months with a minimum of 20 MW of solar engineering, procurement and construction consulting projects sourced within the first 45 days and to also source a minimum of $50 million of solar-related trading business within the 12-month period with a minimum of $8 million of sales contracts in the first 45 days. On October 25, 2023, the Company’s wholly owned subsidiary, Sino-Global Shipping HK Ltd, made a prepayment of $2.5 million on behalf of New Energy to Faith as a deposit. On December 15, 2023, New Energy agreed to amend a clause in the agreement, which stated that if within the first 45 days, Faith failed to cause New Energy to sign a minimum of $8 million of EPC projects or trading business, the full advanced amount of $2.5 million would be returned to New Energy within three business days. New Energy agreed to extend the 45 days period for an additional 90 days, beginning on December 15, 2023. Up to the filing date of this quarterly report, Faith has not fulfilled the target of $20 million of EPC projects or trading business.
Previous report
On October 24, 2023, the Company dissolved its subsidiary, Ningbo Saimeinuo Web Technology Ltd.
Previous report
On November 15, 2023, the Company entered into a subscription agreement with ten individual investors, under which the Company agreed to sell in a private placement to the investors an aggregate of 17,000,000 shares of common stock and 17,000,000 warrants, with each warrant initially exercisable to purchase one share of common stock at an exercise price of $0.607 per share, at an aggregate price of US$9,860,000. The issuance of the securities is subject to Nasdaq’s authorization as well as other approvals. On December 13, 2023, the Company issued an aggregate of 17,000,000 shares of its common stock to the investors. On January 26, 2024, the Company entered into an amendment to the subscription agreement. The amendment provides, among other things, that Nasdaq’s authorization shall have been obtained for the issuance of the securities under the Subscription Agreement and the Company stockholders’ approval shall have been obtained before the warrants are issued to the investors. As of the date of this report, the issuance of the warrants is still awaiting approval from the Company’s stockholders.
Previous report
Executive Changes
Previous report
On June 16, 2022, Ms. Tuo Pan, Chief Financial Officer of the Company, without proper authorization by the Board, directed that funds be wired to satisfy an invoice for legal services that were rendered or to be rendered on her behalf. Ms. Pan was suspended by the Board for cause and without pay effective June 20, 2022. On August 31, 2022, Ms. Tuo Pan was terminated for cause as an employee of the Company and its subsidiaries and ceased to receive any salary or benefits from the Company since that date.
Previous report
On January 9, 2023, the Company entered into an Executive Separation Agreement and General Release (the “Separation Agreement”), with Lei Cao, an employee of the Company and a member of the Board, setting forth the terms and conditions related to the termination of Mr. Cao’s employment with the Company and the termination of the employment agreement dated as of November 1, 2021 as well as cancellation and/or termination of certain other agreements relating to Mr. Cao’s employment with the Company. The Separation Agreement also provided for Mr. Cao’s resignation from the Board, effective as of January 9, 2023.
Previous report
Pursuant to the Separation Agreement, Mr. Cao submitted a letter of resignation to the Board on January 9, 2023. In addition, he agreed to forfeit and return to the Company the 600,000 shares of Common Stock of the Company granted to him in August 2021 under the terms of the 2014 Equity Incentive Plan of the Company (the “2021 Shares”). Mr. Cao also agreed to cooperate with the Company regarding certain investigations and proceedings and other matters arising out of or related to his relationship with or service to the Company. In consideration, the Company agreed to provide the following benefits to which Mr. Cao was not otherwise entitled: (1) payment of reasonable attorneys’ fees and costs incurred by Mr. Cao through January 9, 2023 associated with Mr. Cao’s personal legal representation in matters relating to Mr. Cao’s tenure with the Company, the investigations and proceedings and the negotiation and drafting of the Separation Agreement; (2) the release of claims in Mr. Cao’s favor contained in the Separation Agreement; and (3) payment of Mr. Cao’s reasonable and necessary legal fees to the extent incurred by Mr. Cao as a result of his cooperation as required by the Company under the terms of the Separation Agreement. Additionally, the Separation Agreement contains mutual general releases and waiver of claims from Mr. Cao and the Company.
Previous report
On January 17, 2023, Messrs. John Levy and Heng Wang were appointed as non-executive chairman and vice chairman of the Board, respectively.
Previous report
On February 23, 2023, Mr. Levy resigned as a director and member of the Audit Committee, Compensation Committee and Nominating Committee of the Board, effective immediately. On March 30, 2023, Mr. Wang was appointed as non-executive Chairman of the Board to fill the vacancy created by Mr. Levy’s resignation.
Previous report
On April 18, 2023, the Company entered into an employment agreement with Mr. Ziyuan Liu and appointed him as the chief executive officer of the Company, effective immediately, with a term of one year.
Previous report
On May 1, 2023, the Company entered into an employment agreement with Mr. Dianjiang Wang and appointed him as the chief financial officer of the Company, effective immediately, with a term of one year.
Previous report
On May 1, 2023, pursuant to the bylaws of the Company, our Board elected (i) Mr. Ziyuan Liu as a Class I director to serve until the annual meeting of stockholders for the fiscal year 2022, to fill the vacancy on the Board resulting from the resignation of Mr. Jie, (ii) Mr. Haotian Song as a Class II director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr. Cao, and (iii) Ms. Ling Jiang as a Class III independent director, Chairwoman of the Compensation Committee, a member of the Audit Committee, and a member of the Nominating and Corporate Governance Committee to serve until the annual meeting of stockholders for the fiscal year 2024, to fill the vacancy on the Board resulting from the resignation of Mr. Levy.
Previous report
On May 2, 2023, the Board elected Mr. Ziyuan Liu as the new chairman of the Board.
Previous report
On July 3, 2023, Mr. Tieliang Liu resigned as a director the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee.
Previous report
On July 10, 2023, Company terminated the employment of its Chief Operating Officer, Jing Shan, with cause. The termination was effective immediately.
Previous report
On August 15, 2023, Mr. Dianjiang Wang resigned as the Chief Financial Officer of the Company. Mr. Wang’s decision did not result from any disagreement with the Company relating to its operations, policies, or practices.
Previous report
On August 21, 2023, the Company entered into an employment agreement with Mr. Ying Cao to serve as the Chief Financial Officer of the Company.
Previous report
On September 21, 2023, Mr. Heng Wang resigned as a director of the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee.
Previous report
On September 25, 2023, the Company elected Mr. Xu Zhao as a Class I independent director to serve until the annual meeting of stockholders for the fiscal year 2022, to fill the vacancy on the Board resulting from the resignation of Mr. Heng Wang. The Board appointed Mr. Zhao to serve as a member of the Audit Committee, a member of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee.
Previous report
On September 28, 2023, Ms. Ling Jiang resigned as a director of the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee.
Previous report
On October 6, 2023, the Company elected Ms. Yangyang Xu as a Class III independent director to serve until the annual meeting of stockholders for the fiscal year 2024, to fill the vacancy resulting from the resignation of Ms. Ling Jiang. The Board appointed Ms. Xu to serve as Chairwoman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee.
Previous report
On January 5, 2023, the Company received a deficiency notice from Nasdaq informing the Company that its common stock, no par value, failed to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the common stock for the 30 consecutive business days prior to the date of the notice from Nasdaq. The Company was provided an initial compliance period of 180 calendar days, or until July 5, 2023, to regain compliance with the minimum bid price requirement.
Previous report
On February 21, 2023, the Company received an additional staff determination notice from Nasdaq, advising that it had not received the Company’s Form 10-Q for the quarterly period ended December 31, 2022, which served as an additional basis for delisting the Company’s securities. The notice stated that the Nasdaq Hearings Panel will consider the additional deficiency in rendering a determination regarding the Company’s continued listing on Nasdaq. The Company submitted to the Panel a plan to regain compliance with the continued listing requirements and was granted a grace period to file all the delinquent reports, including the filing of the Form 10-Q for the quarterly period ended December 31, 2022, on or before February 28, 2023. On March 16, 2023, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with the Nasdaq Listing Rule 5250(c)(1), which requires the Company to timely file all required periodic financial reports with the SEC, and that the matter is now closed.
Previous report
Our gross margin was (1.6%) and 12.1% for the three months ended December 31, 2023 and 2022, respectively. This decrease in gross margin was mainly due to the cessation of sales of crypto mining equipment and decreased revenue from our freight logistics business. In 2022, we recognized revenue from the sale of crypto mining equipment on a net basis, thus increasing the overall margin of our operations.
Previous report
Loss from disposal of subsidiary
Previous report
Other Expenses, Net
Previous report
Other expenses, net was $6,494 for the three months ended December 31, 2023, a decrease of $54,137 or 89.29%, as compared to $60,631 for the same period in fiscal 2022. The decrease was mainly attributable to the decreased interest expense for the convertible debt. There was no interest expense incurred for the three month ended December 2023.
Previous report
Comparison of the Six Months Ended December 31, 2023 and 2022
Previous report
Provision for doubtful accounts, net
Previous report
Impairment Loss of Cryptocurrencies
Previous report
Stock-based Compensation
Previous report
Loss from disposal of subsidiary
Previous report
Other Expenses, Net
Previous report
Other expenses, net was $83,664 for the six months ended December 31, 2023, which mainly consisted of approximately $21,917 of interest expense for our convertible debt, exchange gain or loss of $109,422 and interest income of $44,983, compared to $123,587 of interest expenses for our convertible debt and other operating revenue of $58,945 for the same period in fiscal 2022.
Previous report
Net cash provided by investing activities was $52,356 for the six months ended December 31, 2022 due to repayment of a loan receivable of $535,529 by Mr. Wang, a related party and cash inflow of $90,000 from the sale of property and equipment, which was offset in part by the purchase of equipment of $150,966 and advances to Zhejiang Jinbang of $422,207. Zhejiang Jinbang repaid the full amount of the advance in February 2023.
Previous report
Net cash used in financing activities for the six months ended December 31, 2023 was $5,403,424 due to the repayment of $5,000,000 of convertible notes and accrued interest of $403,424. We did not have any financing activities for the six months ended December 31, 2022.
Reworded paragraphs (31)
Previous wording
On January 3, 2024, the Company received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share minimum bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). Pursuant to the Nasdaq letter, unless the Company requested an appeal of the determination notice, trading of the Company’s common stock would be suspended at the opening of business on January 12, 2024. The Company appealed the delisting determination to a Hearings Panel, and hearing is scheduled to be held on March 28, 2024. The Company’s common stock will continue to be listed for trading pending the Hearing Panel’s decision. The Company also effectuated a 1-for-10 reverse stock split of its common stock on February 9, 2024. Beginning on February 12, 2024, the Company's Common Stock trades on The Nasdaq Stock Market on a split adjusted basis.
Current wording
On January 3, 2024, the Company received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share minimum bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). Pursuant to the Nasdaq letter, unless the Company requested an appeal of the determination notice, trading of the Company’s common stock would be suspended at the opening of business on January 12, 2024. The Company appealed the delisting determination to a Hearings Panel and effectuated a 1-for-10 reverse stock split of its common stock on February 9, 2024. Beginning on February 12, 2024, the Company’s Common Stock trades on the Nasdaq Capital Market on a split adjusted basis. On March 12, 2024, the Company received a formal notification from the Nasdaq Stock Market LLC confirming that the Company had regained compliance with bid price requirement required for continued listing on the Nasdaq Capital Market as set forth in Listing Rule 5550(a)(2).
Previous wording
Revenues decreased by $854,969, or approximately 31.5%, to $1,857,166 for the six months ended December 31, 2023 from $2,712,135 for the same period in 2022. The decrease was primarily due to decrease in sales of crypto mining machines and our freight logistics services. Revenues from our logistics services business decreased by $122,404, or approximately 6.2%, to $1,857,166 for the six months ended December 31, 2023 from $1,979,570 for the same period in 2022.The Company ceased to sell crypto-mining equipment since January 1, 2023.
Current wording
Revenues decreased by $313,330, or approximately 41.2%, to $446,575 for the three months ended March 31, 2024 from $759,905 for the same period in 2023, mainly attributable to the decrease in revenues of our freight logistics services. The Company ceased to sell crypto-mining equipment since January 1, 2023.
Previous wording
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 $976,876 for the three months ended December 31, 2023, a decrease of $334,261, or approximately 25.5%, as compared to $1,311,137 for the same period in 2022 as a result of reduced activity in our truck dispatch business. We determined to restrict this business to large customers in order improve profitability.
Current wording
Cost of revenues for our freight logistics services segment mainly consist 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 $714,054 for the three months ended March 31, 2024, a decrease of $173,986, or approximately 19.6%, as compared to $888,040 for the same period in 2023 as a result of reduced activity in our truck dispatch business. We determined to restrict this business to large customers in order improve profitability.
Previous wording
Our gross margin was (6.6%) and 24.2% for the six months ended December 31, 2023 and 2022, respectively. This decrease in gross margin was mainly due to decreased revenue from our sale of crypto mining equipment. We recognized this revenue on a net basis, thus increasing the overall margin of our operations.
Current wording
Our gross margin was negative 59.9% and negative 16.9% for the three months ended March 31, 2024 and 2023, respectively. This decrease in gross margin was mainly due to decreased revenue from our freight logistics business.
Previous wording
Operating costs and expenses decreased by $2,991,494 or approximately 57.8% from $5,177,167 for three months ended December 31, 2022 compared to for the same period in 2023. This decrease was mainly due to the decrease in general and administrative expenses, stock-based compensation and impairment loss of cryptocurrencies as more fully discussed below.
Current wording
Operating costs and expenses decreased by $2,652,335 or approximately 59.0% from $4,497,360 for three months ended March 31, 2024 compared to for the same period in 2023. This decrease was mainly due to the decrease in general and administrative expenses and impairment loss of investment as more fully discussed below**.**
Previous wording
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 three months ended December 31, 2023, we had $1,145,730 of general and administrative expenses, as compared to $3,743,458 for the same period in 2022, representing a decrease of $2,597,728, or approximately 69.4%. The decrease was mainly due to the decreased professional fees of approximately $1,808,370 which mainly related to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters.
Current wording
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 three months ended March 31, 2024, we had $1,064,336 of general and administrative expenses, as compared to $3,496,247 for the same period in fiscal 2023, representing a decrease of $2,431,911, or approximately 69.6%. The decrease was mainly due to the decreased professional fees of $1,915,992 which mainly related to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters incurred in the same period of last year.
Previous wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the three months ended December 31, 2023, we had $56,075 of selling expenses as compared to $26,848 for the same period in 2022, which represents an increase of $29,227 or approximately 108.9%. The increase was mainly due to increased efforts to increase the revenues of our freight logistics segment in the PRC.
Current wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the three months ended March 31, 2024, we had $56,330 of selling expenses as compared to $39,661 for the same period in 2023, which represents an increase of $16,669 or approximately 42.0%. The increase was mainly due to an increase in salaries as we added to employees and incurred increased marketing expenses for the freight logistics segment for our sales team.
Previous wording
Provision for doubtful accounts, net
Current wording
Recovery (provision) for doubtful accounts, net
Previous wording
Our total bad debt expenses amounted to $6,992 and nil for the three months ended December 31, 2023 and 2022, mainly due to the provision for a few uncollectable accounts receivable.
Current wording
Our total bad debt expenses provision amounted to $10,305 for a few uncollectable accounts receivable for the three months ended March 31, 2024, as compared to $54,958 of recovery for doubtful accounts receivable from related parties for the same period in 2023.
Previous wording
On October 24, 2023, the Company dissolved its Ningbo Saimeinuo Web Technology Ltd. subsidiary. Total loss from disposal was approximately $62,384. This disposal was not presented as discontinued operations because it did not represent any strategic change in the Company’s operations.
Current wording
On February 19, 2024, we dissolved Thor Miner Inc. The total gain from the disposal was $322,240. This disposal was not presented as discontinued operations because it did not represent any strategic change in the Company’s operations.
Previous wording
We did not record any income tax expense for both the three month periods ended December 31, 2023 and 2022.
Current wording
We did not record any income tax expense for the three month periods ended March 31, 2024 and 2023.
Previous wording
The Company’s operations in the U.S. incurred cumulative U.S. federal net operation losses (“NOL”) of approximately $41.7 million as of June 30, 2023, which may reduce future federal taxable income. During the three months ended December 31, 2023, approximately $1.2 million of NOL was generated and the tax benefit derived from such NOL was approximately $0.3 million. As of December 31, 2023, the Company’s cumulative NOL in the U.S. amounted to approximately $45 million.
Current wording
The Company’s operations in the U.S. incurred cumulative U.S. federal net operation losses (“NOL”) of approximately $41.7 million as of June 30, 2023, which may reduce future federal taxable income. During the three months ended March 31, 2024, approximately $1.2 million of NOL was generated and the tax benefit derived from such NOL was approximately $252,000 . As of March 31, 2024, the Company’s cumulative NOL in the U.S. amounted to approximately $46.2 million.
Previous wording
The Company’s operations in China incurred a cumulative NOL of approximately $1.7 million as of June 30, 2023 which was mainly from net losses generated in the PRC. During the three months ended December 31, 2023, additional NOL of approximately $0.1 million was generated. As of December 31, 2023, the Company’s cumulative NOL in the PRC amounted to approximately $1.9 million. which may reduce future taxable income which will expire by 2026.
Current wording
The Company’s operations in China incurred a cumulative NOL of approximately $1.7 million as of June 30, 2023 which was mainly from net losses generated in the PRC. During the three months ended March 31, 2024, additional NOL of approximately $0.1 million was generated. As of March 31, 2024, the Company’s cumulative NOL in the PRC, which may reduce future taxable income, amounted to approximately $2.0 million, which will expire by 2026.
Previous wording
As a result of the foregoing, we had a net loss of $1,168,543 for the three months ended December 31, 2023 compared to a net loss of $3,746,867 for the same period in 2022. After the deduction of non-controlling interest, net loss attributable to us was $1,110,729 for the three months ended December 31, 2023 compared to $3,732,496 for the same period in 2022. Comprehensive loss attributable to us was $1,406,245 for the three months ended December 31, 2023 compared to $3,738,793 for the same period in 2022.
Current wording
As a result of the foregoing, we had a net loss of $969,428 for the three months ended March 31, 2024 compared to a net loss of $12,042,627 for the same period in fiscal 2023. After the deduction of non-controlling interest, net loss attributable to us was $949,759 for the three months ended March 31, 2024 compared to $11,922,767 for the same period in 2023. Comprehensive loss attributable to us was $890,844 for the three months ended March 31, 2024 compared to $12,005,947 for the same period in fiscal 2023.
Previous wording
The following tables present summary information by segments for the six months ended December 31, 2023 and 2022:
Current wording
The following tables present summary information by segments for the Nine Months ended March 31, 2024 and 2023:
Previous wording
Revenues decreased by $529,691, or approximately 35.5%, to $961,240 for the three months ended December 31, 2023 from $1,490,931 for the same period in 2022. The decrease was primarily due to decrease in revenues of our freight logistics services and sales of crypto mining machines. Revenues from our logistics services business decreased by $294,171, or approximately 23.4%, to $961,240 for the three months ended December 31, 2023 from $1,255,411 for the same period in 2022.The Company ceased to sell crypto-mining equipment since January 1, 2023.
Current wording
Revenues decreased by $1,168,299, or approximately 33.6%, to $2,303,741 for the nine months ended March 31, 2024 from $3,472,040 for the same period in 2023. The decrease was primarily due to the decrease in sales of crypto mining machines and the decline in revenues of our freight logistics services. Revenues from our logistics services business decreased by $435,734, or approximately 15.9%, to $2,303,741 for the nine months ended March 31, 2024 from $2,739,475 for the same period in 2023.The Company ceased to sell crypto-mining equipment since January 1, 2023.
Previous wording
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 $1,979,825 for the six months ended December 31, 2023, a decrease of $76,939, or approximately 3.7%, as compared to $2,056,764 for the same period in 2022 as a result of the reduced scope of our truck dispatch business.
Current wording
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 $2,693,879 for the nine months ended March 31, 2024, a decrease of $250,925, or approximately 8.5%, as compared to $2,944,804 for the same period in 2023 as a result of the reduced scope of our truck dispatch business.
Previous wording
Operating costs and expenses decreased by$3,766,997 to $5,419,425 in the six months ended December 31, 2023, or approximately 41.1% from $9,186,422 for six months ended December 31, 2022. This decrease was mainly due to the decrease in general and administrative expenses and stock-based compensation as more fully discussed below.
Current wording
Operating costs and expenses decreased by $6,419,332 to $7,264,450 in the nine months ended March 31, 2024, or approximately 46.9% from $13,683,782 for nine months ended March 31, 2023. This decrease was mainly due to the decrease in general and administrative expenses, impairment loss of investments and stock-based compensation as more fully discussed below.
Previous wording
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 six months ended December 31, 2023, we had $3,199,883 of general and administrative expenses, as compared to $6,723,704 for the same period in 2022, representing a decrease of $3,523,821, or approximately 52.4%. The decrease was mainly due to the decreased professional fees of approximately $3,198,149 which were mainly legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters.
Current wording
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 nine months ended March 31, 2024, we had $4,264,219 of general and administrative expenses, as compared to $10,219,951 for the same period in 2023, representing a decrease of $5,955,732, or approximately 58.3%. The decrease was mainly due to the decreased professional fees of $4,376,095 which were mainly legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters in the same period of last year..
Previous wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the six months ended December 31, 2023, we had $111,928 in selling expenses, as compared to $54,223 for the same period in 2022, which represents an increase of $57,705 or approximately 106.4%. The increase was mainly due to increased efforts to increase the revenues of our freight logistics segment in the PRC.
Current wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the nine months ended March 31, 2024, we had $111,928 in selling expenses, as compared to $54,223 for the same period in 2023, which represents an increase of $57,705 or approximately 106.4%.The increase was mainly due to an increase in salaries as we added to the headcount and incurred additional marketing expenses for the freight logistics segment.
Previous wording
Our total bad debt expenses amounted to approximately $55,610, mainly due to the bad debt provision of $50,000 due the early termination of a lease agreement in Jericho, New York.
Current wording
Our total bad debt expenses amounted to approximately $65,915 , mainly due to the bad debt provision of $50,000 due the early termination of a lease agreement in Jericho, New York, as compared to $47,805 of recovery for doubtful accounts receivable from related parties for the same period in 2023.
Previous wording
We recorded impairments of nil and $13,280 for the three months ended December 31, 2023 and 2022, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Current wording
We recorded an impairment of $72,179 and $14,801 for the nine months ended March 31, 2024 and 2023, respectively, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Previous wording
Stock-based compensation was nil for the three months ended December 31, 2023 as compared to $82,444 for the same period in fiscal 2022.
Current wording
Stock-based compensation was nil for the nine months ended March 31, 2024 as compared to $329,777 for the same period in 2023.
Previous wording
On October 24, 2023, the Company dissolved its Ningbo Saimeinuo Web Technology Ltd. subsidiary. Total loss from disposal was approximately $62,384. This disposal was not presented as discontinued operations because it did not represent any strategic change of the Company’s operations.
Current wording
On October 24, 2023 and February 19, 2024, the Company dissolved its Ningbo Saimeinuo Web Technology Ltd. and Thor Miner Inc. subsidiaries, respectively. Total gain from disposal was approximately $400,479. These disposals were not presented as discontinued operations because it did not represent any strategic change of the Company’s operations.
Previous wording
We recorded income tax expenses of nil and $103,426 for the six months ended December 31, 2023 and 2022, respectively. See –Taxes above.
Current wording
We recorded income tax expenses of nil and $103,426 for the nine months ended March 31, 2024 and 2023, respectively. See -Taxes above.
Previous wording
As a result of the foregoing, we had a net loss of $3,583,539 for the six months ended December 31, 2023 compared to a net loss of $6,697,193 for the same period in 2022. After the deduction of non-controlling interest, net loss attributable to us was $3,400,914 for the six months ended December 31, 2023 compared to $6,816,848 for the same period in 2022. Comprehensive loss attributable to us was $3,573,448 for the six months ended December 31, 2023 compared to $6,669,146 for the same period in 2022.
Current wording
As a result of the foregoing, we had a net loss of $4,552,967 for the nine months ended March 31, 2024 compared to a net loss of $18,739,820 for the same period in 2023. After the deduction of non-controlling interest, net loss attributable to us was $4,350,673 for the nine months ended March 31, 2024 compared to $18,739,615 for the same period in 2023. Comprehensive loss attributable to us was $4,315,374 for the nine months ended March 31, 2024 compared to $18,675,093 for the same period in 2023.
Previous wording
As of December 31, 2023, we had $6,154,436 in cash (including cash on hand and cash in bank) and $3,000,000 in restricted cash. The majority of our cash is in banks located in the HK and the restricted cash is in banks located in U.S.
Current wording
As of March 31, 2024, we had $14,672,886 in cash (including cash on hand and cash in bank) and $3,056,678 in restricted cash. Our cash position improved in the quarter ended March 31, 2024 due to the receipt of $9.8 million from the year-end private placement. The majority of our cash is in banks located in the Djibouti a country in East Africa and the restricted cash is in banks located in U.S.
Previous wording
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 December 31, 2023, our working capital was $2,319,557 and we had cash and restricted cash of approximately $6,154,436 (including $3,154,436 in cash and $3,000,000 in restricted cash). We believe our current working capital is sufficient to support our operations and debt obligations as they become due for the next twelve months.
Current wording
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 March 31, 2024, our working capital was $13,793,037 and we had cash and restricted cash of approximately $17,729,564 (including $14,672,886 in cash and $3,056,678 in restricted cash). We believe our current working capital is sufficient to support our operations and debt obligations as they become due for the next twelve months.
Previous wording
Our net cash used in operating activities was $5,887,757 for the six months ended December 31, 2023. The operating cash outflow for the six months ended December 31, 2023 was primarily attributable to our net loss of $3,583,539 and our long-term assets deposits of $2,496,197.
Current wording
Our net cash used in operating activities was $4.5 million for the nine months ended March 31, 2024. The operating cash outflow for the nine months ended March 31, 2024 was primarily attributable to our net loss of $4.6 million.
Previous wording
Our net cash used in operating activities was $19,762,675 for the six months ended December 31, 2022. The operating cash outflow for the six months ended December 31, 2022 was primarily attributable to our net loss of $6,697,193, deferred revenue of $6,751,135 where we realized revenue from the sale of crypto mining equipment and made a payment of $13,000,000 as a result of the settlement payment to SOSNY, offset by cash inflow consisting of advances to a related party supplier of approximately $6,153,546 which we realized cost for sale of cryptocurrency equipment.
Current wording
Our net cash used in operating activities was approximately $32.3 million for the nine months ended March 31, 2023. The operating cash outflow for the nine months ended March 31, 2023 was primarily attributable to our net loss of approximately $18.7 million which included a $8.4 million lawsuit settlement. Our cash outflow also included deferred revenue of approximately $6.8 million where we realized revenue from the sale of crypto mining equipment and decrease in refund payable of $13.0 million as a result of the settlement payment to SOSNY, offset by cash inflow consisting of advance to a related party supplier of approximately $6.2 million which we realized as the cost for the sale of cryptocurrency equipment.
Previous wording
Net cash provided by investing activities was $25,951 for the six months ended December 31, 2023 due to repayments from related parties from Zhejiang Jinbang, which is owned by Mr. Qinggang Wang.
Current wording
Net cash provided by investing activities was $0.1 million for the nine months ended March 31, 2024 due to repayments from related parties from Zhejiang Jinbang, which is owned by Mr. Qinggang Wang.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Recovery (provision) for doubtful accounts, net
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
On July 31, 2023, the Company elected Mr. Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr. Tieliang Liu. The Board appointed Mr. Xie to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.
Previous report — wording carried elsewhere
On March 8, 2023, the Company received a notice from Nasdaq stating that the Company no longer complied with Nasdaq’s audit committee requirement under Nasdaq’s Listing Rule 5605 following the resignation of John Levy from the Company’s board of directors and audit committee effective February 23, 2023. Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a cure period to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting or February 23, 2024; or (ii) if the next annual shareholders’ meeting is held before August 22, 2023, then the Company must evidence compliance no later than August 22, 2023. On October 19, 2023, the Company received a formal notification from the Nasdaq Stock Market LLC confirming that the Company had regained compliance with Listing Rule 5620(a), which requires that the Company hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year, and that the matter is now closed.
Previous report — wording carried elsewhere
We recorded an impairment of $72,179 for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Previous report — wording carried elsewhere
Stock-based compensation was nil for the six months ended December 31, 2023 as compared to $329,777 for the same period in 2022. We made no stock grants in the 2023 period.