10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 10-K 

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

For the fiscal year ended June 30, 2021

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

For the transition period from                   to                     

Commission file number 333-202071

DATASEA INC.

(Exact name of registrant as specified in its charter)

Nevada	45-2019013
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20th Floor, Tower B, Guorui Plaza 1 Ronghua South Road, Technological Development Zone Beijing, People’s Republic of China	100176
(Address of principal executive offices)	(Zip Code)

+86 10-56145240

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	DTSS	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 Section 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 Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 Exchange Act).    Yes  ☐    No  ☒ 

The aggregate market value of the shares of common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, computed by reference to the closing price for the Registrant’s common stock on December 31, 2020, as reported on Nasdaq Capital Market, was $12,944,578. 

As of September 27, 2021, 23,911,042 shares of common stock, $0.001 par value per share, were issued and outstanding. 

DATASEA INC.

Annual Report on Form 10-K

For the Fiscal Year Ended June 30, 2021

TABLE OF CONTENTS 

Cautionary Note Regarding Forward-Looking Statements		ii
PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors	43
Item 1B.	Unresolved Staff Comments	69
Item 2.	Description of Property	70
Item 3.	Legal Proceedings	70
Item 4.	Mine Safety Disclosure	70
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters	71
Item 6.	[Reserved]	72
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	77
Item 8.	Financial Statements	77
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	78
Item 9A.	Controls and Procedures	79
Item 9B.	Other Information	80
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	80
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	81
Item 11.	Executive Compensation	85
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88
Item 13.	Certain Relationships and Related Transactions, and Director Independence	89
Item 14.	Principal Accountant Fees and Services	89
PART IV
Item 15.	Exhibits, Financial Statement Schedules	90
Item 16.	Form 10–K Summary	91

All references to “we,” “us,” “our,” “Company,” “Registrant” or similar terms used in this report refer to Datasea Inc., a Nevada corporation, including its consolidated subsidiaries and variable interest entity (“VIE”), unless the context otherwise indicates. In the context of describing our business, “we,” “us,” “our,” or “Company” refers to our VIE, unless the context otherwise indicates.

 “VIE” or “consolidated VIE” is a variable interest entity whose financial statements are included in our consolidated financial statements as a result of a series of agreements which give us, through our WFOE, control of the entity and gives us effective ownership of its assets. Our VIE is Shuhai Information Technology Co., Ltd. (“Shuhai Beijing”).

“WFOE” or “PRC Subsidiary,” which is a wholly foreign owned entity and is a corporation organized under the laws of the PRC which is wholly owned by us, through our subsidiaries. Our WFOE is Tianjin Information Sea Information Technology Co., Ltd. (“Tianjin Information”).

“PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this report, Taiwan, Hong Kong and Macau. “RMB” or “Renminbi” refers to the legal currency of China and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the United States.

Our reporting currency is the US$. The functional currency of our entities located in China is the RMB. For the entities whose functional currency is the RMB, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into US$ are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currencies at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 

In some cases, you can identify forward looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management’s current expectations and belief, which management believes are reasonable. However, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.  These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Recently, the Chinese government announced that it would step up supervision of Chinese firms listed offshore. Under the new measures, China will improve regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation and insider trading, China will also check sources of funding for securities investment and control leverage ratios. The Cyberspace Administration of China (“CAC”) has also opened a cybersecurity probe into several U.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the Data Security Law, how companies collect, store, process and transfer data.

As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our operating entities established in the People’s Republic of China, or the PRC, primarily our variable interest entity and its subsidiary, collectively, the VIE. Due to PRC legal restrictions on foreign ownership in certain internet-related businesses we may explore and operate in the future, we do not have any equity ownership of our VIE, instead we control and receive the economic benefits of our VIE’s business operations through certain contractual arrangements. Our shares of common stock listed on the Nasdaq Capital Market are shares of our Nevada holding company that maintains service agreements with the associated operating companies. As an investor of our common stock, you may never directly hold equity interests in the Chinese operating companies. There is a risk that the Chinese government may in the future seek to affect operations of any company with any level of operations in PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition. If the Chinese regulatory authorities could disallow our structure or any or all of the foregoing were to occur, it could, in turn, result in a material change in the Company’s operations and/or the value of its common stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

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You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors (some of which may be beyond our control), including:  

● uncertainties relating to our ability to establish and operate our business in China; uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations, financial performance and/or the value of our common stock or impair our ability to raise money

● We depend upon the VIE Agreements in conducting our business in the PRC, which may not be as effective as a direct ownership structure.

● We may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely affect our operating results and financial condition.

● our ability to operate our company as a U.S. publicly-reporting and listed enterprise;

● uncertainties relating to general economic and business conditions in China and worldwide;

● industry trends and changes in demand for our products and services;

● uncertainties relating to customer plans and commitments and the timing of orders received from customers;

● announcements or changes in our pricing policies or that of our competitors;

● unanticipated delays in the development, commercialization or market acceptance of our products and services;

● changes in Chinese government regulations;

● availability, terms and deployment of capital; relationships with third-party equipment suppliers; and

● political stability and economic growth in China.

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PART I

Item 1. Description of Business. 

Overview

Datasea, Inc. (the “Company” or “Datasea”) was incorporated in Nevada on September 26, 2014. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our operating entities established in the People’s Republic of China, or the PRC, primarily our variable interest entity (the “VIE”). We do not have any equity ownership of our VIE, instead we control and receive the economic benefits of our VIE’s business operations through certain contractual arrangements. Our common stock that currently listed on the Nasdaq Capital Markets are shares of our Nevada holding company that maintains service agreements with the associated operating companies. For a description of our corporate structure and contractual arrangements, see “Corporate Structure” on page 24 and “VIE Agreements” on page F-10. 

We are a fast-growing enterprise that leverages cutting edge technologies to provide smart security solutions. We also expand our business coverage strategically to areas like 5G messaging and smart payment solutions. Based in Beijing China, our proprietary technologies are geared towards a safe and stable society, and we answer to security needs of both enterprise and individual clients in scenarios including but not limited to residential communities, schools and scenic areas. We provide both hardware and software in our solutions.

The research and development of technology plays a vital role for the Company and is what makes us different. The Company does not only have visual intelligent algorithms such as facial recognition technology, but also develops non-visual intelligent algorithms like acoustic intelligence. Together with artificial intelligence, machine learning and data analytics capability, our solutions does not only provide visibility, but also identify the behavioural pattern and then use alerts to manage the situation actively. We create new opportunities for everything from intelligent detection to proactive optimization. The non-visual intelligent algorithms such as acoustic intelligence are the future of the smart security industry.

As our smart security technologies share similarities and connections with 5G messaging and smart payment solutions, we decided to tap into 5G messaging and smart payment market as a strategic move to enhance the Company’s competitiveness while creating new sources of revenue and profit.

Our Business Summary

1. Smart City Business

Based on the combination of a big data platform and a smart three-dimensional platform, the Company first developed smart campus, smart community, and smart scenic area system, and developed an epidemic prevention and control system under the situation of COVID-19 epidemic. These four application systems have formed the company’s smart city business ecosystem; In addition, the company has also developed a new technical system-satellite remote sensing image analysis system. The above constitute the “two platforms + five application systems” of the Company, and improved the Company’s market capabilities of smart city services. Satellite remote sensing image analysis system can provide powerful technical service support for government departments in urban public governance, such as natural disaster warning, meteorological warning, urban governance, scenic spot management, traffic control and so on.

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During the reporting period, the Company completed various projects such as Harbin New District No. 1 School, Harbin No. 73 Middle School Smart Campus Security Control Platform Project, and China Pacific Life Insurance Heilongjiang Branch Office Building Access Control, Monitoring, and Alarm Projects. The Company’s deep cultivation in the northeast region has made effective progress has in the market. At the same time, the products have been recognized by well-known financial life insurance companies in the industry; In addition, Datasea and its wholly owned subsidiary company Guozhong Haoze (Beijing) Technology Ltd. (“Guozhong Haoze”), had signed a strategical agreement on September 22, 2021 with Eastcom Smart Chain (Beijing) Network Technology Co., Ltd. to provide smart systems and services for school canteens and restaurants in at least 200 schools and institutions in the next two years, with a total contract amount of not less than US$14,758,359 (RMB 95,339,000), indicating that the Company’s services in this field have further penetrated into subdivisions.

The Company has completed version 1.0 of the satellite remote sensing image analysis system, which has an innovative smart city management and control capabilities that can provide services for disaster early warning, urban planning, safety monitoring, environmental monitoring and other fields to meet needs of market, and lay the foundation for the Company to create operating income in the next fiscal year.

2. Acoustic Intelligent Business

Smart security products are mainly developed with traditional visual perception technology. However, non-visual perception technology is the future of the Smart security industry. Therefore, we introduced artificial intelligence technology to enhance the ability of our perceptual technologies. Also, by using multiple data sources, products are able to achieve greater accuracy, maintain competitive advantage, and be used in a wider range of applications. Therefore, in addition to the visual system, we developed acoustic intelligence to enhance our Smart security solutions. By capturing sound vibrations, sensors can shape unseen aspects and events in the environment.

The Company has reached a strategic cooperation with the Institute of Acoustics of The Chinese Academy of Sciences on April 8, 2021, the most authoritative research institute in acoustics in China, which supplies the core technologies including noise control, medical acoustics, ultrasound and vibroacoustics. These technologies will not only help to upgrade the Company’s current smart security solutions, break through the limitations of traditional image-based solutions, but also be used in the fields of smart cities, smart communities, smart terminals, 5G information, and other areas of the Company’s existing products and customer layouts. Besides, acoustic intelligence itself is very widely applicable, for example, there are demands in the global industrial Internet of Things, smart city, consumptions, medical beauty, medical care, agriculture and other areas.

At present, the acoustic intelligent technology of Datasea has reached the 1.0 stage, and the hardware products are in the stage of production, processing and design. The Company plans to launch and publish the “Acoustic Intelligent Technology White Paper” jointly with the national industry standard department in the near future.

During the reporting period, the Company established voice perception and acoustic effects as the two main technical directions, and has obtained 4 independent research and development core technology invention patents and 4 software copyrights. At the present, Datasea Acoustic Intelligent Technology has achieved stage 1.0, and has achieved certain results in the market application demonstration, indicating that Datasea has the ability to implement the acoustic intelligent landing project in the field of visual and non-perceptual fusion perception.

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3. 5G Message Business

As our smart security technologies share similarities and connections with 5G messaging and smart payment solutions, we decided to tap into 5G messaging and smart payment market as a strategic move to enhance the Company’s competence while creating new sources of revenue and profit.

In November 2020, the Company established Hangzhou Shuhai Zhangxun Information Technology Co., Ltd (“Zhangxun”) to seize the market opportunities of the next generation of information services and take charge of the research and development, application and marketing of 5G message-related technologies. At the present, the Company has not only completed relevant product research and development, but also designed application templates for various industries including finance, e-commerce, logistics, tourism, government affairs, education and electricity, and successfully signed the first batch of enterprise customers and sales partners.

The 5G message marketing cloud platform developed by the Company aims to solve all communication and marketing needs of merchants and customers for communication, sales, and maintenance. This is a product intended to unify customer and prospect marketing signals in a single view with functions like precise SaaS value-added services, data monetization and message-marketing. The Company’s 5G messaging business and smart phones are combined into a three-dimensional touch mode to build private domain relations with customers. It can serve all industries with marketing needs for customers and has extremely broad application potential.

During the reporting period, the Company held 3 product cooperation distribution conferences, successfully signed up more than 14 partners, with a contract value of $316,718 (RMB 2.046 million), and realized cash flow income of more than $239,938 (RMB 1.55 million); the Company and YTO National Engineering Laboratory initiated the establishment of the “5G Message Application Research Joint Laboratory”, and became the secretary-general unit of the 5G Message Professional Committee of the China Association of Communications Enterprises to jointly formulate 5G message standards for the Chinese logistics industry. Also, the Company has become a member of the 5G messaging working group of the Ministry of Industry and Information Technology, and participate in the drafting and formulation of national 5G messaging related policies.

In terms of market coverage, 5G messaging product channels have expanded to 5 provinces and cities in Shanghai, Chongqing, Zhejiang, Yunnan and Shaanxi, accounting for 14% of China’s provincial-level administrative regions, greatly enhancing the Company’s national business scope. It also shows that the market awareness and acceptance of 5G messaging services are rapidly increasing; moreover, Zhangxun has signed a total value of approximately $8.20 Million (RMB 53 million) with China’s leading converged communications service providers Hubei Kuanyun and Beijing Quantum Communications which indicates that the Company’s technical standards and service capabilities have been recognized by major customers in the Chinese market; at the same time, the Company has become one of the major CSPs (content service providers) of the three major domestic telecom operators. The above laid the foundation for the rapid increase in revenue in the future.

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4. Smart Payment Business

Our Smart Payment service provides customers with comprehensive payment and settlement services by using face recognition and big data analysis technologies. At the same time, combined with the Company’s existing 5G marketing cloud platform and other products, the Company strengthens the overall positioning of target customers, acquisition and service capabilities. The Company helps customers to enter into the overall service ecosystem composed of various systems and products, and strengthens the interconnection and linkage between products.

The Company’s payment and settlement system platform can be applied to PC, mobile terminals, intelligent terminal, and the unification of the POS machine. No matter which kinds of payment and settlement channels the customers use, they can use the payment and settlement system statements and data statistics, account settlement, data statistics, and the overall polymerization.

Relying on the account system, capital link and risk control system of payment, our smart payment system has established a comprehensive payment application system based on facial recognition, QR code recognition, big data analysis and other technologies based on the needs of different scenarios. Through the above industrial layout and the building of technical capability platform, the Company has initially formed the “intelligent ecology” of Datasea system, and gradually grown into the solution.

During the reporting period, the Company entered into service agreements involving its Smart Payment Service System with 11 institutions in the fields of consumption, finance, commerce and other industries and signed agreements, covering 8 cities including Shanghai, Shenzhen, Guangzhou, Dongguan, Shanwei, Xiamen, and Tianjin, expanding the smart payment business. At the same time, the data sea smart payment system is interconnected with the Company’s 5G messaging, smart community and other systems through the API interface, allowing consumers to enjoy the best user experience of obtaining information, service selection and purchase payment, and at the same time enabling the Company’s various systems to provide customers with the business needs.

Overall, after the current fiscal year, the Company continued to sign major customer agreements including Hubei Kuanyun and Quantum Communications. As of September 28, 2021, the total contract value in RMB is approximately US$8.2 million (RMB 53 million), both of which come from 2 contracts in the 5G messaging business segment.

As of September 2021, the Company’s business and customers covered 18 provinces in China, and about 60% of China’s provincial administrative regions achieved cumulative sales of the Company’s products; among which the Company has obtained 5G messaging business for the first time in Shanghai, Chongqing, Zhejiang and Guangdong during the reporting period, resulting in the Company’s series products being sold in 60% of China’s provincial administrative regions.

During the reporting period, we launched an office in New York for the Company’s board of directors and management to expand the Company’s business scope, institutional cooperation, investor relation base and international brand influence in the United States.

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Impact of coronavirus outbreak 

In December 2019, a novel strain of coronavirus (COVID-19) was reported in China, upon which the World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern.” During the period from January to March 2020, the Company’s marketing and business developments efforts were materially adversely affected since, among other reasons, the Company’s employees were not able to return to our offices to resume their duties. The Company resumed its operations in April 2020. As a recipient of the PRC government support programs intended to mitigate the adverse economic impact of the pandemic, the Company’s business operations has recovered and not be materially affected going forward. Its Smart security platform has enabled the Company’s R&D team to continue working in online mode during the pandemic. In addition, the Company believes its efforts to move its functions online were sufficiently prompt and effective to minimize adverse effects on the Company’s financial reporting and internal control over financing reporting systems. The Company does not anticipate any impairments of its assets. However, the Company expects that the impact of the COVID-19 outbreak on the United States and world economies may have a material adverse effect on the demand for the Company’s services. We currently believe that our financial resources will be adequate to see us through the outbreak. However, in the event that the pandemic continues on for a longer period of time, we may need to raise capital in the future.

The COVID-19 pandemic has prompted the Company to focus on developing epidemic related products to pursue new business opportunities. In connection with the intensifying efforts to contain the spread of COVID-19, the Chinese government has taken a number of actions, which included extending the Chinese Spring Festival in 2020, quarantining individuals infected with or suspected of having COVID-19, prohibiting residents from free travel, encouraging employees of enterprises to work remotely from home and cancelling public activities, among others. According to a press release of CNN Hong Kong dated August 23, 2021, China reported no new locally transmitted Covid-19 cases on August 23, 2021 for the first time since July this year, according to its National Health Commission (NHC), as authorities double down on the country’s stringent zero-Covid approach. In response to the entire country’s efforts to combat the spread of COVID-19, the Company integrated the epidemic prevention and control system and epidemic prevention and control functions as a sub-module into the regular Smart Campus System and Smart Public Community System.

Recent Developments

On August 17, 2020, Shuhai Information Technology Co., Ltd. (hereinafter referred to as Shuhai Beijing), the VIE of Datasea Inc., was registered and founded a wholly-owned subsidiary in Shenzhen, Guangdong —- Shuhai Jingwei (Shenzhen) Information Technology Co., Ltd., with the purpose of carrying out smart security business in the Guangdong-Hong Kong-Macao Greater Bay Area as well as international import and export in a timely manner.

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In June 2020, the Company filed a Registration Statement on Form S-8 to register 4,000,000 shares issuable pursuant to the 2018 Plan. The 2018 Plan was intended to attract and retain the best available personnel and provide additional incentives to employees, directors and consultants. 3,692 shares have been granted under the 2018 Plan as of the date of this prospectus.

In June 2020, we filed a “shelf” registration statement on Form S-3 to from time to time issue and offer up to $100,000,000 aggregate dollar amount of common stock, debt securities, warrants or units of securities.

On October 22, 2020, the Company entered into a common stock purchase agreement with Triton Funds LP (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton was obligated, pursuant to a purchase notice by the Company, to purchase up to $2 million of the Company’s common stock from time to time through March 31, 2021. The Company is precluded from submitting a purchase notice to Triton if the closing price is less than $1.65 per share as reported on the Nasdaq Stock Market.

On November 11, 2020, the Company and Triton closed an equity financing for the issuance of 520,000 shares of the Company’s common stock at $1.80 per share, the Company received $931,000 proceeds from the financing after deducting $5,000 expenses. Effective as of November 10, 2020, the Company exercised its right to terminate the Agreement.

On November 16, 2020, Guohao Century formed Hangzhou Zhangqi Business Management Limited Partnership (“Zhangqi”) with ownership of 99% as an ordinary partner. On November 19, 2020, Guohao Century formed a 51% owned subsidiary Hangzhou Shuhai Zhangxun Information Technology Co., Ltd (“Zhangxun”) Zhangqi owns 19% of Zhangxun; accordingly, Guohao Century ultimately owns 69.81% of Zhangxun. The purpose of the establishment of zhangxun is to expand the 5G field and 5G value-added service opportunities, and is responsible for the research and development, application and market promotion of 5G message-related technologies. It holds a business license issued by the Ministry of Industry and Information Technology of the People’s Republic of China to provide value-added telecommunications services.

On July 20, 2021, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell to such investors an aggregate of 2,436,904 shares of common stock of the Company at a purchase price of $3.48 per share. The Company also sold warrants to purchase 1,096,608 shares of common stock to such investors in a concurrent private placement. The closing of the sales of these securities under the securities purchase agreement took place on July 22, 2021. The net proceeds from the transactions were approximately $7,636,796, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes, and for the repayment of debt.

Corporate Business and Operational Developments

The Company’s current businesses include smart security solutions based on visual and non-visual multi-dimensional perception technologies, as well as strategic business expansions to 5G messaging and smart payment products which sharing similar underlying technologies. The products are divided into four categories, namely, Smart -City Solutions, Acoustic Intelligence, 5G messaging, and Smart Payment.

Our Detailed Business Analysis

1. Smart-City Business

The Company utilized visual perception technology and artificial intelligence data analysis solutions to develop a series of intelligent city. Our products are different from the traditional smart security solutions. They can not only conduct the identification process, but also the analysis and intervention process, making the overall protection more positive, active and intelligent. For the visual technology development, our products will further distinguish our existing products in the market, such as including certain acoustic intelligent multiple perception algorithm.

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We have combined the gig data platform and the intelligent three-dimensional platform to develop four application systems to form a business ecosystem,, which will enhance the market capacity of our smart city business. Satellite remote sensing image analysis system can provide powerful technical service support for the government departments in urban public governance, such as natural disaster warning, meteorological warning, urban governance, scenic spot management, traffic control and so on.

Intelligent three-dimensional platform

Intelligent three-dimensional platform is an intelligent development, innovation and operation platform based on cloud computing, big data, artificial intelligence and the Internet of Things. The platform contributes to the urban governance, security, industrial development, public service in various fields such as digital transformation, and it improves the level of urban management, government management ability, and scientific management ability.

Intelligent three-dimensional platform makes use of rich urban data resources, technologically advanced computer vision algorithm, fusion algorithm of visual and non-visual perception, big data analysis engine, and global real-time analysis to correct operational defects of cities in real time, promote intelligent and sustainable development of cities, and realize urban governance. By opening up the neural network of the city, the whole city can be analyzed in real time, and the data can help the city think, make decisions and operate.

Platform highlights:

Intelligent Internet of Things

It provides a stable, efficient, high-performance and comprehensive Internet of Things platform, supports a variety of flexible delivery methods such as public cloud, privatization and independent deployment, and creates a three-dimensional foundation platform for enterprises.

Edge cloud fusion

It provides comprehensive functions, comprehensive coverage, and open source edge fusion capabilities for device edge, LAN edge, and network edge, so that business applications can run in a more convenient and flexible way between edge and cloud.

Multi-mode holographic sensing

The cloud center system is interconnected and analyzed by the cloud intelligent AI analysis system to generate and control the output of multi-mode data for analysis and display.

Visual emergency command

Around the unified data center, data visualization, command remote interconnection, data communication, system includes emergency on-duty, emergency but maps, remote collaboration, emergency rescue operation, comprehensive analysis and display, emergency rehearsal, resources information management, emergency rescue team management module, realize the remote unified management, unified monitoring, unified scheduling, Unified analysis of multidimensional emergency command.

Big data platform

The Company’s big data analysis system is based on an internet platform, and it provides the big data infrastructure and data application. A big data platform is highly scalability, real-time, high performance, low latency analysis, high fault tolerance, availability, support of heterogeneous environment, open, ease of use, and has lower cost; its core technologies include large-scale data flow processing technology, large-scale data management and analysis technology.

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The system technology Architecture adopts service-oriented Architecture (SOA) and follows the principle of layering, with each layer providing services for the upper layer. The big data platform is analyzed layer by layer, including data interface layer, file storage layer, data storage layer, data analysis layer, data layer, business control layer, performance layer and system monitoring layer from bottom to top.

The big data platform provides precise, visual and dynamic data governance services for scenario-based applications in scenic areas, campuses, public communities and other industries. In addition, the platform covers the accumulation of rich data fields including big data basic technology, algorithms, models and data methodology, providing perfect and mature solutions. Through the full-link cloud data cooperation ecology including operation and maintenance support, data services and data products, it provides a comprehensive and full-coverage cloud experience for project requirements.

Platform highlights:

Lent Distributed data storage

The distributed network storage system uses an extensible system structure to meet the requirements of large-scale storage applications.

Massive data processing

The system processes TB or even PB data in seconds using a distributed architecture based on big data and a large-scale parallel processing system.

Real-time streaming computing

The robust computing power of cloud streaming computing services helps users build minute-level streaming computing applications such as clickstream analysis, e-commerce precise recommendation, financial real-time risk control and Internet of Things (IoT) monitoring.

Virtual Operation and Maintenance Management

A visual decision making product and AI service platform help customers to make integrated data decisions visually and intelligibly.

Based on the above two core platforms, the Company integrates intelligent hardware products including acoustic intelligent algorithms and hardware, high-precision face recognition as the core of a variety of sensory detectors, which helped to establish smart 3D security systems at the user side. Therefore, focusing on the basic areas like education, community and scenic area of smart city, we have developed three kinds of smart systems based on industrial scenarios to meet the increasing needs of customers, including smart campus system, smart community system, smart scenic area system and other industrial application systems.

In addition, after the outbreak of COVID-19 in 2020, the Company quickly developed an epidemic prevention and control system integrating temperature measurement, alarm and traceability, which is the fourth system in the Company’s smart city business sector, and also made contributions to the prevention and control of COVID-19 in China.

There are five systems of Smart-city business: smart campus system, smart community system, smart scenic area system, epidemic prevention and control system and satellite remote sensing image analysis system.

Smart Campus System

Relying on the integration of visual and non-visual perception algorithms, our Smart Campus security system is developed based on our big data security platform and smart 3D security platform, for the purpose of ensuring personal safety of teachers and students, improving campus security system, and enhancing overall prevention and control capacity throughout campus. We offer different options to meet the different requirements of kindergartens, primary schools, middle schools and colleges. Users can either buy the standard version (including basic function modules) or buy tailor-made system according to their specific needs. Information-based smart management all over the campus can now be implemented through data processing by such security system. So far, through systematic and statistical analysis of information, this system has been used for personnel identification management, alarm receipt and response management as well as file management so as to achieve intelligent data-based management of key targets (including people, location, object, matter, organization) as well as plans, contingencies and measures for prevention and control across the campus. In addition, with the increase in the number and frequency of individual users downloading and using the Smart Campus security system through their mobile devices, the Company has managed to explore the business model of providing individual users with value-added services like e-commerce platform interface.

Smart Public Community System

Our Smart public community security system has security functions of video surveillance, property management, vehicle analysis, electronic tour inspection and so on. Through real-time video monitoring, face recognition and other security functions, anomalies can be detected for risk control, and the application value of video can be improved in an efficient and simple way by transforming passive surveillance into active prevention, thus comprehensively improving the security prevention capacity throughout the community. The newly-designed module of smart community security system has been used in residential communities in Beijing Anhui, Fujian and other provinces. In order to satisfy diversified operational management requirements, the team has also developed different versions (WeChat applet, APP) mobile applications to meet the needs of households, property management and the whole community. Such system is designed to improve the efficiency of public community management and provide convenience for people in the community. We will promote this Smart public community security system nationwide in the near future.

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Smart Scenic Area System

Based on our big data security platform and smart 3D security platform, our smart scenic area security system is developed as an all-round smart security solution towards users. Featuring a combination of functions (e.g. HD video surveillance, behavior and status analysis, electronic tour inspection system, statistical analysis of passenger flow and flow limiting system) and a number of systems like GIS map, comprehensive security management all over scenic area can be well implemented. Customers can either choose among different options according to the type of scenic areas or buy tailor-made systems according to their specific needs. Currently, the smart management system of scenic areas has realized data sharing through integration of multiple resources, and better ensured the orderly and secure operation of scenic areas through the visualized security management empowered by big data.

Our smart scenic area security system and will be officially launched on the market at a suitable time.

Datasea epidemic system 

In the context of the COVID-19 pandemic, we made efforts to leverage our technological capabilities to develop an epidemic control system by using our big data security management platform and smart 3D security platform in a short period of time. Such system is mainly designed to provide public health data monitoring service for various end-users, including schools and public communities.

Characteristics - campus version

As part of Datasea’s Epidemic Control System (Campus Version), the Company’s R&D team has specifically developed an applet called Datasea Cloud School enabled by WeChat (student version and teacher version). This system can be integrated with functions like abnormal temperature reporting, real-time data uploading, anomaly alarming, assignment management, academic performance management, face recognition and so forth, thus helping schools carry out efficient epidemic control and ensure normal reaching and research operation.

Characteristics - public community version

The needs on security are more complicated in public places with dense population, such as residential communities, shopping malls and factories. Compared with the campus version, the community version also has functions of code scanning registration via mobile phones, thermal imaging temperature measurement, mask detection, home quarantine visits, etc., which has addressed the challenges of temperature detection of large passenger flows and low efficiency of epidemic detection that usually occurred in public places and has effectively cut off the spreading channels of the epidemic.

Given China’s market of normalized and persistence of epidemic prevention and control, according to the demand of the market and the characteristic, the Company developed the function of the epidemic prevention and control system, module based on embedded in the Company of Smart Campus system and public community wisdom in the system, to provide customers with conventional systems and services at the same time, meet the demand of school public and community of epidemic prevention. In late 2021, the Company has not carried out independent marketing for the epidemic system campus edition and public community office.

Satellite remote sensing image analysis system

Based on the application and market demand of the underlying platform of the existing big data platform and Intelligent three-dimensional platform, the Company integrated satellite remote sensing, telecom operator data, cloud management terminal and the technology application architecture of space and earth, to create an innovative smart city management and control system of “multi-source integration and integration of space, space and earth”.

Through independent innovation and cooperation with external scientific research institutions, the Company has created preliminary product and service capabilities. It mainly provides the following technical products and services for government departments and enterprises in the field of smart city construction, such as meteorological early warning, geological disaster early warning, urban planning, urban management, traffic control, disaster monitoring of agriculture, forestry, animal husbandry and fishery, safety monitoring, environmental monitoring and other smart city fields, as follows:

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Remote sensing data processing

Through the transformation from IT to DT, the core technologies and service capabilities of remote sensing big data collection, storage, processing and mining are built to form a revenue model of remote sensing big data service.

A platform operation

Through implementing platform strategy and remote sensing market platform, we built remote sensing industry and application ecosystem, collect remote sensing data, technology, facilities, service providers and users, support mass entrepreneurship and crowdsourcing services, and form a profit model for cloud service platform operation.

Government Buy remote sensing products

Standardized remote sensing data and information products, remote sensing technical service products, remote sensing unmanned aerial system products and terminal application products are formed by implementing data acquisition and product production independently, forming a product sales revenue model.

Competitive analysis of Smart City Business:

In order to solve various problems arising from the process of, smart cities have become the main driving force for social development in recent years. At present, in the Chinese market, industry application solutions for smart cities are mainly concentrated in the fields of education, urban management, urban interconnection, people’s livelihood engineering and emergency response, and related system development and solutions are emerging one after another.

Datasea has a clear competitive advantage in the field of smart city solutions. Taking Datasea Smart Campus and Smart Community solutions as an example, the advantages mainly come from two aspects:

First, based on the Company’s big data platform and smart three-dimensional platform, the Company’s industry smart systems and solutions have comprehensive data analysis capabilities, efficient data management capabilities, and faster data operations among competing products in the same industry. ability. This made our products not only have strong analytical capabilities, but also good predictive capabilities and proactive intervention capabilities.

Second, the non-visual acoustic intelligent algorithm strengthened the original visual perception technology and it made the overall perception technology more diversified and integrated, which distinguishes the Company’s core technology from that of other competitors. The Company’s smart campus and smart community systems solutions integrated hardware and Company’s algorithms and software such as face recognition and voiceprint recognition, video recognition and audio recognition fusion, abnormal voice recognition, “semantic + voiceprint” voice perception, “integrated perception + intervention control” .

Industry Application:

There is a wide range of industry applications for China’s smart cities relevant fields, including the development of medical, transportation, logistics, finance, communications, education, energy, environmental protection and other fields, , and will help China expand domestic demand, adjust structure, and transform economic development. Therefore, promoting the “smart city” concept and relevant industry is a strategy that China will focus on developing in the future.

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Relying on big data and three-dimensional intelligence platform, in addition to the existing industry applications in education, public communities and scenic spots, the Company can continuously develop and replicate the needs of related industries, and launch more targeted, innovative systems and solutions.

In addition, the Company’s multi-dimensional expansion will be carried out in response to the growing demand for new urban development. For example, in areas such as emergency rescue and natural disaster early warning, the Company has developed the fifth largest system of smart cities, the satellite remote sensing system, based on its own technology extension and industry and technical resource integration capabilities, as a new smart city business segment. The Company also added content to provide strong technical service support for government departments in urban public governance, such as weather warning, urban planning, and traffic control.

Market Expectation:

According to the 2018-2023 China industry market outlook and investment strategy planning analysis report, in 2019, China’s domestic smart city-related investment has reached approximately 22.9 billion U.S. dollars, and the global market has reached 1.1 trillion U.S. dollars. In the past ten years or so, countries have invested heavily in the construction of smart cities, and the amount of investment has increased year by year. According to the forecast of the Foresight Industry Research Institute, China’s smart city market will reach 25 trillion by 2022.

Business progress and development plan:

During the reporting period, the Company’s smart community system business achieved a new business model upgrade and expanded the product coverage to individual customers to expand the Company’s revenue sources. In addition to providing community intelligent management services and epidemic prevention and control system services for the clients of community property management companies, the Company also directly provides convenient value-added services such as online shopping malls for community residents, families and individuals. The Company’s strategic focus revolves around the needs and growth potential of the community, through providing individual users with comprehensive value-added services such as e-commerce to obtain sustained revenue and higher gross profit.

In this fiscal year, the Company completed the smart campus security management and control platform project of Harbin New District No. 1 School and 73rd Middle School of Harbin; China Pacific Life Insurance Heilongjiang branch office building access control, monitoring, and alarm projects, etc. The project is concretely implemented.

As a significant post-term matter, Datasea and its wholly owned subsidiary company Guozhong Haoze (Beijing) Technology Ltd. (“Guozhong Haoze”), had signed a strategical agreement with Eastcom Smart Chain (Beijing) Network Technology Co., Ltd. to provide smart systems and services for Canteens and restaurants in at least 200 schools and institutions in the next two years, with a total contract amount of not less than US$14,758,359 (RMB 95,339,000),indicating that the company’s services in the field of smart Campus have further penetrated into subdivisions and the Market Share will increase substantially.

Datasea Smart City is adhering to the development strategy of “platform + ecology”, and it gives full attention to its advantages in data, technology, ecology and security to support the development of cities in China. The goal is to provide industry-leading intelligent products and solutions for urban insights, urban governance, industrial development, and individual customers in the next three years. By 2025, our product service sales and market applications is predicted to achieve full coverage of 28 provinces in China, including more than 10,000 smart campus and smart community projects.

2. Acoustic Intelligence Business

Traditionally, Smart security products are mainly developed using visual perception technology. However, non-visual perception technology is the future of the smart security industry. The Company aims to stand at the forefront of innovation. We bring in AI technologies to empower our sensor devices to make them increasingly intelligent, and to make them able to communicate with one another and develop autonomous behavior. Also, by using multiple data sources, the products would achieve increased accuracy, a and can be applied in a wider range of applications. Therefore, other than the vision systems, we developed acoustic intelligence to enhance our smart security solutions. Audio sensing technology is as ubiquitous in day-to-day life, as it is in large-scale industrial projects. By capturing sound vibrations, sensors picked up the non-visible aspects and events of an environment.

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Datasea Acoustic Intelligence mainly refers to the “acoustics + AI (artificial intelligence)” as the application innovation architecture, focusing on voice perception and acoustic effects and integrating algorithm models to achieve smarter technical products, services and solutions to meet the requirement of specific industry scenarios.

The Company has spent many years to develop acoustic algorithms and technical foundations. Most of the Company’s R&D personnel came from the Chinese Academy of Sciences, Nanjing University and other scientific research institutes in acoustics and signal processing and have long-term accumulation in underlying acoustic technology and algorithms. In addition, Datasea has reached a strategic cooperation with the Academy of Acoustics of the Chinese Academy of Sciences on April 8, 2021, the most authoritative research on acoustics in China.

Technical Description

● The core technology of Datasea Acoustic Intelligence is divided into application layer, platform layer, data layer, and infrastructure layer from the architectural dimension.

● The core technology of Datasea Acoustic Intelligence is divided into algorithm learning and acoustic model establishment from the algorithm dimension.

● The core technology of Datasea Acoustic Intelligence is divided into voice perception and acoustic effects from the functional dimension. Among them, the voice perception category includes Datasea voice recognition technology, Datasea voiceprint recognition technology, and Datasea scene sound detection technology; acoustic effects include sound wave directional propagation control technology, high-intensity sound wave intervention technology, ultrasonic sound effect control technology, and infrasound sound effect control technology. The perception and cognitive recognition technology of the Company’s Acoustic Intelligence centered on the use of sound effects mainly includes speech recognition technology, voiceprint recognition technology, keyword detection technology, and scene detection technology; the active control technology of Datasea Acoustic Intelligence through acoustic effects mainly includes sound waves Directional propagation control technology, high-intensity sound wave intervention technology, ultrasonic sound effect control technology, infrasound sound effect control technology.

The Industry Application:

Datasea has invested in research and development in acoustic technology fields to gradually formed six industry applications, such as the industrial Internet of Things, smart city, security, medical care, agriculture and other fields to provide ” “Sound+” innovative applications and solutions, and its software and hardware integration technology has a leading advantage in the industry chain.

Smart City Sector

Datasea has developed and upgraded its series of smart city products based on visual perception technology. The introduction of non-visual acoustic intelligence technology will bring our products to a higher level. Specifically, the application of acoustic intelligence in this product mainly includes Tianer voice recognition alarm, Tianer strong sound drive and Tianer natural disaster early warning system.

● Tianer voice recognition alarm: This product uses voice recognition technology, special keyword monitoring technology, voiceprint recognition technology and sound perception algorithm model, divided into Tianer voice recognition alarm special version and Tianer voice recognition alarm audio and video Linkage version. The special version of Datasea Tianer Voice Recognition Alarm can accurately and efficiently identify semantic keyword extraction and voiceprint features in specific scenarios through the combination of this series of technology applications and sound perception algorithm model training, and supports flexible keyword customization. It can be widely used in public or private places such as public restrooms, dormitories, and hotel rooms for security monitoring and early warning needs. The audio-visual linkage version of the Tianer voice recognition alarm is embedded with a video surveillance machine vision module on the basis of a dedicated version. It also supports face recognition and behavior recognition, and can be widely used in various public places.

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● Tianer Strong Acoustic Repellent. This product adopts the high-intensity sound wave intervention technology of several seas, and modulates with an acoustic algorithm to emit a strong stimulating sound wave of a specific frequency. The high-sound-pressure-level transducer array is used to achieve high-intensity sound waves. Long-distance directional transmission, used for propagating, warning and driving away, is a new generation of active voice security products. This product can be equipped with an infrasound module, which can be integrated into the infrasound module to achieve EEG shock waves, hallucinations, increase the frequency of terror, improve the dispersing effect, and solve the shortcomings of traditional outdoor speakers such as short sound transmission, poor directivity, and insufficient deterrence.

● Tianer natural disaster early warning system: This system adopts Datasea voiceprint recognition technology, Datasea scene sound detection technology and sound perception algorithm model. This system is a research product direction in the stage of Datasea Acoustics Intelligent Laboratory, mainly for major natural disasters. Infrasound signals are generated before the occurrence, and infrasound monitoring technology is used as an important means of natural disaster warning (such as earthquakes, tsunamis, typhoons, etc.) to directly serve human disaster prevention and mitigation, so as to avoid causing serious economic losses and casualties to humans.

In addition to the application in the field of smart cities, because of the very wide applicability and applicability of acoustic intelligence, there are also objective needs in the fields of industrial Internet of things, people’s livelihood, medical beauty, medical care, and agriculture. In these fields and more industries and fields, Datasea has the ability and opportunity to provide technological products with technical content.

Industrial Internet of Things

The acoustic smart products developed by Datasea in the Industrial Internet of Things mainly include ultrasonic flaw detectors and abnormal sound monitors for electromechanical equipment.

Medical Cosmetology

It refers to the cosmetic method of repairing and reshaping the human appearance and the shape of various parts of the human body by using drugs, surgery, medical equipment and other traumatic or irreversible medical technology methods.

The products of Datasea Acoustic Intelligence in medical beauty applications include commercial ultrasonic beauty instruments and home ultrasonic beauty instruments. The product adopts Datasea ultrasonic and directional transmission control technology to realize the ultrasonic beauty function. Using ultrasonic beauty instruments on the face can cause skin cells to vibrate, produce subtle effects, change cell volume, thereby improving local blood and lymph circulation, enhancing cell permeability, improving tissue metabolism and regeneration capabilities, softening tissues, and stimulating nerves System and cell functions make the skin shiny and elastic.

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Medical health Care

Medical health care is to carry out high-tech treatment, recuperation, health care and elderly care activities relying on medical technology and resources. At present, Datasea Acoustic Intelligence’s products in medical and health care applications include two types of hypnotic wake-up devices and sound therapy devices for senile dementia.

Hypnosis and Rejuvenation Apparatus: Adopt the directional transmission control technology of Datasea sound wave and the sound effect control technology of Datasea infrasound wave to interfere with the activity state of the sympathetic nerve of the human brain. It can be widely used in sleep disorders, insomnia and depression, etc.

Alzheimer’s Acoustic Therapy Apparatus: One of the high-end upgraded models of Hypnosis and Refreshing Apparatus in the prevention and treatment of Alzheimer’s disease. It has added inductive audio, low-frequency sound waves and other specific sound wave frequency technologies for the prevention and treatment of Alzheimer’s disease.

Consumption of Individual Customers

In the consumer products, Datasea Acoustic Intelligence is divided into two types of products: directional sound and directional sound module. In addition, Datasea Acoustic Intelligence pioneered the application of directional sound to audio solutions, which are widely used in advertising media and digital signage exhibitions in supermarkets, banks, hospitals, schools, homes and other places.

Agriculture

The main products of Datasea Acoustic Intelligence in agricultural applications are ultrasonic insect repellent and vocal assisting birth-inducing instrument.

Market Expectation:

According to the analysis of the 2021 China Intelligent Voice Industry Solution and Service Provider Brand Evaluation Report by Yiou Think Tank, under the drive of policy, economy, technology, and the digital transformation of traditional enterprises in 2020, the labor costs will gradually decreased. With the advantages of automated operation efficiency, intelligent voice systems have become the core support for the digital transformation of enterprises. According to the report, the scale of the smart voice market is expected to reach 56.48 billion yuan in 2023, the voice market still has a lot of room for development.

Business progress

Product development

The Company established an innovative architecture of “Acoustics + AI”. Datasea’s Acoustic Intelligence has created the core technologies represented by voice perception and acoustic effects. Through semantic recognition, voiceprint recognition, abnormal sound recognition, sound wave driving, Ultrasonic intervention, infrasound intervention and other aspects have developed specific applications in products. At the present, the acoustic intelligent technology is realized at stage 1.0. It has obtained 4 independent research and development core technology invention patents and 4 software copyrights. International intellectual property rights are in the process of implementation. In terms of product production, our hardware products are in the production and processing design stage, and some samples are made.

Market Development

We have initially met the needs for the global industrial Internet of Things, smart cities, people’s livelihood consumption, medical beauty, medical care, agriculture and other fields, providing technical product services and solutions, and have achieved certain results in market application demonstrations.

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Team building

Relying on the technological advantages of the Technology Innovation Research Institute and the Acoustic Intelligence R&D Center, Datasea has further increased the recruitment of acoustic intelligence related technology research and development talent teams, including product managers, platform architects, hardware development engineers, software development engineers, Algorithm engineers, test engineers and other professional technical personnel, technical personnel account for more than 80% of the total number of project teams.

College cooperation

The Company has entered strategic cooperation with the Institute of Acoustics of the Chinese Academy of Sciences, the Institute of Artificial Intelligence of Beijing University of Posts and Telecommunications, China Academy of Information and Communications Technology, China Artificial Intelligence Industry Alliance, etc., and established the Acoustic Intelligence Key Laboratory and the Acoustic Intelligence Technology Task Force to jointly research and develop acoustic intelligence technology achievements, establish enterprise technical standards and industry technical standards, and hire relevant experts to become technical consultants for the Tianer project. In addition, we have jointly achieved the integration of production and education with colleges and universities to provide a platform for work practice and achievement incubation for students of acoustic intelligence related majors.

Management standards

The management has introduced international R&D management standards to ensure that R&D is carried out in an orderly manner in accordance with a relatively standardized process.

3. 5G Messaging Business Sector

The 5G messaging business segment is one of China’s 5G technology strategic emerging businesses. China Mobile, China Unicom, and China Telecom jointly released the 5G messaging white paper on April 8, 2020, officially opening the 5G messaging in China’s economic and social development China empowers long-term development opportunities for thousands of industries. The Company has now become the ISP (Internet Service Provider) and CSP (Content Service Provider) of China’s three major operators, and a member company of the China 5G Message Working Group.

5G Messaging service is referred to as RCS, which stands for Rich Communication Suite, functioning as an integration of phones, messages and contacts. Specifically, this communication suite enables users to enjoy various effective interface with integrated messages including texts, pictures, audio, video and emoji, radically breaking through the traditional text length limitations, and more diversified functions such as online payments, online-offline messages, and it can initiate group chats or send group messages even within unregistered friends.

When 5G messaging is applied into marketing, the faster speeds, better transmission quality, and lower latency create new customer experience for shoppers.

5 G message-marketing cloud platform (“5G MMCP”)

The 5G message-marketing cloud platform developed by the Company aims to provide an all-in-one solution to all the communication and marketing needs of merchants and customers from early communication, sales, and later maintenance. We hope to use data to empower marketing, drive user growth, lead enterprises to achieve digital innovation, and help enterprises create long-term value for customers.

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The 5G message marketing cloud platform developed by the Company aims to one-stop solve all communication and marketing needs of merchants and customers for communication, sales, and maintenance. This is a product intended to unify customer and prospect marketing signals in a single view with functions like precise SaaS value-added services, data monetization and message-marketing. Through big data and Artificial Intelligence technology to deeply build NLP (natural language processing technology) and multi-industry business scene analysis ability, combined with artificial intelligence machine learning, deep learning ability, relying on SaaS marketing center and data center, Accurate marketing for enterprise customers and provide various message sending channels, industry templates, business scenarios, marketing tools and operation analysis and other applications and personalized services. The Company’s 5G messaging business and smart phones are combined into a three-dimensional touch mode to build private domain relations with customers and provide precise solutions. It can serve all industries with marketing needs for customers and has extremely broad application potential.

Datasea 5G message marketing cloud platform collects annual usage fees and renewals through SAAS services, SAAS value-added service fees, channel information fees, privatization deployment and private domain operations, system development fees and solution operation service fees, and big data labor Intelligent middle-office services charge corporate data value-added service fees and artificial intelligence value-added service fees.

● Chatbot

Chatbot is an intelligent robot and employs computer programs to automate interactions with prospects and customers. It adopts language processing NLP technology to respond to users at any time and provide message services such as sending, receiving, parsing and processing. It is a new human-computer interaction service mode with a higher degree of integration and can replace APP.

5G message-marketing cloud platform (“5G MMCP”) satisfies the communication between merchants and customers through Chatbot, and provides users with personalized services with AI deep learning according to chat scenarios.

● Saas New marketing center Platform

SaaS New Marketing Middle Platform includes a messaging center, a risk control center, a user center, a financial center, and an open interface center. The functions of each center can make the capabilities provided by the PaaS platform more cohesive, flexible, and open to meet the needs of different customers. With multi-dimensional requirements, customers can use and access PaaS capabilities based on their own demand.

● AI Computing Center

The AI computing center is the core of the data center which includes real-time calculation, offline calculation, data mining and other functions.

● Messaging Center

Message center is the basic capability, including short message, video message, 5G message sending, template making, Chatbot customization, sending result query, etc.

● User center

User center is the core basic ability, is the guarantee of customer center. Include account management, role management, user management, blacklist, user label management and other functions. Through user center configuration, the SaaS middle desk can be assigned according to the position of the user’s company and view the data. Can also let customers for their own users to play the label, user portrait, user analysis, can make customers know more about their own users.

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● The financial center

The financial center provides recharge, reconciliation, statements, settlement, invoice management, payment management and other functions.

● The interface open center

The interface open center is the open capability of PaaS platform, the open interface of partial PaaS capability that has been developed, and the open capability application function.

● Risk control center

Risk control center is to ensure that the core of information security and compliance, contain artificial audit and audit ability, all of the messages to be sent to after the audit risk control center, intercept the message not compliance resource, pictures, video, voice, text as eroticism, gambling, poison, anti-spam audit, through intelligent audit, The identified non-compliance or suspected violations of resources transferred to human audit, after two audits, to ensure that the message sent percent lily rules. In addition, there are enterprise certification audit, preferential gift audit and other functions.

● The enterprise service center

The enterprise service center is the foundation of the enterprise one-stop operation, including the general template library of the industry, mainly to provide customers with professional templates of the industry, so that customers can quickly create their own templates through simple editing, so that they can send professional messages in the industry.

● The marketing center

The marketing center provides customers with a variety of marketing strategy management, marketing effect analysis reports and marketing tools (such as: seckill, group, coupons, etc.), providing customers with 5G message marketing value-added services.

● The distribution center

The distribution center provides customers with distribution tools, mainly including price management, distribution management, event management, social communication, commission management and data analysis functions, and provides customers with value-added services of 5G news distribution.

● The customer data center

The customer data center carries out multi-dimensional statistics on the user data generated by customers, including message sending statistics, user touch statistics, pull new statistics, user retention statistics, pull appeal statistics, customer screening, user portrait, evaluation and analysis, etc., to provide data support for customer marketing.

Highlights

● Real-time collection of user usage scenarios and real-time analysis of user data;

● panoramic user portrait insight, accurate 5G message sending;

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● increase the efficiency in client acquisition ;

● Multi-dimensional data support intelligent marketing and improve ROI

● Artificial intelligence data mining to support data realization;

Competitive product analysis

Comparison with SMS

Shortcomings of traditional SMS:

● The 70 characters of SMS are limited.

● Plain text information cannot meet the rich social needs of individual users;

● only text and only 70 words limits

Advantages of 5G messaging over SMS:

● The interactive content of video, audio, picture and text is not restricted by the form;

● The interactive content of video, audio, picture and text is not restricted by form;

● Multiple buttons to help guide users, greatly increasing the interaction between enterprises and users;

● SMS as a service platform, mobile terminal users as product users;

● AI reply, user uplink can quickly answer.

Comparison with WeChat Mini Programs/Official Accounts, Alipay Mini Programs and Service Apps

In the B2C scenario, 5G messages will have greater advantages for WeChat Mini Programs/Official Accounts, Alipay Mini Programs and Life, Government and People’s Livelihood Service Apps: whether it is WeChat Mini Programs/Official Accounts, Alipay Mini Programs, or life, government and people’s livelihood services Similar to APPs, users need to search for their mini programs, or need to pay attention to their official accounts, or even need to download their APPs, and authenticate before sending messages, while 5G messages are sent directly through the recipient’s mobile phone number; secondly compared WeChat, Alipay and various service apps, 5G messaging can achieve the coverage and reach of all users, so they have very strong commercial value and service capabilities.5G

Industry application

The Company has 5G message open interfaces for docking platforms for customers in various industries such as finance, e-commerce, logistics, tourism, government affairs, education, power, etc., or privately deploys the PAAS platform, or customizes and develops various proprietary services for industry customers. The industry application is extremely broad.

Market Expectation

GSMA (Global Association for Mobile Communications Systems) predicts that by 2025, China will have more 5G connections than North America and Europe combined, ranking first in the world. The number of 5G connections will reach 460 million, accounting for 28% of the country’s total connections. “RCS has become an international standard and an international trend. As of September 2020, 90 mobile network operators around the world launched RCS, with 473 million global monthly active users, according to the GSM Association. By the end of 2021, the RCS market is estimated to be about $74 billion. We believe 5G messaging can improve the retail and commercial user experience. MobileSquared predicts that 74.6% of smartphone users will use RCS channels to communicate by 2023.

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Business Development

In November 2020, the Company established Zhangxun to seize the market opportunities of the next generation of information services and take charge of the research and development, application and marketing of 5G message-related technologies. At the present, the Company has not only completed relevant product research and development, but also designed application templates for various industries including finance, e-commerce, logistics, tourism, government affairs, education and electricity, and successfully signed the first batch of enterprise customers and sales partners. As the first batch of high-tech enterprises participating in 5G messaging applications, the Company has successfully grasped the market’s first-mover advantage and established industry authority. It has been recognized by the cooperation orders and market recognition of first-class enterprises in sub-sectors including YTO and Zhongtong.

In addition, our 5G messaging business has also won many customer recognition and industry honors, as follows:

In November 2020, Zhangxun reached an intention to cooperate with China Mobile Internet;

In March 2021, “Pharmacy Network” reached a strategic cooperation to jointly build a 5G messaging platform for medical e-commerce;

In March 2021, Zhangxun became the governing unit and member unit of the 5G messaging working group of the Institute of Information and Communication Technology of the Ministry of Industry and Information Technology;

In April 2021, Zhangxun became a member unit of China Association of Communications Enterprises;

In May 2021, Zhangxun participated in the Jiangsu Mobile “Colorful 5G” ChatBot Developer Competition and won the first prize;

In May 2021, Zhangxun signed a distribution cooperation agreement with Guardian Boya (Zhejiang) Culture Co., Ltd. (“Guard Boya”). The goal is to provide 5G messaging marketing cloud platform to 50,000 corporate customers in Jiangsu Province, Zhejiang Province and Shanghai (“5G MMCP”);

In June 2021, Zhangxun attended the Asia-Pacific 5G Message Application Conference and won the “5G Message Leadership Enterprise Award”;

In July 2021, Zhangxun passed the ZTE Openlab 5G messaging platform access certification;

In August 2021, Zhangxun became a CSP partner of Jiangsu Mobile’s 5G messaging;

In August 2021, Zhangxun won the top 16 of Guangxi 5G Industry News Application Competition and advanced to the final.

We had announced on June 29, 2021 that Zhangxun entered into a cooperation agreement with National Engineering Laboratory for Logistics Information Technology (“National Engineering Laboratory”) to jointly promote the formulation of 5G Messaging standards in the express industry in China. The National Engineering Laboratory is approved by the National Development and Reform Commission of China and led by YTO Express (Stock ticker: 600233.SH), one of the top express companies in China. This cooperation is also a milestone for Datasea as it recognizes the Company’s technology expertise and influence in the industry. The Company believes the formulation of 5G messaging standards will not only help to improve the operational efficiency and reduce costs of express delivery companies in terms of marketing and communication, but also increase end consumers’ satisfaction of logistics services and products in the future.

In terms of product development in the 5G messaging industry, the Company has obtained authorization to develop and use some customers in the logistics, catering and other industries, such as “Ai La” restaurant group and pharmacy.com, etc., especially the one of China’s leading express companies ZTO Express (“ZTO”) Authorized to develop ZTO 5G messaging application. This authorization signifies that company’s 5G communication products are applied across industries and scenarios to provide services for China’s trillion-level logistics market. The Company’s 5G messaging business has officially entered the market.

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In the recent national 4th “Blooming Cup” 5G Application contest sponsored by the China Academy of Information and Communications Technology and China Association of Communications Enterprises, Datasea’s ZTO 5G Messaging Application was successfully selected as a top semi-finalist. This achievement marks another recognition for the Company’s 5G Messaging application in the industry and market on a national level. The Blooming Cup featured 5G Messaging applications in various industries. The contest invited reputable experts to serve as the judge. These experts were from institutions including The Ministry of Industry and Information Technology, Beijing University of Aeronautics and Astronautics, Beijing University of Posts and Telecommunications, Beijing Jiaotong University, China Academy of Information and Communications Technology, China Association of Communications Enterprises, National Information Center, China Telecom Group, China Mobile Communications Group, China United Network Communications Group, Huawei and ZTE. Hundreds of participants joined the contest and were from industries including public services, finance, consumption, media, and cultural tourism. A total of 90 applications were shortlisted for the semi-finals. Datasea’s application in 5G Messaging has won several awards in the industry, and our team will keep following up on the Blooming Cup national 5G Messaging contest.

In the field of 5G messaging in fiscal year 2021, the Company has held 3 product cooperation conferences, and successfully signed more than 14 partners, with a contract value of $316,718 (RMB 2.046 million), and realized cash flow income of more than$239,938 (RMB 1.55 million). The channel of our 5G messaging product partner has expanded to 5 provinces and cities including Shanghai, Chongqing, Zhejiang, Yunnan and Shaanxi, accounting for 14% of China’s provincial administrative regions. moreover, as an important post-term matter, Zhangxun has signed a total value of approximately $8.20 Million (RMB 53 Million) with China’s leading converged communications service providers Hubei Kuanyun and Quantum Communications which indicates that the Company’s technical standards and service capabilities have been recognized by major customers in the Chinese market; at the same time, the Company has become one of the major CSPs (content service providers) of the three major domestic telecom operators. Lay the foundation for the rapid increase in revenue in the future. At the same time, the Company has won a series of industry and even national competition awards, and its technical capabilities have been recognized by the industry. In the future, the Company will work closely with partners to focus on omni-channel advertising on 5G messaging business, regularly organize investment activities, and more market exposure will effectively expand distribution channels, which will have a positive impact on the Company’s revenue growth.

Development Plan

5G messaging product plays a vital role in our product offerings and we’ll continue to upgrade our smart business solutions to assist companies of all sizes with digital transformation. We believe that in the future, we will continue to assist companies to consolidate their messaging services, build ongoing customer interests, and improve operation efficiency. We’ll keep upgrading our 5G messaging products, applications scenarios, and pricing models with the advanced technology on hand and client-centric approach in mind. Datasea aims to be a trusted business partner for millions of small and medium-sized enterprises in China and be an industry leader in 5G messaging marketing and cloud business solutions.

4. Smart Payment Business

The Smart Payment Business provides customers with comprehensive payment and settlement services through convenient and contactless smart payment business by using face recognition and big data analysis technologies. At the same time, combined with the Company’s existing 5G marketing cloud platform and other products, the Company strengthens the relationships with target customers, and its service capabilities. This business helps customers to enter into the overall service ecosystem composed of various systems and products, strengthens the interconnection and linkage between products, helps customers get more one-stop service experience, and maximizes the service ability and product coverage of Datasea.

With the development of smart ways to submit payment and the settlement system platform, such as PC, mobile terminals, intelligent terminal, the unification of the POS machine and relevant products, no matter which kinds of payment and settlement channels merchants use , they can use the data statistics, account settlement, data statistics, the overall polymerization provided by the Company.

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Relying on the account system, capital link and risk control system of payment, our smart payment system has established a comprehensive payment application system based on facial recognition, QR code recognition, big data analysis and other technologies according to the needs of different scenarios.

Smart payment business-- three systems

● Our Smart Information Service System

Datasea’s Smart Information Service System allows retailers to employ facial recognition technology to charge customers to be used at the point of sale, and provide the Smart System in exchange for percentage of transaction value of each transaction utilizing the Company’s technology. The term of each of the service agreement is at least one year.

● Full-range tourism public service and settlement system

According to the State Council on promoting the development of full-range tourism guidelines and the difference in planning reference to deepen “Internet + government affairs” online service platform function, improve the whole process integration and in-depth development of mass tourism, wisdom, innovation, tourism product system, improving the tourism consumption policy under the background of experience. Through solution of local government can be real-time access to global tourism big data (such as the source of tourists, age, sex, period, tourist hot spots, consumer preferences, etc.), relevant emergency security departments such as transportation, public security, fire control can be fast response of tourism scenic spot emergency events, through a mobile phone can satisfy tourists in eating, living, transportation, tour, entertainment, shopping, etc., all of the requirements. The closed-loop payment and settlement system serves as the evidence-based information support for the tax inspection department. The platform is constructed through a portal, three systems and N compatible sub-modules. The tourism management system, service system and marketing payment system are effectively connected to realize the precipitation of regional tourism data, the support of policy decision-making and the strengthening of governance.

● Cross-border e-commerce public service system

In order to strengthen cooperation in customs, taxation and supervision, promote the implementation of a higher level of integration of customs clearance, strengthen the deepening of industrial digitization in the field of foreign trade, and improve the overall efficiency of foreign trade and scientific governance, Datasea relies on big data, integrated algorithm, cross-border customs clearance and settlement and other relevant technologies and experience accumulation. Through the solution, the government, customs, taxation, external management and other regulatory departments can realize information exchange, mutual recognition of supervision, mutual assistance in law enforcement, and help enterprises to efficiently and compliance with various operational processes. The platform consists of one portal, six platforms and ten subsystems. Compliant with various forms of trade such as goods, services, finance and trade, it effectively connects regulatory processes such as industrial, customs, inspection, exchange and tax to ensure business compliance, and realizes real-time transparency of customs clearance information, logistics information and warehousing information. The trade big data precipitated by the platform provides a scientific reference for local governments to make policy decisions.

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Competitive product analysis:

Beginning in 2020, China’s leading electronic payment companies including Alipay, Tenpay, One Wallet, UnionPay, etc. have taken the leading positions in the market. They have made efforts in their respective segments, relying on the advantages of scenarios, technology, resources, etc., to enhance the C-end Service experience, promote B-side cooperation and empowerment. Relying on its own technological advantages, Datasea has launched comprehensive industry-oriented “payment+” services, covering e-commerce, retail, cross-border, logistics, tourism, aviation, education, mutual finance, insurance, digital entertainment, public utilities, etc., focusing on merchants Marketing expansion, account management, terminal operation and maintenance, financial services and other needs, to achieve the customization of comprehensive solutions for merchants in various industries, and create value for partners; open up multiple online and offline channels to increase user participation. As an ISV service provider in the payment industry, Datasea has the advantage of integrating industry advantage resources and combining its own characteristics to provide payment products that are closer to customer needs and expand into a larger market.

Industry application:

By integrating the upstream resources of the industry chain, serving institutions, merchants and consumers, using innovative business models, integrating technologies such as SaaS, live broadcast, cloud computing, and security applications, to create customized payment solutions for institutional needs. Merchants have store management , Payment income distribution, business analysis, security management and control, store opening, membership management, for consumers, it has the functions of discovering new stores, mobile payment, visual ordering, store evaluation, innovative consumption and other functions, “Pay+” new retail Light SaaS solutions include: payment + retail industry, payment + catering industry solutions, payment + scenic spot industry solutions, payment + parking, etc. for in-depth analysis and application, forming a multi-dimensional, large-scale, global payment application service body.

Market Expectation:

Judging from the development history of the third-party mobile payment market in my country, it can be roughly divided into three stages according to the main growth points in different periods. The first stage is the online scene-driven phase from 2013 to 2017, and the second phase is the offline scene-driven phase from 2017 to 2019. The third stage is the industrial payment-driven stage starting in 2019. C-end-driven online and offline payments have entered a period of steady growth due to the peak of C-end traffic, and industrial payments are gradually becoming my country with the rapid rise of the industrial Internet. The new growth point of mobile payment. It is estimated that by 2022, China’s mobile payment will transform from a single payment service to a digital upgrade service for the entire industry chain, and third-party industry payments will reach a scale of 177.2 trillion.

Business progress and development plan:

The Company’s smart system allows retailers to use facial recognition technology to charge customers who use the service in physical stores. The system also provides customers with management and after-sales service functions to fully tap the value of data and enable refined operations. With empowering data analysis and consumer behavior portraits, the consumer behavior data is stored. Through the modeling, mining and analysis of consumer behavior data, it is possible to accurately predict consumers’ shopping needs and shopping tendencies, and to achieve precise recommendation of products and products. service.

During the reporting period, the Company signed new agreements with a number of institutions to provide big data artificial intelligence value-added payment services. The term of each service agreement is at least one year. By establishing long-term business relationships with customers, the Company creates a solid foundation for continuous market capture and collaboration of high-quality consumption data.

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As time goes by, the retail ecosystem continues to evolve and change. We intend to use our first-class big data technology platform, smart three-dimensional platform and first-class R&D team to continue to develop and optimize solutions to continuously improve the efficiency of customers and the safety of end users. . While continuing to provide customers with comprehensive and in-depth payment and settlement services, it also links the Company’s various system products and empowers customer needs to provide access to market ecosystem construction. Relying on the offline agency + industry development approach, it continues to expand its territory and continue Increase the Company’s market share.

In the future, Datasea will follow the business logic of using industrial payment as the entry point to develop industrial Internet business, and continue to in-depth mainly include e-commerce, retail, cross-border, logistics, tourism, aviation, education, mutual finance, insurance, digital entertainment, Public utilities and other industries provide customers with diversified payment products, customized payment solutions, mature risk control systems, safe capital guarantees, and professional and efficient services. It is estimated that in the next 3 to 5 years, the data sea smart payment business will cover more than 80% of China’s provincial administrative regions, more than 20 sub-industries, and serve more than millions of merchants and end users of various types.

History and Background

Information relating to our corporate history is incorporated by reference from our Annual Report on Form 10-K for the fiscal year June 30, 2020 filed with the SEC on September 28, 2020 (“2020 Annual Report”) under the caption “History and Background.”

VIE Agreements

Information relating to our corporate history is incorporated by reference from our 2020 Annual Report under the caption “VIE Agreements.”  

We rely on contractual arrangements with our consolidated VIE and its shareholders, Zhixin Liu, Chairman of the Board, President, CEO of the Company and Corporate Secretary, and Fu Liu, a Director of the Company (Fu Liu is the father of Zhixin Liu), to operate our business. Our affiliation with Shuhai Beijing is managed through the VIE Agreements, which agreements may not be as effective in providing us with control over Shuhai Beijing as direct ownership. These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIE. If our consolidated VIE or its shareholders fail to perform their respective obligations under these contractual arrangements, our recourse to the assets held by our consolidated VIE is indirect and we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity interest in our consolidated VIE, including such equity interest, may be put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the U.S. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to exert effective control over our consolidated VIE, and our ability to conduct our business and our financial condition and results of operations may be materially and adversely affected.

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Corporate Structure

The chart below depicts the corporate structure of the Company as of the date of this report.

 

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Competitive Strengths 

We believe our market position and potential future growth can be attributed to the following key factors and competitive strengths:

1. Talents

The R&D team of the Company mainly comes from Chinese Academy of Social Sciences and other well-known universities and technology enterprises;  We have a sales team with experience in serving fortune 500 enterprises,  The finance, risk control, strategy and capital departments of the Company are composed of professionals from well-known enterprises and listed companies at home and abroad .In this fiscal year, the Company continues to actively introduce the cooperation mode of external expert think tanks and research institutes, including but not limited to Institute of Acoustics of Chinese Academy of Sciences, China Academy of Information and Communications, Standards Institute of China, School of Artificial Intelligence of Beijing University of Posts and Telecommunications, China Artificial Intelligence Industry Alliance, etc.

2. Differentiated technical advantages

The Company actively develops and uses acoustic intelligent technology and products to build technical barriers and thresholds that are different from other competitors.  R&D has always been the core and driving force of the Company.  Based on two innovation research institute, has brought together the Chinese Academy of Social Sciences, such as well-known high school background of the R&D team, continuously fused visual and non-visual development to depth perception technology, acoustic system developed intelligent technology and acoustic intelligence series intelligent Gammatone filter group and other technical combination, formed a unique voice front intelligent processing scheme,  Filter ambient noise in noisy environment.  To perceive visual and non-visual fusion technology as the main direction, formed the facial recognition + voiceprint recognition, video and audio recognition fusion, abnormal voice recognition, perception, “semantic + voice print” fusion “fusion + intervention control perception” edge, the algorithm combining with core technologies, such as this is different from other competitors, build technical barriers and the main embodiment of the threshold.

3. Market space advantage and company strategy

The Company has been focusing on the long-term establishment of exclusive advantages through technological development and strategic deployment, helping the Company to sustainable development and accumulation of potential energy.  From the combination of visual perception technology and artificial intelligence big data technology at the very beginning, our products can be more active in identification and analysis, and effectively produce intervention and intervention, from passive monitoring to active prevention.  Since then, we have seen that the integration of multiple sensing technologies can enhance the effectiveness of intelligent security solutions and enhance the applicability of products, and the Company has purposefully started to deploy acoustic intelligent technologies.  Diversified perception technology is not enough. Data science is of great significance to the accuracy of multiple perception technology and the processing of complex environment. Combined with the common and similar underlying technology logic, the Company has strategically entered 5G message and smart payment.  In the future development, each sector is not only the source of the Company’s profits, but also mutually reinforcing effect, which can improve the Company’s overall product value and overall ecological viability, help the Company accumulate sustainable development, and promote the potential energy to become the industry leader.  

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The Company continues to explore core business opportunities with broad growth market space.  In terms of smart city, China’s domestic investment in smart city in 2019 has reached about 22.9 billion US dollars, and the global market size has reached 1.1 trillion US dollars. The global construction of smart city is accelerating. As one of the most basic and core applications of smart city, intelligence has a huge market space.  

In terms of 5G messaging, 5G messaging, namely Rich Communication Services & Suite (RCS), has become an international standard.  According to the Global System for Mobile Communications Association, as of September 2020, 90 Mobile network operators had launched RCS with 473 million Global monthly active users;  The RCS market is expected to be about $74 billion by the end of 2021.  MobileSquared predicts that 74.6% of smartphone users will use RCS channels to communicate by 2023.  

4.Quality strength advantage

Our company has obtained the certification of Computer Information System Safety Product Quality Supervision and Inspection Center of the Ministry of Public Security (through relevant tests and tests), ISO9001 quality management system certification, ISO27001 information security Management system certification, ISO14001 environmental management system certification and ISO18001 occupational health and safety management system certification.  As well as the “Engineering Enterprise qualification Certificate” issued by China Safety technology Prevention Industry Association, the “Membership certificate” granted by China Safety Technology Prevention Industry Association, the China National Compulsory product Certification Certificate (CCC certification) issued by China Quality Certification Center, which has become a powerful guarantee for the quality of our products.  

5. Customer resource and location advantage

The original smart city customers of the Company are distributed in 13 provinces and cities including Beijing, Liaoning, Jilin, Heilongjiang, Jiangsu, Shanxi and Guangdong.  During the reporting period, the Company successfully expanded business partners in Shanghai, Chongqing, Zhejiang, Yunnan and Shaanxi provinces through 5G messaging services, and signed 14 agreements with a contract value of RMB 2.046 million YUAN.  Datasea series products cover more than 60% of China’s provincial administrative divisions.  

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Growth Strategy

Driven by new technologies and new products

Technological innovation and industrial scale, strengthen the Company’s technology research and development and innovation capabilities, speed up the development and application of new products:

We will focus on the core and key links of perception, control, decision-making and execution, promote joint innovation between enterprises, universities, research institutes and users, and work on key technologies to improve quality and reliability.  Promote the integrated application of intelligent key technologies, core supporting software, industrial Internet and other systems, and promote the development, design and industrialization of the new generation of information technology in the mode of system solution suppliers, equipment manufacturers and users.  

Market demand driven -- Demand driven by post-epidemic market changes.

(a) 5G news sector:

At present, the Company is strengthening cooperation with qualified, branded and powerful agents, especially for new business expansion.  The hope is to use power agents to rapidly distribute Datasea’s products and services to untapped markets, based on their vast network of customers in their areas of focus and their knowledge of their needs.  Based on this, in May 2021, the Company signed a distribution cooperation agreement with Jiadboya (Zhejiang) Culture Co., LTD. (“Jiadboya”), with the goal of providing a 5G messaging marketing cloud platform (” 5G MMCP “) to 50,000 enterprise customers in Jiangsu Province, Zhejiang Province and Shanghai City. In addition, for 5G messaging business, the Company successfully expanded business partners in Five provinces and cities in Shanghai, Chongqing, Zhejiang, Yunnan and Shaanxi, and signed 14 agreements with a contract value of RMB 2.046 million. In 2021, the mature and efficient operation of the Company’s sales system will bring the Company’s customers and orders to continue to increase, and the continuous strengthening of the sales force is still the focus of the Company’s business improvement. 

(b) Acoustic Smart Sector

At present, Datasea Acoustic Intelligent Technology has achieved stage 1.0, and has achieved certain results in the market application demonstration, indicating that Datasea has the ability to transform and implement technology and product results represented by the acoustic intelligent landing project in the field of visual and non-perceptual fusion perception. It can support the development of industrial Internet of Things, smart cities, Medical cosmetology, medical health care, people’s livelihood consumption, agriculture and other application industries in the next fiscal year. In particular, the smart city field includes its Tianer series products as the entry point for business landing in this fiscal year. To quickly realize operating income for the Company; at the same time, accelerate the development and other preliminary construction work of medium and long-term projects in the application fields of medical cosmetology and/or medical health care. At the same time, promote the Company’s income-generating ability and profitability.

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Driven by talents

Building a multi-tiered talent team.  Outstanding professional spirit cultivation, strengthen the intelligent manufacturing personnel training, training to be able to break through the key technology of intelligent manufacturing, drive the manufacturing intelligent transformation of high level talents, is good at manufacturing enterprise management and be familiar with the information technology of the compound talents, to be able to carry out intelligent manufacturing technology development, technology improvement, business guidance of professional and technical personnel and skilled talents.  

We will improve the mechanism for training personnel.  Innovate the education and training mode of technical and technical talents, and promote enterprises and colleges to become the “double subjects” of technical and technical talents training.  Forming a R&D team of 33 technical engineers from well-known universities such as Chinese Academy of Social Sciences;  Have a sales team with experience of serving the world’s top 500 enterprises;  The finance, risk control, strategy and capital departments of the Company are composed of professionals from well-known enterprises and listed companies at home and abroad.  In this fiscal year, the Company actively introduced the cooperation mode of external expert think tanks and scientific research institutes, including but not limited to Institute of Acoustics of Chinese Academy of Sciences, China Academy of Information and Communication, Standards Institute of China, School of Artificial Intelligence of Beijing University of Posts and Telecommunications, China Artificial Intelligence Industry Alliance, etc.  We will also continue to attract top talent to join our team with a good corporate culture and stock incentives.  

Driven by Management

In addition to the conventional management systems such as company operations and financial management, the Company has also completed an assessment mechanism based on multi-level and multi-dimensional target assessment to ensure the implementation of responsibilities, dynamic monitoring, and effective evaluation, and management can be implemented in place. For example, the Company will evaluate the application and effectiveness of the patent implementation of R&D personnel, and implement various forms of incentive mechanisms. Facts have proved that this method is the most effective and efficient for advancing the operations of Datasea.

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Driven by incentives 

As the founding partner, Datasea will provide intelligent information technology solution services and innovation incubation platform services as the two-wheel drive, so as to accelerate the implementation of Datasea joint venture and cooperation projects, and use equity incentives to encourage internal and external technology, management and market partners to jointly build a community of interests.  To this end, the Company’s management team, research and development team, marketing and operation team and other internal employees, directors and consultants, as well as external partners and other contributions to the Company’s development, take the listed company stock incentive and partner holding platform based on various forms of incentive.  And has implemented stock incentives for independent directors and external consultants, and issued related shares.  In the future, the Company will issue stock incentives for more people who have made contributions to the Company, and continue to encourage and ensure the positive contributions of talents to the Company.  

Exploration of Additional Business Opportunities

Exploring new business under the premise of new technology and new products has always been the core driving force of new business expansion.  Datasea Acoustics has gradually formed the intelligent industrial Internet of things, smart city, security, medical care, agriculture and other fields to provide “sound +” innovative applications and solutions, give play to its soft and hard integration technology in the industrial chain leading advantages, constantly explore new revenue support points; In 2021, in the field of smart city, the Company team will develop a satellite remote sensing project as a new content of smart city business, providing strong technical support for government departments in urban public governance, such as weather warning, urban planning, traffic control and other smart city fields.  Explore new business under the premise of new technology and new product development.   

Research and Development 

The Company’s board of directors and management attach great importance to the construction of technological product innovation research and development system.  Technology innovation research institute, is mainly responsible for the Company to visual and non-visual fusion perception algorithm as the core technology and product innovation system construction, this fiscal year, the Company stepped up for acoustic intelligence speech perception and acoustic effects represented by a variety of technology research and development and innovation in combination with satellite remote sensing image analysis technology, products for a variety of industry applications developed for the Company to provide the technical support.  

In this fiscal year, the Company has reached business cooperation with research institutions and industry organizations such as Institute of Acoustics, Chinese Academy of Sciences, School of Artificial Intelligence, Beijing University of Posts and Telecommunications, China Academy of Information and Communication technology, China Institute of Standards, China Artificial Intelligence Industry Alliance, and carried out in-depth cooperation on technological innovation, expert resources, and industry standard setting.  

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The R&D team focuses on hardware. The leader is a postdoctoral fellow from the Shanghai Institute of Microsystems and Information Technology of Chinese Academy of Social Sciences, who has done extensive research on microwave antennas and Large Scale High Speed Integrated Circuit Signal Integrity. The research results have been published in the core journals at home and abroad. He is mainly responsible for core technical research and development of intelligent security hardware-related products.

The R&D team focuses on Software. The Chief Technology Officer got bachelor degree from Harbin University of Technology and master degree from Harbin University of Science and Technology. Mr. Jiao was the technical director of Beijing Tianxing Interconnection Information Technology Co. Ltd. and the technical director of Heilongjiang Beidou Tianyu Satellite Co., Ltd. Now he is mainly responsible for the product development of intelligent security software system.

1. Core technologies

The Company has set up the main direction of technical innovation and application with visual and nonvisual fusion perception algorithm as the core. As of September 2021, the Company has made the following achievements in patent application:

Publication and Granted

No.	Publication Number	Description	Application Status
1	CN108922101A	An smart security campus management system of Shuhai Information	Granted
2	CN108961661A	Shuhai security intelligent sensor system	Granted
3	CN108961661B	Three-dimensional smart security alarm linkage system	Granted
4	CN110374479B	A type of intelligent security equipment	Granted

Substantive Examination

No.	Publication Number	Description	Application Status
1	CN109033874A	A multi-role login method of Android program based on SQlite database of Shuhai Information	substantive examination
2	CN109146406A	The attendance system of Shuhai Information based on GPS positioning information supported RFID technologies	substantive examination
3	CN108985423A	An electronic student card system of Shuhai Information	substantive examination
4	CN111191540A	An object status analysis method and system based on thermal gradient	substantive examination
5	CN111243623A	A method, device and system concerning progressive audio alarm	substantive examination
6	CN111179527A	An alarm method, device, system and storage medium based on dynamic audio information	substantive examination
7	CN111179546A	An adaptive distributed audio alarm method and system	substantive examination
8	CN111191656A	Behavior recognition method and system based on multi-spectral image information	substantive examination
9	CN2019113640070	An S-AIOT information management method and system based on consensus mechanism	substantive examination
10	CN111212445A	An S-AIOT information processing method and system based on neural network	substantive examination
11	CN111179969A	An alarm method, device, system and storage medium based on audio information	substantive examination

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2. Major products

The Company mainly focuses on developing the following two categories of products: software systems and smart hardware devices. 

1) Software system - mainly refers to software system in connection with smart security. As a result of the Company’s increased investment in R&D and the onboarding of technical talents, the Company has totally obtained 47 copyright registrations in China for our software, which are shown in the table below:

No.	Certification	Certificate No.
1	Shuhai XIN Platform internet activity audit security management system V1.0	Ruan Zhu Deng Zi No.1054520
2	Shuhai XIN Platform WIFI device feature collection management system V1.0	Ruan Zhu Deng Zi No.1111383
3	Shuhai XIN Platform micro mall system V1.0	Ruan Zhu Deng Zi No.1111535
4	Shuhai XIN Platform SMS platform system V1.0	Ruan Zhu Deng Zi No.1111683
5	Shuhai XIN platform 3G website content management system V1.0	Ruan Zhu Deng Zi No.1111690
6	Shuhai media advertising system V1.0	Ruan Zhu Deng Zi No.1111694
7	Shuhai XIN platform micro marketing system V1.0	Ruan Zhu Deng Zi No.1111700
8	“Shuhai Safe Campus” mobile end - security management system V2.0	Ruan Zhu Deng Zi No.1575317
9	“Shuhai Safe Campus” security management system V2.0	Ruan Zhu Deng Zi No.1575313
10	“Shuhai XIN Platform”  front-end equipment control system for smart elevator detection V2.0	Ruan Zhu Deng Zi No.1574419
11	“Shuhai XIN Platform” smart elevator inspection & pre-alarm management platformV2.0	Ruan Zhu Deng Zi No.1575648
12	“Shuhai XIN Platform” smart elevator real-time monitoring and alarm management platform V2.0	Ruan Zhu Deng Zi No.1575758
13	“Shuhai XIN Platform” smart elevator screen equipment monitoring system V2.0	Ruan Zhu Deng Zi No.1575665
14	“Shuhai XIN Platform” smart advertisement launching system V2.0	Ruan Zhu Deng Zi No.1575670
15	Shuhai Information smart safe campus management system V1.0	Ruan Zhu Deng Zi No.2888248
16	Shuhai Information XIN Platform security management system (Android Version) V2.21	Ruan Zhu Deng Zi No.2918496
17	Shuhai information XIN platform security management system (IOS version) V2.21	Ruan Zhu Deng Zi No.2918467
18	Shuhai Information big data smart decision-making platform for governmental affairs V1.0	Ruan Zhu Deng Zi No.2962930
19	Shuhai Information campus smart brain information management platform V1.0	Ruan Zhu Deng Zi No.2961899
20	Shuhai Information university big data innovation laboratory platform V1.0	Ruan Zhu Deng Zi No.2962919
21	Xunrui smart security integrated management platform v1.0	Ruan Zhu Deng Zi No.5201855
22	Xunrui big data visual analytics platform v1.0	Ruan Zhu Deng Zi No.5201772
23	Xunrui visual recognition algorithm platform v1.0	Ruan Zhu Deng Zi No.5201824
24	Xunrui non-visual recognition algorithm platform v1.0	Ruan Zhu Deng Zi No.5201861
25	Xunrui epidemic prevention and control linkage early warning system v1.0	Ruan Zhu Deng Zi No.5201704
26	Xunrui smart campus security management system v1.0	Ruan Zhu Deng Zi No.5201776

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27	Xunrui smart scenic area security management system v1.0	Ruan Zhu Deng Zi No.5201574
28	Xunrui smart community security management system v1.0	Ruan Zhu Deng Zi No.5201869
29	Xunrui smart one-key alarm management system v1.0	Ruan Zhu Deng Zi No.5201784
30	Xunrui smart guest management system v1.0	Ruan Zhu Deng Zi No.5201780
31	The three-dimensional linkage system for Epidemic Prevention and control in Shuhai Information Community V1.0	Softcopy Registration No.7128687
32	Shuhai information scanning code aggregation payment system	Softcopy Registration No.7299094
33	Shuhai information social group purchase system	Softcopy Registration No.7296663
34	Shuhai information face recognition payment system V1.0	Softcopy Registration No.7298094
35	Shuhai information online shopping mall System	Softcopy Registration No.7300125
36	Campus danger alarm system V1.0	Softcopy Registration No.7177594
37	Community prevention and control personnel information registration system V1.0	Softcopy Registration No.714047
38	Intelligent Community Management System V1.0	Softcopy Registration No.7125871
39	Community prevention and control health information Management system V1.0	Softcopy Registration No.7131600
40	Campus epidemic prevention and control personnel access management system based on face recognition	Softcopy Registration No.7263518
41	Campus epidemic prevention and control temperature measurement data management system	Softcopy Registration No.7242759
42	Intelligent community intelligent monitoring and management system V1.0	Softcopy Registration No.7558127
43	Campus information Management System V1.0	Softcopy Registration No.7561345
44	Intelligent community access control management system	Softcopy Registration No.7568924
45	Community prevention and control temperature measurement data management system	Softcopy Registration No.7565701
46	Campus monitoring system V1.0	Softcopy Registration No.7570612
47	Community prevention and control personnel information Management system V1.0	Softcopy Registration No.7570807

Intelligent hardware terminal:

During the reporting period, the non-visual perception system and the all-in-one machine for face recognition and temperature measurement developed by independent innovation continued to be updated and iterated against the COVID-19 pandemic, making outstanding contributions to the accurate epidemic screening and prevention and control in Various application scenarios in Chinese society, especially in campuses, communities, hospitals and public transportation. In this fiscal year, under the background of China’s digital economy, intelligent manufacturing, smart city and other national economic policies, the Company seized historical opportunities and carried out comprehensive layout, R&D and production around smart hardware. Facing the industrial Internet of things, the Company is developing ultrasonic flaw detection detector, mechanical and electrical equipment abnormal sound monitor; In terms of smart city, Tian-Er voice recognition alarm upgraded to 2.0 is planned to be officially released and sold before the end of this year, Tian-Er strong sound remover has completed 1.0 development, and Tian-Er natural disaster warning system is currently in the experimental stage. In the aspect of medical beauty, the Company has completed 1.0 development of commercial ultrasonic beauty instrument and household ultrasonic beauty instrument. In the aspect of medical care, hypnotic brain awakening instrument and senile dementia sound therapy instrument have completed 1.0 development and are being tested commercially. For people’s livelihood, version 1.0 of Directional Sound and directional sound module has been completed, and it is planned to be officially released and sold before the end of this year. Facing agriculture, ultrasonic insect repellent has formed 1.0 products, vocal music encourages oxytocin instrument is in the experimental stage.

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3. Intellectual property rights

As of the date of this report, we have obtained 47 copyright registrations in China for our software and 4 independent patents in China. In addition, we filed 11 patent applications, which are currently under review.

4. Planning for innovation

The Company’s innovation planning focuses on the following two aspects:

1. Continue to strengthen the innovation of existing technologies. Mainly strengthen the non-visual perception system audio pre-alarm, blockchain in a safe state, infrared night vision, binocular monitoring system, visual perception infrared temperature measurement, face recognition + voiceprint recognition, video recognition and audio recognition fusion. With the special scenes under the abnormal sound recognition and other aspects, more independent innovations have been formed.

2. Quickly promote the transformation of technological achievements into application products. Based on the existing 18 technical achievements, the focus is on the realization of functions of visual and non-visual fusion perception algorithms in intelligent security systems and intelligent hardware.

5. R&D investment

As for the fiscal year ended June 30, 2020 and 2021, we spent $1,114,486 and $851,839 in research and development, respectively. We intend to invest approximately $10 million in technological product development over the next three years, of which the budget for each sector is presented in the table below.

No.	Item	% in budget
1	Salary of R&D personnel (incl. the introduction of high-end talents)		60	%
2	Procurement of scientific research facilities		18	%
3	Procurement of testing devices		6	%
4	Intermediate testing and tooling		5	%
5	Establishment of new technical schedule		4	%
6	Appointment of external technical experts		5	%
7	Others		2	%

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Product Manufacture

1. Mode of production

In order to save costs and based on a comprehensive understanding of the industry and market, the Company has adopted the mode of outsourcing in manufacturing, but carried out the mode of independent or joint design in technological R&D and product appearance.

2. Control over manufacturing process and quality

1. The Company has the following requirements on outsourcing partners: independent production facilities, advanced manufacturing equipment, smart production lines, abundant outsourcing cooperation cases and a good reputation in the industry.

2. Outsourcing partners shall pass through ISO9001:2008, ISO14001:2004, OHSAS18001:2007 and CCC certification, and meet our production and manufacturing standards.

3. Outsourcing partners should have a separate quality management department to take charge of the overall quality management system including establishment, maintenance and continuous improvement.

4. Outsourcing partners should have built up a relatively-complete quality management system;

SQA: control over supplier quality system, quality standard formulation, quality assurance capability improvement and guidance, material quality confirmation;

IPQC: responsible for quality control of the manufacturing process, to make sure that the manufacturing process meets relevant technical and quality requirements, and problems are timely identified, back-fed and addressed;

QC: responsible for overall inspection and delivery inspection of finished products;

5. The Company checks whether the manufacturing quality of outsourcing partners meets the Company’s requirements by assigning resident personnel to do sample testing of manufactured goods and collecting feedback on customers’ actual use experience.

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3、 Outsourcing partner and outsourced products

During the year ended June 30, 2021, we built partnerships with several outsourcing partners, including Shenzhen Guangan Shixun Technology Co., Ltd. We are currently working with other outsourcing partners on new opportunities to reserve and optimize our outsourcing resource pool.

No.	Major Outsourcing Partner	Outsourced Product
1	Hangzhou Tuya Technology Co., Ltd.	Temperature measurement + face recognition smart device
2	Hangzhou Yufan Intelligent Technology Co., Ltd.	Face recognition device
3	Shenzhen Zhongyang Communications Co., Ltd.	Face recognition temperature measurement device, intelligent thermometer
4	Zhejiang Uniview Technology Co., Ltd	Network camera, hard disk video recorder, access control equipment
5	Zhengzhou Zhaolan Electronic Technology Co., Ltd	Face recognition terminal
6	Guang’an Video Technology Co., Ltd	Panel machine
7	Zhengfei Defense Technology (Hangzhou) Co., Ltd	Panel machine
8	Hangzhou Uni-Ubi Intelligent Technology Co., Ltd	Panel machine
9	Maote (Shanghai) Internet of things Co., Ltd	Elderly care positioning beacon and bracelet
10	Shenzhen Wenchang Technology Co., Ltd	Panel machine
11	Shenzhen Zhongtian Intelligent System Co., Ltd	Smoke alarm, Gas alarm
12	Ant Jinfu (Hangzhou) Network Technology Co., Ltd	Alipay box
13	Shenzhen Alfeng Technology Co., Ltd	Smart screen terminal
14	Guangdong Tianzhihe Information Technology Co., Ltd	Smart screen terminal
15	Shenzhen Star IOT Co., Ltd	Access control equipment
16	Shenzhen Weiyu Intelligent Technology Co., Ltd	Access control equipment
17	Shenzhen Weiyu Intelligent Technology Co., Ltd	Access control equipment
18	Shenzhen Duodu Technology Co., Ltd	Access control equipment
19	Shenzhen Ximo Intelligent Technology Co., Ltd	Access control equipment
20	Foshan Suoante Technology Co., Ltd	Access control equipment
21	Shenzhen Zhiguo Internet Technology Co., Ltd	Access control equipment
22	Beijing Zhicun Technology Co., Ltd	Vtm1001 chip
23	Chengdu Qiyingtailun Technology Co., Ltd	CI1102 chip
24	Pinwu (Tianjin) Technology Co., Ltd	Voice acquisition and alarm shell
25	Shenzhen Huangli Intelligent Technology Co., Ltd	Smart sound noise reduction headset、Adaptive Call noise reduction box

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Market operation

By the end of the reporting period, the Company has built up a marketing system, expanded regional markets of smart security products and projects at home and abroad, and achieved better marketing performance in contrast to that of last year.

1、Progress of regional market development

We have recently expanded our business and customer development to 13 provinces in China, such that our products are sold in about 40% of the provincial administrative regions in China.

Progress of regional market development

China (by administrative region)

1	Beijing (Municipality)
2	Tianjin (Municipality)
3	Hebei Province
4	Anhui Province
5	Fujian Province
6	Guangdong Province
7	Jiangsu Province
8	Shanxi Province
9	Henan Province
10	Inner Mongolia Autonomous Region
11	Liaoning Province
12	Jilin Province
13	Heilongjiang Province
14	Zhejiang Province
15	Shanghai
16	Chongqing
17	Yunnan Province
18	Shanxi Province
China (by regional economic belt)
1	Three Northeastern Provinces
2	Beijing-Tianjin-Hebei
3	Yangtze River Delta
4	Central and Western Regions
5	Guangdong-Hong Kong-Macao Greater Bay Area

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2、Contract execution (as of the reporting date)

In terms of smart city construction, the Company completed the Campus security intelligent control Platform project of The First School of Harbin New Area in this fiscal year; Harbin 73rd Middle School Campus Security Intelligent Control Platform Project; China Pacific Life Insurance Heilongjiang Branch office building access control, monitoring, alarm and other projects specific implementation. As a new part of smart city construction, satellite remote sensing project has carried out preliminary tests in a small market of satellite remote sensing cloud image analysis technology achievements.

☐ As of June 31, 2021, the Company’s 5G messaging program has signed 14 regional partner agreements, covering Hangzhou, Shanghai, Qujing, Yunnan, Zhengzhou, Henan, Xi ‘an, Shaanxi, and Chongqing.

☐ November 2020, reached an intention to cooperate with China Mobile Internet

☐ January 2021, obtained the authorization of 5G message development from ZTO Express Group

☐ February 2021, obtained the authorization of 5G message development of Jiangsu Branch of ZTO Express Group

☐ In February 2021, obtained the 5G message development authorization of “Ai La” Catering Group

☐ In March 2021, “Pharmacy Network” reached strategic cooperation to jointly build 5G messaging platform for pharmaceutical e-commerce

☐ In March 2021, it became the governing unit and member of 5G Information Working Group of MiIT.

☐ Became a member of China Communication Enterprises Association in April 2021.

☐ May 2021, participated in Jiangsu Mobile “brilliant 5G” ChatBot Developer Competition and won the first prize.

☐ In May 2021, the Company signed a distribution cooperation agreement with Jiadboya (Zhejiang) Culture Co., LTD. (” Jiadboya “) with the goal of providing a 5G messaging marketing cloud platform (” 5G MMCP “) to 50,000 corporate customers in Jiangsu province, Zhejiang Province and Shanghai City.

☐ In June 2021, Yuantong National Engineering Laboratory jointly initiated the establishment of “5G Messaging Application Research Joint Laboratory”.

☐ June 2021, attended the Asia-Pacific 5G Messaging Application Conference and won the “5G Messaging Leadership Enterprise Award”

☐ In June 2021, national regional partner recruitment will be launched

☐ In July 2021, obtained the authorization of 5G message development of ZTO Express Group Guangxi Branch

☐ In July 2021, passed ZTE Openlab 5G messaging platform access certification

☐ Became a 5G messaging CSP partner of Jiangsu Mobile in August 2021

Intelligent Payment. In this fiscal year, we completed the campus direct drinking water project of Guangdong Dingxin Hong Tu Technology Co., LTD., Shenzhen Odomke Wine Co., LTD., Shanwei City Jinhua Gas Station and other projects. Now we have put together a variety of payment and settlement on market channels, such as payment and settlement treasure, WeChat, UnionPay, Jingdong, support for multiple terminals, such as PC, mobile terminals, intelligent terminal, and the unity of the POS machine and so on payment and settlement products, no matter merchants use which kinds of payment and settlement channels, as long as through the payment and settlement system access, You can use the payment and settlement system statement and data statistics to achieve comprehensive aggregation of collection, settlement and data statistics. The system provides merchants with full-scene intelligent software and hardware payment and settlement solutions, including QR code speaker, small white box, facial payment and settlement equipment and other intelligent cashier terminals, and provides cloud platform and operating system services. Through the cloud platform of intelligent hardware, we provide cloud device management services, payment and settlement software solution services, and payment and settlement technology docking services for merchants from all walks of life.

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3、Revenue-cost structure

Operating revenue		Operating cost		Gross margin
$	175,138	$	81,135	$	94,003

As of June 30, 2021, the Company achieved operating revenue of US$175,138 and operating costs of US$81,135, with an average gross ratio at 53%.

The Company obtained cash advance from 5G messaging agency with $189,527 as of June 30 2021.

4、Operation of holding entities and affiliated companies

Following the development direction of the Company, we adopt the parent-subsidiary corporate management mode, with headquarters as the strategic and investment decision-making center, and the subsidiaries and VIEs as entities for market and project operation. The preliminary layout for the present stage has been finished.

The Company has five holding entities and affiliates, including: Heilongjiang Xunrui Technology Co., Ltd., Guozhong Times (Beijing) Technology Co., Ltd., Guohao Century (Beijing) Technology Co., Ltd., Guozhong Hoze (Beijing) Technology Co., Ltd., and Shuhai Jingwei (Shenzhen) Information Technology Co., Ltd. Hangzhou Shuhai Zhangxun. And Hangzhou Shuhai Zhangxun got cash advance from 5G messaging agency with $189,527

Customers

Smart city: The industrial application customers of Datasea Smart City include medical care, transportation, logistics, finance (banking, securities, insurance), communication, education, energy, environmental protection, etc., with the focus on schools and communities. In this fiscal year, the Company completed the Campus security intelligent control platform project of the First School of Harbin New District; Harbin 73rd Middle School Campus Security Intelligent Control Platform Project; China Pacific Life Insurance Heilongjiang Branch office building access control, monitoring, alarm and other projects specific implementation. The main customer groups of satellite remote sensing project provide satellite cloud image analysis technical services to all levels and various governments.

Acoustic Intelligence: The customer group of acoustic intelligence is classified according to the industry. In the application of industrial Internet of Things, it mainly targets at all kinds of traditional manufacturing, high-end manufacturing, intelligent manufacturing and other factories and enterprises to meet the requirements of testing and flaw detection of production equipment or products. In terms of smart city application, it mainly provides government departments with natural disaster early warning and government enterprises and families with products and services in safety prevention. With the rapid aging of China’s population, from students to workplace workers, managers, entrepreneurs, investors, civil servants and other people are generally facing great learning, work pressure and anxiety, we also provide medical institutions, families and individuals with ultrasound beauty, hypnosis, dementia and other products; The industrial application customers of directional sound products include commercial supermarkets, banks, hospitals, schools, homes and other users. They mainly solve the sound in a noisy environment, create multiple independent and non-interference specific areas, and complete the information transmission efficiently and quickly. In addition, directional sound products enable the sound playback function upgrading of white goods, intelligent large screen, intelligent signage and other products of manufacturers. With the improvement of people’s quality of life, to have no pesticides, pollution-free organic vegetables, animal and plant to further improve the quality of the demand, on how to replace the pesticides kill pests and improve dynamic value content feed production, several sea acoustic intelligence application in the field of agriculture mainly provide ultrasonic insect repellent and vocal music fan oxytocin products, the main customers include farm, planting animal husbandry enterprises, agricultural machinery, etc.

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5G messaging: BASED on the characteristics of its marketing services to the platform, 5G messaging can empower thousands of industries. Customers can be divided into two categories: TO G and TO B.TO G terminal can provide accurate and new public service products for the government for enterprises and citizens. Through one-stop touch and cloud service interaction, it solves the pain points that governments at all levels and all kinds of governments have single content based on traditional SMS communication and poor user experience. For G terminal, digital sea 5G message marketing cloud platform, finance, electricity, logistics, e-commerce, catering, tourism and other industries. From the perspective of competitive customers and existing customers: traditional SMS users, WeChat mini program/public account users, Alipay mini program and life users, government and people’s livelihood service APP users are all prospective customers of 5G messages. Such prospective customer oriented education costs and marketing costs, 5G messages customers into advantage does not change the number of small procedures, the public, life, and used in the APP, can flow smoothly transferred to 5G messages cloud platforms, according to the existing consumption and use habits can better enjoy the5G messages brings the convenience of cloud services and high efficiency.

Smart payment: With the demand of merchants’ marketing expansion, accounting management, terminal operation and maintenance, capital services and other aspects, traditional payment methods are characterized by decentralization, bringing poor use experience to merchants and users’ settlement. Relying on its own technical advantages, Smart Payment Has launched “payment +” comprehensive service for the industry. Industry users include e-commerce, retail, cross-border, logistics, tourism, aviation, education, mutual finance, insurance, digital entertainment, public utilities, etc. In this fiscal year, 11 institutions in consumer, finance, business and other industries signed agreements covering 8 cities including Shanghai, Shenzhen, Guangzhou, Dongguan, Shanwei, Xiamen and Tianjin, realizing the expansion of smart payment business.

Competition

1、 The Company is engaged in the trillion-level security industry

Smart city: According to the Prediction of Qianzhan Industry Research Institute, the market size of Smart city in China will reach 25 trillion yuan by 2022.

Acoustic intelligence: According to Yi Ou Think tank “2021 China intelligent voice industry solutions and service providers brand evaluation” report analysis pointed out that in 2020, policy, economy, technology, social multidimensional drive traditional enterprise digital transformation, with the advantages of reducing labor costs, improve the efficiency of enterprise automation, Intelligent voice system has become the core power of enterprise digital transformation. According to the report, the scale of intelligent voice market is expected to reach 56.48 billion yuan in 2023, and the voice market still has great space for development.

5G Messaging: According to the Global System for Mobile Communications Association, as of September 2020, 90 Mobile network operators around the world launched RCS, with 473 million Global monthly active users; The RCS market is expected to be about $74 billion by the end of 2021.Mobilesquared predicts that 74.6% of smartphone users will use RCS channels to communicate by 2023.China is set to become one of the largest single contributors to global mobile Internet user growth over the next few years, accounting for nearly 20 per cent of the global total.

Smart payment: IResearch consulting report, it is expected that by 2022, China’s mobile payment will transform from a single payment service to digital upgrading services of the whole industry chain, and third-party industrial payment will reach 177.2 trillion 

2、The Company has been in the stage of intelligent security

With the progress of technology and the deepening of application form, the industrial upgrading of security industry follows the development path of “traditional security -> digital security -> network security -> intelligent security”, and the technological innovation and industrial application of the Company has fully achieved in the stage of intelligent security.

3、The Company enjoys outstanding advantages in technological innovation capabilities

The Company’s outstanding advantages in technological innovation capabilities are in algorithms, front-end perception and system integration.

● The algorithm mainly revolves around the innovation of visual and non-visual fusion perception algorithms.

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● Front-end perception is mainly regarding the integration and productization of the Company’s algorithm technology into intelligent perception hardware.

● System integration is mainly reflected in the Company’s intelligent security management system interconnecting various front-end intelligent perception hardware to form the Internet of Things, and collecting various real-time data combined with visual and non-visual fusion perception algorithms to analyze and process the data to establish our big data analysis and decision-making Management platform.

4、Peer comparison of the Company’s core technologies

The principal direction guiding our innovation and R&D are hi-tech products based on fusion of visual and non-visual perceptions. In contrast to peer competitors in the industry, the following shall be taken as our advantages:

Subject	industry	Datasea, Inc.
Identification	face recognition	Face recognition + voice print recognition
Abnormal recognition	Video recognition or audio recognition	Video recognition and audio recognition are integrated
Speech recognition	semantic recognition or voiceprint recognition	“semantic + voiceprint” fusion perception
Algorithm execution	Algorithm center side	algorithm edge side
Perception, intervention	perception and intervention are separated from each other.	“Fusion perception + intervention control” is combined
Voice healing	Normal vocal frequency	Normal vocal frequency + infrasonic frequency
Sound propagation	broadcasts	directional  sound + energy matrix

Note: The above products are currently under laboratory development with periodic breakthroughs. The application for relevant invention patent is now under substantive examination.

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5、Strategy for building competitive barriers in the direction of security intelligence

The overall construction principle. In the R&D of new technologies and solutions, the basic technical links or modules are customized based on certain standardization to achieve cost reduction and efficiency enhancement; Continuing to explore the actual needs of the AI + security market, and improve market responses and expectations of security intelligence.

The Company is building up our overall competition barriers by implementing four comprehensive deployments as follows:

● Frontier core technology R&D investment and innovation development

● Large-scale deployment and implementation capacity of smart security engineering projects

● Manufacturing supply chain system

● Market operation system

Government Regulation; Licenses  

Our operations are subject to and affected by PRC laws and regulations. The primary governmental regulation regulating the Internet security equipment industry in the PRC is the Cybersecurity Law, which governs entities providing “critical information infrastructure.” This statute provides basic protections for Internet users, such as not selling individual’s data to other companies without the user’s permission and not knowingly distributing malware. This law at present is only in draft form, but is expected to be adopted in the near future. Our wholly owned subsidiaries and our VIE and its subsidiaries are required to have, and each has, a business license issued by the PRC State Administration for Market Regulation and its local counterparts. In addition, major PRC regulations applicable to our products and services and the Internet security industry include Computer Information System Security Specific Product Testing and Sales License Management Method (Ministry of Public Security Order No. 32) (“Order 32”) and Internet Security Protection Technology Measures Provision (Ministry of Public Security Order No. 82) (“Order 82”). Order 32 sets forth the license requirement for Internet security products providers and related approval procedures of license applications. Order 82 specifies certain security measures Internet service providers shall take to ensure Internet security. Providers of ISP connecting service and Internet-based data processing service are within the scope of Order 82.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. Although we believe that CSRC’s approval is not required for the listing and trading of our common stock on Nasdaq, we cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do.

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1. The primary governmental regulations applicable to our “Safe Campus” security system are: 

(i) Security Management Regulations on Kindergartens, Elementary Schools, Middle Schools and High Schools promulgated by the Ministry of Education which requires the school management to comply with its specific requirements; (ii) The Twelfth Five Year Plan of National Education XI promulgated by the Ministry of Education in 2012 urging schools to increase investment in key areas and weak links, and constantly improve school information, modernization, and enhance the development of education system; (iii) “Notice from the Ministry of Education and Other Nine Ministries and Commissions on Accelerating the Advancement of Educational Information on a Number of Key Work ” (Teaching [2012]); (iv) Ministry of Public Security, General Office of the Ministry of Public Security (2015) No. 168 “On the Issuance of Security Regulations of Kindergartens, Elementary Schools, Middle Schools and High Schools (Trial) Notice” which allows the installation of electronic surveillance systems on campus; (v) Office of the State Council Education Steering Committee (National Education Supervision letter [2016] No. 22) “On the Implementation of the Campus Bullying Prevention Governance;” and (vi) “Opinions of the General Office of the State Council on Strengthening the Construction of Safety Risk Prevention and Control System for Kindergartens, Elementary Schools, Middle Schools and High Schools (Trial) Notice “ (Guo Ban Fa [2017] No. 35).

2. The primary governmental regulations applicable to our “Scenic Area” system are: 

Notice on Securing Epidemic Control and Orderly Resumption of Scenic Areas (Wenlvfadian [2020] No. 71) by the Ministry of Culture and Tourism as well as National Health Commission of emphasizes the role of the “Internet + tourism” service platform and the adoption of big data analysis and other new technological means to promote smart tourism and passenger flow management; On Revising and Printing Implementation Measures for Inspection, Qualification and Management of National Sample Tourism Areas (Trial Version), and Notice on Inspection Standards for National Sample Tourism Areas (Trial Version) (Banziyuanfa [2020] No. 30) by the General Office of the Ministry of Culture and Tourism clarifies the inspection standards for building of information platform of smart scenic areas and building of smart security software/hardware infrastructure.

3. The primary governmental regulations applicable to our “Smart Community” system are:

Notice on printing and releasing the Smart Community Construction Guideline (Trial Version) (Jianbanke [2014] No. 22) by the General Office of Ministry of Housing and Urban-Rural Development clearly states that smart community construction is an essential part of smart city construction.

Shuhai Beijing currently maintains the following licenses issued by the PRC government:

● Business License issued by Beijing Municipal Industry and Commerce Administration;

● Beijing Statistics Registration Certificate issued by Beijing Municipal Bureau of Statistics;

● National High Tech Enterprises Certificate jointly issued by Beijing Municipal Science & Technology Commission, Beijing Municipal Finance Bureau, and Beijing Municipal Tax Service, State Taxation Administration;

● Zhongguancun High Tech Enterprises Certificate issued by Zhongguancun Science Park Administrative Committee;

● Value-Added Telecommunications Business Operating License issued by Ministry of Industry and Information Technology;

● Security Engineering Qualification Certificate issued by China Security Technology Prevention Industry Association;

● Membership Certificate issued by China Security Technology Prevention Industry Association;

● CCC (China Compulsory Certification) by China Quality Certification Center;

● Information Security Management System Certificate issued by Beijing Inspection and Certification Limited Company; and

● Environmental Management System Certificate issued by Huaxinchuang (Beijing) Certification Center Co., Ltd

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Employees

As of the date of this report, we have a total of 81 full time employees and no part time employees. The following table sets forth the number of our employees categorized by function as of that date: 

Function	Total Number of Employees
Management		8
Human Resources Administrative Management		12
Internal Controls		2
Capital Operation		8
Purchase		2
Marketing and Sales		12
Research & Development		33
Finance & Accounting		4
Total		81

Item 1A. Risk Factors 

An investment in our common stock is very speculative and involves a high degree of risk. You should carefully consider the following risk factors in evaluating our business before purchasing any shares of our common stock. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his or her investment. The order of the following risk factors is presented arbitrarily. You should not conclude the significance of a risk factor because of the order of presentation. Our business and operations could be seriously harmed as a result of any of these risks.

Risk Factors Summary

Risks Relating to Our Business and Industry

● We have a limited operating history developing smart security solutions and education technologies.

● Our independent registered public accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern, although it is noted that such liquidity concern was mitigated by the Company’s financing closed on July 20, 2021.

● Supply chain issues could have an adverse impact on our business and operating results.

● We intend to invest in engineering and marketing activities and may not achieve the desired results.

● Our business substantially depends upon the continued growth of the security, security-based systems, and education technologies, the decrease of which could have a negative impact on our business.

● Product quality problems could lead to reduced revenue, gross margins, and net income.

● We will likely have to incur indebtedness or issue new equity securities to fund future growth.

● Our success is dependent on retaining key personnel who would be difficult to replace.

● If we fail to anticipate and adapt to the changes and evolutions, our operations will be adversely affected.

● We may face heightened competition from existing mature competitors as well as new entrants.

● We depend on contract manufacturers, and our production and products could be harmed if they are unable to meet our volume and quality requirements and alternative sources are not available.

● Our smart security systems may not be accepted by the intended users of our products.

● Changes to existing regulations may present technical, regulatory and economic barriers to the provision of our products and services.

● The control deficiencies in our internal control over financial reporting may, until remedied, cause errors in our financial statements or cause our filings with the SEC to not be timely.

● We have seen a substantial improvement and progress in our internal control over financial reporting.

● Our compliance with complicated U.S. regulations will result in additional expenses.

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● Failure to comply with the Foreign Corrupt Practices Act could adversely affect our business.

● We may be subject to liability if private information that we receive is not secure or if we violate privacy laws and regulations.

Risks Relating to Our Corporate Structure

● We depend upon the VIE Agreements in conducting our business in the PRC, which may not be as effective as a direct ownership structure.

● We may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely affect our operating results and financial condition.

● Because we rely on the Operation and Intellectual Property Service Agreement with Shuhai Beijing for our revenue, the termination of this agreement would severely and detrimentally affect our continuing business viability under our current corporate structure.

● Contractual arrangements entered into by our subsidiary and our PRC operating affiliate may be subject to scrutiny by the PRC tax authorities. Such scrutiny may lead to additional tax liability and fines, which would hinder our ability to achieve or maintain profitability.

● We conduct our business through Shuhai Beijing by means of VIE Agreements. If the PRC courts or administrative authorities determine that these contractual arrangements do not comply with applicable regulations, we could be subject to severe penalties and our business could be adversely affected. In addition, changes in such PRC laws and regulations may materially and adversely affect our business. 

● The stockholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

● If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity.

● We are a “controlled company” and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

Risks Associated With Doing Business in China  

● Changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of our business.

● Actions by the Chinese government to exert more oversight and control over China-based issuers could significantly change our operations, limit or completely hinder our ability to offer securities to investors.

● A slowdown in the PRC economy may harm the demand for our services and our products.

● If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

● Future inflation in China may inhibit the profitability of our business in China and the fluctuation of the Renminbi may have a material adverse effect on your investment.

● Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.

● Our PRC subsidiaries and affiliated entities are subject to restrictions on making dividends and other payments to us. 

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● Uncertainties with respect to the PRC legal system could have a material adverse effect on us 

● The PRC’s legal and judicial system may not adequately protect our business and operations and the rights of foreign investors.

● Because our principal assets and most of our directors and officers are outside the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us and our officers and directors in the U.S. or to enforce a U.S. court judgment against us or them in the PRC. 

● Certain PRC regulations may require a complicated review and approval process which could make it more difficult for us to pursue growth through acquisitions in China.

● PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated entities.

● Governmental control of the convertibility of Renminbi and restrictions on the transfer of cash into and out of China may constrain our liquidity and adversely affect our ability to use cash in our operation.

● A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law. 

● We may be subject to fine due to our insufficient payment of the social insurance and housing fund of the employees.

● You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct substantially all of our operations in China and most of our officers and directors reside in China.

● PRC regulations and rules concerning mergers and acquisitions, including recently adopted regulations and rules with respect to mergers and acquisitions, established additional procedures and requirements that could impact our ability to conduct our business or accept foreign investments.

● You may experience difficulties in protecting your rights through the United States courts.

● Increases in labor costs in the PRC may adversely affect our business and our profitability.

● To the extent that our auditor’s audit documentation related to their audit reports for our company are located in China, the PCAOB may not be able inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection.

● We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely to us, materially disrupt our business.

● Compliance with China’s new Data Security Law, Measures on Cybersecurity Review, Personal Information Protection Law, regulations and guidelines relating to the multi-level protection scheme and any other future laws may entail significant expenses and could materially affect our business.

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Risks Relating to an Investment in Our Common Stock 

● Our majority stockholders will control our Company for the foreseeable future, including the outcome of matters requiring stockholder approval.

● An active and visible trading market for our common stock may not develop.

● The market price for our common stock may be volatile.

● Our common stock is thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

● Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell. 

● FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

● Potential future sales under Rule 144 may depress the market price for our common stock.

● Volatility in our common stock price may subject us to securities litigation.

● We are not likely to pay cash dividends in the foreseeable future.

Risks Relating to Our Business and Industry

We have a limited operating history as a developer of smart security solutions and education technologies. Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. Our operating entity, Shuhai Beijing, was formed in February 2015 and has yet to generate material revenues and it may not generate material revenue or any profit for the foreseeable future. We are still in the process of developing, marketing and expansion of our business. We expect that our safe campus, scenic area and public community security systems supported by our smart security solutions will be our core business in the future. We have limited experience and operating history in developing and marketing our products and services. In addition, the market for our products and services is highly competitive. If we fail to successfully develop and offer our products and services in an increasingly competitive market, we may not be able to capture the potential growth opportunities associated with our products and services or recover our development and marketing costs, and our future results of operations and growth strategies could be adversely affected. Our limited history may not provide a meaningful basis for investors to evaluate our business, financial performance and prospects.

Our independent registered public accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

We are an early and development stage company and have limited financial resources. We had cash balances of $1,065,936 and $49,676 as of June 30, 2020 and June 30, 2021, respectively. We generated revenues of $175,138 during the year ended June 30, 2021. We had a net cash outflow of approximately $1.6 million during fiscal year ended June 30, 2021. We had a deficit of approximately $12,061,858 at June 30, 2021.  

Our resources and source of funds have primarily consisted of loans and capital contributions from shareholders and funds raised from equity financing. We believe these are sufficient to keep our business operations functioning for the next twelve months. We have generated revenue of $175,138 from our business during the year ended June 30, 2021, and our expenses will be accrued until sufficient financing is obtained or our shareholders loan us the necessary funds to pay for these expenses. Our independent registered public accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern, although it is noted that such liquidity concern was mitigated by the Company’s sale of shares of its 2,436,904 shares of common stock at $3.48 per share on July 20, 2021, raising approximately $7,636,796, after deducting offering costs. No assurances can be given that we will be able to obtain funds from our shareholders or others to continue our operations in the future. We may need to seek additional financing. The financing sought may be in the form of equity or debt financing or a combination of both from various sources as yet unidentified. No assurance can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern and the failure to do so could cause us to cease our operations.

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On July 20, 2021, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell to such investors an aggregate of 2,436,904 shares of common stock of the Company at a purchase price of $3.48 per share. The Company also sold warrants to purchase 1,096,608 shares of common stock to such investors in a concurrent private placement. The closing of the sales of these securities under the securities purchase agreement took place on July 22, 2021. The net proceeds from the transactions were approximately $7,636,796, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes, and for the repayment of debt.

Supply chain issues that increase our costs or cause a delay in our ability to fulfill orders, could have an adverse impact on our business and operating results, and our failure to estimate customer demand properly may result in excess or obsolete component supply, which could adversely affect our gross margins.

Currently, we do not own or operate our manufacturing facilities, but rely on third-party contractors to manufacture our products, and expect that we will continue to rely on existing and new contractual manufacturers for the foreseeable future. The following reliance issues could have an adverse impact on the supply of our products and on our business and operating results:

● Any financial problems of our contract manufacturers or component suppliers could limit supply or increase costs;

● Reservation of manufacturing capacity at our contract manufacturers by other companies, inside or outside of our industry, could limit supply or increase costs; and

● Industry consolidation occurring within one or more component supplier markets could limit supply or increase costs.

In addition, the following supply chain-related issues could adversely affect our customer relationships, operating results and financial condition:

● a reduction or interruption in supply of one or more components;

● a significant increase in the price of one or more components；

● a failure to adequately authorize procurement of inventory by our contract manufacturers; and

● a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs.

Over the long term, we intend to invest in engineering, sales, service and marketing activities, and these investments may achieve delayed, or lower than expected, benefits which could harm our operating results. 

While we intend to focus on managing our costs and expenses, over the long term, we also intend to invest in personnel and other resources related to our engineering, sales, service and marketing functions as we realign and dedicate resources to key growth areas, such as smart security products and services. We are likely to recognize the costs and expenses associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

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Our business substantially depends upon the continued growth of the security, security-based systems, and education technologies, the decrease of which could have a negative impact on our business.

A substantial portion of our business and revenue depends on growth and evolution of the security system and education technologies in the PRC and globally, including the continued development and expansion of the Internet. To the extent that an economic slowdown or economic uncertainty and any related reductions in capital spending adversely affect spending on Internet infrastructure, we could experience material harm to our business, operating results and financial condition.

Because of the rapid introduction of new products and changing customer requirements related, we believe that we could receive a high degree of publicity and visibility. Because smart security systems are our major products and resources, our business, operating results and financial condition may be materially adversely affected, regardless of whether or not these problems are due to the performance of our own products or services. Such an event could also result in a material adverse effect on the market price of our common stock independent of direct effects on our business. 

Product quality problems could lead to reduced revenue, gross margins, and net income. 

The smart security system we provide is highly complex as the products incorporate both hardware and software technologies. Neither we nor our contract manufacturers have developed a sophisticated product testing program due to the limit of available technologies. There can be no assurance that the pre-shipment testing programs we develop in the future will be adequate to detect all defects, including defects in individual products or defects affecting numerous shipments. Such potential defects might interfere with customer satisfaction, reduce sales opportunities or affect gross margins. As an example, software typically contains bugs that can unexpectedly interfere with expected operations. From time to time, we will have to replace certain components and provide remediation in response to the discovery of defects or bugs in our products. There can be no assurance that such remediation, depending on the product involved, would not have a material adverse impact on our business. An inability to cure a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product or market, damage to our reputation, additional inventory costs, or product reengineering expenses, any of which could have a material adverse impact on our revenue, margins and net income.

We will likely have to incur indebtedness or issue new equity securities to fund future growth. If we are not able to obtain additional capital, our ability to operate or expand our business may be impaired and our results of operations could be adversely affected. 

Our business requires significant levels of capital to finance the research and development of new products and service platforms that meet the constantly evolving industry standards and consumer demands. As such, we expect that we will need additional capital to fund our future growth. For the time being, we are primarily depending on contribution from shareholders, equity financing and cash income. If cash from such sources is insufficient or unavailable, or if cash is used for unanticipated needs, we may require additional capital sooner than anticipated. Our ability to obtain additional capital on acceptable terms or at all is subject to a variety of uncertainties, including: 

● investors’ perceptions of, and demand for, companies operating in China;

● conditions of the U.S. and other capital markets in which we may seek to raise funds;

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● our future results of operations, financial condition and cash flows

● governmental regulation of foreign investment in China;

● economic, political and other conditions in the United States, China and other countries; and

● governmental policies relating to foreign currency borrowings.

The sale of additional equity securities would result in dilution of our existing shareholders. In addition, the incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict our operations. It is highly uncertain whether financing will be available in amounts or on terms acceptable to us, if at all. If we are not able to obtain additional capital, our ability to operate or expand our business may be impaired and our results of operations could be adversely affected.

Our success is dependent on retaining key personnel who would be difficult to replace.

Our success depends largely on the continued services of our key management and technical staff. In particular, our success depends on the continued efforts of Ms. Zhixin Liu, our Chairman of the Board of Directors, Chief Executive Officer, President and Corporate Secretary, and Mr. Fu Liu, one of our directors and Ms. Liu’s father. Ms. Liu and Mr. Liu have been instrumental in developing our business model and are crucial to our business development. There can be no assurance that they will continue in their present capacities for any particular period of time. The loss of the services of Ms. Liu and/or Mr. Liu could materially and adversely affect our business development. 

The various industries we are in are characterized by constant and rapid technological change and evolving standards. If we fail to anticipate and adapt to these changes and evolutions, our sales, gross margins and profitability will be adversely affected.

Technologies change rapidly in the security solution, new media advertising, micro marketing and data processing industries with frequent new products and service developments and evolving industry standards. Companies operating within these industries are continuously developing new products and services with heightened performance and functionality, putting pricing pressure on existing products. Accordingly, we believe that our future success will depend on our ability to continue to anticipate technological changes and to offer additional product and service opportunities that meet evolving standards on a timely and cost-effective basis. Our failure to accurately anticipate the introduction of new technologies or adapt to fluctuations in the industry could lead to our having significant amounts of obsolete inventory that can only be sold at substantially lower prices and profit margins than anticipated. In addition, if we are unable to develop planned new technologies, we may be unable to compete effectively due to our failure to offer products or services most demanded by the marketplace. Products and services that our competitors develop or introduce may also render our products and services noncompetitive or obsolete. If any of these failures occur, our business and results of operations would be adversely affected.  

We depend on contract manufacturers, and our production and products could be harmed if they are unable to meet our volume and quality requirements and alternative sources are not available.

We rely on third party contract manufacturers to provide manufacturing services for our products. If these services become unavailable, we would be required to identify and enter into new agreements with other contract manufacturer or take the manufacturing in-house. The loss of our contract manufacturers could significantly disrupt production as well as increase the cost of production. These changes could have a material adverse effect on our business and results of operations.

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Changes to existing regulations may present technical, regulatory and economic barriers to the provision of our products and services, which may significantly increase our costs and adversely affect the results of our operations.

The smart security industry in China is highly regulated by the PRC Ministry of Public Security and Ministry of Industry and Information Technology. The PRC Ministry of Public Security and the Ministry of Industry and Information Technology might change the regulatory framework or impose higher technical standards in the future. As a result of this significant regulation, we may be unable to comply with existing or new laws, rules and regulations, and may have to incur extra costs in connection with engaging new technical staff, improving our existing products, and renewing our licenses. 

We have seen a substantial improvement and progress in our internal control over financial reporting. If no improvement measures are taken, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Our management has assessed the effectiveness of our internal control over financial reporting with an assessment report as of June 30, 2020, and plans to shorten the cycle and increase the frequency concerning the testing cycle for the effectiveness of internal control measures. The annual risk control assessment reporting system will be improved to a quarterly risk control assessment system 

Our efforts in the building of internal control system is not limited to the formulation and implementation of financial management and control measures, but focuses on the combination of comprehensive and targeted control to build up an internal control system that best fits us. According to the management system imperfections concerning job responsibilities, departmental processes and so on that are identified through self-examination, the Company, by highlighting six elements of “internal environment, risk assessment, control activities, information and communication, and internal supervision” and seven control measures of separate control of incompatible functions, authorization and approval control, accounting system control, property protection control, budget control, operation analysis control and performance appraisal control”, is gradually establishing and improving an internal control system featuring organizational structure, development strategy, human resources, social responsibility, corporate culture, financial activities, procurement business sales business, research and development, financial reports, comprehensive budget, contract management, internal information transfer and information system and other contents, and it is formulating the internal control system applicable to the whole company and organizing related implementation in accordance with relevant laws and regulations and supporting measures.. 

By the end of the fiscal year ended June 30, 2021, we have established a Risk Control Department led by the internal control director and a team of legal counsels to ensure the Company’s compliance with relevant regulations and risk management requirements; we also formulated new policies or integrate a series of internal control policies, including but not limited to the process from procurement to payment, the process from payment to the sales, cash management, cost management, budget process, accounts receivable policy, policy to prevent and detect fraud、assets and inventory management, internal audit policy and cost accounting, etc., and we provided training for our employees, such as the Finance Department, Marketing Department, and senior executives; we set the International Affair Department to strengthen our compliance and financing management on the international capital market; and we also employed a new legal counsel in China to enhance the Company’s operational compliance on the Chinese market.

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Our compliance with complicated U.S. regulations concerning corporate governance and public disclosure will result in additional expenses. Moreover, our ability to comply with all applicable laws, rules and regulations is uncertain given our management’s relative inexperience with operating U.S. public companies.  

As a public company, we are facing with expensive, complicated and evolving disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and the Dodd–Frank Wall Street Reform and Consumer Protection Act. New or changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations and standards of a U.S. public company are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. 

Moreover, our executive officers have little experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and stock price.

Failure to comply with the Foreign Corrupt Practices Act could adversely affect our business.

We are required to comply with the United States Foreign Corrupt Practices Act (or FCPA), which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of other companies or government agencies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage.

We have operations, agreements with third parties, and make sales in China. Companies with operations in China have been accused and found guilty of sales practices that involve unlawful activity, including violations of the FCPA. We believe to date we have complied in all material respects with the provisions of the FCPA. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants and/or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

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We may be subject to liability if private information that we receive is not secure or if we violate privacy laws and regulations.

Because we store, process and use data, some of which contain personal information, we are subject to complex and evolving federal, state and foreign laws and regulations regarding privacy, data protection and other matters. Many of these laws and regulations are subject to constant evolvement and change and uncertain interpretation. Any violation of these laws could result in investigations, claims, changes to our business practices, increased cost of operations and declines in user growth, retention or engagement, any of which could materially adversely affect our business, results of operations and financial condition. 

In November 2016, the Standing Committee of the National People’s Congress passed China’s first cybersecurity law, or CSL, which took effect in June 2017. The CSL systematically lays out cybersecurity and data protection regulatory requirements and subjects many previously under-regulated or unregulated activities in cyberspace and data management to government scrutiny. Compliance costs and other burdens related to CSL as well as China’s regulatory measures on the collection, storage, use and provision of network data may affect users’ use and acceptance of our products and services, and may have a significant adverse impact on our business, directly affecting our market development channels and financial revenue capacity.

The European Union General Data Protection Regulation 2016/679 (“GDPR”), which came into effect on May 25, 2018, includes operational requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR establishes new requirements applicable to the processing of personal data (i.e., data which identifies an individual or from which an individual is identifiable), affords new data protection rights to individuals (e.g., the right to erasure of personal data) and imposes penalties for serious data breaches. Individuals also have a right to compensation under the GDPR for financial or non-financial losses. Although we do not conduct any business in the European Economic Area, in the event that residents of the European Economic Area access our website and input protected information, we may become subject to provisions of the GDPR. Compliance with the GDPR will impose additional responsibilities and liabilities in relation to our processing of personal data. The GDPR may require us to change our policies and procedures and, if we are not compliant, could materially adversely affect our business, results of operations and financial condition.

We are also subject to laws restricting disclosure of information relating to our employees. We strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, cybersecurity and data protection. However, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or our third-party service-providers to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our business and operating results. 

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Risks Relating to Our Corporate Structure

Our corporate structure, in particular, our Variable Interest Entities (or VIE), and their Agreements (or VIE Agreements), are subject to significant risks, as set forth in the following risk factors.

If the PRC government deems that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries or other laws or regulations of the PRC, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, which may therefore materially reduce the value of our ordinary shares.  

We are a holding company incorporated in Nevada. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our operating entities established in the People’s Republic of China, or the PRC, primarily our variable interest entity (the “VIE”). Due to PRC legal restrictions on foreign ownership in any internet-related businesses we may explore and operate, we do not have any equity ownership of our VIE, instead we control and receive the economic benefits of our VIE’s business operations through certain contractual arrangements. Our common stock that currently listed on the Nasdaq Capital Markets are shares of our Nevada holding company that maintains service agreements with the associated operating companies. The Chinese regulatory authorities could disallow our structure, which could result in a material change in our operations and the value of our securities could decline or become worthless. For a description of our corporate structure and contractual arrangements, see “Corporate Structure” on page 24 and “VIE Agreements” on page F-10. 

We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. We also believe that each of the contracts among our wholly-owned PRC subsidiary, our consolidated VIE and its shareholders is valid, binding and enforceable in accordance with its terms. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Thus, the PRC governmental authorities may take a view contrary to the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structure will be adopted or if adopted, what they would provide. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.

If these regulations change or are interpreted differently in the future and our corporate structure and contractual arrangements are deemed by the relevant regulators that have competent authority, to be illegal, either in whole or in part, we may lose control of our consolidated VIE, which conducts our manufacturing operations, holds significant assets and accounts for significant revenue, and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

● revoking our business and operating licenses;

● levying fines on us;

● confiscating any of our income that they deem to be obtained through illegal operations;

● shutting down our services;

● discontinuing or restricting our operations in China;

● imposing conditions or requirements with which we may not be able to comply;

● requiring us to change our corporate structure and contractual arrangements;

● restricting or prohibiting our use of the proceeds from overseas offering to finance our consolidated VIE’s business and operations; and

● taking other regulatory or enforcement actions that could be harmful to our business.

Furthermore, new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure and contractual arrangements. Occurrence of any of these events could materially and adversely affect our business, financial condition and results of operations and the market price of our common stock. In addition, if the imposition of any of these penalties or requirement to restructure our corporate structure causes us to lose the rights to direct the activities of our consolidated VIE or our right to receive their economic benefits, we would no longer be able to consolidate the financial results of such VIE in our consolidated financial statements, which may cause the value of our securities to significantly decline or even become worthless.

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We depend upon the VIE Agreements in conducting our business in the PRC, which may not be as effective as direct ownership.

We rely on contractual arrangements with our consolidated VIE and its shareholders, Zhixin Liu, Chairman of the Board, CEO and President of the Company and Corporate Secretary, and Fu Liu, a Director of the Company (Fu Liu is the father of Zhixin Liu), to operate our business. Our affiliation with Shuhai Beijing is managed through the VIE Agreements, which agreements may not be as effective in providing us with control over Shuhai Beijing as direct ownership. These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIE. If our consolidated VIE or its shareholders fail to perform their respective obligations under these contractual arrangements, our recourse to the assets held by our consolidated VIE is indirect and we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity interest in our consolidated VIE, including such equity interest, may be put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the U.S. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to exert effective control over our consolidated VIE, and our ability to conduct our business and our financial condition and results of operations may be materially and adversely affected.

We may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely affect our operating results and financial condition.

All of our business is conducted through Shuhai Beijing, which is considered a VIE for accounting purposes, and we are considered the primary beneficiary, thus enabling us to consolidate our financial results in our consolidated financial statements. In the event that in the future a company we hold as a VIE no longer meets the definition of a VIE under applicable accounting rules, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line that entity’s financial results in our consolidated financial statements for reporting purposes. Also, if in the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s financial results in our consolidated financial statements for accounting purposes. If such entity’s financial results were negative, this would have a corresponding negative impact on our operating results for reporting purposes.

Because we rely on the Operation and Intellectual Property Service Agreement with Shuhai Beijing for our revenue, the termination of this agreement Or be forcibly discharged would severely and detrimentally affect our continuing business viability under our current corporate structure.

We are a holding company and all of our business operations are conducted through the VIE Agreements. As a result, our revenues mainly rely on dividend payments from Tianjin Information after it receives payments from Shuhai Beijing pursuant to the Operation and Intellectual Property Service Agreement. Shuhai Beijing may terminate the Operation and Intellectual Property Service Agreement for any or no reason by Chinese government at all. Because neither we, nor our subsidiaries, own equity interests of Shuhai Beijing, the termination of the Operation and Intellectual Property Service Agreement would sever our ability to continue receiving payments from Shuhai Beijing under our current holding company structure. While we are currently not aware of any event or reason that may cause the Operation and Intellectual Property Service Agreement to terminate, we cannot assure you that such an event or reason will not occur in the future. In the event that the Operation and Intellectual Property Service Agreement is terminated, this would have a severe and detrimental effect on our continuing business viability under our current corporate structure, which, in turn, may affect the value of your investment. 

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Contractual arrangements entered into by our subsidiary and our PRC operating affiliate may be subject to scrutiny by the PRC tax authorities. Such scrutiny may lead to additional tax liability and fines, which would hinder our ability to achieve or maintain profitability.

Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions entered into by our subsidiary and our PRC operating affiliate are found not to have been conducted on an arm’s-length basis or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow tax savings, adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties. 

We conduct our business through Shuhai Beijing by means of VIE Agreements. If the PRC courts or administrative authorities determine that these contractual arrangements do not comply with applicable regulations, we could be subject to severe penalties and our business could be adversely affected. In addition, changes in such PRC laws and regulations may materially and adversely affect our business. 

There are uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of the contractual arrangements between Tianjin Information and Shuhai Beijing. We have been advised by our PRC counsel, Jingtian & Gongcheng, based on their understanding of the current PRC laws, rules and regulations, that (i) the structure for operating our business in China (including our corporate structure and contractual arrangements with Shuhai Beijing and its shareholders) will not result in any violation of PRC laws or regulations currently in effect; and (ii) the contractual arrangements among Tianjin Information and Shuhai Beijing and its shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations concerning foreign investment in the PRC, and their application to and effect on the legality, binding effect and enforceability of the contractual arrangements. In particular, we cannot rule out the possibility that PRC regulatory authorities, courts or arbitral tribunals may in the future adopt a different or contrary interpretation or take a view that is inconsistent with the opinion of our PRC legal counsel.

If any of our PRC entities or their ownership structure or the contractual arrangements are determined to be in violation of any existing or future PRC laws, rules or regulations, or any of our PRC entities fail to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including:

● revoking the business and operating licenses;

● discontinuing or restricting the operations;

● imposing conditions or requirements with which the PRC entities may not be able to comply;

● requiring us and our PRC entities to restructure the relevant ownership structure or operations;

● restricting or prohibiting our use of the proceeds from our 2018 offering to finance our business and operations in China; or

● imposing fines. Confiscation of income

The imposition of any of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition, results of operations and prospects. 

Although the content about VIE structure has been deleted from the PRC Foreign Investment Law implemented since January 1, 2020, the disputes over VIE structure still exists and are left to be settled through legislative authorization. After that, the nature and attributes of VIE structure may still be brought into the supervision category of “foreign investment” in future through other specific laws, administrative regulations and normative documents formulated by the State Council. Moreover, relevant supervision will be strengthened while the pre-establishment national treatment & negative list system would not be excluded for foreign investment, which is expected to cast significant impact upon our operation and management. 

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The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Ms. Zhixin Liu and Mr. Fu Liu are majority shareholders of our Company and the shareholders of our VIE, Shuhai Beijing. Ms. Liu is our Chairman, Chief Executive Officer, President and Secretary, while Mr. Liu is one of our directors. They may have potential conflicts of interest with us. These shareholders may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIE, which would have a material and adverse effect on our ability to effectively control our VIE and receive substantially all the economic benefits from it. For example, the shareholders may be able to cause our agreements with Shuhai Beijing to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.

Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. We rely on Ms. Liu and Mr. Liu to abide by the laws of the State of Nevada and China, which provide that directors owe a fiduciary duty to the Company that requires them to act in good faith and in what they believe to be the best interests of the Company and not to use their position for personal gains. If we cannot resolve any conflict of interest or dispute between us and the shareholders of Shuhai Beijing, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. 

If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial condition and results of operations.

We currently conduct our operations in China through contractual arrangements with our affiliated entities. As part of these arrangements, substantially all of our assets that are important to the operation of our business are held by our affiliated entities. If any of these entities goes bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of our affiliated entities undergoes a voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our ability to operate our business and could materially and adversely affect our business, our ability to generate revenue and the market price of our common stock. 

We are a “controlled company” within the meaning of the NASDAQ Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We are a “controlled company” as defined under the NASDAQ Stock Market Rules because Mr. Liu and Ms. Liu hold more than 50% of our voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and will rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

● the requirement that our director nominees must be selected or recommended solely by independent directors; and

● the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

As a result, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NASDAQ Stock Market. 

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Risks Associated With Doing Business in China

Changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of our business.

The PRC’s economy is in a transition from a planned economy to a market-oriented economy subject to five-year and annual plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects on the economic conditions within the PRC. The PRC government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and business development in the PRC will follow market forces. While we believe that this trend will continue, there can be no assurance that this will be the case. A change in policies by the PRC government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. Implementation of the negative list system. Although the PRC government has been pursuing economic reform policies for more than two decades, there is no assurance that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting the PRC’s political, economic and social environment.

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

Our business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations. Under the current government leadership, the government of the PRC has been pursuing reform policies which have adversely affected China-based operating companies whose securities are listed in the United States, with significant policies changes being made from time to time without notice. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts provide interpretations of laws and regulations and decide contractual disputes and issues, their inexperience in adjudicating new business and new polices or regulations in certain less developed areas causes uncertainty and may affect our business. Consequently, we cannot predict the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as judicial interpretation by inexperienced officials in the agencies and courts in certain areas, may cause possible problems to foreign investors. Although the PRC government has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to pursue policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

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Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

The recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference in China.

The development of COVID-19 and A slowdown or other adverse developments in the PRC economy may harm our customers and the demand for our services and our products.

All of our operations are conducted in the PRC. Although the PRC economy has grown significantly in recent years, there is no assurance that this growth will continue. A slowdown in overall economic growth, an economic downturn, a recession or other adverse economic developments in the PRC could significantly reduce the demand for our products and services.

If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease. 

At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies may arise in the future between these two countries that may affect our economic outlook both in the United States and in China. Any political or trade controversies between the United States and China, whether or not directly related to our business, could reduce the price of our common stock.

Future inflation in China may inhibit the profitability of our business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our services and products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our services and products.

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The fluctuation of the Renminbi may have a material adverse effect on your investment.

The change in value of the Renminbi against the U.S. dollar and other currencies is affected by, various factors, such as changes in China’s political and economic conditions and China’s foreign exchange controls. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under such policy, the Renminbi was permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Later on, the People’s Bank of China has decided to further implement the reform of the RMB exchange regime and to enhance the flexibility of RMB exchange rates. Such changes in policy have resulted in a significant appreciation of the Renminbi against the U.S. dollar since 2005. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant adjustment of the Renminbi against the U.S. dollar. Any significant appreciation or revaluation of the Renminbi may have a material adverse effect on the value of, and any dividends payable on, shares of our common stock in foreign currency terms. More specifically, if we decide to convert our Renminbi into U.S. dollars, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. To the extent that we need to convert U.S. dollars we receive from our 2018 offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. In addition, appreciation or depreciation in the exchange rate of the Renminbi to the U.S. dollar could materially and adversely affect the price of shares of our common stock in U.S. dollars without giving effect to any underlying change in our business or results of operations. 

Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.

Substantially all of our revenue is denominated in Renminbi. As a result, restrictions on currency exchange may limit our ability to use revenue generated in Renminbi to fund any business activities we may have outside China in the future or to make dividend payments to our shareholders in U.S. dollars. Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade and service-related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans or investments in securities outside China, unless such use is approved by SAFE. For example, foreign exchange transactions under our subsidiary’s capital account, including principal payments in respect of foreign currency-denominated obligations, remain subject to significant foreign exchange controls and the approval requirement of SAFE. These limitations could affect our ability to convert Renminbi into foreign currency for capital expenditures. And the Chinese government is further strengthening the control of foreign exchange, we will not be able to change the Chinese government’s decision in our own power.

Our subsidiaries and affiliated entities in China are subject to restrictions on making dividends and other payments to us. 

We are a holding company and rely principally on dividends paid by our subsidiary in China for our cash needs, including paying dividends and other cash distributions to our shareholders to the extent we choose to do so, servicing any debt we may incur and paying our operating expenses. Tianjin Information’s income in turn depends on the service fees paid by our affiliated entities in China. Current PRC regulations permit our subsidiary in China to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the applicable requirements of PRC law, Tianjin Information may only distribute dividends after it has made allowances to fund certain statutory reserves. These reserves are not distributable as cash dividends. In addition, if our subsidiaries or our affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any such restrictions may materially affect such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which may materially and adversely affect our business, financial condition and results of operations.

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Uncertainties with respect to the PRC legal system could have a material adverse effect on us

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited as reference but have limited precedential value. Since 1979, newly introduced PRC laws and regulations have significantly enhanced the protections of interest relating to foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to evolve rapidly, the interpretations of such laws and regulations may not always be consistent, and enforcement of these laws In different administrative areas and regulations involves significant uncertainties, any of which could limit the available legal protections. In addition, the PRC administrative and judicial authorities have significant discretion in interpreting, implementing or enforcing statutory rules and contractual terms, and it may be more difficult to predict the outcome of administrative and judicial proceedings and the level of legal protection we may enjoy in the PRC than under some more developed legal systems. These uncertainties may affect our decisions on the policies and actions to be taken to comply with PRC laws and regulations, and may affect our ability to enforce our contractual or tort rights. In addition, the regulatory uncertainties may be exploited through unmerited legal actions or threats in an attempt to extract payments or benefits from us. Such uncertainties may therefore increase our operating expenses and costs, and materially and adversely affect our business and results of operations. 

The PRC’s legal and judicial system Under special circumstances may not adequately protect our business and operations and the rights of foreign investors.

The legal and judicial systems in the PRC are still rudimentary, and enforcement of existing laws is uncertain. As a result, it may be impossible to obtain swift and equitable enforcement of laws that do exist, Different administrative regions have different legal and judicial interpretations or to obtain enforcement of the judgment of one court by a court of another jurisdiction. The PRC’s legal system is based on the civil law regime, that is, it is based on written statutes. A decision by one judge does not set a legal precedent that is required to be followed by judges in other cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes. 

The promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign investors. There can be no assurance that a change in leadership, social or political disruption, or unforeseen circumstances affecting the PRC’s political, economic or social life, will not affect the PRC government’s ability to continue to support and pursue these reforms. Such a shift could have a material adverse effect on our business and prospects. 

Because our principal assets are located outside of the United States and all of our directors and officers reside outside the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us and our officers and directors in the U.S. or to enforce a U.S. court judgment against us or them in the PRC. 

Our directors and officers reside outside the United States. In addition, our operating subsidiaries are located in the PRC and substantially all of their assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights against us based on the civil liability provisions of the U.S. federal securities laws against us in the courts of either the U.S. or the PRC and, even if civil judgments are obtained in U.S. courts, it may be difficult to enforce such judgments in PRC courts.

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Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it more difficult for us to pursue growth through acquisitions in China.

The M&A Rules established additional procedures and requirements that could make merger and acquisition activities in China by foreign investors more time-consuming and complex. For example, the MOFCOM must be notified in the event a foreign investor takes control of a PRC domestic enterprise. In addition, certain acquisitions of domestic companies by offshore companies that are related to or affiliated with the same entities or individuals of the domestic companies, are subject to approval by the MOFCOM. In addition, the Implementing Rules Concerning Security Review on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in August 2011, require that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject to national security review by the MOFCOM. In addition, any activities attempting to circumvent such review process, including structuring the transaction through a proxy or contractual control arrangement, are strictly prohibited. There is significant uncertainty regarding the interpretation and implementation of these regulations relating to merger and acquisition activities in China. In addition, complying with these requirements could be time-consuming, and the required notification, review or approval process may materially delay or affect our ability to complete merger and acquisition transactions in China. As a result, our ability to seek growth through acquisitions may be materially and adversely affected. In addition, if the MOFCOM determines that we should have obtained its approval for our entry into contractual arrangements with our affiliated entities, we may be required to file for remedial approvals. There is no assurance that we would be able to obtain such approval from the MOFCOM. We may also be subject to administrative fines or penalties by the MOFCOM that may require us to limit our business operations in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies into the PRC or take other actions that could have material and adverse effect on our business, financial condition and results of operations.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.

As an offshore holding company of our PRC subsidiary, we may (i) make loans to our PRC subsidiary and affiliated entities, (ii) make additional capital contributions to our PRC subsidiary, (iii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, and (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

● loans by us to our wholly-owned subsidiary in China, which is a foreign-invested enterprise, cannot exceed statutory limits and must be registered with the State Administration of Foreign Exchange of the PRC (or SAFE) or its local counterparts;

● loans by us to our affiliated entities, which are domestic PRC entities, over a certain threshold must be approved by the relevant government authorities and must also be registered with SAFE or its local counterparts; and

● capital contributions to our wholly-owned subsidiary must file a record with the MOFCOM or its local counterparts and shall also be limited to the difference between the registered capital and the total investment amount.

We cannot assure you that we will be able to obtain these government registrations or filings on a timely basis, or at all. If we fail to finish such registrations or filings, our ability to use the proceeds from our 2018 offering and to capitalize our PRC subsidiary’s operations may be adversely affected, which could adversely affect our liquidity and our ability to fund and expand our business.

On March 30, 2015, the State Administration of Foreign Exchange (SAFE) promulgated a notice relating to the administration of foreign-invested company of its capital contribution in foreign currency into Renminbi (Hui Fa [2015]19) (or Circular 19). Although Circular 19 has fastened the administration relating to the settlement of exchange of foreign-investment, allows the foreign-invested company to settle the exchange on a voluntary basis, it still requires that the bank review the authenticity and compliance of a foreign-invested company’s settlement of exchange in previous time, and the settled in Renminbi converted from foreign currencies shall deposit on the foreign exchange settlement account, and shall not be used for several purposes as listed in the “negative list”. As a result, the notice may limit our ability to transfer funds to our operations in China through our PRC subsidiary, which may affect our ability to expand our business. Meanwhile, the foreign exchange policy is unpredictable in China, it shall be various with the nationwide economic pattern, the strict foreign exchange policy may have an adverse impact in our capital cash and may limit our business expansion.  

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Governmental control of the convertibility of Renminbi and restrictions on the transfer of cash into and out of China may constrain our liquidity and adversely affect our ability to use cash in our operation.

The PRC government also imposes controls on the convertibility of the Renminbi into foreign currencies. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from SAFE, by complying with certain procedural requirements. Approvals from appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose any restriction on access of foreign currencies for current account transactions.

As an offshore holding company of our PRC subsidiary, the majority of our income is received in Renminbi. If the PRC government imposes restrictions on access of foreign currencies for current account transactions, we may not be able to pay dividends in foreign currencies to our shareholders.

A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law. 

SAFE has promulgated regulations, including the Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles (or SAFE Circular No. 37), effective on July 4, 2014, and its appendices, that require PRC residents, including PRC institutions and individuals, to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular No. 37 as a “special purpose vehicle.” SAFE Circular No. 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Further, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

These regulations apply to our direct and indirect shareholders who are PRC residents and may apply to any offshore acquisitions or share transfers that we make in the future if our shares are issued to PRC residents. However, in practice, different local SAFE branches may have different views and procedures on the application and implementation of SAFE regulations, and since SAFE Circular No. 37 was relatively new, there remains uncertainty with respect to its implementation. As of the date of this report, all PRC residents known to us that currently hold direct or indirect interests in our company have completed the necessary registrations with SAFE as required by SAFE Circular 37. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with the requirements of SAFE Circular 37.  However, we cannot assure you that these individuals or any other direct or indirect shareholders or beneficial owners of our company who are PRC residents will be able to successfully complete the registration or update the registration of their direct and indirect equity interest as required in the future. If they fail to make or update the registration, our shareholders could be subject to fines and legal penalties, and SAFE could restrict our cross-border investment activities and our foreign exchange activities, including restricting our PRC subsidiary’s ability to distribute dividends to, or obtain loans denominated in foreign currencies from, our company, or prevent us from paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected. 

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We may be subject to fine due to our insufficient payment of the social insurance and housing fund of the employees.

Pursuant to the Social Insurance Law of the PRC, as amended on December 29, 2018,and the Regulation on the Administration of Housing Accumulation Funds, as amended on March 24, 2019, employers in China shall register with relevant social insurance agency and relevant housing provident fund management center and open special housing provident fund accounts for each of their employees, and pay contributions to the social insurance plan and the housing provident fund for their employees, such contribution amount payable shall be calculated based on the employee’s actual salary in accordance with the relevant regulations. In case the employer failed to make sufficient payment of the social insurance, it may be subject to fine up to 3 times of the insufficient amount and pay late fees. If the employer failed to register with relevant housing provident fund management center or failed to open special housing provident fund accounts for the employees within the ordered time limit, a fine of not less than RMB10,000 nor more than RMB50,000 may be imposed. In addition, if the employer fails to pay sufficient contributions to housing provident fund as required, the housing provident fund management center shall order it to make the payment and deposit within a prescribed time limit; where the payment has not been made after the expiration of the time limit, the housing provident fund management center may request the people’s court for compulsory enforcement. On July 20, 2018, the General Office of the Communist Party of China and the General Office of the State Council jointly issued the Reform Plan on Tax Collection and Administration Systems for Local Offices of the State Administration of Taxation and Local Taxation Bureaus, according to which the collection and administration of social insurance will be transferred from the social insurance departments to competent tax authorities, and the supervision over the payment of social insurance will be significantly strengthened in the way that an enterprise must pay social insurance for its employees based on their overall salary at certain legally required rates. If we are fined due to insufficient payment of the social insurance and housing fund of the employees, our business operations could be materially and adversely affected.

You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct substantially all of our operations in China and all of our officers and directors reside in China.

We conduct substantially all of our operations in China through Shuhai Beijing, our consolidated VIE in China. All of our current officers and directors reside outside the United States and substantially all of the assets of those persons are located outside of the United States. Because of this factor, it may be difficult for you to conduct due diligence on our company, our executive officers or directors and attend stockholder meetings if the meetings are held in China. As a result, our public stockholders may have more difficulty in protecting their interests through actions against our management, directors or major stockholders than would stockholders of a corporation doing business entirely or predominantly within the United States.

You may experience difficulties in protecting your rights through the United States courts.

Currently, substantially all of our operations are conducted in China and substantially all of our assets are located in China. All of our officers are nationals or residents of the PRC and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a stockholder to effect service of process within the United States upon these persons, or to enforce judgments against us which are obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

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In addition, it may be difficult or impossible for you to effect service of process within the United States upon us our directors and officers in the event that you believe that your rights have been violated under United States securities laws or otherwise. Even if you are successful in effecting service of process and bringing an action of this kind, the laws of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the PRC of judgments obtained in the United States.

Increases in labor costs in the PRC may adversely affect our business and our profitability.

The economy of China has been experiencing significant growth, leading to inflation and increased labor costs. China’s overall economy and the average wage in the PRC are expected to continue to grow. Future increases in China’s inflation and material increases in the cost of labor may materially and adversely affect our profitability and results of operations.

Our auditor is headquartered in the United States, and is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for our company become located in China, the PCAOB may not be able inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection and our common stock could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act.

Our independent registered public accounting firm issued an audit opinion on the financial statements included in this prospectus filed with the SEC and will issue audit reports related to our company in the future. As auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB. However, to the extent that our auditor’s work papers become located in China, such work papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities. Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. We are required by the Holding Foreign Companies Accountable Act to have an auditor that is subject to the inspection by the PCAOB. While our present auditor is located in the United States and the PCAOB is able to conduct inspections on such auditor, to the extent this status changes in the future and our auditor’s audit documentation related to their audit reports for our company becomes outside of the inspection by the PCAOB, our common stock could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act.

Compliance with China’s new Data Security Law, Measures on Cybersecurity Review (revised draft for public consultation), Personal Information Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect our business.

China has implemented or will implement rules and is considering a number of additional proposals relating to data protection. China’s new Data Security Law promulgated by the Standing Committee of the National People’s Congress of China in June 2021, or the Data Security Law, will take effect in September 2021. The Data Security Law provides that the data processing activities must be conducted based on “data classification and hierarchical protection system” for the purpose of data protection and prohibits entities in China from transferring data stored in China to foreign law enforcement agencies or judicial authorities without prior approval by the Chinese government. As the Data Security Law has not yet come into effect, we may need to make adjustments to our data processing practices to comply with this law.

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Additionally, China’s Cyber Security Law, requires companies to take certain organizational, technical and administrative measures and other necessary measures to ensure the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides that China adopt a multi-level protection scheme (MLPS), under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. Under the MLPS, entities operating information systems must have a thorough assessment of the risks and the conditions of their information and network systems to determine the level to which the entity’s information and network systems belong-from the lowest Level 1 to the highest Level 5 pursuant to the Measures for the Graded Protection and the Guidelines for Grading of Classified Protection of Cyber Security. The grading result will determine the set of security protection obligations that entities must comply with. Entities classified as Level 2 or above should report the grade to the relevant government authority for examination and approval.

Recently, the Cyberspace Administration of China has taken action against several Chinese internet companies in connection with their initial public offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On July 10, 2021, the Cyberspace Administration of China published a revised draft of the Measures on Cybersecurity Review, expanding the cybersecurity review to data processing operators in possession of personal information of over 1 million users if the operators intend to list their securities in a foreign country.

It is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on the life sciences sector generally and the Company in particular. China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and this could lead to us delisting from the U.S. stock market.

Also, on August 20, 2021, the National People’s Congress passed the Personal Information Protection Law, which will be implemented on November 1, 2021. The law creates a comprehensive set of data privacy and protection requirements that apply to the processing of personal information and expands data protection compliance obligations to cover the processing of personal information of persons by organizations and individuals in China, and the processing of personal information of persons in China outside of China if such processing is for purposes of providing products and services to, or analyzing and evaluating the behavior of, persons in China. The law also proposes that critical information infrastructure operators and personal information processing entities who process personal information meeting a volume threshold to-be-set by Chinese cyberspace regulators are also required to store in China personal information generated or collected in China, and to pass a security assessment administered by Chinese cyberspace regulators for any export of such personal information. Lastly, the draft contains proposals for significant fines for serious violations of up to RMB 50 million or 5% of annual revenues from the prior year.

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Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement. Compliance with the Cyber Security Law and the Data Security Law could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could fail to meet all of the requirements imposed on us by the Cyber Security Law, the Data Security Law and/or related implementing regulations. Any failure on our part to comply with such law or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing counterparties from contracting with us or result in investigations, fines, suspension or other penalties by Chinese government authorities and private claims or litigation, any of which could materially adversely affect our business, financial condition and results of operations. Even if our practices are not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition and results of operations. Moreover, the legal uncertainty created by the Data Security Law and the recent Chinese government actions could materially adversely affect our ability, on favorable terms, to raise capital, including engaging in follow-on offerings of our securities in the U.S. market or the Stock Exchange of Hong Kong.

We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely to us, materially disrupt our business.

Internet and technology companies are frequently involved in litigation based on allegations of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation and other violations of third-party rights. The validity, enforceability and scope of protection of intellectual property in Internet-related industries, particularly in China, are uncertain and still evolving. In addition, many parties are actively developing and seeking protection for Internet-related technologies, including seeking patent protection. There may be patents issued or pending that are held by others that cover significant aspects of our technologies, products, business methods or services. As we face increasing competition and as litigation becomes more common in China in resolving commercial disputes, we face a higher risk of being the subject of intellectual property infringement claims.

In particular, if we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, may be ordered to pay damages or fines, and may incur licensing fees or be forced to develop alternatives. We may incur substantial expense in defending against third party infringement claims, regardless of their merit. Successful infringement claims against us may result in substantial monetary liability or may materially disrupt the conduct of our business by restricting or prohibiting our use of the intellectual property in question. Any intellectual property litigation could have a material adverse effect on our business, financial condition or results of operations. 

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Risks Relating to Our an Investment in Our Common Stock 

Our majority stockholders will control our Company for the foreseeable future, including the outcome of matters requiring shareholder approval.

Our officers and directors collectively hold approximately 71.6% beneficial ownership of our Company. Two directors are members of the same family. As a result, such individuals will have the ability, acting together, to control the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those individuals. These individuals also have significant control over our business, policies and affairs as officers and directors of our Company. Therefore, you should not invest in reliance on your ability to have any control over our Company.

An active and visible trading market for our common stock may not develop.

We cannot predict whether an active market for our common stock will develop in the future. In the absence of an active trading market: 

● Investors may have difficulty buying and selling or obtaining market quotations;

● Market visibility for our common stock may be limited; and

● A lack of visibility for our common stock may have a depressive effect on the market price for our common stock.

The trading price of our common stock is subject to significant fluctuations in response to variations in quarterly operating results, changes in analysts’ earnings estimates, announcements of innovations by us or our competitors, general conditions in the industry in which we operate and other factors. These fluctuations, as well as general economic and market conditions, may have a material or adverse effect on the market price of our common stock.

The market price for our common stock may be volatile.

The market price for our common stock may be volatile and subject to wide fluctuations due to factors such as:

● the perception of U.S. investors and regulators of U.S. listed Chinese companies;

● actual or anticipated fluctuations in our quarterly operating results;

● changes in financial estimates by securities research analysts;

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● negative publicity, studies or reports;

● conditions in Chinese and global cybersecurity product markets;

● our capability to match and compete with technology innovations in the industry;

● changes in the economic performance or market valuations of other companies in the same industry;

● announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

● addition or departure of key personnel;

● fluctuations of exchange rates between RMB and the U.S. dollar; and

● general economic or political conditions in or impacting China.   Development of COVID-19

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock is thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Our common stock is “thinly-traded,” meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our common stock may not develop or be sustained.

Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell. 

Our common stock may be considered to be a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended. Our common stock may be a “penny stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it is not quoted on the NASDAQ Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million. The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise. 

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FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell shares of our common stock, have an adverse effect on the market for shares of our common stock, and thereby depress price of our common stock.

Potential future sales under Rule 144 may depress the market price for our common stock.

In general, under Rule 144, a person who has satisfied a minimum holding period of between six months to one-year, as well as meeting any other applicable requirements of Rule 144, may thereafter sell such shares publicly. Therefore, the possible sale of unregistered shares may, in the future, have a depressive effect on the price of our common stock in the over-the-counter market.

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We are not likely to pay cash dividends in the foreseeable future.

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate. Should we determine to pay dividends in the future, our ability to do so will depend upon the receipt of dividends or other payments from Shuhai Beijing. Shuhai Beijing may, from time to time, be subject to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or other hard currency and other regulatory restrictions.  

Item 1B. Unresolved Staff Comments. 

Not applicable. 

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Item 2. Description of Property.

We currently do not own any real estate or land use rights. We lease office space of approximately 2,007.46 square meters from Beijing Kaipeng Technology Co., Ltd. for our headquarters in Beijing under a lease agreement. Our monthly rent is approximately $33,100 (RMB225,922.89). The lease agreement expired on October 7, 2022, we received a six-month rent free (two months for each year) discount, We also lease a small office in Harbin for Harbin Information’s operation under a lease that expires on April 30, 2020, as amended on May 1, 2019. We pay an annual rent of approximately $2,930 for this space. This lease agreement was renewed for one year on May 1, 2020 and will expired April 30, 2021, with an annual rent at approximately $10,665.68. Due to the business expansion of the Company, a new office was rented on October 1, 2019 to support operation of Heilongjiang Xungrui Technology Co., Ltd. The lease term is from October 1, 2019 to September 30, 2021 and the annual rent is approximately $23,293.85. We believe the rented space is sufficient for our current operations.

Tianjin Information Sea Information Technology Co., Ltd. signed a lease contract with Shenzhen Lvjing Real Estate Development Co., Ltd. on August 11, 2020. The building covers an area of 395.15 square meters and will be leased from August 8, 2020 to August 7, 2023 with a three months and ten days’ rent-free period. The monthly rent is approximately $29,851.22 (RMB 20,9910.80). The rental will be increased by 3% per year from the second year on the basis of the previous year’s rental standard.

Tianjin Information Sea Information Technology Co., Ltd. signed a house lease contract with Hangzhou Zhexin Information Technology Co., Ltd. on August 26, 2020. The house is located at Room 902-910, No.2 West Building, Xixi Yintai Commercial Center, Xihu District, Hangzhou, with a construction area of 1149 square meters. The lease term starts from September 11, 2020 to October 5, 2022, with a 25-day rent-free period. The rental for the first year rental is RMB 3.3/m² / day, and the total rental is RMB 13,83970.50, equivalent to $19,813.17. The rental for the second year is RMB 3.4 yuan/m² / day, with a total rental of RMB1,425,909, equivalent to $202,777.20. The house security deposit is RMB 115,311.

 On Jan 14, 2021,Tianjin Information Sea Information Technology Co., Ltd./Hangzhou Zhexin Information Technology Co., Ltd. And Hangzhou Zhangxun Information Technology Co., LTD signed a tripartite agreement and agreed that all rights and obligations of Tianjin Information Sea Information Technology Co., Ltd under original contract was assigned to Hangzhou Zhangxun Information Technology Co., LTD. The cost of the rental place to produce it, Including but not limited to rent, water, electricity, property fees, etc. are all paid by Hangzhou Zhangxun Information Technology Co., LTD

In August 2019, we moved our headquarters from 1 Xinghuo Rd. Changning Building, Suite 11D2E, Fengtai District, Beijing, China, to the current address.

Item 3. Legal Proceedings.

Neither we nor our subsidiaries are a party to any material pending legal proceedings. However, from time to time, we and our subsidiaries may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business and an adverse result in these or other matters may arise from time to time that may harm our business. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock started trading on the NASDAQ Capital Market under the symbol “DTSS” on December 18, 2018. Based on the records of our transfer agent, we had 23,911,042 shares of common stock issued and outstanding as of September 27, 2021. 

Holder

We had 425 holders of record of our common stock as of September 27, 2021. 

Dividends

We do not anticipate paying dividends on our common stock at any time in the foreseeable future. We currently plan to retain earnings for the development and expansion of our business. Any future determination as to the payment of dividends will be at the discretion of our Board of Directors and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as our Board of Directors may deem relevant.

In addition, due to various restrictions under PRC laws on the distribution of dividends by WFOE, we may not be able to pay dividends to our shareholders. The Wholly-Foreign Owned Enterprise Law (1986), as amended, and the Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended, and the Company Law of the PRC (2006), contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under these regulations, wholly foreign owned enterprises may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, such companies are required to set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds until such time as the accumulated reserve funds reach and remain above 50% of the registered capital amount. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes. Furthermore, if our subsidiaries and affiliates in China incur debt on their own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries and affiliates are unable to receive all of the revenues from our operations through the current contractual arrangements, we may be unable to pay dividends on our common stock.

Securities Authorized for Issuance under Equity Compensation Plan

On August 22, 2018, our Board of Directors and stockholders adopted the 2018 Equity Incentive Plan, or the 2018 Plan, to award up to a maximum of 4,000,000 shares of our common stock, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. No awards have been granted under the 2018 Plan as of the date of this report, but our Board or a Board committee will determine, in its discretion, from time to time to make awards under the 2018 Plan, including to our officers and directors. Subsequently, the Company filed a registration statement on Form S-8 to register the shares underlying the 2018 Plan.

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Item 6. [Reserved]

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

Cautionary Note Regarding Forward-Looking Statements 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management’s current expectations and belief, which management believes are reasonable. However, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

● uncertainties relating to our ability to establish and operate our business and generate revenue;

● uncertainties relating to general economic, political and business conditions in China;

● industry trends and changes in demand for our products and services;

● uncertainties relating to customer plans and commitments and the timing of orders received from customers;

● announcements or changes in our advertising model and related pricing policies or that of our competitors;

● unanticipated delays in the development, market acceptance or installation of our products and services;

● changes in Chinese government regulations; and

● availability, terms and deployment of capital, relationships with third-party equipment suppliers;

● influences of COVID-19 on China’s economy and society;

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Overview

We are a fast-growing company at the cutting edge of smart security solutions and expand business coverage strategically to areas like 5G messaging and smart payment solutions. Based in Beijing China, our proprietary technologies are geared towards a safer society and answer to security needs of both enterprise and individual clients Up to now, we have established four business categories centered on smart city, acoustic intelligence, 5G messaging, and smart payment.

Smart city: During the reporting period, the Company completed the First School of Harbin New Area and the Campus security intelligent control platform project of No. 73 Middle School of Harbin city, and the access control, monitoring and alarm project of China Pacific Life Insurance Heilongjiang Branch office building. It shows that the Company’s deep cultivation in northeast China has achieved results, and effective progress has been made in the smart campus market. At the same time, the product service scheme has been recognized by well-known financial and life insurance companies in the industry.

Acoustic intelligence: During the reporting period, the Company established voice perception and acoustic effect as two major technical directions, forming part of the technical and product achievements, has obtained independent research and development of core technology invention patents 4, 4 software Copyrights, international intellectual property rights are in the process of implementation. At present, the intelligent technology of digital sea acoustics has achieved 1.0 stage, and has achieved certain results in the market application demonstration

5G messaging: During the reporting period, the Company held 3 product cooperation fairs and successfully signed contracts with more than 14 partners, with the contract amount of $316,718 (RMB 2.046 million) and cash flow income of more than $239,938 (RMB 1.55 million), creating a new high after the launch of 5G messaging business and business growth on the right track

Smart payment: During the reporting period, the Company implemented and signed agreements with 11 institutions in consumer, financial, business and other industries, covering 8 cities including Shanghai, Shenzhen, Guangzhou, Dongguan, Shanwei, Xiamen and Tianjin.

Results of Operations

Comparison of the years ending June 30, 2021 and 2020

The following table sets forth the results of our operations for the years ended June 30, 2021 and 2020, respectively, indicated as a percentage of net sales. Certain columns may not add up due to rounding.

	2021			% of Sales			2020			% of Sales
Sale	$	175,138					$	1,414,781
Cost of goods sold		81,135			46	%		146,380			10	%
Gross profit		94,003			54	%		1,268,400			90	%
Selling expenses		568,034			324	%		438,621			31	%
Research and development		851,839			486	%		1,114,486			79	%
General and administrative expenses		3,535,416			2,019	%		1,620,346			114	%
Total operating expenses		4,955,289			2,829	%		3,173,453			224	%
Loss from operations		(4,861,286	)		(2,776	)%		(1,905,053	)		(134	)%
Non-operating income (expenses), net		(23,030	)		(13	)%		46,958			3	%
Loss before income taxes		(4,884,316	)		(2,789	)%		(1,858,095	)		(131	)%
Income tax expense		-			-	%		5,158			0.4	%
Loss before noncontrolling interest		(4,884,316	)		(2,789	)%		(1,863,253	)		(132	)%
Less: loss attributable to noncontrolling interest		(235,839	)		(135	)%		-			-	%
Net loss to the Company	$	(4,648,477	)		(2,654	)%		(1,863,253	)		(132	)%

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Revenue

We had revenue of $175,138 and $1,414,781 for the years ended June 30, 2021 and 2020, respectively. For the year ended in June 30, 2021, the sales mainly consisted of sales of safe campus intelligence control systems and related devices to schools, face temperature measurement access control products and face recognition devices. For the year ended in June 30, 2020, the sales mainly consist of sale of safe campus security management system to schools.

The decrease in revenue was majorly due to the expansion of the Company’s business towards 5G messaging and smart payment in fiscal year 2021, which will take a certain period of time for the new business to generate revenue, and we expect that such new revenue will be reflected in the next fiscal year. The Company believes that its business development is on track and supported by a strong product portfolio recognized by the market with purchase orders placed and the expansion of the distribution partners with national positioning. 

Advance from customers

The Company obtained cash advance from 5G messaging agency with $189,527 as of June 30 2021.

In September 2021, Hangzhou Shuhai Zhangxun and Hubei Kuanyun Network Technology Co., Ltd. signed a cooperation agreement on SMS business sales, with a contract amount of approximately $4.33 million(RMB 28 million).

In September 2021, Hangzhou Shuhai Zhangxun and Quantum Communication (Beijing) Technology Co., Ltd. signed the cooperation agreement on SMS service sales, with the contract amount of approximately $3.87 million (RMB 25 million).

In addition, as a significant post-term matter, Datasea and its wholly owned subsidiary company Guozhong Haoze (Beijing) Technology Ltd. (“Guozhong Haoze”), had signed a strategical agreement with Eastcom Smart Chain (Beijing) Network Technology Co., Ltd. to provide smart systems and services for Canteens and restaurants in at least 200 schools and institutions in the next two years, with a total contract amount of not less than US$14,758,359 (RMB 95,339,000).

Cost of Goods Sold

We recorded $81,135 and $146,380 cost of goods sold for the years ended June 30, 2021 and 2020, respectively. For the year ended June 30, 2021, the cost of goods sold was mainly the inventory purchase cost for the products sold. For the year ended June 30, 2020, the cost of goods sold was mainly for the CRI orders of Guozhong Times. No significant cost of goods sold was recorded for our sale of the Safe Campus Security Management systems as a substantial portion of the costs were related to research and development costs which were expensed as and when they were incurred.

Gross Profit

The gross income for the years ended June 30, 2021 and 2020 was $94,003 and $1,268,400, respectively. The decreased in gross income was mainly due to the hardware cost of products to be sold in 2021 is caused by the market price restriction, which cannot bring profit space of markup, and sales revenue in 2020 will mainly come from self-developed software products.

Selling, General and Administrative, and Research and Development Expenses

Selling expenses were $568,034 and $438,621 for the years ended June 30, 2021 and 2020, respectively; an increase of $129,413 or 30%. The increase was mainly due to increased payroll expense of salespersons by $131,550 which was partly offset by decreased travel expense by $2,370.

We are currently focusing our efforts on the research and development (“R&D”) of our products and software to assist schools and communities in addressing public health and safety matters, expanding the artificial intelligence application and products, forming a new business model providing online shopping and other value-added services, and developing 5G messaging products. We incurred R&D expenses of $851,839 and $1,114,486 during the years ended June 30, 2021 and 2020, respectively. We intend to invest approximately $10 million in technological product development over the next three years. 

General and administration (“G&A”) expenses increased $1,915,070, or 118% from $1,620,346 during the year ended June 30, 2020 to $3,535,416 during the comparable period in 2021. The increases were attributed to increases in rental expenses by $606,130 , increased payroll expenses by $290,310, increased professional fees by $241,120, increased bad debt expense by $277,640, increased social insurance expenses by $207,290, increased leasehold improvement expenses by $75,450, increased meal and entertainment expense by $60,460, increased property management fee by $51,250, increased office expense by $39,150, increased meeting expense by $20,520, and increased other G&A expenses by $45,750.

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Non-operating Income (expenses), net

Non-operating income (expenses) was $(23,030) and $46,958 for the years ended June 30, 2021 and 2020, respectively. For the year ended June 30, 2021, we had interest income $2,517 and other expenses $25,547. For the year ended June 30, 2020, we had interest income $49,455 and other expense $2,497. 

Net Loss

We generated net losses of $4,648,477 and $1,863,253 for the years ended June 30, 2021 and 2020, respectively, mainly due to the fact that in 2021, the Company expanded its business layout, established Shenzhen and Hangzhou companies, and the R&D investment also increased compared with the previous fiscal year.

Liquidity and Capital Resources

We have funded our operations to date primarily through the sales of our common stock and shareholder loans. Our management recognizes that we must generate sales and additional cash resources in order for our Company to continue our operations. Given the market space for the industry chain brought by the booming development of 5G technology in China, increased interest in public safety and pandemic control and prevention in different scenarios, the potential for data captured by the Company in the consumer analytics and synergy effect, the expansion of our own 5G business, and the increased demand for our smart community, safe campus, smart payment and other projects, our management believes that our business has the potential to continue to grow.

We expect to generate revenue through expanding our current smart city, 5G message and acoustic intelligence , and through continuous product innovation and development as well as various types of value-added services. In order to maintain working capital sufficient to support our operations and finance the future growth of its business, we expect to fund any cash flow shortfall through financial support from our majority stockholders (who are also our board members or officers) and public or private issuance of securities. However, such additional cash resources may not be available to us on desirable terms, or at all, if and when needed by us. We will also generate cash flow through cash income and governmental subsidies to support future operations.

As of June 30, 2021, we had a working capital deficit of $2,372,682 or a current ratio of 0.27:1. Our current assets were $885,985. As of June 30, 2020, we had a working capital of $2,609,032. Our current assets on June 30, 2020 were $3,298,523 excluding the restricted cash of $600,000.

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We expect the Company will continue to support its operations and investment plans through its financing activities. However, there is no assurance that the Company will be able to secure such additional working capital on commercially viable terms or at all. 

The following is a summary of cash provided by or used in each of the indicated types of activities during the years ended June 30, 2021 and 2020, respectively.

	2021			2020
Net cash used in operating activities	$	(3,948,349	)	$	(4,573,352	)
Net cash used in investing activities	$	(168,685	)	$	(306,813	)
Net cash provided by (used in) financing activities	$	2,448,847		$	(84,842	)

Cash Flow from Operating Activities

Net cash used in operating activities was $3,948,349 during the year ended June 30, 2021, compared to net cash used in operating activities of $4,573,352 during the year ended June 30, 2020, a decrease of cash outflow by $625,003. The decrease in cash outflow was mainly due to decreased cash outflow on inventory by $111,813, decreased cash outflow of prepaid expenses and other current assets by $1,393,158, decreased cash outflow from advance from customers by $1,434,472, increased cash inflow on accounts payable by $88,071, increased cash inflow from accrued expense and other payables by $198,042, and non-cash adjustment of bade debt expense and depreciation to net loss by $366,549, despite we had increased net loss by $3,021,063.

Cash Flow from Investing Activities

Net cash used in investing activities totaled $168,685 for the year ended June 30, 2021, which primarily was for cash paid for the acquisition of office furniture and equipment and leasehold improvements of $142,537, and for intangible assets of $26,148. Net cash used in investing activities totaled $306,813 for the year ended June 30, 2020, which primarily related to cash paid for the acquisition of office furniture and equipment and leasehold improvements of $295,467, and for intangible assets of $11,346. 

Cash Flow from Financing Activities

Net cash provided by financing activities was $2,448,847 during the year ended June 30, 2021, which was the net proceeds from sale of our common stock through an equity financing of $931,000, increase in due to related parties of $68,541 and proceeds from loans payable of $1,449,306. Net cash used in financing activities was $84,842 during the year ended June 30, 2020, which primarily consisted of repayment of a shareholder loan of $84,842. 

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Going forward

The Company has been focusing on the long-term establishment of exclusive advantages through technological development and strategic deployment, helping the Company to sustainable development and accumulation of potential energy. From the combination of visual perception technology and artificial intelligence big data technology at the very beginning, our products can be more active in identification and analysis, and effectively produce intervention and intervention, from passive monitoring to active prevention. Since then, we have seen that the integration of multiple sensing technologies can enhance the effectiveness of intelligent security solutions and enhance the applicability of products, and the Company has purposefully started to deploy acoustic intelligent technologies. Diversified perception technology is not enough. Data science is of great significance to the accuracy of multiple perception technology and the processing of complex environment. Combined with the common and similar underlying technology logic, the Company has strategically entered 5G message and smart payment. In the future development, each sector is not only the source of the Company’s profits, but also mutually reinforcing effect, which can improve the Company’s overall product value and overall ecological viability, help the Company accumulate sustainable development, and promote the potential energy to become the industry leader.

Looking into the future, Datasea has become an emerging technology company in China dedicated to providing intelligent product solutions and value-added services. We adhere to the fusion of perception (non-visual + visual), cognitive decision-making and emergency management technology application framework; In terms of core business and value-added services, it creates business value for customers and returns capital for shareholders.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

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

Not applicable. 

Item 8. Financial Statements and Supplementary Data. 

Our consolidated financial statements and notes thereto are set forth on pages F-1 through F-30 of this report. 

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Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. 

Effective January 10, 2020, Wei, Wei & Co., LLP (“WWC”) resigned as the Company’s independent registered public accounting firm. WWC’s reports on the Company’s financial statements for the fiscal years ended June 30, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principle. For the fiscal years ended June 30, 2019 and 2018 and during the subsequent interim periods through the date of this report, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC, would have caused WWC to make reference to the subject matter of the disagreements in connection with WWC’s report on the Company’s financial statements for such fiscal year. For the fiscal years ended June 30, 2019 and 2018 and during the subsequent interim periods through the date of this report, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). 

On January 14, 2020, the Audit Committee of the Company’s Board of Directors appointed Morison Cogen LLP (“Morison”) as the Company’s new independent registered public accounting firm, effective immediately. For the fiscal years ended June 30, 2019 and 2018 and during the subsequent interim periods through January 10, 2020, neither the Company nor anyone acting on behalf of the Company had consulted Morison regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Morison provide a written report or oral advice to the Company that Morison concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

According to the Engagement Letter signed between the Company and Morison Cogen LLP (“Morison”) in January 2020, such engagement will be ended by the date of the filing of the Form 10-K.  The Company and Morison made a joint decision not to renew the engagement between the two parties.

Morison’s reports on the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended June 30, 2020, and the subsequent interim period through the date of the filing of this Form 8-K, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Morison on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Morison’s satisfaction, would have caused Morison to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal years or the subsequent interim period.

On October 19, 2020, the Audit Committee approved the engagement of Prager Metis CPAs, LLC (“Prager”), as the Company’s new independent registered public accounting firm, effective immediately.

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For the fiscal years ended June 30, 2020 and 2019, and during the subsequent interim periods through October 19, 2020, neither the Company nor anyone acting on behalf of the Company had consulted Prager regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Prager provide a written report or oral advice to the Company that Prager concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

On September 14, 2021, Benjamin (formerly known as Benjamin &Ko, “Benjamin”) was appointed as the new independent registered public accounting firm for the Company. Prior to engaging Benjamin on September 14, 2021, the Company has not consulted Benjamin regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on our financial statements or a reportable event, nor did the Company consult with Benjamin regarding any disagreements with the Company’s prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.

Simultaneously with the appointment of Benjamin, on September 14, 2021, Prager was terminated as the independent registered public accounting firm for the Company. The decision to change audit firms from Prager to Benjamin was approved by the Audit Committee of the Company’s Board of Directors.

Item 9A.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, our principal executive officer and acting principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2021, our disclosure controls and procedures were not effective as of such date because of the material weaknesses identified in our internal control over financial reporting as described below.

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Management’s Annual Report on Internal Control Over Financial Reporting

Our management, including our principal executive officer and principal financial officer, has assessed the effectiveness of our internal control over financial reporting as of June 30, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Because of the weaknesses described in the following paragraphs, management believes that, as of June 30, 2021, our internal control over financial reporting was not effective due to the presence of the following weaknesses in internal control over financial reporting which are indicative of many small companies with a small staff: (i) the segregation of duties in several departments is not clear enough; (ii) the testing cycle for the effectiveness of internal control measures should be shortened and the frequency be increased; (iii) lack of accounting personal trained in the Generally Accepted Accounting Principle of United States.

Management Plan to improve internal control

We have taken steps to enhance and improve the design of our internal control over financial reporting during past fiscal year, mainly including that:

● Continuing improve internal control charts, including, but not limited to, budget approval process, procurement and assets control、credit control, internal auditing and a cost accounting, review of the accounting professional duties and responsibilities handbook.

The Company has prepared compilation of internal control policy .Policy of internal procurement control, inventory management and control to prevent and detect fraud have been put in place.

The internal control department and the legal department have established a joint working mechanism to review and spot check the implementation of the internal control system. Specific measures include interviews with the heads of relevant departments, and timely request the responsible person to take the statement and corrective measures when finding the risk points.

● Hire financing underwriters to work with the international department to promote the financing of the Company, strengthen the understanding and screening of investor background. More suitable for the choice of financing methods.

● Strengthen the joint working mechanism of internal and external lawyers to effectively prevent risks.

In addition, we have adopted internal control policies, including but not limited to, review of the accounting personnel duties and responsibilities handbook, a travel allowance policy, a reimbursement policy, a receivable policy, an asset control policy, an internal auditing policy and a cost accounting policy. In addition, we established an internal audit department led by the director of internal audit and a legal team to ensure proper compliance and risk management.

● To train the related personnel to execute the internal control policies and procedures; and

● To summarize the internal control /audit reports quarterly to Audit Committee.

● all entities use the same set of accounting subjects in the financial software from January 1, 2021

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the year ended June 30, 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B.  Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following tables set forth the respective positions and ages of the directors and executive officer of the Company as of the date of this report. Each director of the Company has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected and has qualified. 

Name	Age	Position
Zhixin Liu	35	Chairman of the Board, CEO, President & Secretary
Mingzhou Sun	52	Chief Financial Officer
Fu Liu	56	Director
Michael James Antonoplos	69	Independent Director
Stephen (Chun Kwok) Wong	39	Independent Director
Ling Wang	65	Independent Director
Chunqi Jiao	49	Chief Technology Officer

Biographical Information

Ms. Zhixin Liu. Ms. Liu currently serves as our Chairman of the Board, Chief Executive Officer, President. Prior to founding Shuhai Beijing in February of 2015, from February 2012 to January 2015, Ms. Liu also worked as the General Manager of Harbin Jinfenglvyuan Bio-Technology Co., Ltd. where she was responsible for implementing the Company’s annual work plan, financial budget report, profit distribution, utilization plan, conducting the daily management of the Company, and signing agreements on behalf of the Company. From January 2011 to February 2012, Ms. Liu worked as a board director in Beijing Jinyajianguo Refrigeration Plants Manufacturing Co., Ltd., a private company. Ms. Liu studied IT Management at Employee University directly under Heilongjiang Provincial Governmental Departments. She also had business administration courses at China Agricultural University. As our President and Chief Executive Officer, Ms. Liu brings to the Board an intimate understanding of the industry and our operations. We believe Ms. Liu’s experience qualifies her to serve on our Board of Directors.

Ms. Mingzhou Sun. Ms. Sun was appointed as our Chief Financial Officer and Treasurer on August 1, 2021. She has over 20 years of experience in the accounting and auditing industry. Since September 2019, Ms. Sun has been serving as the accounting director of the Company, being responsible for preparing the Company’s accounting documents in connection with the Company’s registration statements and periodic reports filed with the U.S. Securities and Exchange Commission in the past. From March 2018 to September 2019, Ms. Sun was a partner at Beijing Mingye Accounting Firm, where she helped her clients establish the internal financial control system, analyze national tax policies and issue various tax related reports. From July 2012 to January 2018, Ms. Sun served as Vice President and Chief Financial Officer at Yangguang Qixing Investment Group. From March 2008 to June 2011, she served as Chief Financial Officer at Golden State Holding Group (USA). Prior to that, Ms. Sun also served as the financial director and manager at various companies. Ms. Sun is a registered CPA and Certified Public Valuer in China. She also holds a level 2 certificate of the Association of Chartered Certified Accountants. Ms. Sun received her Bachelor degree in Accounting from Renmin University of China in 1991.

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Mr. Fu Liu. Mr. Liu currently serves as a member of our Board of Directors and our Corporate Secretary. Mr. Liu has served as the Chairman of the Board of Directors of Shuhai Beijing since February 2015. Prior to his service on the board of Shuhai Beijing, from February 2012 to January 2015, Mr. Liu served as the Chairman of Board of Directors of Harbin Jinfenglvyuan Bio-Technology Co. Ltd. From January 2011 to January 2015, he served as a director of Beijing Jinyajianguo Refrigeration Equipment Co., Ltd. Prior to that, Mr. Liu was the director of Kedong County Rural Economic Management Office in Qiqihar City in Heilongjiang Province from January 2005 to January 2012. Mr. Liu studied accounting at Heilongjiang Institute of Finance and Economics in June 1987 and completed legal studies at the CPC Party School Heilongjiang Provincial Committee in 1989. Among other qualifications, Mr. Liu brings to the Board extensive knowledge of our business, relevant executive officer experience as well as governmental and political expertise. We believe Mr. Liu’s experience qualifies him to serve on our Board of Directors. 

Mr. Michael J. Antonoplos. Mr. Antonolos currently serves as a member of our Board of Directors. From January 2001 to present, Mr. Antonoplos has been managing principal of Bayard Street Capital, a commercial real estate company. He holds an undergraduate degree in Psychology and Political Science from University of Pittsburgh (1974). We believe that his significant commercial and business experience would be a valuable contribution to the Board and its committees.

Mr. Stephen (Chun Kwok) Wong. Mr. Wong has served as a member of our Board of Directors since December 21, 2018. Mr. Wong currently serves as the chief executive officer of Splendid Holding Limited, an interior design company incorporated in Hong Kong. Mr. Wong served as the group financial controller for Fitness World (Group) Limited and MJ Medical Beauty Limited from February 2017 to August 2018. He was a senior associate at PricewaterhouseCoopers Limited (PwC) from January 2016 to January 2017. He worked at Moore Stephens Associates Limited (Hong Kong) as a senior associate from October 2010 to December 2015. He was a supervisor at KLC Kennic Lui & Co. from July 2009 to August 2010 and an auditor at KLC CPA Limited from October 2005 to June 2008.  Mr. Wong studied accounting and received his Bachelor of Commerce degree in Accounting from Macquarie University in Sydney, Australia in 2005. We believe Mr. Wong’s experience qualifies him to serve on our Board of Directors.

Ms. Ling Wang. Ms. Ling Wang has served as a member of our Board of Directors since December 21, 2018. Ms. Wang served as the Secretary of Party Committee at University of International Business and Economics from 2004 to 2016. She also worked at Consulate General of the People’s Republic of China in San Francisco from 1999 to 2003. From 1987 to 1999, she served various positions at the Ministry of Education of the People’s Republic of China. Ms. Wang received a Master’s degree in law from Renmin University of China in 1983. We believe Ms. Wang’s experience qualifies her to serve on our Board of Directors. 

Mr. Chunqi Jiao: Mr. Jiao has served as our Chief Technology Officer since October of 2019. Prior to joining our company, Mr. Jiao once served as the Technical Director of Beijing Tianxinghulian Information Technology Co., Ltd.; from January 2015 to May 2017, he worked as the Technical Director of Heilongjiang Beidoutianyu Satellite Co., Ltd.; from July 2010 to October 2014, head of Shenzhen Century Lianchuang Technology Development Co., Ltd. Heilongjiang Branch; from August 2008 to June 2010, Chief Technical Officer of Heilongjiang Tianwu Technology Co., Ltd.; from March 2003 to June 2008, R&D Manager of Harbin Longwei Electronic Development Co., Ltd.; from January 2001 to June 2002, Senior Software Engineer at Shanghai Huawei Technology Co., Ltd. Mr. Jiao graduated from Harbin University of Science and Technology with a master’s degree in communication engineering in 2008 and graduated from Harbin Institute of technology with a bachelor’s degree in automotive engineering in 1996.

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Family Relationships 

Mr. Liu, our director, is the father of Ms. Liu, our Chairman, Chief Executive Officer and Corporate Secretary.

The Board and Committees

Our Board has an Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee.

Our Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee each complies with the listing requirements of the Nasdaq Marketplace Rules. At least one member of the Audit Committee is an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K, and each member is “independent” as that term is defined in Rule 5605(a) of the Nasdaq Marketplace Rules. Our board has determined that Stephen Wong meets those requirements.

Audit Committee

Stephen Wong, Michael James Antonoplos and Ling Wang are the members of our Audit Committee and Stephen Wong serves as the chairperson. All members of our Audit Committee meet the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.

We adopted and approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:

● evaluate the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;

● approve the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;

● monitor the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

● review the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

● oversee all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;

● review and approves in advance any proposed related-party transactions and report to the full Board of Directors on any approved transactions; and

● provide oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board of Directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board of Directors regarding corporate governance issues and policy decisions.

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It is determined that Stephen Wong possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC. 

Compensation Committee

Ling Wang, Stephen Wong and Michael James Antonoplos are the members of our Compensation Committee and Ling Wang is the chairperson. All members of our Compensation Committee are qualified as independent under the current definition promulgated by NASDAQ. The board adopted and approved a charter for the Compensation Committee. In accordance with the Compensation Committee’s Charter, the Compensation Committee shall be responsible for overseeing and making recommendations to the Board of Directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.

Nomination and Corporate Governance Committee

Michael James Antonoplos, Ling Wang and Stephen Wong are the members of our Nomination and Corporate Governance Committee and Michael James Antonoplos serves as the chairperson. All members of our Nomination and Corporate Governance Committee are qualified as independent under the current definition promulgated by NASDAQ. The board adopted and approved a charter for the Nomination and Corporate Governance Committee prior to consummation of this offering. In accordance with the Nomination and Corporate Governance Committee’s Charter, the Nomination and Corporate Governance Committee shall be responsible to identity and propose new potential director nominees to the Board of Directors for consideration and review our corporate governance policies.

Independence of the Board

As required under the Nasdaq Stock Market listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning her or his background, employment, and affiliations, our board has determined that Stephen Wong, Michael James Antonoplos, and Ling Wang do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing requirements and rules of Nasdaq.

In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with the Company.

Involvement in Certain Legal Proceedings 

No director, person nominated to become a director, executive officer, promoter or control person of the Company has, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any Federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law; (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto; (iv) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:  (a) Any Federal or State securities or commodities law or regulation; or (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; nor (v) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member (covering stock, commodities or derivatives exchanges, or other SROs).

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Code of Conduct and Ethics

We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the NASDAQ Stock Market and the SEC. We have filed a copy of our code of ethics as an exhibit to the Registration Statement on Form S-1 (No. 333-221906). You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

Section 16 Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten percent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. We believe that, during the fiscal year ended June 30, 2021, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

Compensation Committee Interlocks and Insider Participation

The members of our Board have been serving as the Company’s officers or employees. None of our executive officers currently or in the past year served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of any entity that has one or more executive officers serving on our Board.

Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board

There have been no material changes to the procedures by which our shareholders may recommend nominees to the Board.

Item 11. Executive Compensation.

The following table provides disclosure concerning all compensation paid for services to the executive officers of the Company in all capacities for our fiscal years ended June 30, 2021 and 2020, respectively, for (i) each person serving as our principal executive officer (“PEO”), (ii) each person serving as our principal financial officer (“PFO”) and (iii) our two most highly compensated executive officers other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO, referred to as the “named executive officers” in this Executive Compensation section).

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Summary Compensation Table 

	Fiscal		Salary		Bonus		Stock Awards		Option Awards		Other Compensation		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)
Ms. Zhixin Liu (1)		2020	$	43,174		—		—		—		—	$	43,174
Chairman, CEO		2021	$	45,810		—		—		—		—	$	45,810
Jijin Zhang (2)		2020	$	4,397									$	4,397
Former CFO		2021	$	-									$	-
Chunqi Jiao		2020	$	19,924									$	19,924
CTO		2021	$	31,282									$	31,282

(1)

Since January 1, 2017, the actual monthly salary Ms. Liu received was RMB 20,300 (approximately $3,056). According to the amendment to the employment agreement, Ms. Liu is entitled to a monthly salary of RMB 20,000 (approximately $3,011) plus any bonuses, transport allowances and housing allowances. Ms. Liu waived her rights of receiving any allowances or bonuses that have not been paid in fiscal years 2018 and 2017. Starting from July 1, 2019, Liu’s monthly salary will be adjusted to 25,300 yuan (about $3,598), with a bonus of 300,000 yuan ($42,662.72) to be paid under the contract.

According to the agreement between Zhixin Liu and Datasea Inc., the Company grants to Ms. Zhixin Liu fifteen thousand (15,000) shares of the Company’s common stock each month, starting from July 1, 2021, payable quarterly with the aggregate number of shares for each quarter being issuable on the first day of the next quarter at a per share price of the closing price of the day prior to the issuance and being vested immediately with the undertaking from the grantee not to divest in the six (6) months after the issuance.

(2) On August 1, 2021, Mr. Jijin Zhang tendered his resignation as the Chief Financial Officer of the Company due to personal reasons. On the same date, the Board of the Company appointed Ms. Mingzhou Sun to be the new Chief Financial Officer of the Company.

Option Grants in Last Fiscal Year

There were no options granted to our executive officer in the fiscal year ended June 30, 2021. 

Employment Agreements

The Company does not have any written employment agreements with its officers other than the agreement described below.

Employment Contract – Zhixin Liu

We entered into an employment agreement with Ms. Zhixin Liu on February 11, 2018, pursuant to which she serves as our Chief Executive Officer until February 10, 2021 and receives a base monthly salary of RMB 20,000 (approximately $3,011). Ms. Liu is also eligible to receive bonuses, transport allowances and housing allowances. The entire package for Ms. Liu is for annual compensation of RMB 600,000 (approximately $90,340). The employment agreement and its amendment may be terminated in accordance with the provisions of PRC Labor Law. The employment agreement also contains other customary terms under PRC law.

According to the agreement between Zhixin Liu and Datasea Inc., the Company grant to Ms. Zhixin Liu fifteen thousand (15,000) shares of the Company’s common stock each month, starting from July 1, 2021, payable quarterly with the aggregate number of shares for each quarter being issuable on the first day of the next quarter at a per share price of the closing price of the day prior to the issuance and being vested immediately with the undertaking from the grantees not to divest in the six (6) months after the issuance.

Employment Contract – Mingzhou Sun

In connection with Ms. Sun’s appointment, on August 1, 2021, the Company and Ms. Sun entered into an employment agreement (the “Employment Agreement”), pursuant to which Ms. Sun shall receive a monthly compensation of RMB20,000 (approximately $3,091). The term of the Employment Agreement is three years, with the first six months to be the probationary period. Ms. Sun’s employment can be terminated upon both parties mutual consent. The Company may terminate the Employment Agreement if Ms. Sun does not meet the qualifications for this position during the probationary period. The Company may also terminate the Employment Agreement by giving 30 days’ written notice upon the occurrence of certain events, including Ms. Sun’s failure to perform her duties as the Company’s Chief Financial Officer due to illness. Ms. Sun may terminate her employment with the Company immediately upon the occurrence of certain events, including the Company’s failure to pay her salary in full on time. Ms. Sun’s employment is also subject to customary benefits such as paid time off, sickness allowance, and other rights and benefits.

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Equity Compensation Plan Information

On June 15, 2020, the Company filed a registration statement on Form S-8 to register the shares in connection with the Company’s 2018 Plan adopted by the Board of Directors.

On August 22, 2018, our Board of Directors and majority stockholders adopted a 2018 Equity Incentive Plan, or the 2018 Plan, for our company to award up to a maximum of 4,000,000 shares of our common stock, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. No awards have been granted under the 2018 Plan as of the date of this report, but our Board of Directors or a designated committee thereof will have the ability in its discretion from time to time to make awards under the 2018 Plan, including to our officers and directors.

The following paragraphs describe the principal terms of the 2018 Plan.

Types of Awards. The 2018 Plan permits the awards of options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards and/or performance compensation awards.

Plan Administration. Our Board of Directors or a committee appointed by our Board of Directors will administer the 2018 Plan. Such plan administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each grant.

Award Agreement. Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

Eligibility. We may grant awards to our employees, directors and consultants or prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from our company or our affiliates.

Exercise of Options. The plan administrator determines the expiration date of each award. However, the term of any award may not exceed ten years from the date of a grant. If any such award is not exercised prior to expiration, the award will be deemed forfeited.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Amendment and Termination of the 2018 Plan. Our Board of Directors has the authority to amend, alter, suspend, discontinue, or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.

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Director Compensation

The following table shows for the fiscal year ended June 30, 2021, certain information with respect to the compensation of our directors.

Fiscal Year 2021 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)		Total ($)
Zhixin Liu*		—		—		—
Fu Liu		36,757				36,757
Michael James Antonoplos		10,500		10,500		21,000
Stephen (Chun Kwok) Wong		2,263				2,263
Ling Wong		6,036				6,036
Vincent Thomas Lowry		10,500		10,500		21,000

* Ms. Liu, our Chief Executive Officer, is also the chair of our Board but does not receive any additional compensation for her service as a director. See the section titled “Executive Compensation” for more information regarding the compensation of Ms. Liu.

* Mr. Liu Fu, our Director and CO-Founder, but does not receive any compensation for his service as a director. He is also the chairman of Shuhai Beijing, $36,757 is the total salary received for his work and position of year 2021. According to the agreement between Fu Liu and Datasea Inc., the Company grants to Mr. Liu ten thousand (10,000) shares of the Company’s common stock each month, starting from July 1, 2021, payable quarterly with the aggregate number of shares for each quarter being issuable on the first day of the next quarter at a per share price of the closing price of the day prior to the issuance and being vested immediately with the undertaking from the grantee not to divest in the six (6) months after the issuance.

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

The following table sets forth information regarding the beneficial ownership of our common stock as of September 16, 2021 by our officers, directors and 5% or greater beneficial owners of common stock. There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock. 

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

Name and Address of Beneficial Owner (2)	Number of  Common Stock Beneficially  Owned		Percent of  Class  Beneficially  Owned  (1)
5% or more stockholders
Zhixin Liu (4)		9,583,335		40.08	%
Fu Liu (3)		5,416,668		22.65	%
Directors and Executive Officers:
Mingzhou Sun		—		—
Michael James Antonoplos		1,846		*
Stephen (Chun Kwok) Wong		—		—
Ling Wang		—		—
Chunqi Jiao		—		—
All officers and directors as a group (seven persons)		15,001,849		62.73	%

* less than 1%.

(1) Applicable percentage of ownership is based on 23,911,042 shares of common stock outstanding as of August 18 2021 together with securities exercisable or convertible into ordinary shares within 60 days as of the date hereof for each stockholder.

(2) Unless otherwise indicated, the address for the shareholders is 20th Floor, Tower B of Guorui Plaza, No.1 South Ronghua Road, Technological Development Zone, Beijing, People’s Republic of China,100176.

(3) Director of the Company. 20th Floor, Tower B of Guorui Plaza, No.1 South Ronghua Road, Technological Development Zone, Beijing, People’s Republic of China,100176.

(4) Chairman of the Board, CEO.

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

For purpose of business expansion, Heilongjiang Xungrui signed a new rental agreement with Ms. Liu on October 1, 2019 to meet the Company’s operational needs. The rental term is from October 1, 2019 to September 30, 2021 with an annual rent around $23,293.85.

On January 1, 2019, the Company’s President entered into a car rental agreement with the Company for two years. Pursuant to the agreement, the Company rents a car from the Company’s President for a monthly rent of approximately $700. The agreement was replaced by a new agreement on November 30, 2019 for December 1, 2019 through December 31, 2020, with monthly rent of approximately $1,700, or total payment of $22,288, which was paid in full in advance as required by the agreement, and was recorded under right of use asset; at June 30, 2021 and 2020, the net ROU for auto leasing was $0 and $10,170.

On January 1, 2020, the Company’s President entered into a car rental agreement with the Company for one year. Pursuant to the agreement, the Company rents a car from the Company’s President for a monthly rent of RMB 20,000 ($2,849), or total payment of $34,188, which was paid in full in advance as required by the agreement, and was recorded as prepaid expense since the lease term was not over one year, and not required to be accounted for as a ROU. This rental agreement was canceled in June 2020 and the unused rents of RMB 120,000 ($17,620) was returned to the Company. 

The Company recorded car lease expense to the Company’s President of $10,864 and $29,060 for the years ended June 30, 2021 and 2020.

In April 2020, the Company’s President entered into a one-year apartment rental agreement with the Company for an apartment located in Harbin city as the Company’s branch office with an annual rent of RMB 75,000 ($11,000). The term was from May 1, 2020 through April 30, 2021. On April 30, 2021, Xunrui entered a new one-year lease for this location with the Company’s President for an annual rent of RMB 75,000 ($11,000), The rent expense for this agreement was $9,431 and $4,155 for the years ended June 30, 2021 and 2020, respectively. 

On October 1, 2020, the Company’s President entered into an office rental agreement with Xunrui. Pursuant to the agreement, the Company rents an office in Harbin city with a total payment of RMB 163,800 ($24,050) from October 1, 2020 through September 30, 2021. The rent expense for this agreement was $15,537 for the year ended June 30, 2021.  

As of June 30, 2021, the Company had due to related parties of $69,305, mainly was for the payable of an office leasing from the Company’s CEO, and certain expenses of the Company that were paid by the CEO and her father, due to related parties bore no interest and payable upon demand. 

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us by our previous independent registered public accounting firms Morison Cogen LLP and Wei, Wei  & Co., LLP, for the fiscal years ended June 30, 2021 and 2020, respectively, for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our independent registered public accounting firms that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered. We did not pay any fees to our current independent registered public accounting firm, Benjamin & Ko in the past two years.

	2020		2021
Audit Fees	$	50,000	$	92,000
Audit-Related Fees		17,000		8.883
Tax Fees		—		—
All Other Fees		—		—
TOTAL	$	67,000	$	100,883

Pre-Approval Policies and Procedures

Our Board reviewed and approved all audit and non-audit services provided by our independent registered public accounting firms, and has determined that their provision of such services to us during fiscal 2020 and 2019 did not impair their independence.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1) Financial Statements

Financial Statements and Report of Independent Registered Public Accounting Firms are set forth on pages F-1 through F-30 of this report.

(2) Financial Statement Schedules

Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is given in the consolidated financial statements or the notes thereto.

(3) Exhibits

Exhibit	Description
2.1	Share Exchange Agreement, dated October 29, 2015, by and among Datasea Inc., Shuhai Information Skill (HK) Limited, Zhixin Liu and Fu Liu, incorporated herein by reference to Exhibit 10.1 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
3.1	Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed on February 13, 2015.
3.2	First Amendment to Articles of Incorporation, dated May 27, 2015, incorporated herein by reference to Exhibit 3.1(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
3.3	Certificate of Change, dated November 12, 2015, incorporated herein by reference to Exhibit 3.1 of Form 8-K filed on November 19, 2015.
3.4	Amended and Restated Bylaws, adopted on August 20, 2015, incorporated herein by reference to Exhibit 3.2(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
3.5	Certificate of Amendment to Articles of Incorporation of Datasea Inc., incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on April 20, 2018
4.1	Form of Underwriter’s Warrant, incorporated herein by reference to Exhibit 4.1 of the S-1/A filed on October 16, 2018.
10.1	Operation and Intellectual Property Service Agreement, dated October 20, 2015, by and among Tianjin Information Sea Information Technology Co., Ltd. and Shuhai Information Technology Co. Ltd., Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.2 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
10.2	Shareholder’s Voting Rights Entrustment Agreement, dated October 27, 2015, by and among Tianjin Information Sea Information Technology Co., Ltd. and Shuhai Information Technology Co. Ltd., Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.3 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
10.3	Option Agreement, dated October 27, 2015, by and between Tianjin Information Sea Information Technology Co., Ltd. and Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.4 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
10.4	Equity Pledge Agreement, dated October 27, 2015 by and between Tianjin Information Sea Information Technology Co., Ltd. and Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.5 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
10.5	Employment Agreement, dated February 11, 2015 by and between Shuhai Information Technology Co., Ltd. and Ms. Zhixin Liu, incorporated herein by reference to Exhibit 10.6 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
10.6	Translation of the Amendment to the Employment Agreement by and between Shuhai Information Technology Co., Ltd. and Ms. Zhixin Liu dated January 1, 2017, incorporated herein by reference to Exhibit 10.6 of the S-1/A filed on January 31, 2018.
10.7	Wireless Internet Access In Public Places Security Management and Control Systems Feature Collection Equipment Purchase Contract, dated January 8, 2016, by and between Shuhai Information Technology Co., Ltd. and Daqing City Public Security Bureau, incorporated herein by reference to Exhibit 10.7 of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016.
10.8	The 2018 Equity Incentive Plan of Datasea Inc., incorporated herein by reference to Exhibit 10.14 of the Form 10-K for the year ended June 30, 2018 filed on September 13, 2018.
10.9	Form of Indemnification Escrow Agreement, incorporated herein by reference to Exhibit 10.9 of the S-1/A filed on October 16, 2018.
10.10	Translation of the Lease Agreement by and between Shuhai Information Technology Co., Ltd. and Beijing Chang Ning Machinery Electric Science and Technology Co., Ltd. dated December 29, 2017, incorporated herein by reference to Exhibit 10.10 of the S-1/A filed on January 31, 2018.

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10.11	Translation of the Building Property Management Contract by and between Shuhai Information Technology Co., Ltd. and Zhuozhou City Changning Property Service Co., Ltd. dated December 29, 2017, incorporated herein by reference to Exhibit 10.11 of the S-1/A filed on January 31, 2018.
10.12	Translation of the Lease Agreement by and between Shuhai Information Technology Co., Ltd. and Beijing Chang Ning Machinery Electric Science and Technology Co., Ltd. dated December 8, 2016, incorporated herein by reference to Exhibit 10.12 of the S-1/A filed on January 31, 2018.
10.13	Translation of the Building Property Management Contract by and between Shuhai Information Technology Co., Ltd. and Beijing Changning Property Service Co., Ltd. dated December 8, 2016, incorporated herein by reference to Exhibit 10.13 of the S-1/A filed on January 31, 2018.
10.14	Employment Agreement, dated February 11, 2018, by and between Shuhai Information Technology Co., Ltd. and Ms. Zhixin Liu., incorporated herein by reference to Exhibit 10.14 of the S-1/A filed on April 5, 2018.
10.15	Translation of the Banking Service Direct Sales Cooperation Agreement Between China Minsheng Bank Co. and Shuhai Information Technology Co., Ltd. dated March 15, 2018, incorporated herein by reference to Exhibit 10.15 of the S-1/A filed on April 5, 2018.
10.16	Form of Director Offer Letter, incorporated herein by reference to Exhibit 10.18 of the S-1/A filed on October 16, 2018.
10.17	Translation of the Lease Agreement, dated July 30, 2019, by and between Shuhai Information Technology Co., Ltd. and Beijing Kaipeng Technology Co., Ltd., incorporated herein by reference to Exhibit 10.18 of the 10-K filed on October 15, 2019.
10.18*	English Translation of the Lease Agreement, dated August 11, 2020, by and between Tianjin Information Sea Information Technology Co., Ltd. and Shenzhen Lvjing Real Estate Development Co., Ltd.
10.19*	English Translation of the Lease Agreement, dated August 26, 2020, by and between Tianjin Information Sea Information Technology Co., Ltd. and Hangzhou Zhexin Information Technology Co., LTD
10.20*	English Translation of the Supplementary Lease Agreement, dated January 14, 2021, by and among Tianjin Information Sea Information Technology Co., Ltd., Hangzhou Zhexin Information Technology Co., LTD and Hangzhou Shuhai Zhangxun Information Technology Co., Ltd.
10.21	Common Stock Purchase Agreement, dated October 22, 2020, by and between Datasea, Inc. and Triton Funds LP, incorporated herein by reference to Exhibit 10.1 of the 8-K filed on October 23, 2020.
10.22	Form of Securities Purchase Agreement in connection with the registered direct offering closed on July 22, 2021, incorporated herein by reference to Exhibit 10.1 of the 8-K filed on July 22, 2021.
10.23	Placement Agency Agreement, dated July 20, 2021, by and between Datasea, Inc. and FT Global Capital, Inc., incorporated herein by reference to Exhibit 10.2 of the 8-K filed on July 22, 2021
10.24	English Translation of the Employment Agreement, dated August 1, 2021, by and between Datasea, Inc. and Mingzhou Sun, incorporated herein by reference to Exhibit 10.1 of the 8-K filed on August 4, 2021
14.1	Code of Ethics, incorporated herein by reference to Exhibit 14.1 of the S-1/A filed on October 16, 2018.
21.1*	Subsidiaries of the Company
23.1*	Morison Cogen LLP Consent
23.2*	Benjamin & Ko. Consent
31.1*	Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302
31.2*	Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302
32.1*	Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document XBRL
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

Item 16. Form 10–K Summary.

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DATASEA INC.
Date: September 28, 2021	By:	/s/ Zhixin Liu
	Name:	Zhixin Liu
	Title:	Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Zhixin Liu	Chief Executive Officer, President, Corporate Secretary and Chair of the Board	September 28, 2021
/s/ Mingzhou Sun	Chief Financial Officer	September 28, 2021
	(principal accounting and financial officer)
/s/ Fu Liu	Director	September 28, 2021
/s/ Michael James Antonoplos,	Independent Director	September 28, 2021
/s/ Chun Kwok Wong	Independent Director	September 28, 2021
/s/ Ling Wang	Independent Director	September 28, 2021

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DATASEA INC.

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2021 AND 2020

ATASEA INC.

Table of Contents

	Page
Reports of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders’ Board of Directors and Management

Datasea Inc.

Opinion on the financial statements

We audited the accompanying consolidated balance sheet of Datasea Inc., and subsidiaries (“the Company”) as of June 30, 2021 and the related consolidated statements of operation and comprehensive loss, stockholders’ equity, and cash flows for the year ended June 30, 2021 and the related notes (collectively referred to as “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2021, and the results of its operation and cash flows for the year ended June 30, in conformity with accounting principles generally accepted in the United States of America.

Basis of 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 Public Company Accounting Oversight Board (United States) ("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 audit in accordance with the standards of the PCAOB. Those standards require 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. 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 audit we are required to obtain 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 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.

Critical Audit Matters

The critical audit matters (CAMs) communicated below are matters arising from the 2021 audit of the Company’s financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of CAM’s does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the CAMs below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going concern- Refer to Note 2 to the financial statements.

Critical Audit Matter Description:

As disclosed in Note 2 to the financial statements, they were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the years ended June 30, 2021 and 2020, the Company had a net loss of $4.64 million and $1.86 million, respectively. The Company has an accumulated deficit of $12.06 million as of June 30, 2021 and negative cash flow from operating activities of $3.95 million and $4.57 million for the years ended June 30, 2021 and 2020.

The principal consideration for our determination that performing procedures relating to the Company’s going concern assessment is a critical audit matter in the significant judgment by management related to the Company’s ability to raise funds and continue operations.

How the critical audit matter was addressed in the audit

Our principal procedures to address this matter were:

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. The procedures included obtaining a cash flow forecast from the Company and performing audit procedures to evaluate the reasonableness of the forecast. In addition, we tested the subsequent sale of shares in July 2021 for $7.6 million.

We have served as the Company’s auditor since 2021.

/s/ Benjamin & Ko

Santa Ana, California

September 28, 2021

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Datasea, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Datasea, Inc. and subsidiaries (the Company) as of June 30, 2020, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, 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 the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has net losses, accumulated deficit and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 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 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ Morison Cogen LLP

We have served as the Company’s auditor since 2020.

Blue Bell, Pennsylvania

September 28, 2020

F-2

DATASEA INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2021			June 30, 2020
ASSETS
CURRENT ASSETS
Cash	$	49,676		$	1,065,936
Restricted cash		-			600,000
Accounts receivable		1,856			1,119
Inventory		194,264			105,210
Value-added tax prepayment		171,574			69,775
Prepaid expenses and other current assets		468,615			2,056,483
Total current assets		885,985			3,898,523
NONCURRENT ASSETS
Security deposit for rents		256,987			-
Property and equipment, net		309,408			291,031
Intangible assets, net		1,092,147			20,694
Right-of-use assets, net		1,350,590			702,952
Total noncurrent assets		3,009,132			1,014,677
TOTAL ASSETS	$	3,895,117		$	4,913,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	174,718		$	46,975
Advances from customers		-			20,953
Unearned revenue		189,527			-
Deferred revenue		46,439			-
Accrued expenses and other payables		561,674			274,934
Due to related party		69,305			-
Loans payable		1,486,819			-
Operating lease liabilities		730,185			346,629
Total current liabilities		3,258,667			689,491
NONCURRENT LIABILITIES
Operating lease liabilities		558,739			341,273
Total noncurrent liabilities		558,739			341,273
TOTAL LIABILITIES		3,817,406			1,030,764
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 375,000,000 shares authorized, 21,474,138 and 20,943,846 shares issued and outstanding, respectively		21,474			20,944
Additional paid-in capital		12,086,788			11,104,666
Accumulated comprehensive income		273,250			170,207
Accumulated deficit		(12,061,858	)		(7,413,381	)
TOTAL COMPANY STOCKHOLDERS’ EQUITY		319,654			3,882,436
Noncontrolling interest		(241,943	)		-
TOTAL EQUITY		77,711			3,882,436
TOTAL LIABILITIES AND EQUITY	$	3,895,117		$	4,913,200

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

F-3

DATASEA INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	YEARS ENDED JUNE 30,
	2021			2020
Revenues	$	175,138		$	1,414,781
Cost of goods sold		81,135			146,380
Gross income		94,003			1,268,400
Operating expenses
Selling		568,034			438,621
General and administrative		3,535,416			1,620,346
Research and development		851,839			1,114,486
Total operating expenses		4,955,289			3,173,453
Loss from operations		(4,861,286	)		(1,905,053	)
Non-operating income (expenses)
Other expenses		(25,547	)		(2,497	)
Interest income		2,517			49,455
Total non-operating income (expenses), net		(23,030	)		46,958
Loss before income tax		(4,884,316	)		(1,858,095	)
Income tax		-			5,158
Loss before noncontrolling interest		(4,884,316	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		(235,839	)		-
Net loss to the Company		(4,648,477	)		(1,863,253	)
Other comprehensive item
Foreign currency translation gain (loss) attributable to the Company		103,043			(19,699	)
Foreign currency translation loss attributable to noncontrolling interest		(6,104	)		-
Comprehensive loss attributable to the Company	$	(4,545,434	)	$	(1,882,952	)
Comprehensive loss attributable to noncontrolling interest	$	(241,943	)	$	-
Basic and diluted net loss per share	$	(0.22	)	$	(0.09	)
Basic and diluted weighted average shares outstanding		21,279,004			20,943,846

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

F-4

DATASEA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED JUNE 30, 2021 AND 2020

	Common Stock				Additional paid-in		Accumulated			Accumulated other comprehensive						Noncontrolling
	Shares		Amount		capital		deficit			income			Total			interest
Balance at July 1, 2019		20,943,846	$	20,944	$	11,104,666	$	(5,550,128	)	$	189,906		$	5,765,388		$	-
Net loss		-		-		-		(1,863,253	)		-			(1,863,253	)		-
Foreign currency translation loss		-		-		-		-			(19,699	)		(19,699	)		-
Balance at June  30, 2020		20,943,846		20,944		11,104,666		(7,413,381	)		170,207			3,882,436			-
Net loss		-		-		-		(4,648,477	)		-			(4,648,477	)		(235,839	)
Issuance of common stock for equity financing		520,000		520		930,480		-			-			931,000			-
Issuance of common stock for subscription agreement entered in prior period		6,600		6		30,646		-			-			30,652			-
Shares issued for stock compensation expense		3,692		4		20,996		-			-			21,000			-
Foreign currency translation gain (loss)		-		-		-		-			103,043			103,043			(6,104	)
Balance at June 30, 2021		21,474,138	$	21,474	$	12,086,788	$	(12,061,858	)	$	273,250		$	319,654		$	(241,943	)

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

F-5

DATASEA INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEARS ENDED JUNE 30,
	2021			2020
Cash flows from operating activities:
Loss including noncontrolling interest	$	(4,884,316	)	$	(1,863,253	)
Adjustments to reconcile loss including noncontrolling interest to net cash used in operating activities:
Loss on disposal on fixed assets		9,698			-
Depreciation and amortization		199,232			110,322
Bad debt expense		277,639			-
Inventory impairment		10,837			44,237
Operating lease expense		809,630			204,858
Stock compensation expense		21,000			-
Changes in assets and liabilities:
Accounts receivable		(613	)		(1,129	)
Inventory		33,169			(78,644	)
Value-added tax prepayment		(92,709	)		(70,368	)
Prepaid expenses and other current assets		(66,982	)		(1,460,140	)
Accounts payable		122,641			34,570
Advance from customers		-			(1,269,010	)
Unearned revenue		165,462			-
Deferred revenue		42,168			-
Accrued expenses and other payables		222,808			24,766
Payment on operating lease liabilities		(818,013	)		(249,561	)
Net cash used in operating activities		(3,948,349	)		(4,573,352	)
Cash flows from investing activities:
Acquisition of property and equipment		(142,537	)		(295,467	)
Acquisition of intangible assets		(26,148	)		(11,346	)
Net cash used in investing activities		(168,685	)		(306,813	)
Cash flows from financing activities:
Repayment of loan payable - shareholder		-			(84,842	)
Due to related parties		68,541			-
Loans payable		1,449,306			-
Net proceeds from issuance of common stock		931,000			-
Net cash provided by (used in) financing activities		2,448,847			(84,842	)
Effect of exchange rate changes on cash		51,927			(41,694	)
Net decrease in cash and restricted cash		(1,616,260	)		(5,006,701	)
Cash and restricted cash, beginning of period		1,665,936			6,672,637
Cash and restricted cash, end of period	$	49,676		$	1,665,936
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	5,158
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,304,996		$	872,804
Transfer of prepaid software development expenditure to intangible assets	$	1,100,000		$	-

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

F-6

DATASEA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2021 AND 2020

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Datasea Inc. (the “Company”, or “we”, “us”, “our” or similar terminology) was incorporated in the State of Nevada on September 26, 2014 under the name Rose Rock Inc. and changed its name to Datasea Inc. on May 27, 2015. On May 26, 2015, the Company’s founder, Xingzhong Sun, sold 6,666,667 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) to Zhixin Liu (“Ms. Liu”), an owner of Shuhai Skill (HK) as defined below. On October 27, 2016, Mr. Sun sold his remaining 1,666,667 shares of Common Stock of the Company to Ms. Liu.

On October 29, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”) with the shareholders (the “Shareholders”) of Shuhai Information Skill (HK) Limited (“Shuhai Skill (HK)”), a limited liability company (“LLC”) incorporated on May 15, 2015 under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “PRC”). Pursuant to the terms of the Exchange Agreement, the Shareholders, who own 100% of Shuhai Skill (HK), transferred all of the issued and outstanding ordinary shares of Shuhai Skill (HK) to the Company for 6,666,667 shares of Common Stock, causing Shuhai Skill (HK) and its wholly owned subsidiaries, Tianjin Information Sea Information Technology Co., Ltd. (“Tianjin Information”), an LLC incorporated under the laws of the PRC, and Harbin Information Sea Information Technology Co., Ltd., an LLC incorporated under the laws of the PRC, to become wholly-owned subsidiaries of the Company; and Shuhai Information Technology Co., Ltd., also an LLC incorporated under the laws of the PRC (“Shuhai Beijing”), to become a variable interest entity (“VIE”) of the Company through a series of contractual agreements between Shuhai Beijing and Tianjin Information. The transaction was accounted for as a reverse merger, with Shuhai Skill (HK) and its subsidiaries being the accounting survivor. Accordingly, the historical financial statements presented are those of Shuhai Skill (HK) and its consolidated subsidiaries and VIE.

Following the Share Exchange, the Shareholders, Zhixin Liu and her father, Fu Liu, owned approximately 82% of the Company’s outstanding shares of Common Stock. As of October 29, 2015, there were 18,333,333 shares of Common Stock issued and outstanding, 15,000,000 of which were beneficially owned by Zhixin Liu and Fu Liu.

On May 1, 2018, the Company implemented a 1 for 3 reverse stock split decreasing the shares outstanding from 57,511,711 to 19,170,846. The consolidated financial statement (“CFS”) at June 30, 2018 were retroactively adjusted to reflect the reverse split.

After the Share Exchange, the Company, through its consolidated subsidiaries and VIE provide smart security solutions primarily to schools, tourist or scenic attractions and public communities in China.

F-7

On October 16, 2019, Shuhai Beijing incorporated a wholly owned subsidiary, Heilongjiang Xunrui Technology Co. Ltd. (“Xunrui”), which develops and markets the Company’s smart security system products.

On December 3, 2019, Shuhai Beijing formed Nanjing Shuhai Equity Investment Fund Management Co. Ltd. (“Shuhai Nanjing”), a joint venture in PRC, in which Shuhai Beijing holds a 99% ownership interest with the remaining 1% held by Nanjing Fanhan Zhineng Technology Institute Co. Ltd, an unrelated party that was supported by both Nanjing Municipal Government and Beijing University of Posts and Telecommunications. Shuhai Nanjing was formed for gaining the easy access to government funding and private financing for the Company’s new technology development and new project initiation.

In January 2020, as described below, the Company acquired ownership in three entities for no consideration from the Company’s management which set up such entities on the Company’s behalf (described below). 

On January 3, 2020, Shuhai Beijing entered into two equity transfer agreements (the “Transfer Agreements”) with the President, and a Director of the Company. Pursuant to the Transfer Agreements, the Director and the President, each agreed, for no consideration, to (i) transfer his 51% and 49% respective ownership interests, in Guozhong Times (Beijing) Technology Ltd. (“Guozhong Times”) to Shuhai Beijing; and (ii) transfer his 51% and 49% respective ownership interests, in Guohao Century (Beijing) Technology Ltd. (“Guohao Century”) to Shuhai Beijing. Guozhong Times and Guohao Century were established to develop technology for electronic products, intelligence equipment and accessories, and provide software and information system consulting, installation and maintenance services.

On January 7, 2020, Shuhai Beijing entered into another equity transfer agreement with the President, the Director described above and an unrelated individual. Pursuant to this equity transfer agreement, the Director, the President and the unrelated individual each agreed to transfer his 51%, 16%, 33% ownership interests, in Guozhong Haoze (Beijing) Technology Ltd. (“Guozhong Haoze”) to Shuhai Beijing for no consideration. Guozhong Haoze was formed to develop and market the smart security system products.

On August 17, 2020, Beijing Shuhai formed a new wholly-owned subsidiary Shuhai Jingwei (Shenzhen) Information Technology Co., Ltd (“Jingwei”), to expand the security oriented systems developing, consulting and marketing business overseas.

On November 16, 2020, Guohao Century formed Hangzhou Zhangqi Business Management Limited Partnership (“Zhangqi”) with ownership of 99% as an ordinary partner. On November 19, 2020, Guohao Century formed a 51% owned subsidiary Hangzhou Shuhai Zhangxun Information Technology Co., Ltd (“Zhangxun”) for research and development of 5G message technology. Zhangqi owns 19% of Zhangxun; accordingly, Guohao Century ultimately owns 69.81% of Zhangxun.

F-8

In December 2019, a novel strain of coronavirus (COVID-19) was reported and the World Health Organization declared the outbreak to constitute a “Public Health Emergency of International Concern.” Based on the epidemic prevention and control system embedded in the Company’s intelligent security platform, the Company was able to promptly organize the employees at home to develop and upgrade the body temperature measurement and administration backend of the epidemic prevention and control system, which could meet the needs of schools and public communities for epidemic prevention, and well addressed the problem of how to integrate the Company’s security platform and epidemic prevention system. In April 2020, the Company resumed normal work, and the impact of COVID-19 outbreak on the Company’s marketing efforts from January to March of 2020 was mitigated. Since April 2020, there are some new Covid-19 cases discovered in a few provinces of China including Beijing as of today, however, the number of new cases are not significant due to the PRC government’s strict control, and the Company does not believe the new cases would have a significant impact on the Company’s operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The accompanying consolidated financial statements (CFS) were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the years ended June 30, 2021 and 2020, the Company had a net loss of $4.64 million and $1.86 million, respectively. The Company had an accumulated deficit of $12.06 million as of June 30, 2021 and negative cash flow from operating activities of $3.95 million and $4.57 million for the years ended June 30, 2021 and 2020. The historical operating results indicate the Company has recurring losses from operations which raise the question related to the Company’s ability to continue as a going concern.. There can be no assurance the Company will become profitable or obtain necessary financing for its business or that it will be able to continue in business. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. As discussed in Note 13, on July 20, 2021, the Company sold 2,436,904 shares of common stock at $3.48 per share. The net proceeds from the transactions were approximately $7,636,796, after deducting offering costs, which mitigates the liquidity concern and the initial doubt about the Company’s ability to continue as a going concern.

The Company continues to improve and upgrade the safe campus, smart community and other smart systems, and formed a new business model, providing online shopping and other value-added services; the Company also provides artificial intelligence payment products and services based on face recognition for more institutional customers; and set up a 5G messaging project company to release new 5G messaging products. The Company generates revenue from its core business as well as the expansion of new businesses and services. Management also intends to raise additional funds by way of private or public offerings, or by obtaining loans from banks or others, which are planned to be used altogether with operating turnover to support Company’s research and development (“R&D”), procurement, marketing and daily operation, while the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. On June 25, 2020, the Company’s registration statement on Form S-3 was declared effective by Securities and Exchange Commission (“SEC”). The Company may from time to time issue up to $100,000,000 of common stock, debt securities, warrants or units of securities. The Company will describe the plan of distribution for any particular offering of these securities in the applicable prospectus supplement. There can be no assurance the Company will be successful in any future fund raising.

F-9

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying CFS were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding consolidated financial reporting. The accompanying CFS include the financial statements of the Company and its 100% owned subsidiaries “Shuhai Skill (HK)”, and “Tianjin Information”, and its VIE, Shuhai Beijing, and Shuhai Beijing’s 100% owned subsidiaries – Xunrui, Guozhong Times, Guohao Century, Guozhong Haoze, and Jingwei, and Guohao Century’s 69.81% owned subsidiary – Zhangxun, and Shuhai Beijing’s 99% owned subsidiary - Shuhai Nanjing. All significant inter-company transactions and balances were eliminated in consolidation. The chart below depicts the corporate structure of the Company as of the date of this report.

 

VARIABLE INTEREST ENTITY

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is required to include in its CFS, the financial statements of Shuhai Beijing, its VIE. ASC 810 requires a VIE to be consolidated if the Company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. A VIE is an entity in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company is the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. Shuhai Beijing’s actual stockholders do not hold any kick-out rights that affect the consolidation determination.

F-10

Through the VIE agreements, the Company is deemed the primary beneficiary of Shuhai Beijing and its subsidiaries. Accordingly, the results of Shuhai Beijing and its subsidiaries were included in the accompanying CFS. Shuhai Beijing has no assets that are collateral for or restricted solely to settle their obligations. The creditors of Shuhai Beijing do not have recourse to the Company’s general credit.

VIE Agreements

Operation and Intellectual Property Service Agreement – This agreement was entered on October 20, 2015 and allows Tianjin Information to manage and operate Shuhai Beijing and collect 100% of its net profits. Under the terms of the Operation and Intellectual Property Service Agreement, Shuhai Beijing entrusts Tianjin Information to manage its operations, manage and control its assets and financial matters, and provide intellectual property services, purchasing management services, marketing management services and inventory management services to Shuhai Beijing. Shuhai Beijing and its shareholders shall not make any decisions nor direct the activities of Shuhai Beijing without Tianjin Information’s consent.

Shareholders’ Voting Rights Entrustment Agreement – Tianjin Information entered into a shareholders’ voting rights entrustment agreement (the “Entrustment Agreement”) on October 27, 2015, under which Zhixin Liu and Fu Liu (collectively the “Shuhai Beijing Shareholders”) vested their voting power in Shuhai Beijing to Tianjin Information or its designee(s). The Entrustment Agreement does not have an expiration date.

Equity Option Agreement – the Shuhai Beijing Shareholders and Tianjin Information entered into an equity option agreement (the “Option Agreement”) on October 27, 2015, pursuant to which the Shuhai Beijing Shareholders granted Tianjin Information or its designee(s) the irrevocable right and option to acquire all or a portion of Shuhai Beijing Shareholders’ equity interests in Shuhai Beijing for RMB 0.001 for each capital contribution of RMB1.00. Pursuant to the terms of the Option Agreement, Tianjin Information and the Shuhai Beijing shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information under the option Agreement. Tianjin Information agreed to pay RMB1.00 annually to Shuhai Beijing Shareholders to maintain the option rights. Tianjin Information may terminate the Option Agreement upon written notice. The Option Agreement is valid for 10 years from the effective date and renewable at Tianjin Information’s option.

Equity Pledge Agreement – Tianjin Information and the Shuhai Beijing Shareholders entered into an equity pledge agreement on October 27, 2015 (the “Equity Pledge Agreement”). The Equity Pledge Agreement guarantees the performance by Shuhai Beijing of its obligations under the Operation and Intellectual Property Service Agreement and the Option Agreement. Pursuant to the Equity Pledge Agreement, Shuhai Beijing Shareholders pledged all of their equity interests in Shuhai Beijing to Tianjin Information. Tianjin Information has the right to collect any and all dividends paid on the pledged equity interests during the pledge period. Pursuant to the terms of the Equity Pledge Agreement, the Shuhai Beijing Shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information. Upon an event of default or certain other agreed events under the Operation and Intellectual Property Service Agreement, the Option Agreement and the Equity Pledge Agreement, Tianjin Information may exercise the right to enforce the pledge.

F-11

There are no restrictions on assets of the VIE for payment of dividends to shareholders of the Company. As of this report date, there was no dividends paid from the VIE to the US parent company or the shareholders of the Company. There has been no change in facts and circumstances to consolidate the VIE. The following financial statement amounts and balances of the VIE were included in the accompanying CFS as of June 30, 2021 and June 30, 2020, and for the years ended June 30, 2021 and 2020, respectively.

	June 30, 2021		June 30, 2020
Cash	$	26,916	$	149,511
Accounts receivable		1,856		1,119
Inventory		9,522		9,787
Other receivables		489,780		694,419
Other current assets		139,295		40,485
Total current assets		667,369		895,321
Property and equipment, net		167,194		222,312
Intangible asset, net		10,984		9,443
Right-of-use asset, net		442,441		692,782
Other non-current assets		16,816		-
Total non-current assets		637,435		924,537
Total assets	$	1,304,804	$	1,819,858
Accounts payable	$	12,887	$	11,759
Accrued liabilities and other payables		559,389		237,062
Lease liability		256,676		346,629
Loans payable		1,455,860		-
Other current liabilities		268,527		23,213
Total current liabilities		2,553,339		618,663
Lease liability - noncurrent		79,676		341,273
Total non-current liabilities		79,676		341,273
Total liabilities	$	2,633,015	$	959,936

	Year Ended June 30, 2021			Year Ended June 30, 2020
Revenues	$	174,804		$	1,414,781
Gross profit	$	93,963		$	1,312,638
Net loss	$	(3,098,147	)	$	(580,767	)

The following is the tabular form condensed consolidating schedule  - depicting the financial position, cash flows and results of operations for the parent, the consolidated variable interest entity, and any eliminating adjustments separately - as of and for the years ending June 30, 2021 and 2020.

Consolidating Statements of Income Information

	Year Ended June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Revenue	$	-		$	58,870		$	434,851		$	(318,583	)	$	175,138
Cost of Revenue		-			243,728			153,002			(315,595	)		81,135
Gross profit (loss)		-			(184,858	)		281,849			(2,988	)		94,003
Operating expenses		588,562			951,916			3,414,811			-			4,955,289
Loss from operations		(588,562	)		(1,136,774	)		(3,132,962	)		(2,988	)		(4,861,286	)
Other expenses, net		(762	)		(12,117	)		(10,151	)		-			(23,030	)
Provision for income tax		-			-			-			-			-
Loss before noncontrolling interest		(589,324	)		(1,148,891	)		(3,143,113	)		(2,988	)		(4,884,316	)
Less: loss attributable to noncontrolling interest		-			-			(235,839	)		-			(235,839	)
Net loss	$	(589,324	)	$	(1,148,891	)	$	(2,907,274	)	$	(2,988	)	$	(4,648,477	)

F-12

	Year Ended June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Revenue	$	-		$	352,981		$	2,317,127		$	(1,255,328	)	$	1,414,780
Cost of Revenue		-			897,602			255,319			(1,006,541	)		146,380
Gross profit (loss)		-			(544,621	)		2,061,808			(248,787	)		1,268,400
Operating expenses		361,854			910,487			1,901,112			-			3,173,453
Income (loss) from operations		(361,854	)		(1,455,108	)		160,696			(248,787	)		(1,905,053	)
Other income (expenses), net		8,190			40,142			(1,374	)		-			46,958
Income tax expense		5,158			-			-			-			5,158
Income (loss) before noncontrolling interest		(358,822	)		(1,414,966	)		159,322			(248,787	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		-			-			-			-			-
Net loss	$	(358,822	)	$	(1,414,966	)	$	159,322		$	(248,787	)	$	(1,863,253	)

Consolidating Balance Sheets Information

	As of June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Cash	$	14,042		$	8,718		$	26,916		$	-		$	49,676
Accounts receivable		-			501,288			1,856			(501,288	)		1,856
Inventory		-			202,792			210,894			(219,422	)		194,264
Other current asset		70,520			6,627,136			443,471			(6,500,938	)		640,189
Total current asset		84,562			7,339,934			683,137			(7,221,648	)		885,985
Property and equipment, net		-			142,215			167,193			-			309,408
Intangible asset, net		-			1,081,163			10,984			-			1,092,147
Right of use asset, net		-			908,149			442,441			-			1,350,590
Other-non-current asset		5,860,480			88,744			168,243			(5,860,480	)		256,987
Total Non-current asset		5,860,480			2,220,271			788,861			(5,860,480	)		3,009,132
Total Asset	$	5,945,042		$	9,560,205		$	1,471,998		$	(13,082,128	)	$	3,895,117
Accounts payable	$	99,500		$	62,332		$	514,175		$	(501,289	)	$	174,718
Lease liability		-			473,509			256,676			-			730,185
Loan payable		-			30,959			1,455,860			-			1,486,819
Other current liabilities		39,750			207,768			7,187,837			(6,568,410	)		866,945
Total current liabilities		139,250			774,568			9,414,548			(7,069,699	)		3,258,667
Lease liability-NC		-			479,063			79,676			-			558,739
Total non-current liabilities		-			479,063			79,676			-			558,739
Total liabilities		139,250			1,253,631			9,494,224			(7,069,699	)		3,817,406
Accumulated deficit		(937,751	)		(2,686,249	)		(8,179,987	)		(257,870	)		(12,061,858	)
Other equity		6,743,543			10,992,823			157,761			(5,754,559	)		12,139,569
Total equity		5,805,792			8,306,574			(8,022,226	)		(6,012,429	)		77,711
Total Liability and stockholders’ equity	$	5,945,042		$	9,560,205		$	1,471,998		$	(13,082,128	)	$	3,895,117

F-13

	As of June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Cash	$	915,735		$	600,690		$	149,511		$	-		$	1,665,936
Accounts receivable		-			395,508			1,119			(395,508	)		1,119
Inventory		-			111,894			193,540			(200,224	)		105,210
Other current asset		-			6,353,427			734,905			(4,962,074	)		2,126,258
Total current asset		915,735			7,461,519			1,079,075			(5,557,806	)		3,898,523
Property and equipment, net		-			68,719			222,312			-			291,031
Intangible asset, net		-			11,250			9,444			-			20,694
Right of use asset, net		-			10,170			692,782			-			702,952
Other-non-current asset		4,500,480			-			-			(4,500,480	)		-
Total Non-current asset		4,500,480			90,139			924,538			(4,500,480	)		1,014,677
Total Asset	$	5,416,215		$	7,551,658		$	2,003,613		$	(10,058,286	)	$	4,913,200
Accounts payable	$	-		$	35,214		$	407,269		$	(395,508	)	$	46,975
Lease liability		-			-			346,629			-			346,629
Loan payable		-			-			-			-			-
Other current liabilities		3,750			31,861			5,222,347			(4,962,071	)		295,887
Total current liabilities		3,750			67,075			5,976,245			(5,357,579	)		689,491
Lease liability-NC		-			-			341,273			-			341,273
Total non-current liabilities		-			-			341,273			-			341,273
Total liabilities		3,750			67,075			6,317,518			(5,357,579	)		1,030,764
Accumulated deficit		(348,426	)		(1,537,359	)		(5,269,725	)		(257,870	)		(7,413,381	)
Other equity		5,760,891			9,021,942			955,820			(4,442,837	)		11,295,817
Total equity		5,412,465			7,484,583			(4,313,905	)		(4,700,707	)		3,882,436
Total Liability and stockholders’ equity	$	5,416,215		$	7,551,658		$	2,003,613		$	(10,058,286	)	$	4,913,200

Consolidating Cash Flows Information

	Year Ended June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Net cash (used in)/provided by operating activities	$	(511,693	)	$	(1,082,949	)	$	(2,389,879	)	$	36,172		$	(3,948,349	)
Net cash (used in)/provided by investing activities		(1,360,000	)		(105,907	)		(62,777	)		1,360,000			(168,685	)
Net cash (used in)/provided by financing activities		970,000			565,766			2,319,182			(1,406,101	)		2,448,847
Net increase in cash and cash equivalents	$	(901,693	)	$	(583,074	)	$	(122,595	)	$	(8,898	)	$	(1,616,260	)

	Year Ended June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations		Consolidated
Net cash (used in)/provided by operating activities	$	(355,822	)	$	(2,789,559	)	$	(1,427,971	)	$	-	$	(4,573,352	)
Net cash (used in)/provided by investing activities		-			(78,551	)		(228,262	)		-		(306,813	)
Net cash (used in)/provided by financing activities		-			(533,101	)		443,235			5,024		(84,842	)
Net increase in cash and cash equivalents	$	(355,822	)	$	(3,406,201	)	$	(1,244,678	)	$	-	$	(5,006,701	)

F-14

USE OF ESTIMATES 

The preparation of CFS in conformity with US GAPP 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, the estimated useful life and residual value of property, plant and equipment, provision for staff benefits, recognition and measurement of deferred income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the consolidated financial statements. 

CONTINGENCIES

Certain conditions may exist as of the date the CFS are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s CFS.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of June 30, 2021 and 2020, the Company has no such contingencies.

CASH AND EQUIVALENTS

Cash and equivalents include cash on hand, demand deposits and short-term cash investments that are highly liquid in nature and have original maturities when purchased of three months or less.  

F-15

RESTRICTED CASH / ESCROW

Restricted cash is cash held in an indemnification escrow account under requirements of the financing agreement signed with the underwriter of the Company’s initial public offering for 18 months or longer subsequent to the closing of the initial public offering on December 21, 2018, but in no event it shall be held in escrow for longer than 24 months. The restricted cash was released during the year ended June 30, 2021.

INVENTORY

Inventory is comprised principally of intelligent temperature measurement face recognition terminal, identity information recognition products, and is valued at the lower of cost or net realizable value. The value of inventory is determined using the first-in, first-out method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of such allowances. There were $59,187 and $44,237 allowances for slow-moving and obsolete inventory (mainly for Smart-Student Identification cards) as of June 30, 2021 and 2020, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method over estimated useful lives as follows:

Furniture and fixtures	3-5 years
Office equipment	3-5 years
Vehicles	5 years
Lease improvement	3 years

Leasehold improvements are depreciated utilizing the straight-line method over the shorter of their estimated useful lives or remaining lease term.

INTANGIBLE ASSETS

Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the Company’s intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date.

Intangible assets include licenses, certificates, patents and other technology and are amortized over their useful life of three years.

F-16

FAIR VALUE (“FV”) OF FINANCIAL INSTRUMENTS

The carrying amounts of certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

FAIR VALUE MEASUREMENTS AND DISCLOSURES

FASB ASC Topic 820, “Fair Value Measurements,” defines FV, and establishes a three-level valuation hierarchy for disclosures that enhances disclosure requirements for FV measures. The three levels are defined as follows:

● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement.

The carrying value of the Company’s short-term financial instruments, such as cash, accounts receivable, prepaid expenses, accounts payable, advance from customers, accrued expenses and other payables approximate their FV due to their short maturities.

As of June 30, 2021 and 2020, the Company did not identify any assets or liabilities required to be presented on the balance sheet at FV.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset.

If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its FV. FV generally is determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the years ended June 30, 2021 and 2020, there was no impairment loss recognized on long-lived assets.

F-17

UNEARNED REVENUE

The Company records payments received from customers in advance of their orders as unearned revenue, mainly consisting of order deposits from 5G products customers and sales agencies. These orders normally are delivered based upon contract terms and customer demand.

DEFERRED REVENUE

Deferred revenue consists primarily of local government’s financial support under “2020 Harbin Eyas Plan” to Xunrui for technology innovation of developing the Intelligent Campus Security Management Platform. The Company will record the grant as income when it passes local government’s inspection of the project. 

LEASES

On July 1, 2019, the Company adopted FASB ASC Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after July 1, 2019 are presented under FASB ASC Topic 842, while prior period amounts were not adjusted and continue to be reported in accordance with its historical accounting under FASB ASC Topic 840.

The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to keep leases with an initial term of 12 months or less off its balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

The adoption did not impact the Company’s beginning accumulated deficit, or its prior year consolidated statement of operations and statement of cash flows.

Under FASB ASC Topic 842, the Company determines if an arrangement is a lease at inception. Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2021 and 2020.

Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets. At June 30, 2021, the net ROU was $1,350,590 for the operating leases of the Company’s offices in various cities of China and senior officers’ dormitory in Beijing. At June 30, 2021, total operating lease liabilities (includes current and noncurrent) was $1,288,924, which was for the operating leases of the Company’s offices in various cities of China and senior officers’ dormitory in Beijing.  

F-18

REVENUE RECOGNITION

The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606).

The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent 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. This will require the Company identify 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. The Company’s revenue streams are recognized when control of goods and services transferred to a customer.

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (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 each performance obligation.

The Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon delivery of services and products. Persuasive evidence of an arrangement is demonstrated via product sale contracts and professional service contracts and invoices; and the product selling price and the service price to the customer is fixed upon acceptance of the contract. The Company recognizes revenue when the customer receives the products and passes the inspection and when professional service is rendered to the customer, and collectability of payment is probable. These revenues are recognized at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged to customers. All the revenue for the years ending June 30, 2021 and 2020 were from the sale of the products.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

F-19

Under the provisions of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income.  As of June 30, 2021, the Company had no unrecognized tax benefits and no charges during the year ended June 30, 2021, and accordingly, the Company did not recognize any interest or penalties related to unrecognized tax benefits. There was no accrual for uncertain tax positions as of June 30, 2021. The Company files a U.S. income tax return. With few exceptions, the Company’s U.S. income tax returns filed for the years ending on June 30, 2017 and thereafter are subject to examination by the relevant taxing authorities.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are expensed in the period when incurred. These costs primarily consist of cost of materials used, salaries paid for the Company’s development department, and fees paid to third parties.

NONCONTROLLING INTERESTS

The Company follows FASB ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI (previously referred to as minority interests) be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to non-controlling interests even when such allocation might result in a deficit balance. 

The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed an non-controlling interest’s interests in the subsidiary’s equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.

As of June 30, 2021, Zhangxun was 30.19% owned by noncontrolling interest, and Shuhai Nanjing was 1% owned by noncontrolling interest. During the year ended June 30, 2021, the Company had loss of $235,839 and $0 attributable to the noncontrolling interest for the six months ended June 30, 2021 and 2020, respectively. 

F-20

CONCENTRATION OF CREDIT RISK 

The Company maintains cash in accounts with state-owned banks within the PRC. Cash in state-owned banks less than RMB500,000 ($76,000) is covered by insurance. Should any institution holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts. Cash denominated in RMB with a U.S. dollar equivalent of $32,687 and $733,849 at June 30, 2021 and 2020, respectively, was held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies.

Cash held in accounts at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation or other programs subject to certain limitations up to $250,000 per depositor. As of June 30, 2021, cash of $14,042 was maintained at U.S. financial institutions. Cash was maintained at financial institutions in Hong Kong, and were insured by the Hong Kong Deposit Protection Board up to a limit of HK $500,000 ($64,000). As of June 30, 2021, the cash balance of $2,948 was maintained at financial institutions in Hong Kong. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.

FOREIGN CURRENCY TRANSLATION AND COMPREHENSIVE INCOME (LOSS)

The accounts of the Company’s Chinese entities are maintained in RMB and the accounts of the U.S. parent company are maintained in United States dollar (“USD”) The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations.

The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income(loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders.

The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows

	June 30,		June 30,
	2021		2020
Period end USD: RMB exchange rate		6.4601		7.0795
Average USD: RMB exchange rate		6.6273		7.0199

F-21

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (EPS) 

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to have been exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the years ended June 30, 2021 and 2020, the Company’s basic and diluted loss per share are the same due to the outstanding warrants being anti-dilutive as a result of the Company’s net loss. 101,500 warrants were anti-dilutive for the years ended June 30, 2021 and 2020.

STATEMENT OF CASH FLOWS 

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts shown on the statement of cash flows may not necessarily agree with changes in the corresponding asset and liability on the balance sheet.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company is an emerging growth company and has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU 2019-12 will not have a significant impact on the Company’s financial statements as the Company does not have inter period tax allocation, deferred taxes for outside basis differences, tax benefit for interim losses amongst other things.

F-22

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 (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s CFS presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).  ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument.  An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.  The adoption of ASU 2021-04 is not expected to have any impact on the Company’s CFS presentation or disclosures. 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

	June 30, 2021		June 30, 2020
Furniture and fixtures	$	115,507	$	71,778
Vehicle		3,096		2,825
Leasehold improvement		242,643		203,751
Office equipment		246,910		174,253
Subtotal		608,156		452,607
Less: accumulated depreciation		298,748		161,576
Total	$	309,408	$	291,031

Depreciation for the years ended June 30, 2021 and 2020 was $142,125 and $65,252, respectively.

F-23

NOTE 4 – INTANGIBLE ASSETS

Intangible assets are summarized as follows:

	June 30, 2021		June 30, 2020
Software registration right	$	58,157	$	36,705
Patent		33,634		22,578
Software development (see Note 5)		1,100,000		-
Value-added telecommunications business license		16,249		14,827
Subtotal		1,208,040		74,110
Less: Accumulated amortization		115,893		53,416
Total	$	1,092,147	$	20,694

Amortization for the years ended June 30, 2021 and 2020 were $57,107 and $45,070, respectively

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	June 30, 2021		June 30, 2020
Security deposit	$	6,956	$	156,023
Prepaid expenses		53,944		-
Prepaid software development		50,000		1,200,000
Prepaid insurance		39,868		-
Prepayment for inventory from Heqin		-		101,252
Other receivables - Heqin		569,651		522,636
Others		33,021		76,572
Total		753,440		-
Less: allowance for other receivables - Heqin		284,825		-
Total	$	468,615	$	2,056,483

Prepaid software development

On May 28, 2019, the Company entered into an agreement with SDT Trade Co., Ltd., an unaffiliated party (“SDT”). SDT will assist the Company with technical development work for the Company’s security-related software and systems. Pursuant to the agreement, SDT will complete certain development work within 12 months and thereafter maintain the system for 36 months. The amount to be paid under the agreement is $1,200,000. As of June 30, 2021, the Company paid SDT $1,000,000, of which, $400,000 was recorded as R&D expenses as the costs were incurred before the establishment of technological feasibility, $600,000 cost incurred after the technological feasibility was established and a working model was produced was recorded as intangible asset – software development (Note 4). On April 23, 2021, the Company and SDT entered a project contract termination agreement due to functionality issues of the software; the Company and SDT will not pursue any further demands to each other regarding the software development project, and the Company is not obligated to pay the remaining payment of $0.20 million to SDT. However, the Company and the developer later reached the agreement to fix the functionality issues and as of this report date, the software was completed and is working as designed.

F-24

On July 2, 2019, the Company entered into a technology development service agreement with HW (HK) Limited (“HW”), an unaffiliated party. Pursuant to the agreement, the Company appointed HW (HK) Limited to develop an eye protection technical system for a two-year period ending July 1, 2021, and thereafter maintain the system for 36 months. The total payments to be made under the agreement is $1,200,000. As of June 30, 2020, the Company paid HW (HK) Limited $900,000, of which, $300,000 was recorded as R&D expenses, as the costs were incurred before the establishment of technological feasibility, and $600,000 was recorded as prepaid software development expenses. As of June 30, 2021, the Company paid HW (HK) Limited $900,000, of which, $350,000 was recorded as R&D expenses as the costs were incurred before the establishment of technological feasibility, which included a working model; $500,000 cost incurred after the technological feasibility was recorded as intangible asset – software development (Note 4), and $50,000 was recorded as prepaid software development expenses. 

Other receivables - Heqin

On February 20, 2020, Guozhong Times entered an Operation Cooperation Agreement with an unrelated company, Heqin (Beijing) Technology Co, Ltd. (“Heqin”) for marketing and promoting the sale of Face Recognition Payment Processing equipment and related technical support, and other products of the Company including Epidemic Prevention and Control Systems. Heqin has a sales team which used to work with Fortune 500 companies and specializes in business marketing and sales channel establishment and expansion, especially in education industry and public area. It has had successful experience of organizing multiple business matchmaking meetings with customers, distributors and retailers.

The cooperation term is from February 20, 2020 through March 1, 2023; however, Heqin is the exclusive distributor of the Company’s face Recognition Payment Processing products for the period to July 30, 2020. During March and April 2020, Guozhong Times provided operating funds to Heqin, together with a credit line provided by Guozhong Times to Heqin from May 2020 through August 2020, for a total borrowing of RMB 10 million ($1.41 million) for Heqin’s operating needs. As of June 30, 2021, Guozhong Times had an outstanding receivable of RMB 3.68 million ($560,011) from Heqin and was recorded as other receivables. As of June 30, 2020, Guozhong Times had an outstanding receivable of RMB 3.68 million ($519,811) from Heqin and was recorded as other receivable. The Company would not charge Heqin any interest, except for two loans with RMB 200,000 ($28,250) each, due on June 30, 2020 and August 15, 2020, respectively, for which the Company charges 15% interest if Heqin did not repay by the due date. As of this report date, Heqin did not repay these two loans. All the loans to Heqin are secured against the assets of Heqin, and Heqin’s shareholders are jointly responsible for the timely repayment of the loan. 

On August 26, 2020, Heqin provided a repayment plan to the Company that the loan would be settled by February 2021; however, due to Covid-19 impact to Heqin’s business, Heqin adjusted the repayment plan based on expected monthly cash collection from its customers, the revised monthly payment starting from October 2021 as follows:

October 2021: repay RMB 400,000 ($61,919)

November 2021: repay RMB 800,000 ($123,837)

December 2021: repay RMB 800,000 ($123,837)

January 2022: repay RMB 1,000,000 ($154,796)

February 2022: repay RMB 600,000 ($92,878) 

March 2022: repay RMB 80,000 ($12,384)

No profits will be allocated and distributed before full repayment of the borrowing. After Heqin pays in full the borrowing, Guozhong Times and Heqin will distribute profits of sale of Face Recognition Payment Processing equipment and related technical support at 30% and 70% of the net income, respectively. The profit allocation for the sale of other products of the Company are to be negotiated. Heqin will receive certain stock reward when it reaches the preset sales target under the performance compensation mechanism. As of report date, Heqin did not make any repayment to the Company, and the Company made a bad debt allowance of $284,825 at June 30, 2021.

F-25

In addition, at June 30, 2020, the Company prepaid $101,252 for goods to be purchased from Heqin, which was received during the year ended June 30, 2021.

NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

	June 30, 2021		June 30, 2020
Other payables	$	186,954	$	97,119
Senior officer’s salary payable		204,332		93,227
Salary payable - employees		170,388		84,588
Total	$	561,674	$	274,934

Other payables mainly consisted of social security and insurance payable.

NOTE 7 – LOANS PAYABLE

As of June 30, 2021, the Company entered several loan agreements with an unrelated party for $1,486,819, these loans bear no interest, and are required to be repaid any time before December 31, 2021.

NOTE 8 – RELATED PARTY TRANSACTIONS

On January 1, 2019, the Company’s President entered into a car rental agreement with the Company for two years. Pursuant to the agreement, the Company rents a car from the Company’s President for a monthly rent of approximately $700. The agreement was replaced by a new agreement on November 30, 2019 for December 1, 2019 through December 31, 2020, with monthly rent of approximately $1,700, or total payment of $22,288, which was paid in full in advance as required by the agreement, and was recorded under right of use asset; at June 30, 2021 and 2020, the net ROU for auto leasing was $0 and $10,170.

On January 1, 2020, the Company’s President entered into a car rental agreement with the Company for one year. Pursuant to the agreement, the Company rents a car from the Company’s President for a monthly rent of RMB 20,000 ($2,849), or total payment of $34,188, which was paid in full in advance as required by the agreement, and was recorded as prepaid expense since the lease term was not over one year, and not required to be accounted for as a ROU. This rental agreement was canceled in June 2020 and the unused rents of RMB 120,000 ($17,620) was returned to the Company.

The Company recorded car lease expense to the Company’s President of $10,864 and $29,060 for the years ended June 30, 2021 and 2020.

In April 2020, the Company’s President entered into a one-year apartment rental agreement with the Company for an apartment located in Harbin city as the Company’s branch office with an annual rent of RMB 75,000 ($11,000). The term was from May 1, 2020 through April 30, 2021. On April 30, 2021, Xunrui entered a new one-year lease for this location with the Company’s President for an annual rent of RMB 75,000 ($11,000), The rent expense for this agreement was $9,431 and $4,155 for the years ended June 30, 2021 and 2020, respectively. 

On October 1, 2020, the Company’s President entered into an office rental agreement with Xunrui. Pursuant to the agreement, the Company rents an office in Harbin city with a total payment of RMB 163,800 ($24,050) from October 1, 2020 through September 30, 2021. The rent expense for this agreement was $15,537 for the year ended June 30, 2021.  

F-26

Due to related parties

As of June 30, 2021, the Company had due to related parties of $69,305, mainly was for the payable of an office leasing from the Company’s CEO, and certain expenses of the Company that were paid by the CEO and her father, due to related parties bore no interest and payable upon demand.

NOTE 9 – COMMON STOCK AND WARRANTS

On December 21, 2018, the Company completed a registered, underwritten initial public offering and concurrent listing of the Company’s Common Stock on the NASDAQ Capital Market, which generated gross proceeds of $6.7 million before deducting underwriter’s commissions and other offering costs, resulting in net proceeds of approximately $5.7 million, The Company sold 1,667,500 shares of Common Stock (including shares issued pursuant to the underwriter’s over-allotment option) at $4 per share.

In addition, the Company issued warrants to the representative of the underwriters to purchase 101,500 shares of Common Stock at $6 per share. These warrants may be purchased in cash or via cashless exercise, will be exercisable for five years from December 21, 2018 through December 17, 2023. The warrants issued in this financing were classified as equity instruments. The Company accounted for the warrants issued in this financing based on the FV method under FASB ASC Topic 505, and the FV of the warrants was calculated using the Black-Scholes model under the following assumptions: life of 5 years, volatility of 168%, risk-free interest rate of 2.64% and dividend yield of 0%. The FV of the warrants issued at grant date was $387,727, and was recorded as offering costs. Following is a summary of the activities of warrants for the years ended June 30, 2021and 2020:

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at July 1, 2019		101,500	$	6.00		4.47
Exercisable at July 1, 2019		101,500	$	6.00		4.47
Granted		-
Exercised		-
Forfeited		-
Expired		-
Outstanding at June 30, 2020		101,500		6.00		3.47
Exercisable at June 30, 2020		101,500		6.00		3.47
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at June 30, 2021		101,500	$	6.00		2.47
Exercisable at June 30, 2021		101,500	$	6.00		2.47

The aggregate intrinsic value was $0 and $0 as of June 30, 2021 and 2020 and was calculated as the difference between the exercise price of the underlying awards and the closing stock price of $2.50 and $1.30 for Company’s common stock on June 30, 2021 and 2020, respectively.

F-27

On October 22, 2020, the Company entered into a common stock purchase agreement with Triton Funds LP (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton was obligated, pursuant to a purchase notice by the Company, to purchase up to $2 million of the Company’s common stock from time to time through December 31, 2020. The Company is precluded from submitting a purchase notice to Triton if the closing price is less than $1.65 per share as reported on the Nasdaq Stock Market.

The total number of the shares to be purchased under the Agreement shall not exceed 523,596, or 2.5% of the Company’s outstanding shares of common stock on the Agreement’s execution date, subject to the 9.9% beneficial ownership limitation of the Company’s shares of common stock outstanding by Triton. Closing for sales of common stock will occur no later than three business days following the date on which the Purchased Shares are received by Triton’s custodian. In addition, the Company agreed to (i) at the time of the purchase agreement execution remit $10,000 to Triton, and (ii) at the initial closing pay $5,000 to Triton, to reimburse Triton’s expenses related to the transaction.

On October 29, 2020, the Company issued a notice to sell 520,000 shares to Triton. On November 11, 2020, the Company and Triton closed the equity financing for the issuance of 520,000 shares of the Company’s common stock at $1.80 per share, the market price on November 11, 2020 was $1.81 per share, the Company received $931,000 proceeds from the financing after deducting $5,000 expenses.

Shares to Directors 

During the year ended June 30, 2021, the Company issued 3,692 shares to two independent directors, the fair value of these shares was $21,000.

NOTE 10 – INCOME TAXES

The Company is subject to income taxes by entity on income arising in or derived from the tax jurisdiction in which each entity is domiciled. The Company’s PRC subsidiaries file their income tax returns online with PRC tax authorities. The Company conducts all of its businesses through its subsidiaries and affiliated entities, principally in the PRC.

The Company’s U.S. parent company is subject to U.S. income tax rate of 21% and files U.S. federal income tax return.  As of June 30, 2021 and 2020, the U.S. entity had net operating loss (“NOL”) carry forwards for income tax purposes of $942,989 and $353,664. The NOL arising in tax years beginning after 2017 may reduce 80% of a taxpayer’s taxable income, and be carried forward indefinitely. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. Management believes the realization of benefits from these losses remains uncertain due to the parent Company’s limited operating history and continuing losses. Accordingly, a 100% deferred tax asset valuation allowance was provided.

The Company’s offshore subsidiary, Shuhai Skill (HK), a HK holding company is subject to 16.5% corporate income tax in HK. Shuhai Beijing received a tax holiday with a 15% corporate income tax rate since it qualified as a high-tech company. Tianjin Information, Xunrui, Guozhong Times, Guozhong Haoze, Guohao Century, Jingwei, Shuhai Nanjing, Zhangxun are subject to the regular 25% PRC income tax rate.

F-28

As of June 30, 2021 and 2020, the Company has approximately $9.04 million and $5.68 million of NOL from its HK holding company, PRC subsidiaries and VIEs that expire in calendar years 2020 through 2024. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon the Company’s future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as of June 30, 2021 and 2020.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended June 30, 2021 and 2020:

	2021			2020
US federal statutory rates		(21.0	)%		(21.0	)%
Tax rate difference – current provision		(3.3	)%		(0.2	)%
Permanent difference			%		(0.3	)%
Effect of PRC tax holiday		3.0	%		(1.4	)%
Valuation allowance		21.3	%		23.2	%
Under accrual of prior year income tax of parent company		-	%		(0.3	)%
Effective tax rate		-	%		-	%

The provision for income tax expense (benefit) for the years ended June 30, 2021 and 2020 consisted of the following:

	2021			2020
Income tax expense – current	$			$	5,158
Income tax expense – deferred		(920,120	)		2,610
Increase (decrease) in valuation allowance		920,120			(2,610	)
Total income tax expense	$	-		$	5,158

The Company’s net deferred tax assets as of June 30, 2021 and June 30, 2020 is as follows:

	June 30, 2021			June 30, 2020
Deferred tax asset
Net operating loss	$	1,841,786		$	1,048,593
R&D expense		123,750			115,500
Accrued expense of officers’ salary		29,876			13,984
Depreciation and amortization		3,502			8,219
Bad debt expense		69,410			-
Social security and insurance		29,949			-
Inventory impairment		14,423			10,966
ROU		4,686			-
Total		2,117,382			1,197,262
Less: valuation allowance		(2,117,382	)		(1,197,262	)
Net deferred tax asset	$	-		$	-

F-29

NOTE 11 – COMMITMENTS

Leases

On March 20, 2019, the Company entered into the one-year operating lease for senior management’s dormitory. The lease expired March 22, 2020 and had a monthly rent of RMB 5,200 (or $735). The Company did not renew the lease upon expiration.

On July 30, 2019, the Company entered into an operating lease for its office in Beijing. Pursuant to the lease, the delivery date of the property was August 8, 2019 but the lease term started on October 8, 2019 and expires on October 7, 2022, and has a monthly rent of RMB 207,269 without value added tax (“VAT”) (or $29,250). The lease required a security deposit of three months’ rent of RMB 677,769 (or $96,000). The Company will receive a six-month rent abatement, which was considered in calculating the present value of the lease payments to determine the ROU which is being amortized over the term of the lease.

On July 30, 2019, the Company entered into a property service agreement for its office in Beijing (described above). Pursuant to the property service agreement, the agreement commenced on August 9, 2019 and will expire on October 8, 2022, and has a quarterly fee of RMB 202,352 (or $29,000). The deposit was RMB 202,352 (or $29,000).

On August 28, 2019, the Company entered an operating lease for senior officers’ dormitory in Beijing. The lease has a term of two years with expiration on August 31, 2021, the monthly rent is RMB 14,500 ($2,045), payable every six months in advance.

In August 2020, the Company entered into a lease for an office in Shenzhen City, China for three years from August 8, 2020 through August 7, 2023, with a monthly rent of RMB 209,911 ($29,651) for the first year. The rent will increase by 3% each year starting from the second year.

On August 26, 2020, Tianjin Information entered into a lease for the office in Hangzhou City, China from September 11, 2020 to October 5, 2022. The first year rent is RMB 1,383,970 ($207,000). The second year rent is RMB 1,425,909 ($202,800). The security deposit is RMB 115,311 ($16,400). The total rent for the lease period is to be paid in four installments.

The Company adopted FASB ASC Topic 842 on July 1, 2019. The components of lease costs, lease term and discount rate with respect of the Company’s office lease and the senior officers’ dormitory lease with an initial term of more than 12 months are as follows:

	Year Ended June 30, 2021		Year Ended June 30, 2020
Operating lease expense	$	809,630	$	192,891

	June 30, 2021
Right-of-use assets	$	1,350,590
Lease liabilities - current		730,185
Lease liabilities - noncurrent		558,739
Weighted average remaining lease term		1.71 years
Weighted average discount rate		5.00	%

F-30

The following is a schedule, by years, of maturities of the operating lease liabilities as of June 30, 2021:

12 Months Ending June 30,	Minimum Lease Payment
2022	$	730,185
2023		540,804
2024		32,831
Total undiscounted cash flows		1,303,819
Less: imputed interest		(14,895	)
Present value of lease liabilities	$	1,288,924

NOTE 12 – PARENT COMPANY FINANCIALS

The following schedules present the parent company’s balance sheets as of June 30, 2021 and 2020, the statements of operations, and the statement of cash flows for the years ended June 30, 2021 and 2020:

	June 30, 2021			June 30, 2020
Cash	$	14,042		$	315,735
Prepayments and other receivables		70,520			-
Long term investment in subsidiaries		132,400			2,970,453
Restricted cash / escrow		-			600,000
Total Assets	$	216,961		$	3,886,188
Accrued expenses and other payables	$	100,250		$	3,752
Due to related party		39,000			-
Total liabilities		139,250			3,752
Noncontrolling interest		(241,943	)		-
Common stock		21,474			20,944
Additional paid-in capital		12,086,788			11,104,666
Accumulated other comprehensive income		273,250			170,207
Retained earnings (accumulated deficit)		(12,061,858	)		(7,413,381	)
Total Company Stockholders’ Equity		77,711			3,882,436
Total Liabilities and Equity	$	216,961		$	3,886,188

F-31

	For the Years Ended June 30,
	2021			2020
Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
Selling expenses		-			-
General and administrative expenses		588,562			361,855
Total operating expenses		588,562			361,855
Other income (expenses):
Investment loss in subsidiaries		(4,294,992	)		(1,504,430	)
Other expense		(1,185	)		(805	)
Interest income		423			8,995
Total other (expenses) income, net		(4,295,754	)		(1,496,240	)
Income tax		-			5,158
Loss before noncontrolling interest		(4,884,316	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		(235,839	)		-
Net loss to the Company		(4,648,477	)		(1,863,253	)
Foreign currency translation gain (loss) attributable to the Company		103,043			(19,699	)
Foreign currency translation loss attributable to noncontrolling interest		(6,104	)		-
Comprehensive loss attributable to the Company	$	(4,545,434	)	$	(1,882,952	)
Comprehensive loss attributable to noncontrolling interest	$	(241,943	)	$	-

	For the Years Ended
	June 30,
	2021			2020
CASH FLOW FROM OPERATIONG ACTIVITIES:
Loss including noncontrolling interest	$	(4,884,316	)	$	(1,863,253	)
Adjustments to reconcile loss including noncontrolling interest to net cash provided by (used in) operating activities:
Stock compensation expense		21,000			-
Investment loss from subsidiaries		4,294,992			1,504,430
Changes in assets and liabilities:
Prepayments and other receivable		(39,869	)		-
Accrued expenses and other payables		96,500			3,001
Net cash used in operating activities		(511,693	)		(355,822	)
Cash flows from investing activities:
Investment into subsidiary		(1,360,000	)		-
Net cash used in investing activities		(1,360,000	)				-
Cash flows from financing activities:
Proceeds from issuance of common stock		931,000			-
Due to related party		39,000			-
Net cash provided by financing activities		970,000			-
Net (decrease) increase in cash and restricted cash		(901,693	)		(355,822	)
Cash and restricted cash, beginning of period		915,735			1,271,557
Cash and restricted cash, end of period	$	14,042		$	915,735
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

F-32

Investment in subsidiaries in the parent company’s balance sheet at June 30, 2021 and 2020 is stated at cost plus equity in undistributed earnings of subsidiaries and VIE. The parent company’s share of net income and net loss of its subsidiaries and VIE is included in the statement of operations of the parent company for the years ended June 30, 2021 and 2020.

As of June 30, 2021 and 2020, the parent company has no purchase commitment, capital commitment and operating lease commitment.

The ability of the parent company’s Chinese operating subsidiaries to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries. As a significant portion of the Company’s operations and revenues are conducted and generated in the PRC, a significant portion of the revenues being earned and currency received are denominated in RMB. RMB is subject to the exchange control regulation in the PRC and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict the Company’s ability to convert RMB into US Dollars. 

NOTE 13 – SUBSEQUENT EVENTS

On July 20, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors an aggregate of 2,436,904 shares (the “Shares”) of common stock of the Company at a purchase price of $3.48 per share. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-239183), which was declared effective by the SEC on June 25, 2020.

Concurrently with the sale of the Shares, pursuant to the Purchase Agreement the Company also sold warrants to purchase 1,096,608 shares of common stock (the “Warrants”) to such investors in a concurrent private placement. The Company sold the Shares and the Warrants for aggregate gross proceeds of approximately $8,480,426, before commissions and expenses. Subject to certain beneficial ownership limitations, the Warrants will be immediately exercisable at an exercise price equal to $4.48 per share, subject to adjustments as provided under the terms of the Warrants, and will terminate on the two and one-half year anniversary following the initial exercise date of the Warrants. The warrants issued in this financing will be classified as equity instruments.

The closing of the sales of these securities under the Purchase Agreement took place on July 22, 2021. The net proceeds from the transactions were approximately $7,636,796, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes, and for the repayment of debt.

F-33

EX-10.18

Exhibit 10.18

 

Shenzhen Housing Lease Contract

The supplementary agreement

Lessor (Party A) : Shenzhen Lvjing Real Estate Development Co., Ltd.

Address: 55A lvjing Jiji Building, Intersection of Shennan Avenue and Tairan Avenue, Futian District, Shenzhen

Business License/ID Card Number: xxx

Tel/fax: xxx

Lessee (Party B) : Tianjin Information Sea Information Technology Co., LTD

Address: 53B, Lvjing Epoch Building, Intersection of Shennan Avenue and Tairan Avenue, Futian District, Shenzhen

Legal Representative:

Business License/ID Card No. : xxx

Entrusted agent:

Tel/Fax:

This Supplementary Agreement (including schedules and attachments) (hereinafter referred to as "The Supplementary Agreement") is the supplement to the Shenzhen Housing Lease Contract (hereinafter referred to as "the main text of this Contract") signed by Party A and Party B for Party A to lease the premises. Together with the main text of this Contract, all schedules and attachments thereof are collectively referred to as "this Contract". In case of any inconsistency or conflict between the main text of this Contract and this Supplementary Agreement, this supplementary Agreement shall prevail.

1. Scope of lease

1.1 Rental Housing

The lease scope of the leased house is Unit B (hereinafter referred to as "the House") on the 53rd floor of Lvjing Jiji Building at the intersection of Shennan Avenue and Tairan Avenue in Futian District, with a floor area of 395.15 square meters, and a free area of 557.85 square meters in the leased house.

The floor plan of the premises (see annex I) is for identification purposes only.

 

1.2 House Use

Office use.

1. Delivery of housing

The delivery date of the Premises is August 8, 2020, subject to the delivery date notified by Party A in writing (hereinafter referred to as the "Delivery Date"); If Party B fails to take over the premises on the delivery date, the premises shall be deemed to have been delivered to Party B as of the delivery date.

Party B confirms that party A will deliver the premises to Party B on the delivery date according to the standard set forth in Appendix 2. In case of construction delay or other problems affecting the delivery, both parties shall negotiate to postpone the delivery date. If the delivery of the house is delayed due to Party A, the lease term and the starting date of the rent-free decoration period shall also be extended to the actual delivery date.

Party B shall, on the delivery date, inspect the premises and its attached facilities, decorative materials, other articles and public facilities with the property management personnel of the building where the premises is located (hereinafter referred to as "the building") entrusted by Party A or Party A, and sign the Confirmation of Handover of Leased Premises together.

2. The lease term

3 lease term

The Lease term of the Premises is 3 years from August 8, 2020 to August 7, 2023 (the "Lease Term"). 3 years is a fixed term and Party B shall not withdraw the lease in advance.

If Party B intends to extend the lease and agrees to do so for another year, party B shall make a written request to Party A six (6) months prior to the expiration of the lease term. At that time, both parties will discuss the terms of the lease according to the market rent and sign a new lease contract.

If both parties fail to re-sign the lease contract three months before the expiration date of the lease term, party B shall be deemed to have ceased to renew the lease. With prior notice to Party B, Party A or its agent has the right to accompany other prospective tenants to inspect the premises without affecting party A's office and post information about leasing or selling the premises at a suitable place. Party B shall cooperate with party A.

2

 

2.2 Rent-free decoration period

On the premise that Party B fully fulfills its obligations hereunder, Party B can enjoy free rent for 3 months and 10 days, i.e. from August 8, 2020 to November 17, 2020 (starting from the date when Party A delivers the house to Party B) during the renovation period. If this Contract is terminated in advance, the lease period that party B is entitled to enjoy shall be converted into the proportion of the lease period actually performed by both parties to the lease period agreed herein, and Party B shall make up the rent difference according to the first-year rent standard agreed herein.

During the period of rent-free renovation, Party B does not need to pay rent, but party B still has to bear management fees, utilities fees and other expenses incurred by using the premises. (Specific agreements shall be made in property service contracts, water supply, power supply and heating contracts, public facilities use contracts, etc.)

3. The rent

4. the rent

(1) The monthly rent for the first year of the lease term shall be RMB 20,9910.80 (in words: TWO Hundred and Ninety-nine Thousand Nine Hundred and Eighty Points), and shall increase at an annual rate of 3% from the second year, namely:

From August 8, 2020 to August 7, 2021, the total monthly rent of the premises is 20,9910.80 Yuan (in words: TWO Hundred and ninety-nine Thousand Nine Hundred and Eighty Points);

From August 8, 2021 to August 7, 2022, the total monthly rent of the house is RMB 216,208.12 (in words: TWO Hundred and sixteen Thousand TWO Hundred and Eight Yuan One Point two);

From August 8, 2022 to August 7, 2023, the total monthly rent of the house is RMB 222694.36 (in words: TWO Hundred and twenty-two thousand six million Nine Point four Thirty six cents);

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All prices are tax inclusive.

During the lease term, Party B shall pay the rent to Party A as agreed in this contract. Any expenses incurred by Party B in connection with any payment (including but not limited to the commission incurred by Party A in connection with Party B's payment by TELEgraphic transfer) shall be borne by Party B.

(2) Rent is calculated on a natural monthly basis. If the lease term is less than one natural month, the amount of rent to be paid shall be calculated according to "(current natural month rent ÷ current natural month total days) × actual lease days of current natural month".

4.2 party b as a result of actual operation need to expand the lease in the building area (lease) separately, filing a demand party b to party a, party a provides extension rent unit (empty homes) reference for party b, at party b's intention to lease empty houses, and other interested third party tenant, under the same conditions, party b shall enjoy the right of priority to expanding rent.

4.3 Payment Term

Party B shall pay the rent of that month to Party A on or before the 10th day of each natural month (hereinafter referred to as the "payment Date"). The payment date and amount of each payment shall be subject to the date and amount of the payment actually received by the account designated by Party A or the date and amount of the valid check actually received by Party B.

Party B shall, within 7 working days after signing this Supplementary Agreement, pay to Party A the first month rental fee of RMB 209,910.80 starting from the first year of the lease term.

4.4 Payment Method

Unless otherwise agreed herein, Party A may provide the payment notice to Party B on the payment date for payment arrangement. Party A shall issue an official VAT invoice to Party B within 5 working days after the rental is received.

The deposit shall be paid to the following bank account designated by Party A as agreed:

Bank of deposit: XXX

Account name: Shenzhen Lvjing Real Estate Development Co., Ltd.

Bank Account XXX

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The rent shall be paid to the following bank account designated by Party A:

Bank name: XXX

Account name: Shenzhen Lvjing Real Estate Development Co., Ltd.

Bank Account number: XXX

5. The taxes and fees

5.1 If Party B needs to issue special VAT invoice, it shall truthfully fill in the following contents. If party A or property management agency issues invoices incorrectly due to inaccurate contents, Party B shall be liable by itself:

Type of taxpayer:

Taxpayer Identification Number:

Bank:

Account:

Account Name:

5.3 direction of party b to entrust the third party a shall pay the rent and property management fees, party b should provide party a to entrust the third party on behalf of payment letter (letter should build official seal of party b, the third party), for any entrusted payment risks and disputes shall be borne by party b itself, has nothing to do with party a, party b shall not therefore affect the performance of this contract.

5. The security deposit

6.1 Payment and adjustment of margin

The security referred to in this Supplementary Agreement includes a lease security equal to two months 'rent and a property management security equal to two months' property management management.

Party B shall, within 7 working days after signing this Supplementary Agreement, pay to Party A the lease deposit of RMB 419,821.60 and the property management deposit of RMB 38,165.60, the total deposit of RMB 457,987.20 (in words: Four hundred and fifty-seven thousand nine Hundred and EIGHTY-seven Yuan and twenty two cents) to ensure party B's compliance with this contract. The deposit shall be kept by Party A during the lease term. Party A is not required to pay interest on the deposit to Party B.

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Party A and Party B agree that the deposit amount will not be adjusted due to the difference of the leased area.

6.2 Deduction of margin

If Party B breaches this contract, Party A has the right to deduct the deposit paid by Party B to compensate party A for losses caused by Party B's breach. In case of any of the foregoing, Party A shall have the right to require Party B to make up the deposit. Party B shall make up the amount within seven days upon receipt of party A's notice without objection. Otherwise, party B shall pay a late fee to Party A at the rate of three-thousandths of the unpaid amount for each day overdue. If the delay exceeds 30 days, Party A shall have the right to terminate the Contract, confiscate the deposit and require Party B to compensate Party A for the losses thus incurred.

5.3 Return of margin

Upon termination of this Contract, Party B shall return the premises to Party A according to provisions of this Supplementary Agreement, pay all the payable amount to Party A and cooperate with party A to complete the cancellation procedures of the record registration (if any). Party A shall return the deposit to Party B without interest within 15 working days upon Party B's completion of the foregoing, unless otherwise agreed herein.

6.4 Restrictions on margin

At any time during the term of this Contract, Party B shall have no right to require payment of or offset against any amount payable by Party B with the deposit, unless otherwise agreed by the parties.

6.5 Transfer of margin

During the lease term, if Party A transfers the premises, Party A has the right to directly transfer the deposit balance to the transferee after reasonable deduction as agreed herein, and Party B shall cooperate with Party A to handle relevant procedures.

7. Rights and obligations of Party A

7.1 Advertising Settings

Party A has the right to construct and erect signboards, posters and advertising boards in other parts of the building (including rooftop, exterior wall of podium building and platform of podium building, etc.).

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7.2 Party A's naming right

Party A reserves the right to name the building. Party A shall have the right to change the name of the building without compensation to Party B upon 30 days prior written notice to Party B.

7.3 Change engineering

During the lease term, Party A or property management company has the right to adjust, repair or temporarily close the common space, facilities and equipment of the building (including but not limited to walkways, portals, Windows, electric devices, cables and wires, water pipes, gas pipes, elevators, automatic staircases, fire prevention, security equipment, air conditioning equipment, etc.); Party A shall notify Party B in advance or publicize the above measures on the designated bulletin board of the building and try to avoid any impact on Party B. Party A shall compensate Party B for any loss caused by party A's above actions.

7.4 Formulating/modifying property management rules and regulations

Party A or the property management company shall have the right to formulate and modify the property management rules and regulations timely to maintain the property service quality of the building. The property management rules and regulations shall come into force as of the date when Party A or the property management company announces or notifies Party B in writing.

7.5 Delivery of house

Party A is responsible to deliver the premises to Party B within the time specified in this contract.

7.6 Assistance from Party A

Party A shall provide necessary assistance when Party B goes through the approval procedures stipulated by the government, such as registration, decoration, planning, environmental protection, communication, fire control, sanitation and so on. Party B shall bear all costs and liabilities arising therefrom.

7.7 sign

Party A shall have the right to place and maintain the signage where it deems appropriate. At the same time, Party A may set aside space on specific signboards for Party B to mark the name in uniform characters and fonts designated by Party A (the relevant expenses shall be borne by Party B).

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7.8 Maintenance responsibility of the house

Party A shall be responsible for the maintenance of the main structure of the premises and the facilities provided by Party A. In case of any damage or failure of the facilities and equipment within the scope of Party A's maintenance without fault of Party B, Party B shall promptly notify Party A and take measures to prevent further loss; If immediate repair is required in case of emergency, Party B shall take care of the repair first and inform Party A of the relevant situation in a timely manner. Party A shall bear the reasonable maintenance costs arising from the foregoing situation. However, if the loss is extended due to reasons attributable to Party B, party B shall bear such extended loss.

Party B shall be fully responsible for any damage or malfunction of the building or the facilities and equipment of the premises caused by improper or unreasonable use of the building by Party B.

8. Rights and obligations of Party B

8.1 Provide identification documents

Party B warrants that it is a legal entity established and existing according to law and is qualified to sign and perform this Contract. Before signing this Contract, Party B shall provide Party A with the original of the business license or registration certificate issued by the relevant competent authorities of the Chinese government and the original of the relevant authorization letter for examination, and keep the copy as appendix II to this Contract. (For companies)

Party B warrants that it has full capacity for civil conduct and is qualified to sign and perform this Contract. Before signing this contract, Party B shall provide the original id card or passport to Party A for inspection, and keep the copy as appendix II to this Contract. (For individuals)

8.2 No interference

Party B has the right to use the premises without interference from Party A on condition that party B fully fulfills his obligations under this contract.

8.3 Property Management Contract

The house and the building by the property management company responsible for unified management. Within 30 days after this contract is made by party b, before the housing delivery and property management company signed the "realty service agreement" (hereinafter referred to as "contract"), and pay the property management company property management fees, utilities, public utilities fees and other fees (on management standard and scope of services can be found in the management contract). If Party B fails to pay any of the aforesaid fees, Party A or the property management company shall have the right to claim against Party B.

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8.4 Valid operating documents

During the lease term, Party B must have a valid business license, tax registration certificate and other necessary business documents. If Party A is jointly and severally liable due to Party B's unlicensed business behavior, Party B shall compensate Party A for its losses thus incurred.

8.5 Legal and compliant operation

Comply with and cause its successors, employees, agents and contractors to comply with all laws, regulations, rules and requirements of the government or other relevant authorities concerning party B's conduct and conduct of business in the Unit; If Party B violates such laws, regulations, rules and documents and causes losses to Party A, Party B shall be liable for compensation.

8.6 Abide by property management rules and regulations

Party B shall strictly abide by the property management rules and regulations of the building, including but not limited to the property delivery guidelines, decoration rules, tenant manuals and other rules and regulations related to the management, use and maintenance of the building.

Party B shall not permit any of its employees or agents to carry out any business outside the premises or in the building or in any nearby place to solicit or to solicit or distribute any leaflets, notices or promotional materials.

8.7 Purchasing Insurance

During the lease term, Party B shall purchase insurance from insurance company for all risks of the premises.

8.8 Maintenance responsibility of the house

Party B shall be responsible for the maintenance of decoration, facilities and equipment added by Party B in the premises. Party B shall indemnify Party A or any third party for losses caused by party B's failure to perform maintenance obligations.

Party B shall properly maintain and maintain all the internal structure and non-structural parts of the Leased premises, such as fixtures and equipment installed in the leased premises and all other attached items, including but not limited to all doors, Windows, electrical installations, wiring, pipes and pipes, and shall be kept in good and livable condition.

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8.9 Restrictions

Party B shall not use the premises for production or storage of goods or commodities except for a small amount suitable for party B's business needs.

8.10 Responsibility for fire safety and public security

Party B shall bear the responsibilities of fire control, safety and public security in the leased premises. If any fire control, safety and public security problems occur in the leased premises, Party B shall bear the relevant administrative legal liabilities by itself. If any impact or loss is caused to Party A, Party B shall bear the compensation liabilities.

Party B shall bear the maintenance cost and fire control safety responsibility of the fire control equipment in the house; In case of fire, Party B shall bear all responsibilities arising therefrom. During the lease term, if the house still needs to be applied for fire control engineering according to government regulations, Party B shall complete relevant approval, construction and acceptance work before using it.

8.11 Party B shall observe and effectively implement the notices, regulations and suggestions issued by the government or any relevant authorities from time to time or forwarded through Party A/property service company concerning the public security, safety, fire prevention, labor, health, industry and commerce departments.

8.12 Protection against severe weather

Party B shall take all reasonable precautions to protect the Leased premises from thunderstorms, torrential rain, heavy snow or similar inclement weather, in particular to ensure that all doors and Windows outside are securely locked during such inclement weather. If party B's failure to fulfill the above obligations results in any damage to the leased unit, including but not limited to water leakage or soaking, or causes such damage to the adjacent leased unit, Party B shall be liable for compensation, and Party A shall have the right to recover the relevant expenses or compensation paid in advance from Party B. Party A shall be liable for any damage to the leased facilities caused by natural disasters, emergencies, improper storage by Party B or other force majeure factors.

8.13 House Decoration

If Party B intends to decorate the premises, it shall provide relevant materials and documents to Party A ten (10) days in advance and obtain written consent of Party A. If the aforesaid construction shall be submitted to the relevant government departments for approval, Party B shall be responsible for handling the relevant examination and approval procedures and bear the relevant expenses. All construction activities of Party B shall be commissioned by qualified construction units and shall comply with the relevant regulations of the property management company.

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Party B warrants that its decoration will not affect the structural safety of the house and adjacent houses and the personal and property safety of other third parties, otherwise, all responsibilities shall be borne by Party B.

8.14 Obligation to give notice

Tenant unit in case of any damage or suffer damage, as well as water pipes, lines or equipment, fixtures and equipment any accident or damage, party b shall promptly notify party a in written form or the property management agency commissioned by party a, the situation of emergency, can be verbal notification, the first by the written form notice again. If party B fails to fulfill the above obligations and causes damage to the leased unit or further related damage, Party B shall be liable for compensation, and Party A has the right to recover the relevant expenses or compensation paid in advance from Party B.

8.15 Sublet the house

Party B shall not sublet or transfer any part or interest in the premises to any third party without party A's written consent.

8.16 Waiver of preemptive right

Party B hereby waives the preemptive right of the premises. During the lease term, Party A shall transfer the premises without prior notice and consultation of Party B's purchase intention. During the lease term, any change of ownership of the premises will not affect the validity of this contract. However, Party A shall notify Party B in writing after such change, and the transferee and Party B shall continue to perform this contract.

8.17 Name Change

If Party B intends to change its name, it shall notify Party A in writing and provide relevant supporting documents to Party A within three days after the change. If Required by Party A or the relevant government department, both parties shall sign a supplementary agreement or complete relevant procedures.

8.18 Such persons

Party B shall cause its partners, assigns, successors, visitors, employees, labor personnel, agents, contractors, contractors and their employees and labor personnel (" such persons ") to comply with Party B's obligations under this Contract. Party B shall be jointly and severally liable for any loss caused to Party A or property management company due to the violation of this contract by such persons.

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8.19 Change of Party B

In case of any reorganization, merger or liquidation of Party B, Party B shall promptly notify Party A in writing.

8.20 mortgage

Party A hereby expressly informs Party B that the premises is mortgaged.

8.21 Special Statement

Party B has inspected the unit on site before signing this contract and understands and accepts the unit and its existing decoration and facilities. The current situation of the unit shall be subject to the house handover sheet signed by Party A and Party B.

Party B undertakes that during the lease term, if Party A sells part or all of the project to a third party, Party B shall not terminate the lease contract or require early termination of the lease contract. Party B shall continue to perform all the terms of this lease contract with the new lessor, or sign a lease contract with the new lessor in the same content as this contract.

9. Security

Party A or property management company shall take reasonable security measures in the public areas of the building, but Party B shall be responsible for the personal and property security of the building.

10. Termination and dissolution of this Contract

10.1 During the lease term, this Contract shall be terminated under any of the following circumstances, and neither party shall be liable for breach of contract:

(1) The right to the use of the land occupied by the house is recovered according to law;

(2) The house is requisitioned according to law for social and public interests;

(3) The house is expropriated according to law for urban construction needs;

The premises are damaged in whole or in part due to force majeure, making it unsuitable for use;

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10.2 under any of the following circumstances, party a has the right to terminate this contract, to stop all this building services (including but not limited to, water, power, FengMen, etc.), call the rental unit, the deposit will not be returned, the default cost and penalty due to breach of contract by party b still need to pay, and pay [6] months rent as compensation to party a, If the aforesaid compensation is insufficient to compensate for party A's losses, Party A reserves the right to further pursue legal liabilities against Party B, and Party B shall bear all losses thus incurred by itself:

(1) Party B delays in paying the rent, property management fee, water and electricity fee and other expenses for more than 30 days, or the accumulative amount of such delayed payment amounts to one month's rent;

(2) Party B renovates, rebuilds or changes the use of the premises without the written consent of Party A and approval of relevant departments;

(3) Party B breaches this Contract and fails to correct such breach after receiving two written notices from Party A;

(4) Party B formally enters the liquidation procedure;

(5) The house is subject to compulsory enforcement measures due to party B's debt dispute

(6) Party B or such persons use the premises to hide contraband, inflammable, explosive and other dangerous chemicals, or engage in gambling and other illegal and criminal activities

(7) Party B seriously violates the property management rules and regulations of the building

(8) Party B seriously affects the normal use of other house users of the building and fails to correct it after two written notices from Party A

(9) Party B refuses to rectify the hidden danger of fire control in the house

(10) Party B sublets or transfers any part or interest in the premises to any third party without party A's written consent

(11 )Party B terminates this Supplementary Agreement in advance for reasons attributable to Party B

10.3 if party b fails to perform or breach of any provision of this contract or caused by party b's liability for damage the interests of any third party any losses to party a, party b shall assume liability to pay compensation to party b idle to assume liability to pay compensation, party a has the right to deduct party b's deposit, the deposit is not enough to compensate, party a has the right to recourse further, and is entitled to terminate this contract in advance.

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10.4 under any of the following circumstances, party b has the right to terminate this contract, party a shall pay double the deposit, and shall bear the equivalent to [6] months of penalty due to breach of contract, the compensation is not enough to compensate party b, party a reserves the right to further shall be investigated for legal responsibility to party a, and party a shall take the buyers for all losses:

(1) Party A fails to deliver the premises on time and fails to do so within 30 days after Party B's written notice is issued;

(2) There are serious defects in the premises, which make the purpose of the contract impossible, and Party A fails to repair the defects within 30 days after party B gives a written notice.

(3) Party B is unable to use the premises due to party A's failure to provide services to the premises (including but not limited to water cut off, power cut off, door closing, etc.), and party B fails to complete the rectification within 30 days after receiving written notice from Party B

(4) Party B is completely unable to use the leased premises due to party A's debt dispute;

(5) Party B fails to go through the necessary procedures for business operation at the leasing address due to Party A's failure to perform the obligation of assistance, and fails to complete the rectification 30 days after Party B's written notice (including but not limited to industrial and commercial, tax, fire control, etc.)

10. Liability for breach of contract

If Party B delays in paying the rent and other expenses, it shall pay party A a penalty equal to 0.5% of the unpaid amount for each day delayed.

11. House clearance

Party B shall vacate the premises and complete all the premises clearance procedures with Party A and property management Company within seven days after the termination of this Contract (hereinafter referred to as the "Clearance Date"), including but not limited to the following matters:

(1) Settle rent, property management fees, utilities and other expenses incurred before the date of return.

(2) State of Redelivery: The premises shall be returned to Party A in the mode of state 1 below.

State 1: The decoration and decoration of the house shall be retained and returned to Party A. If Party B damages the original decoration and decoration (including ceiling and floor), facilities and equipment of the house, Party B shall compensate for or repair the damage. If Party B fails to perform the repair obligation, Party A shall have the right to repair it without notifying Party B and party B shall bear the relevant repair expenses.

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Condition 2: Remove all decoration, partition, design, alteration, installation and addition of Party B and return the premises, together with all its appendages, fixtures, equipment and facilities, to Party A in rough condition or in a standard approved by Party A in writing and in good condition for rent and use according to the provisions of this Contract.

Since the ownership of the ceiling, network floor and floor insert boxes belongs to Party A, Party B shall return the premises to Party A at the amount of the premises used at the time of delivery. In case of any loss or damage, Party B shall compensate for or repair the premises. If Party B fails to perform the repair obligation, Party A shall have the right to repair it without notifying Party B and party B shall bear the relevant repair expenses.

If Party B fails to return the premises as aforesaid, Party A has the right to repair the premises by itself and all expenses incurred therefrom shall be borne by Party B.

(3) Remove all articles of Party B in the house. Party A shall not be responsible for keeping party B's goods. If Party B fails to clean up after the deadline, Party A shall have the right to dispose of the goods without notifying Party B and party B shall bear the relevant disposal expenses.

(4) Check the state of the house together with Party A and sign the tenant exit handover form. At the same time, Party B shall return to Party A all the keys (if any) of the building and premises.

(5) If Party B uses the premises as its address for industrial and commercial registration, it shall go through the alteration or cancellation procedures at the relevant departments and show the relevant certificates to Party A.

(6) Complete other procedures and procedures prescribed by laws and regulations and property management rules and regulations of the building.

(7) If Party B fails to return the premises, it shall pay the occupancy fee to Party A every day from the date of returning the premises [occupancy fee = (rent of the last month prior to the termination of the Contract /30) ×2] and compensate Party A for its losses, including but not limited to liquidated damages and agency fees incurred by Party A due to its delay in delivering the premises to the new tenant. Meanwhile, Party A shall have the right to take measures such as stopping water and electricity supply after receiving written notice, and Party B shall bear the losses caused thereby.

11. Confidentiality

Neither Party shall disclose the contents of this Contract and the other party's business plan, financial status and other confidential information it knows to the public, except that such information is required to be disclosed to the public in order to perform this Contract or as required by laws and regulations, government agencies and competent authorities

12. Tax expenses

Party A and Party B shall bear the taxes related to this Contract according to laws and regulations

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13. Important note

Either party has alerted the other party to its full attention to the clause exempting it from its responsibilities and excluding the rights of the other party under this Contract, and this Contract shall be deemed as the confirmation of the aforesaid content by both parties once signed

14. Delivered

All notices, documents, instruments, materials, etc. given or provided by the parties to each other during the performance hereof shall be served at the addresses set forth herein or notified in writing by either party to the other party, unless otherwise agreed herein. If either party changes its address or changes its contact information, it shall notify the other party in writing. If the other party fails to fulfill the notification obligation, it shall be deemed to have fulfilled the obligation of service by mailing relevant materials to the original address; Where such materials are delivered in person, they shall be deemed delivered at the time of delivery; Delivery by express mail (EMS, UPS, DHL, FedEx, SF only) shall be deemed to have been delivered three days after mailing

14. Dispute resolution and performance

15.1 Dispute resolution

This contract shall be governed by the laws of the People's Republic of China. All disputes arising from the execution or performance of this Contract shall be settled by both parties through friendly negotiation. If no settlement can be reached through consultation, both parties may file a lawsuit with the people's court in the place where the premises are located

15.2 Continued Performance

During the period of dispute, party A and Party B shall continue to perform other provisions of this Contract except the matters in dispute

16. Modification of contract

Any change to this Contract shall be made in writing and affixed with their respective official seals before it becomes effective

17. Contract version

This Contract is written and signed in Chinese, and an English translation, if available, is for reference only. In case of any conflict between the Chinese and English versions, the Chinese version shall prevail

18. Text and legal effect

This Contract is made in six copies, with Party A holding three copies and Party B holding three copies. All copies have the same legal effect and shall come into force upon being signed and sealed by both parties.

(No contract text below)

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Signature page

This Agreement is signed by authorized representatives of both parties and affixed with official seals as follows:

Lessor (Party A) (seal) : Shenzhen Lvjing Real Estate Development Co., Ltd.

Representative (Signature) : corporate seal

Date of signing

August 11, 2020

Lessee (Party B) (Seal) :

Representative (Signature) : corporate seal

Date of signing

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Schedule a

The special terms

1. During the lease term, Party A shall provide Party B with 2 non-fixed parking Spaces with 20% discount.

2. Party A agrees that Party B shall sublease to affiliated companies (such as parent company, subsidiary company and branch company) during the lease term, but the total number of sublease shall not exceed 4 in principle. If the number exceeds 4, Written consent of Party A shall be obtained. Party B shall notify party A 60 days in advance and cooperate with relevant procedures after party A has verified the materials without objection.

3. The use area of 557.85 square meters donated by Party A shall be from August 8, 2020 to August 7, 2023, and Party A shall not arbitrarily change the gift date. If the lease term stipulated in this contract is terminated in advance, the term of complimentary use area shall be terminated simultaneously.

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EX-10.19

Exhibit 10.19

House lease contract

Contract no.：ZX-XXH-2020-08-21-01

Party A (Lessor) :	Hangzhou Zhexin Information Technology Co., LTD
Legal representative:	Wang Jian
Unified social credit code:	xxx
Address:	10th Floor, Building 3, Xixi Yintai, Xihu District, Hangzhou
Contact person:	Zhang Yuanyuan
Connection telephone :	xxx
Linked Postal Box:	xxx
Party B (Lessee) :	Tianjin Information Sea Information Technology Co., LTD
Legal representative:	Liu Zhixin
Unified Social Credit Code:	xxx
Address:	Building A, Xiangluowan Kuangshi International Building, Tianjin Free Trade Zone (CBD) 1704-8359 010-59484906；20F, Guoshui Plaza, Beijing Yizhuang Economic Development Zone
Contact person:	Zhang Zhengmao
Contact phone:	xxx
Mailing box:	xxx
Witness:	Hangzhou Hezhisheng Real Estate Co., LT
Legal representative:	Shao Peng
Unified social credit code:	xxx

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Address:	Room 1912-1, Building 4, Joy Court, Joy City, Nanyuan Street, Yuhang District, Hangzhou city, Zhejiang Province
Contact person:	MAO Qian
Contact telephone:	xxx
Mailing box:	xxx

In accordance with the Contract Law of the People's Republic of China and other relevant laws and regulations, Party A and Party B, on the basis of equality, free will, fairness and good faith, agree through consultation to reach an agreement on the following premises lease matters and enter into this Contract for mutual compliance.

One:Leased premises, area and use

1. Party A leases to Party B the premises (hereinafter referred to as "Leasehold Premises") of which party A has full ownership and relevant usufructuary right, which is located in Room 902, Room 903, Room 904, Room 905, Room 906, Room 907, Room 908, Room 909 and Part of Room 910 of West Building 2, Xixi Yintai Commercial Center, Xihu District, Hangzhou.

2. The total floor area of the leased house is 1,149 square meters, which is the basis for calculating the rent and other related expenses of the leased house.

3. Party B is willing to lease the leased premises and guarantees that the leased premises will be used for office purposes during the lease term. During the lease term, party B shall not change the use of the leased premises without prior written consent of Party A.

Two:Lease term

1. Lease term: From September 11, 2020 to October 5, 2022, a total of 2 (two) years for 25 (25) days (the lease term is calculated in Gregorian calendar year, the year, month and day starting from the lease date of this Contract to the day before the same day of the same month in the next year shall be the first year, and so on).

2.Upon the expiration of the lease term, Party A has the right to take back the leased premises and the facilities and equipment (if any), and Party B will return them on schedule. If Party B intends to renew the lease, it shall give a written notice to Party A 60 (60) days prior to the expiration of the lease term hereof and sign a new lease contract with Party A's consent. Party A shall have the priority to renew the lease with Party B under the same conditions (including but not limited to the total rent, payment method and payment conditions).

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Three:Rent and payment method

1. During the period of rent-free decoration as stipulated in Article 5 of this Agreement, Party B does not need to pay rent. The rent of the leased premises in the first year after the rent-free decoration period is 3.3 Yuan/square meter/day, and the total rent is RMB one Million three Hundred and eighty-three Thousand nine Hundred and seventy Five Yuan (in figures), ￥1,383,970.50. In the second year, the rent is 3.4 yuan/square meter/day, and the total rent is ONE million FOUR hundred and twenty Five thousand nine hundred and nine yuan (in words), which is 1,425,909.00 Yuan (in figures). If the lease period within the last month of the expiration or early termination or rescission of the lease is less than one natural month, the rent of such month shall be calculated according to the daily rent standard of the leasing year and the actual number of days of the lease in that month. The rental amount under this contract is tax inclusive.

2. Rent payment method:

Rental housing rent paid by half a settlement, this paper total rental lease period is divided into four period, party a shall in the first phase of the party a shall pay party b within seven (7) days from the date of the rental fee and legally equal rent a VAT invoice to party b (the amount is equal to the first phase of the rent, such as sending, is the delivery time shall prevail). The specific date and amount of rent payment are as follows:

First Installment Rent Payment: Within three (3) days after signing this Contract, the first installment rent payment shall be RMB (in words) SIX hundred and ninety-one Thousand nine Hundred and Eighty-five Yuan and Twenty-five fen, (in figures) RMB 691,985.25.

Phase II Rent: RMB 691,985.25 (in figures) shall be paid within three (3) days upon receipt of the special VAT invoice for phase II rent issued by Party A before March 20, 2021.

The third Installment rent: RMB 712,954.5 shall be paid within three (3) days upon receipt of the special VAT invoice for the third installment rent issued by Party A, in words seven hundred and two thousand nine hundred and fifty Four Yuan.

第 3 页 共 17 页

Rent of the fourth phase: RMB 712,954.5 (in figures) shall be paid within three (3) days upon receipt of the special VAT invoice of the fourth phase rent issued by Party A before March 20, 2022.

Party A shall have the right to change the charging bank account number or charging method, and Party B shall make the payment in accordance with the method required by Party A. Party A shall issue a written notice of the change of the account number to Party B, and Party A shall be obligated to issue special VAT invoices regardless of whether the receiving account number belongs to Party A or not.

3. Party A's bank account information is as follows:

Bank Account number: xxx

Account name: Hangzhou Zhexin Information Technology Co., LTD

Bank name: xxx

4. Party B's billing information is as follows:

Name: Tianjin Information Sea Information Technology Co., LTD

Id number: xxx

Address, Tel: 1704-8359 010-59484906, Building A, Xiangluowan Kuangshi International Building, Tianjin Free Trade Zone (CBD)

Bank name: xxx

Account number: xxx

Four:Security deposit and other fees

1. Party A and Party B agree that Party B shall, within three (3) working days after the signing of this Contract, pay to Party A the deposit of RMB one Hundred and fifty-five Thousand three hundred and eleven only (in figures), ￥115,311.00. The deposit shall be a guarantee for Party B's full performance and compliance with all provisions of this Contract that party B must perform and comply with. During the lease term, Party A will keep the deposit but it is not necessary for Party A to pay interest on the deposit to Party B. Party A shall issue a receipt to Party B after receiving the deposit.

第 4 页 共 17 页

2. If Party B violates the provisions hereof, except for the case where the amount deducted from the deposit is expressly agreed herein, any deduction from the deposit shall be agreed by Party B. If the parties fail to reach an agreement on the amount deducted, they may settle the case through litigation, but shall continue to perform other provisions hereof during the litigation. If the margin held by Party A is less than the amount specified in Paragraph 1 of this Article due to such offsets and/or compensation and/or withholding, Party B shall make up the difference to Party A within seven (7) days upon receipt of the notice from Party A. If Party B fails to make up the deposit on time, for each (1) day overdue, party B shall pay a penalty equal to 0.05% (0.5% per day) of the overdue amount. If the delay exceeds thirty (30) days, Party A shall have the right to terminate this Contract and Party B shall be liable for breach of contract in accordance with provisions hereof.

3.During the term of this contract, Party A has the right to claim the deposit to set off any amount payable by Party B under this contract.

4. Upon termination of the lease, party B shall complete the industrial and commercial cancellation and change procedures of the registered address or business address of the leased house and the leased house and its decoration, equipment and facilities returned by Party B have been restored to their original state and are available for rent in accordance with this Contract. Provided that Party B has fully performed all terms hereof and Party A has completed acceptance and handover procedures without any third-party claims, complaints or other problems, Party A shall, within thirty (30) days after Party B returns the leased premises and settles all amounts payable by Party B under this Contract, return the deposit to Party B in a lump sum without interest against receipt of payment (after deduction (if any) as agreed herein). If Party A fails to handle or delays handling acceptance and handover procedures without any reason, Party A shall bear the responsibilities and losses arising therefrom.

Party B shall, within fifteen (15) days upon the expiration of this contract, or upon the rescission, termination, cancellation or confirmation of the invalidity of this Contract, complete the formalities for cancellation or change of the registered address or business address of the leased premises. Otherwise, party B shall pay party A liquidated damages according to the daily rent of the lease year for each overdue day.

第 5 页 共 17 页

5. Within the leasing period, if party a transfer/sell the building to a third party, the deposit shall be made in accordance with this contract, party a shall deduct the rest of the (if any) after transfer to a third party, by the third party and party b shall continue to perform the contract, and by the third party to issue the receipt of deposit, party b should to return the original receipt of party a, Thereafter, Party A shall not bear any responsibility to Party B for the deposit, nor undertake any other obligations stipulated in this Contract.

6. During the lease term (including the decoration period and the period before the opening date), Party B shall bear other expenses (including but not limited to the above expenses) such as water, electricity, telephone, Internet, property management fee, air conditioning fee and public energy consumption. The payment method and time of the fees stipulated in this paragraph shall be subject to the written notice of Party A, the property management company or the relevant departments. Party A promises that when Party B pays the property fee and other expenses by itself, the property management company can issue a special VAT invoice of the same amount for Party B. Otherwise, Party A shall collect the property fee on behalf of Party B and issue a special VAT invoice of the same amount to Party B.

Five:Rent-free decoration period

1. The rent-free renovation period under this Contract is 25 days from September 11, 2020 to October 5, 2020. During the period of rent-free decoration, Party A shall be free of rent, but Party B shall still pay other fees stipulated in this contract, including but not limited to water, electricity, telephone, Internet, property fee, air conditioning fee, public energy consumption and other fees incurred by the use of the leased premises.

Six:Rights and obligations of Party A

1. Party A shall deliver the leased premises to Party B before September 11, 2020 after receiving the first installment rent and security deposit (it may be postponed in special circumstances and Party A shall notify Party B in advance without assuming any liability for breach of contract). Other items delivered by Party A are set forth in the Attachment. If, for any reason whatsoever, the registered lease term of the leased premises is not the same as the lease term determined in accordance with the provisions of this Contract, the lease term determined in this Contract shall prevail. Party A has the right to notify Party B in writing to handle the alteration procedures of the lease registration within the specified period.

第 6 页 共 17 页

2. Party A guarantees that the ownership of the leased premises is clear. In case of any dispute over property rights or creditor's rights or debts related to Party A, Party A shall be responsible for clearing up and bear civil liabilities. Party A shall compensate party B for any loss caused thereby.

3. Party A guarantees that Party B can use the leased premises normally during the lease term and that the building structure, equipment and facilities of the leased premises conform to the safety conditions of construction, fire control, public security and sanitation.

4) Party B shall notify Party A in time to repair the wear and tear of the leased premises and its equipment and facilities caused by natural properties or reasonable use. Party A shall guarantee to make repairs in time upon receipt of party B's notice. Party B shall repair the wear and tear of office furniture and access control one month after delivery and bear the expenses, and report to Party A in time. Party A can provide after-sales docking assistance.

5. Party A shall provide Party B with a total of nine (9) electronic screens in the leased premises free of charge for party B's use. They are normally closed.

6. Party A shall provide party B with basic network facilities (including some switches and cabinets), and all expenses incurred by additional equipment and network caused by disassembling shall be borne by Party B. If additional equipment is added by Party B, the wiring of the machine room shall meet party A's wiring requirements.

7. Party A shall provide Party B with access control installation support in the leased house. If Party B needs to use monitoring equipment in the leased house, party B shall bear the additional equipment expenses.

8. Party A shall provide the existing network cabinet to Party B for free, and the network opening and expenses shall be borne by Party B.

9. Party A is obliged to assist Party B in handling the formalities of industrial and commercial registration, decoration, fire control transformation, etc., and issue relevant documents and materials.

第 7 页 共 17 页

Seven:Rights and obligations of Party B

1. Party B shall go to Party A to handle the handover procedures before the agreed delivery date. Before going through the handover procedures, Party B shall pay off all the amount (if any) payable upon delivery of the premises according to this Contract, otherwise Party A has the right to refuse to deliver the premises to Party B without taking any responsibility.

2) Party B warrants that it will not change the lease purpose of the premises without party A's written consent during the lease term.

3. If Party B applies for "multiple registration for one address" in the leased premises, Party A can provide a maximum of three (3) registered addresses, and party B shall bear all relevant expenses incurred in registration.

4. Party b shall guarantee to comply with laws and regulations of the country and the rental housing property management regulations, to do business, not a nuisance, no pollution potential safety hazard, and promise to solve with customers, property, etc. The parties to the dispute, disputes, lawsuits (if any), and to ensure that party a will not because of the above issues, disputes, lawsuits have any economic and reputational damage.

5. Party B has the right to carry out interior decoration of the leased house without altering the main structure, facade and other items. Prior to the decoration, Party B shall submit the decoration application to Party A and fill in the decoration construction permit, and provide Party A with the complete decoration plan and drawings in advance as required. Party A shall propose approval opinions within seven (7) working days after receiving the decoration plan and drawings submitted by Party B. After the approval of Party A, Party B shall submit the decoration plan to the national fire department for approval before going through the procedures for entering the decoration site and obtaining the construction permit. Party B shall comply with the relevant national regulations and requirements of Party A. Party B shall be responsible for public safety and fire safety during the decoration process. After finishing the decoration, party A and the state fire department shall check and accept the leased house. Only after obtaining the acceptance certificate issued by the State fire department can the leased house be used in the site. Party B shall provide copies of a complete set of property construction materials, construction drawings, decoration approval from the fire department, acceptance and other documents for Party A's record.

6. Party B warrants that it will not sublet or sublet the leased premises to any third party or exchange the premises with any third party without party A's written consent.

第 8 页 共 17 页

7. Party B warrants that it shall compensate party A for and repair any damage to the premises or equipment caused by its improper use or by party B's employees or a third party.

8. Party B warrants that it will give full assistance to Party A in the normal inspection and maintenance of the premises.

9. Party B shall cooperate with Party A to go through the record formalities of house lease with relevant administrative departments within 30 days after the signing of this contract.

Eight:Expiration and termination of the contract

1. When the contract expires, Party B shall move out of the leased premises and restore the premises to its original condition as required by Party A under any of the following circumstances within 3 days after the expiration of the contract. Party B premises together with the original equipment and all ancillary facilities inlaid in the building structure free of charge.

(1) Party A no longer rents out;

(2) Party A and Party B fail to reach a renewal contract.

2. If both parties fail to renew the contract at the expiration of the lease term, or terminate the contract in advance through negotiation, or Party A sends a notice of termination to Party B for reasons agreed herein, the expiration date or termination (rescission) date of the lease shall be the termination date of the contract. Party B shall pay all the relevant fees and move out of the premises within three (3) days after the termination of this contract. The articles left in the premises after three (3) days shall be regarded as party B's abandoned articles and may be disposed of by Party A at its discretion. However, if the difference between the termination date and the date of termination is less than 15 days, party B shall extend the aforementioned vacating period to 15 days so as to give Party B a reasonable time to prepare for vacating and to restore the original condition. Before the termination of the contract, Party B shall, as required by Party A, complete the formalities of industrial and commercial cancellation and change of the registered address or business address of the leased house, restore the leased house to its original state and jointly accept the leased house with Party A and sign written acceptance records. Ensure that the fixed equipment and facilities installed by Party A in the leased house are in good condition and available for use, and confirm that there is no third-party claim, complaint and other problems, and then return to Party A (except natural depreciation) before moving out of the leased house. Party B shall bear the cost of restoring the premises to its original condition. If Party B fails to restore the premises to its original condition, Party A can directly deduct it from the deposit. Party A agrees that party B is not required to restore the front desk and back display cabinet to its original state. The front desk background wall, if Party A continues to rent to other companies, only Party B to remove the wall font, the other need not be restored to the original state. Other modifications shall be subject to the results of actual communication.

第 9 页 共 17

3.After the expiration of the lease term, Party B agrees that Party A does not need to compensate Party B for the decoration investment of the leased house, and the fixed decoration of the leased house belongs to Party A unconditionally. Unless otherwise agreed, Party B shall not remove all the equipment and devices installed in the leased house and walls. Party b fails to move out to rent a house or not during the convention will be rental housing restorable, according to party b before the expiry of the lease rental and management fee and other expenses standard daily collecting fees such as rent, management fee, at the same time according to the rental fee standards according to pay the overdue fine for delaying payment, the date of move out and restore to its original state.

Nine:Anti-commercial bribery

1. During the negotiation and communication between the parties on cooperation and after the signing of this Contract, neither party nor its employees shall offer commercial bribes to the employees of the other party or their relatives and friends in any name or form, including but not limited to giving gifts and entertaining to the employees or their relatives and friends. Provide cash or cash equivalents such as cash, gift cards, negotiable securities and company shares to its employees or their relatives and friends, and provide any form of preference or convenience for its employees or their relatives and friends in housing purchase and decoration, employment, travel and vacation, communication, marriage and funeral, etc. If either party or its employees find that the employees of the other party or their relatives or friends of the employees of the other party ask for bribes in the name of the employees of the other party, they shall promptly report to the other party.

2. If either party violates the above provisions by offering commercial bribes to the employees of the other party or their relatives and friends, the other party shall have the right to terminate the Contract immediately and require the breaching party to pay RMB 100,000 as liquidated damages. If the relevant acts constitute illegal or criminal, they will be transferred to judicial organs for handling.

第 10 页 共 17

Ten:The force majeure

1. For the purpose of this Contract, the force majeure event refers to any event beyond the reasonable control of the affected party, which is unforeseeable or inevitable and insurmountable even though it is foreseeable and occurs after the signing date of this Contract, making it objectively impossible for the party to perform this Contract in whole or in part. Such events include, but are not limited to, floods, fires, typhoons, earthquakes, strikes, riots, major public health events, and wars (whether declared or not), as well as changes in national laws for related industries.

2. The party who claims to be affected by the Force majeure event shall notify the other party of the occurrence of the force Majeure event in written form within the shortest possible time. The party presenting a force majeure event which makes its performance of this Contract objectively impossible shall be responsible for using all reasonable efforts to eliminate or mitigate the effects of such force majeure event.

3. If either party fails to perform its obligations hereunder in part or in whole due to force majeure events specified herein, it shall not constitute a breach of contract, and the performance of such obligations shall be suspended during the period during which such force majeure events prevent the performance. During the period of suspension, the party suffering losses may claim appropriate compensation from the other party. Upon termination or elimination of the force majeure event or its effects, both parties shall immediately resume to perform their respective obligations under this Contract. If the force majeure event and its effects last thirty (30) days or more and result in the inability of either party to continue to perform this Agreement, either party shall have the right to terminate this Agreement at its discretion.

Eleven:Liability for breach of contract

1.If Party A takes back the leased premises in advance, party A shall give Party B thirty (30) days' notice and pay party B one (1) month's rent as penalty and return the deposit without interest. If Party B terminates the premises in advance, it shall notify Party A thirty (30) days in advance and pay one (1) month's rent to Party A as a penalty. Party B agrees that the penalty can be directly deducted by Party A from the deposit.

第 11 页 共 17

2. If Party B has any of the following behaviors, it shall be deemed as breach of the contract and refuses to correct after being notified, Party A has the right to terminate the contract and take back the premises without refund of the deposit paid by Party B. Party B shall pay one (1) month's rent to Party A as breach penalty and compensate Party A for its losses.

(1) Without the written consent of Party A, the house is sublet, sublet, lent to others or used in exchange with a third party;

(2) Demolishing and changing the structure of the movable premises or damaging the premises without Party A's written consent and failing to correct and repair the premises within a limited time after party A's written notice;

(3) Change the lease purpose stipulated in this Contract without authorization, or use the premises for illegal activities;

(4) the rent is in arrears of more than one month;

(5) Dispose of or damage the facilities in the house without party A's written consent;

3. If Party A has any of the following behaviors, it shall be deemed as breach of contract and Party B shall have the right to terminate the contract and return the deposit, and Party A shall pay one (1) month's rent to Party B as liquidated damages and compensate Party A for its losses:

(1) The ownership of the house of Party A is unclear, or there are property rights disputes or creditor's rights and debts disputes related to Party A;

(2) The building structure, equipment and facilities of party A's premises do not meet the safety conditions of construction, fire control, public security, sanitation and other aspects;

(3) Party B shall notify Party A to repair the wear and tear of the leased premises and its equipment and facilities caused by natural properties or reasonable use, but Party A shall not deal with it, and party B shall not deal with it within 30 days after receiving another notice from Party B.

4. Due to party b unilaterally (including party b's staff), safety accident affect other rental housing, controversial, disputes, lawsuits and punishment, all has nothing to do with party a, as a result of the economic loss and legal responsibility shall be borne by party b, in severe cases, party a has the right to terminate the contract, party b must compensate party a for any loss (including direct loss and indirect losses).

第 12 页 共 17

5. If party B or its employees lodge a complaint against the property management or any third party, it has nothing to do with Party A and party B shall bear the economic losses and legal liabilities caused thereby. If the situation is serious, Party A shall have the right to terminate the contract and Party B shall compensate Party A for all losses (including direct losses and indirect losses).

6.Safety accident due to party a's unilateral reasons affecting other rental housing, controversial, disputes, lawsuits and punishment, have nothing to do with party b, caused by the economic loss and legal responsibility shall be borne by party a, in severe cases, party b has the right to terminate the contract, party a shall compensate party b for any loss (including direct loss and indirect losses).

Twelve:Confidentiality obligations

1. Provide the information unless the prior written consent of the party or otherwise provided by law, the party receiving information cannot be directly or indirectly, disclose, use, or allow its directors, employees, representatives, agents, consultants and lawyers to disclose or use the confidential information, including but not limited to: the existence of this contract, the contract in whole or in part.

2. Both parties agree that any breach by either party of the confidentiality obligation agreed herein shall constitute breach by the other party, and the non-breaching party shall have the right to demand the breaching party to assume liabilities for breach of contract; And the non-breaching party shall have the right to initiate legal proceedings to stop such infringement or take other remedies to prevent further infringement. The confidentiality obligation agreed herein shall survive termination hereof.

Thirteen:Application of law and dispute resolution

1. The execution, validity, performance, interpretation and dispute resolution of this Contract shall be governed by the Laws of the Contract Law of the People's Republic of China (for the purpose of this Contract, excluding the Laws of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region).

第 13 页 共 17

2.Any dispute arising out of or in connection with this Contract shall be settled through friendly negotiation between the parties. If no settlement can be reached through friendly negotiation, either party shall submit the dispute to the local people's court for settlement through litigation.

Fourteen:Effectiveness of contract and others

1. The addresses listed by both parties in this Contract are their respective service addresses; Either party shall notify the other party in writing within 3 working days from the date of change of service address if there is any change in service address. If the recipient refuses to sign or fails to serve the relevant documents at any address listed by the other party, the documents shall be deemed to have been served on the other party from the date of mailing by the sender.

2. The Contract shall come into force upon being sealed by both parties (official seal or special seal for contract); The annex is the integral part of this contract and has the same legal effect. However, the property delivery in Attachment 1 is the property list committed by Party A, which shall be separately signed and sealed by Party B during acceptance.

3. Matters not covered herein shall be determined by the parties in a written supplementary agreement.

4. This Contract is made in two originals, with each party holding one copy and each copy having the same legal effect.

5. During the lease term, both parties shall bear the taxes and fees respectively.

6. The contract is signed in Xihu District, Hangzhou City, Zhejiang Province.

(No text below)

第 14 页 共 17

(This page is the first page of the Signing of the House Lease Contract without text)

Party A:                                  (Seal)

Date of Signing: August 26, 2020

第 15 页 共 17

(This page is the signing page 2 of "House Lease Contract" without text)

Party B:                                  (Seal)

Date of Signing

第 16 页 共 17

(This page is the signing page 3 of the House Lease Contract without text)

Witness:                                  (Seal)

Date of Signing

第 17 页 共 17

EX-10.20

Exhibit 10.20

Contract subject change and supplementary

contract No.：_______________                                         

Party (A)：Hangzhou zhexin information technology Ltd.

Party (B)：Tianjin Datasea information technology Ltd.

Party (C)：Hangzhou Shuhai zhangxun information technology Ltd.

Party A and Party B signed the House Lease Contract on August 26, 2020 (Contract No. :  Zx-xxh-2020-08-21-01) (hereinafter referred to as “Original Contract”)  It is agreed that Party A shall lease to Party B the premises (hereinafter referred to as “Leasehold Premises”) of which Party A has full ownership and relevant usufructuary right and which is located in Room 902, Room 903, Room 904, Room 905, Room 906, Room 907, Room 908, Room 909 and room 910 of West Building 2, Xixi Yintai Commercial Center, Xihu District, Hangzhou.  

Now Party A, Party B and Party C have reached the following agreement through friendly negotiation  regarding party B’s simultaneous transfer of its rights, obligations and responsibilities under the original Contract to Party C, and agree to abide by it jointly:  

As of the effective date of this Agreement, all rights, obligations and responsibilities of Party B under the original Contract shall be transferred to Party C, that is, Party B shall no longer enjoy its rights under the original Contract and shall no longer perform its obligations under the original Contract.  All expenses incurred by the leased premises, including but not limited to rent, water, electricity and property management fees, shall be paid by Party C.

Party B shall bear all expenses including water, electricity and property management fees during the lease term as agreed in the original contract. Now the three parties agree to make supplementary provisions as follows:

Party B shall pay the water, electricity and property management fees of the leased house starting from September 15, 2020.  The portion that is not settled before this Agreement is signed shall be paid by Party C ,after this Agreement comes into force and the corresponding invoice shall be issued to Party C.  

For room  901  906  (accounting for 85%), 907 and 910 , Party A shall still pay the corresponding electricity charges generated by these 4 room , and The rest shall be paid by Party C.  The water fee shall be paid by Party C directly to the property owner. Party A shall make quarterly settlement based on the proportion of actual monthly average users, and shall make payment to Party C within ten working days after the  invoice issued by Party C.  

The air-conditioning fee shall be calculated based on the proportion of the total area on the 9th floor. Party A’s and Party C’s air-conditioning fees shall account for 31% and 69% of the total air-conditioning fees.  

Any dispute between Party A, Party B and Party C arising from the execution and performance of this Agreement shall be settled through negotiation.  If no agreement can be reached through negotiation, either party may bring the dispute to the people’s court having jurisdiction in the place where the contract was signed

What is not involved in this agreement shall be subject to the original contract.  In case of any conflict between this Agreement and the original Contract, the content of this Agreement shall prevail.  

This Agreement shall come into force upon being sealed by party A, Party B and Party C.  This Agreement is made in six copies, with each party holding two copies with the same legal effect.  

(No text blow)

Party A ：Hangzhou zhexin information technology Ltd.	Party B：Tianjin Datasea information technology Ltd.
(seal)	(seal)
Representative:  Yuanyuan Zhang	Representative: Yaqing Wang
Address:	Address:
Mobile phone：	Mobile phone：
Land line：	Land line：
Date:：January 14, 2021	Date:：
Party  C：Hangzhou Shuhai zhangxun information technology Ltd.
(seal)
Representative: Zhengmao Zhang
Address:
Mobile phone：
Land line：
Date:

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Name	Place of Incorporation
Shuhai Information Skill (HK) Limited	Hong Kong
Tianjin Information Sea Information Technology Co., Ltd.	China
Shuhai Information Technology Co., Ltd *	China

* Shuhai Information Technology Co., Ltd is our variable interest entity whose financial statements are included in our consolidated financial statements as a result of a series of agreements which give us, through Tianjin Information Sea Information Technology Co., Ltd., control of the entity and gives us effective ownership of its assets.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-1, S-3 and S-8 (File No. 333-259177, No. 333-239180 and 333-239180) of our report dated September 28, 2020 relating to the June 30, 2020 consolidated financial statements of Datasea Inc. and Subsidiaries included in its Annual Report on the Form 10-K for the fiscal year ended June 30, 2021, filed with the Securities and Exchange Commission on September 28, 2021.

/s/ Morison Cogen LLP

Blue Bell, Pennsylvania

September 28, 2021

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-1; S-3 and S-8 (File Nos. 333-259177; 333-239180 and 333-239180) of our report dated September 28, 2021 relating to the June 30, 2021 consolidated financial statements of Datasea Inc. and Subsidiaries included in its Annual Report on the Form 10-K for the fiscal year ended June 30, 2021, filed with the Securities and Exchange Commission on September 28, 2021.

/s/ Benjamin & Ko

Santa Ana, California

September 28, 2021

EX-31.1

Exhibit 31.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Zhixin Liu certify that:

1.	I have reviewed this report on Form 10-K of Datasea Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 28, 2021

/s/ Zhixin Liu
Name:	Zhixin Liu
Title:	Chief Executive Officer
(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Mingzhou Sun, certify that:

1.  I have reviewed this report on Form 10-K of Datasea Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 28, 2021

/s/ Mingzhou Sun
Name:	Mingzhou Sun
Title:	Interim Chief Financial Officer
(principal financial officer and principal accounting officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Datasea Inc. (the “Company”) on Form 10-K for the year ending June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), we, Zhixin Liu, Chief Executive Officer (Principal Executive Officer), and Mingzhou Sun, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: September 28, 2021	By:	/s/ Zhixin Liu
		Zhixin Liu Chief Executive Officer (Principal Executive Officer)
Date: September 28, 2021	By:	/s/ Mingzhou Sun
		Mingzhou Sun
		Chief Financial Officer (Principal Financial and Accounting Officer)

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2021	Sep. 27, 2021	Dec. 31, 2020
Document Information Line Items
Entity Registrant Name	DATASEA INC.
Document Type	10-K
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		23,911,042
Entity Public Float			$ 12,944,578
Amendment Flag	false
Entity Central Index Key	0001631282
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	333-202071
Entity Incorporation, State or Country Code	NV
Entity Interactive Data Current	Yes

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Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Jun. 30, 2020
CURRENT ASSETS
Cash	$ 49,676	$ 1,065,936
Restricted cash		600,000
Accounts receivable	1,856	1,119
Inventory	194,264	105,210
Value-added tax prepayment	171,574	69,775
Prepaid expenses and other current assets	468,615	2,056,483
Total current assets	885,985	3,898,523
NONCURRENT ASSETS
Security deposit for rents	256,987
Property and equipment, net	309,408	291,031
Intangible assets, net	1,092,147	20,694
Right-of-use assets, net	1,350,590	702,952
Total noncurrent assets	3,009,132	1,014,677
TOTAL ASSETS	3,895,117	4,913,200
CURRENT LIABILITIES
Accounts payable	174,718	46,975
Advances from customers		20,953
Unearned revenue	189,527
Deferred revenue	46,439
Accrued expenses and other payables	561,674	274,934
Due to related party	69,305
Loans payable	1,486,819
Operating lease liabilities	730,185	346,629
Total current liabilities	3,258,667	689,491
NONCURRENT LIABILITIES
Operating lease liabilities	558,739	341,273
Total noncurrent liabilities	558,739	341,273
TOTAL LIABILITIES	3,817,406	1,030,764
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 375,000,000 shares authorized, 21,474,138 and 20,943,846 shares issued and outstanding, respectively	21,474	20,944
Additional paid-in capital	12,086,788	11,104,666
Accumulated comprehensive income	273,250	170,207
Accumulated deficit	(12,061,858)	(7,413,381)
TOTAL COMPANY STOCKHOLDERS’ EQUITY	319,654	3,882,436
Noncontrolling interest	(241,943)
TOTAL EQUITY	77,711	3,882,436
TOTAL LIABILITIES AND EQUITY	$ 3,895,117	$ 4,913,200

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Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2021	Jun. 30, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	375,000,000	375,000,000
Common stock, issued	21,474,138	20,943,846
Common stock, outstanding	21,474,138	20,943,846

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenues	$ 175,138	$ 1,414,780
Cost of goods sold	81,135	146,380
Gross income	94,003	1,268,400
Operating expenses
Selling	568,034	438,621
General and administrative	3,535,416	1,620,346
Research and development	851,839	1,114,486
Total operating expenses	4,955,289	3,173,453
Loss from operations	(4,861,286)	(1,905,053)
Non-operating income (expenses)
Other expenses	(25,547)	(2,497)
Interest income	2,517	49,455
Total non-operating income (expenses), net	(23,030)	46,958
Loss before income tax	(4,884,316)	(1,858,095)
Income tax		5,158
Loss before noncontrolling interest	(4,884,316)	(1,863,253)
Less: loss attributable to noncontrolling interest	(235,839)
Net loss to the Company	(4,648,477)	(1,863,253)
Other comprehensive item
Foreign currency translation gain (loss) attributable to the Company	103,043	(19,699)
Foreign currency translation loss attributable to noncontrolling interest	(6,104)
Comprehensive loss attributable to the Company	(4,545,434)	(1,882,952)
Comprehensive loss attributable to noncontrolling interest	$ (241,943)
Basic and diluted net loss per share (in Dollars per share)	$ (0.22)	$ (0.09)
Basic and diluted weighted average shares outstanding (in Shares)	21,279,004	20,943,846

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Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income	Noncontrolling interest	Total
Balance at Jun. 30, 2019	$ 20,944	$ 11,104,666	$ (5,550,128)	$ 189,906		$ 5,765,388
Balance (in Shares) at Jun. 30, 2019	20,943,846
Net loss			(1,863,253)			(1,863,253)
Foreign currency translation gain (loss)				(19,699)		(19,699)
Balance at Jun. 30, 2020	$ 20,944	11,104,666	(7,413,381)	170,207		3,882,436
Balance (in Shares) at Jun. 30, 2020	20,943,846
Net loss			(4,648,477)		(235,839)	(4,648,477)
Issuance of common stock for equity financing	$ 520	930,480				931,000
Issuance of common stock for equity financing (in Shares)	520,000
Issuance of common stock for subscription agreement entered in prior period	$ 6	30,646				30,652
Issuance of common stock for subscription agreement entered in prior period (in Shares)	6,600
Shares issued for stock compensation expense	$ 4	20,996				21,000
Shares issued for stock compensation expense (in Shares)	3,692
Foreign currency translation gain (loss)				103,043	(6,104)	103,043
Balance at Jun. 30, 2021	$ 21,474	$ 12,086,788	$ (12,061,858)	$ 273,250	$ (241,943)	$ 319,654
Balance (in Shares) at Jun. 30, 2021	21,474,138

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Loss including noncontrolling interest	$ (4,884,316)	$ (1,863,253)
Loss on disposal on fixed assets	9,698
Depreciation and amortization	199,232	110,322
Bad debt expense	277,639
Inventory impairment	10,837	44,237
Operating lease expense	809,630	204,858
Stock compensation expense	21,000
Changes in assets and liabilities:
Accounts receivable	(613)	(1,129)
Inventory	33,169	(78,644)
Value-added tax prepayment	(92,709)	(70,368)
Prepaid expenses and other current assets	(66,982)	(1,460,140)
Accounts payable	122,641	34,570
Advance from customers		(1,269,010)
Unearned revenue	165,462
Deferred revenue	42,168
Accrued expenses and other payables	222,808	24,766
Payment on operating lease liabilities	(818,013)	(249,561)
Net cash used in operating activities	(3,948,349)	(4,573,352)
Cash flows from investing activities:
Acquisition of property and equipment	(142,537)	(295,467)
Acquisition of intangible assets	(26,148)	(11,346)
Net cash used in investing activities	(168,685)	(306,813)
Cash flows from financing activities:
Repayment of loan payable - shareholder		(84,842)
Due to related parties	68,541
Loans payable	1,449,306
Net proceeds from issuance of common stock	931,000
Net cash provided by (used in) financing activities	2,448,847	(84,842)
Effect of exchange rate changes on cash	51,927	(41,694)
Net decrease in cash and restricted cash	(1,616,260)	(5,006,701)
Cash and restricted cash, beginning of period	1,665,936	6,672,637
Cash and restricted cash, end of period	49,676	1,665,936
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income tax		5,158
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	1,304,996	872,804
Transfer of prepaid software development expenditure to intangible assets	$ 1,100,000

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Organization and Description of Business

12 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Datasea Inc. (the “Company”, or “we”, “us”, “our” or similar terminology) was incorporated in the State of Nevada on September 26, 2014 under the name Rose Rock Inc. and changed its name to Datasea Inc. on May 27, 2015. On May 26, 2015, the Company’s founder, Xingzhong Sun, sold 6,666,667 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) to Zhixin Liu (“Ms. Liu”), an owner of Shuhai Skill (HK) as defined below. On October 27, 2016, Mr. Sun sold his remaining 1,666,667 shares of Common Stock of the Company to Ms. Liu.

On October 29, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”) with the shareholders (the “Shareholders”) of Shuhai Information Skill (HK) Limited (“Shuhai Skill (HK)”), a limited liability company (“LLC”) incorporated on May 15, 2015 under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “PRC”). Pursuant to the terms of the Exchange Agreement, the Shareholders, who own 100% of Shuhai Skill (HK), transferred all of the issued and outstanding ordinary shares of Shuhai Skill (HK) to the Company for 6,666,667 shares of Common Stock, causing Shuhai Skill (HK) and its wholly owned subsidiaries, Tianjin Information Sea Information Technology Co., Ltd. (“Tianjin Information”), an LLC incorporated under the laws of the PRC, and Harbin Information Sea Information Technology Co., Ltd., an LLC incorporated under the laws of the PRC, to become wholly-owned subsidiaries of the Company; and Shuhai Information Technology Co., Ltd., also an LLC incorporated under the laws of the PRC (“Shuhai Beijing”), to become a variable interest entity (“VIE”) of the Company through a series of contractual agreements between Shuhai Beijing and Tianjin Information. The transaction was accounted for as a reverse merger, with Shuhai Skill (HK) and its subsidiaries being the accounting survivor. Accordingly, the historical financial statements presented are those of Shuhai Skill (HK) and its consolidated subsidiaries and VIE.

Following the Share Exchange, the Shareholders, Zhixin Liu and her father, Fu Liu, owned approximately 82% of the Company’s outstanding shares of Common Stock. As of October 29, 2015, there were 18,333,333 shares of Common Stock issued and outstanding, 15,000,000 of which were beneficially owned by Zhixin Liu and Fu Liu.

On May 1, 2018, the Company implemented a 1 for 3 reverse stock split decreasing the shares outstanding from 57,511,711 to 19,170,846. The consolidated financial statement (“CFS”) at June 30, 2018 were retroactively adjusted to reflect the reverse split.

After the Share Exchange, the Company, through its consolidated subsidiaries and VIE provide smart security solutions primarily to schools, tourist or scenic attractions and public communities in China.

On October 16, 2019, Shuhai Beijing incorporated a wholly owned subsidiary, Heilongjiang Xunrui Technology Co. Ltd. (“Xunrui”), which develops and markets the Company’s smart security system products.

On December 3, 2019, Shuhai Beijing formed Nanjing Shuhai Equity Investment Fund Management Co. Ltd. (“Shuhai Nanjing”), a joint venture in PRC, in which Shuhai Beijing holds a 99% ownership interest with the remaining 1% held by Nanjing Fanhan Zhineng Technology Institute Co. Ltd, an unrelated party that was supported by both Nanjing Municipal Government and Beijing University of Posts and Telecommunications. Shuhai Nanjing was formed for gaining the easy access to government funding and private financing for the Company’s new technology development and new project initiation.

In January 2020, as described below, the Company acquired ownership in three entities for no consideration from the Company’s management which set up such entities on the Company’s behalf (described below). 

On January 3, 2020, Shuhai Beijing entered into two equity transfer agreements (the “Transfer Agreements”) with the President, and a Director of the Company. Pursuant to the Transfer Agreements, the Director and the President, each agreed, for no consideration, to (i) transfer his 51% and 49% respective ownership interests, in Guozhong Times (Beijing) Technology Ltd. (“Guozhong Times”) to Shuhai Beijing; and (ii) transfer his 51% and 49% respective ownership interests, in Guohao Century (Beijing) Technology Ltd. (“Guohao Century”) to Shuhai Beijing. Guozhong Times and Guohao Century were established to develop technology for electronic products, intelligence equipment and accessories, and provide software and information system consulting, installation and maintenance services.

On January 7, 2020, Shuhai Beijing entered into another equity transfer agreement with the President, the Director described above and an unrelated individual. Pursuant to this equity transfer agreement, the Director, the President and the unrelated individual each agreed to transfer his 51%, 16%, 33% ownership interests, in Guozhong Haoze (Beijing) Technology Ltd. (“Guozhong Haoze”) to Shuhai Beijing for no consideration. Guozhong Haoze was formed to develop and market the smart security system products.

On August 17, 2020, Beijing Shuhai formed a new wholly-owned subsidiary Shuhai Jingwei (Shenzhen) Information Technology Co., Ltd (“Jingwei”), to expand the security oriented systems developing, consulting and marketing business overseas.

On November 16, 2020, Guohao Century formed Hangzhou Zhangqi Business Management Limited Partnership (“Zhangqi”) with ownership of 99% as an ordinary partner. On November 19, 2020, Guohao Century formed a 51% owned subsidiary Hangzhou Shuhai Zhangxun Information Technology Co., Ltd (“Zhangxun”) for research and development of 5G message technology. Zhangqi owns 19% of Zhangxun; accordingly, Guohao Century ultimately owns 69.81% of Zhangxun.

In December 2019, a novel strain of coronavirus (COVID-19) was reported and the World Health Organization declared the outbreak to constitute a “Public Health Emergency of International Concern.” Based on the epidemic prevention and control system embedded in the Company’s intelligent security platform, the Company was able to promptly organize the employees at home to develop and upgrade the body temperature measurement and administration backend of the epidemic prevention and control system, which could meet the needs of schools and public communities for epidemic prevention, and well addressed the problem of how to integrate the Company’s security platform and epidemic prevention system. In April 2020, the Company resumed normal work, and the impact of COVID-19 outbreak on the Company’s marketing efforts from January to March of 2020 was mitigated. Since April 2020, there are some new Covid-19 cases discovered in a few provinces of China including Beijing as of today, however, the number of new cases are not significant due to the PRC government’s strict control, and the Company does not believe the new cases would have a significant impact on the Company’s operations.

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Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The accompanying consolidated financial statements (CFS) were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the years ended June 30, 2021 and 2020, the Company had a net loss of $4.64 million and $1.86 million, respectively. The Company had an accumulated deficit of $12.06 million as of June 30, 2021 and negative cash flow from operating activities of $3.95 million and $4.57 million for the years ended June 30, 2021 and 2020. The historical operating results indicate the Company has recurring losses from operations which raise the question related to the Company’s ability to continue as a going concern.. There can be no assurance the Company will become profitable or obtain necessary financing for its business or that it will be able to continue in business. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. As discussed in Note 13, on July 20, 2021, the Company sold 2,436,904 shares of common stock at $3.48 per share. The net proceeds from the transactions were approximately $7,636,796, after deducting offering costs, which mitigates the liquidity concern and the initial doubt about the Company’s ability to continue as a going concern.

The Company continues to improve and upgrade the safe campus, smart community and other smart systems, and formed a new business model, providing online shopping and other value-added services; the Company also provides artificial intelligence payment products and services based on face recognition for more institutional customers; and set up a 5G messaging project company to release new 5G messaging products. The Company generates revenue from its core business as well as the expansion of new businesses and services. Management also intends to raise additional funds by way of private or public offerings, or by obtaining loans from banks or others, which are planned to be used altogether with operating turnover to support Company’s research and development (“R&D”), procurement, marketing and daily operation, while the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. On June 25, 2020, the Company’s registration statement on Form S-3 was declared effective by Securities and Exchange Commission (“SEC”). The Company may from time to time issue up to $100,000,000 of common stock, debt securities, warrants or units of securities. The Company will describe the plan of distribution for any particular offering of these securities in the applicable prospectus supplement. There can be no assurance the Company will be successful in any future fund raising.

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying CFS were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding consolidated financial reporting. The accompanying CFS include the financial statements of the Company and its 100% owned subsidiaries “Shuhai Skill (HK)”, and “Tianjin Information”, and its VIE, Shuhai Beijing, and Shuhai Beijing’s 100% owned subsidiaries – Xunrui, Guozhong Times, Guohao Century, Guozhong Haoze, and Jingwei, and Guohao Century’s 69.81% owned subsidiary – Zhangxun, and Shuhai Beijing’s 99% owned subsidiary - Shuhai Nanjing. All significant inter-company transactions and balances were eliminated in consolidation. The chart below depicts the corporate structure of the Company as of the date of this report.

VARIABLE INTEREST ENTITY

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is required to include in its CFS, the financial statements of Shuhai Beijing, its VIE. ASC 810 requires a VIE to be consolidated if the Company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. A VIE is an entity in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company is the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. Shuhai Beijing’s actual stockholders do not hold any kick-out rights that affect the consolidation determination.

Through the VIE agreements, the Company is deemed the primary beneficiary of Shuhai Beijing and its subsidiaries. Accordingly, the results of Shuhai Beijing and its subsidiaries were included in the accompanying CFS. Shuhai Beijing has no assets that are collateral for or restricted solely to settle their obligations. The creditors of Shuhai Beijing do not have recourse to the Company’s general credit.

VIE Agreements

Operation and Intellectual Property Service Agreement – This agreement was entered on October 20, 2015 and allows Tianjin Information to manage and operate Shuhai Beijing and collect 100% of its net profits. Under the terms of the Operation and Intellectual Property Service Agreement, Shuhai Beijing entrusts Tianjin Information to manage its operations, manage and control its assets and financial matters, and provide intellectual property services, purchasing management services, marketing management services and inventory management services to Shuhai Beijing. Shuhai Beijing and its shareholders shall not make any decisions nor direct the activities of Shuhai Beijing without Tianjin Information’s consent.

Shareholders’ Voting Rights Entrustment Agreement – Tianjin Information entered into a shareholders’ voting rights entrustment agreement (the “Entrustment Agreement”) on October 27, 2015, under which Zhixin Liu and Fu Liu (collectively the “Shuhai Beijing Shareholders”) vested their voting power in Shuhai Beijing to Tianjin Information or its designee(s). The Entrustment Agreement does not have an expiration date.

Equity Option Agreement – the Shuhai Beijing Shareholders and Tianjin Information entered into an equity option agreement (the “Option Agreement”) on October 27, 2015, pursuant to which the Shuhai Beijing Shareholders granted Tianjin Information or its designee(s) the irrevocable right and option to acquire all or a portion of Shuhai Beijing Shareholders’ equity interests in Shuhai Beijing for RMB 0.001 for each capital contribution of RMB1.00. Pursuant to the terms of the Option Agreement, Tianjin Information and the Shuhai Beijing shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information under the option Agreement. Tianjin Information agreed to pay RMB1.00 annually to Shuhai Beijing Shareholders to maintain the option rights. Tianjin Information may terminate the Option Agreement upon written notice. The Option Agreement is valid for 10 years from the effective date and renewable at Tianjin Information’s option.

Equity Pledge Agreement – Tianjin Information and the Shuhai Beijing Shareholders entered into an equity pledge agreement on October 27, 2015 (the “Equity Pledge Agreement”). The Equity Pledge Agreement guarantees the performance by Shuhai Beijing of its obligations under the Operation and Intellectual Property Service Agreement and the Option Agreement. Pursuant to the Equity Pledge Agreement, Shuhai Beijing Shareholders pledged all of their equity interests in Shuhai Beijing to Tianjin Information. Tianjin Information has the right to collect any and all dividends paid on the pledged equity interests during the pledge period. Pursuant to the terms of the Equity Pledge Agreement, the Shuhai Beijing Shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information. Upon an event of default or certain other agreed events under the Operation and Intellectual Property Service Agreement, the Option Agreement and the Equity Pledge Agreement, Tianjin Information may exercise the right to enforce the pledge.

There are no restrictions on assets of the VIE for payment of dividends to shareholders of the Company. As of this report date, there was no dividends paid from the VIE to the US parent company or the shareholders of the Company. There has been no change in facts and circumstances to consolidate the VIE. The following financial statement amounts and balances of the VIE were included in the accompanying CFS as of June 30, 2021 and June 30, 2020, and for the years ended June 30, 2021 and 2020, respectively.

	June 30, 2021		June 30, 2020
Cash	$	26,916	$	149,511
Accounts receivable		1,856		1,119
Inventory		9,522		9,787
Other receivables		489,780		694,419
Other current assets		139,295		40,485
Total current assets		667,369		895,321
Property and equipment, net		167,194		222,312
Intangible asset, net		10,984		9,443
Right-of-use asset, net		442,441		692,782
Other non-current assets		16,816		-
Total non-current assets		637,435		924,537
Total assets	$	1,304,804	$	1,819,858
Accounts payable	$	12,887	$	11,759
Accrued liabilities and other payables		559,389		237,062
Lease liability		256,676		346,629
Loans payable		1,455,860		-
Other current liabilities		268,527		23,213
Total current liabilities		2,553,339		618,663
Lease liability - noncurrent		79,676		341,273
Total non-current liabilities		79,676		341,273
Total liabilities	$	2,633,015	$	959,936

	Year Ended June 30, 2021			Year Ended June 30, 2020
Revenues	$	174,804		$	1,414,781
Gross profit	$	93,963		$	1,312,638
Net loss	$	(3,098,147	)	$	(580,767	)

The following is the tabular form condensed consolidating schedule  - depicting the financial position, cash flows and results of operations for the parent, the consolidated variable interest entity, and any eliminating adjustments separately - as of and for the years ending June 30, 2021 and 2020.

Consolidating Statements of Income Information

	Year Ended June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Revenue	$	-		$	58,870		$	434,851		$	(318,583	)	$	175,138
Cost of Revenue		-			243,728			153,002			(315,595	)		81,135
Gross profit (loss)		-			(184,858	)		281,849			(2,988	)		94,003
Operating expenses		588,562			951,916			3,414,811			-			4,955,289
Loss from operations		(588,562	)		(1,136,774	)		(3,132,962	)		(2,988	)		(4,861,286	)
Other expenses, net		(762	)		(12,117	)		(10,151	)		-			(23,030	)
Provision for income tax		-			-			-			-			-
Loss before noncontrolling interest		(589,324	)		(1,148,891	)		(3,143,113	)		(2,988	)		(4,884,316	)
Less: loss attributable to noncontrolling interest		-			-			(235,839	)		-			(235,839	)
Net loss	$	(589,324	)	$	(1,148,891	)	$	(2,907,274	)	$	(2,988	)	$	(4,648,477	)

	Year Ended June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Revenue	$	-		$	352,981		$	2,317,127		$	(1,255,328	)	$	1,414,780
Cost of Revenue		-			897,602			255,319			(1,006,541	)		146,380
Gross profit (loss)		-			(544,621	)		2,061,808			(248,787	)		1,268,400
Operating expenses		361,854			910,487			1,901,112			-			3,173,453
Income (loss) from operations		(361,854	)		(1,455,108	)		160,696			(248,787	)		(1,905,053	)
Other income (expenses), net		8,190			40,142			(1,374	)		-			46,958
Income tax expense		5,158			-			-			-			5,158
Income (loss) before noncontrolling interest		(358,822	)		(1,414,966	)		159,322			(248,787	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		-			-			-			-			-
Net loss	$	(358,822	)	$	(1,414,966	)	$	159,322		$	(248,787	)	$	(1,863,253	)

Consolidating Balance Sheets Information

	As of June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Cash	$	14,042		$	8,718		$	26,916		$	-		$	49,676
Accounts receivable		-			501,288			1,856			(501,288	)		1,856
Inventory		-			202,792			210,894			(219,422	)		194,264
Other current asset		70,520			6,627,136			443,471			(6,500,938	)		640,189
Total current asset		84,562			7,339,934			683,137			(7,221,648	)		885,985
Property and equipment, net		-			142,215			167,193			-			309,408
Intangible asset, net		-			1,081,163			10,984			-			1,092,147
Right of use asset, net		-			908,149			442,441			-			1,350,590
Other-non-current asset		5,860,480			88,744			168,243			(5,860,480	)		256,987
Total Non-current asset		5,860,480			2,220,271			788,861			(5,860,480	)		3,009,132
Total Asset	$	5,945,042		$	9,560,205		$	1,471,998		$	(13,082,128	)	$	3,895,117
Accounts payable	$	99,500		$	62,332		$	514,175		$	(501,289	)	$	174,718
Lease liability		-			473,509			256,676			-			730,185
Loan payable		-			30,959			1,455,860			-			1,486,819
Other current liabilities		39,750			207,768			7,187,837			(6,568,410	)		866,945
Total current liabilities		139,250			774,568			9,414,548			(7,069,699	)		3,258,667
Lease liability-NC		-			479,063			79,676			-			558,739
Total non-current liabilities		-			479,063			79,676			-			558,739
Total liabilities		139,250			1,253,631			9,494,224			(7,069,699	)		3,817,406
Accumulated deficit		(937,751	)		(2,686,249	)		(8,179,987	)		(257,870	)		(12,061,858	)
Other equity		6,743,543			10,992,823			157,761			(5,754,559	)		12,139,569
Total equity		5,805,792			8,306,574			(8,022,226	)		(6,012,429	)		77,711
Total Liability and stockholders’ equity	$	5,945,042		$	9,560,205		$	1,471,998		$	(13,082,128	)	$	3,895,117

	As of June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Cash	$	915,735		$	600,690		$	149,511		$	-		$	1,665,936
Accounts receivable		-			395,508			1,119			(395,508	)		1,119
Inventory		-			111,894			193,540			(200,224	)		105,210
Other current asset		-			6,353,427			734,905			(4,962,074	)		2,126,258
Total current asset		915,735			7,461,519			1,079,075			(5,557,806	)		3,898,523
Property and equipment, net		-			68,719			222,312			-			291,031
Intangible asset, net		-			11,250			9,444			-			20,694
Right of use asset, net		-			10,170			692,782			-			702,952
Other-non-current asset		4,500,480			-			-			(4,500,480	)		-
Total Non-current asset		4,500,480			90,139			924,538			(4,500,480	)		1,014,677
Total Asset	$	5,416,215		$	7,551,658		$	2,003,613		$	(10,058,286	)	$	4,913,200
Accounts payable	$	-		$	35,214		$	407,269		$	(395,508	)	$	46,975
Lease liability		-			-			346,629			-			346,629
Loan payable		-			-			-			-			-
Other current liabilities		3,750			31,861			5,222,347			(4,962,071	)		295,887
Total current liabilities		3,750			67,075			5,976,245			(5,357,579	)		689,491
Lease liability-NC		-			-			341,273			-			341,273
Total non-current liabilities		-			-			341,273			-			341,273
Total liabilities		3,750			67,075			6,317,518			(5,357,579	)		1,030,764
Accumulated deficit		(348,426	)		(1,537,359	)		(5,269,725	)		(257,870	)		(7,413,381	)
Other equity		5,760,891			9,021,942			955,820			(4,442,837	)		11,295,817
Total equity		5,412,465			7,484,583			(4,313,905	)		(4,700,707	)		3,882,436
Total Liability and stockholders’ equity	$	5,416,215		$	7,551,658		$	2,003,613		$	(10,058,286	)	$	4,913,200

Consolidating Cash Flows Information

	Year Ended June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Net cash (used in)/provided by operating activities	$	(511,693	)	$	(1,082,949	)	$	(2,389,879	)	$	36,172		$	(3,948,349	)
Net cash (used in)/provided by investing activities		(1,360,000	)		(105,907	)		(62,777	)		1,360,000			(168,685	)
Net cash (used in)/provided by financing activities		970,000			565,766			2,319,182			(1,406,101	)		2,448,847
Net increase in cash and cash equivalents	$	(901,693	)	$	(583,074	)	$	(122,595	)	$	(8,898	)	$	(1,616,260	)

	Year Ended June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations		Consolidated
Net cash (used in)/provided by operating activities	$	(355,822	)	$	(2,789,559	)	$	(1,427,971	)	$	-	$	(4,573,352	)
Net cash (used in)/provided by investing activities		-			(78,551	)		(228,262	)		-		(306,813	)
Net cash (used in)/provided by financing activities		-			(533,101	)		443,235			5,024		(84,842	)
Net increase in cash and cash equivalents	$	(355,822	)	$	(3,406,201	)	$	(1,244,678	)	$	-	$	(5,006,701	)

USE OF ESTIMATES 

The preparation of CFS in conformity with US GAPP 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, the estimated useful life and residual value of property, plant and equipment, provision for staff benefits, recognition and measurement of deferred income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the consolidated financial statements. 

CONTINGENCIES

Certain conditions may exist as of the date the CFS are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s CFS.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of June 30, 2021 and 2020, the Company has no such contingencies.

CASH AND EQUIVALENTS

Cash and equivalents include cash on hand, demand deposits and short-term cash investments that are highly liquid in nature and have original maturities when purchased of three months or less.  

RESTRICTED CASH / ESCROW

Restricted cash is cash held in an indemnification escrow account under requirements of the financing agreement signed with the underwriter of the Company’s initial public offering for 18 months or longer subsequent to the closing of the initial public offering on December 21, 2018, but in no event it shall be held in escrow for longer than 24 months. The restricted cash was released during the year ended June 30, 2021.

INVENTORY

Inventory is comprised principally of intelligent temperature measurement face recognition terminal, identity information recognition products, and is valued at the lower of cost or net realizable value. The value of inventory is determined using the first-in, first-out method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of such allowances. There were $59,187 and $44,237 allowances for slow-moving and obsolete inventory (mainly for Smart-Student Identification cards) as of June 30, 2021 and 2020, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method over estimated useful lives as follows:

Furniture and fixtures	3-5 years
Office equipment	3-5 years
Vehicles	5 years
Lease improvement	3 years

Leasehold improvements are depreciated utilizing the straight-line method over the shorter of their estimated useful lives or remaining lease term.

INTANGIBLE ASSETS

Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the Company’s intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date.

Intangible assets include licenses, certificates, patents and other technology and are amortized over their useful life of three years.

FAIR VALUE (“FV”) OF FINANCIAL INSTRUMENTS

The carrying amounts of certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

FAIR VALUE MEASUREMENTS AND DISCLOSURES

FASB ASC Topic 820, “Fair Value Measurements,” defines FV, and establishes a three-level valuation hierarchy for disclosures that enhances disclosure requirements for FV measures. The three levels are defined as follows:

● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement.

The carrying value of the Company’s short-term financial instruments, such as cash, accounts receivable, prepaid expenses, accounts payable, advance from customers, accrued expenses and other payables approximate their FV due to their short maturities.

As of June 30, 2021 and 2020, the Company did not identify any assets or liabilities required to be presented on the balance sheet at FV.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset.

If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its FV. FV generally is determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the years ended June 30, 2021 and 2020, there was no impairment loss recognized on long-lived assets.

UNEARNED REVENUE

The Company records payments received from customers in advance of their orders as unearned revenue, mainly consisting of order deposits from 5G products customers and sales agencies. These orders normally are delivered based upon contract terms and customer demand.

DEFERRED REVENUE

Deferred revenue consists primarily of local government’s financial support under “2020 Harbin Eyas Plan” to Xunrui for technology innovation of developing the Intelligent Campus Security Management Platform. The Company will record the grant as income when it passes local government’s inspection of the project. 

LEASES

On July 1, 2019, the Company adopted FASB ASC Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after July 1, 2019 are presented under FASB ASC Topic 842, while prior period amounts were not adjusted and continue to be reported in accordance with its historical accounting under FASB ASC Topic 840.

The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to keep leases with an initial term of 12 months or less off its balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

The adoption did not impact the Company’s beginning accumulated deficit, or its prior year consolidated statement of operations and statement of cash flows.

Under FASB ASC Topic 842, the Company determines if an arrangement is a lease at inception. Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2021 and 2020.

Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets. At June 30, 2021, the net ROU was $1,350,590 for the operating leases of the Company’s offices in various cities of China and senior officers’ dormitory in Beijing. At June 30, 2021, total operating lease liabilities (includes current and noncurrent) was $1,288,924, which was for the operating leases of the Company’s offices in various cities of China and senior officers’ dormitory in Beijing.  

REVENUE RECOGNITION

The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606).

The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent 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. This will require the Company identify 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. The Company’s revenue streams are recognized when control of goods and services transferred to a customer.

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (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 each performance obligation.

The Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon delivery of services and products. Persuasive evidence of an arrangement is demonstrated via product sale contracts and professional service contracts and invoices; and the product selling price and the service price to the customer is fixed upon acceptance of the contract. The Company recognizes revenue when the customer receives the products and passes the inspection and when professional service is rendered to the customer, and collectability of payment is probable. These revenues are recognized at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged to customers. All the revenue for the years ending June 30, 2021 and 2020 were from the sale of the products.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income.  As of June 30, 2021, the Company had no unrecognized tax benefits and no charges during the year ended June 30, 2021, and accordingly, the Company did not recognize any interest or penalties related to unrecognized tax benefits. There was no accrual for uncertain tax positions as of June 30, 2021. The Company files a U.S. income tax return. With few exceptions, the Company’s U.S. income tax returns filed for the years ending on June 30, 2017 and thereafter are subject to examination by the relevant taxing authorities.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are expensed in the period when incurred. These costs primarily consist of cost of materials used, salaries paid for the Company’s development department, and fees paid to third parties.

NONCONTROLLING INTERESTS

The Company follows FASB ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI (previously referred to as minority interests) be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to non-controlling interests even when such allocation might result in a deficit balance. 

The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed an non-controlling interest’s interests in the subsidiary’s equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.

As of June 30, 2021, Zhangxun was 30.19% owned by noncontrolling interest, and Shuhai Nanjing was 1% owned by noncontrolling interest. During the year ended June 30, 2021, the Company had loss of $235,839 and $0 attributable to the noncontrolling interest for the six months ended June 30, 2021 and 2020, respectively. 

CONCENTRATION OF CREDIT RISK 

The Company maintains cash in accounts with state-owned banks within the PRC. Cash in state-owned banks less than RMB500,000 ($76,000) is covered by insurance. Should any institution holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts. Cash denominated in RMB with a U.S. dollar equivalent of $32,687 and $733,849 at June 30, 2021 and 2020, respectively, was held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies.

Cash held in accounts at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation or other programs subject to certain limitations up to $250,000 per depositor. As of June 30, 2021, cash of $14,042 was maintained at U.S. financial institutions. Cash was maintained at financial institutions in Hong Kong, and were insured by the Hong Kong Deposit Protection Board up to a limit of HK $500,000 ($64,000). As of June 30, 2021, the cash balance of $2,948 was maintained at financial institutions in Hong Kong. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.

FOREIGN CURRENCY TRANSLATION AND COMPREHENSIVE INCOME (LOSS)

The accounts of the Company’s Chinese entities are maintained in RMB and the accounts of the U.S. parent company are maintained in United States dollar (“USD”) The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations.

The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income(loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders.

The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows

	June 30,		June 30,
	2021		2020
Period end USD: RMB exchange rate		6.4601		7.0795
Average USD: RMB exchange rate		6.6273		7.0199

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (EPS) 

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to have been exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the years ended June 30, 2021 and 2020, the Company’s basic and diluted loss per share are the same due to the outstanding warrants being anti-dilutive as a result of the Company’s net loss. 101,500 warrants were anti-dilutive for the years ended June 30, 2021 and 2020.

STATEMENT OF CASH FLOWS 

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts shown on the statement of cash flows may not necessarily agree with changes in the corresponding asset and liability on the balance sheet.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company is an emerging growth company and has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU 2019-12 will not have a significant impact on the Company’s financial statements as the Company does not have inter period tax allocation, deferred taxes for outside basis differences, tax benefit for interim losses amongst other things.

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 (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s CFS presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).  ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument.  An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.  The adoption of ASU 2021-04 is not expected to have any impact on the Company’s CFS presentation or disclosures. 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

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Property and Equipment

12 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

	June 30, 2021		June 30, 2020
Furniture and fixtures	$	115,507	$	71,778
Vehicle		3,096		2,825
Leasehold improvement		242,643		203,751
Office equipment		246,910		174,253
Subtotal		608,156		452,607
Less: accumulated depreciation		298,748		161,576
Total	$	309,408	$	291,031

Depreciation for the years ended June 30, 2021 and 2020 was $142,125 and $65,252, respectively.

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Intangible Assets

12 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 4 – INTANGIBLE ASSETS

Intangible assets are summarized as follows:

	June 30, 2021		June 30, 2020
Software registration right	$	58,157	$	36,705
Patent		33,634		22,578
Software development (see Note 5)		1,100,000		-
Value-added telecommunications business license		16,249		14,827
Subtotal		1,208,040		74,110
Less: Accumulated amortization		115,893		53,416
Total	$	1,092,147	$	20,694

Amortization for the years ended June 30, 2021 and 2020 were $57,107 and $45,070, respectively

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Prepaid Expenses and Other Current Assets

12 Months Ended

Jun. 30, 2021

Prepaid Expense and Other Assets, Current [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	June 30, 2021		June 30, 2020
Security deposit	$	6,956	$	156,023
Prepaid expenses		53,944		-
Prepaid software development		50,000		1,200,000
Prepaid insurance		39,868		-
Prepayment for inventory from Heqin		-		101,252
Other receivables - Heqin		569,651		522,636
Others		33,021		76,572
Total		753,440		-
Less: allowance for other receivables - Heqin		284,825		-
Total	$	468,615	$	2,056,483

Prepaid software development

On May 28, 2019, the Company entered into an agreement with SDT Trade Co., Ltd., an unaffiliated party (“SDT”). SDT will assist the Company with technical development work for the Company’s security-related software and systems. Pursuant to the agreement, SDT will complete certain development work within 12 months and thereafter maintain the system for 36 months. The amount to be paid under the agreement is $1,200,000. As of June 30, 2021, the Company paid SDT $1,000,000, of which, $400,000 was recorded as R&D expenses as the costs were incurred before the establishment of technological feasibility, $600,000 cost incurred after the technological feasibility was established and a working model was produced was recorded as intangible asset – software development (Note 4). On April 23, 2021, the Company and SDT entered a project contract termination agreement due to functionality issues of the software; the Company and SDT will not pursue any further demands to each other regarding the software development project, and the Company is not obligated to pay the remaining payment of $0.20 million to SDT. However, the Company and the developer later reached the agreement to fix the functionality issues and as of this report date, the software was completed and is working as designed.

On July 2, 2019, the Company entered into a technology development service agreement with HW (HK) Limited (“HW”), an unaffiliated party. Pursuant to the agreement, the Company appointed HW (HK) Limited to develop an eye protection technical system for a two-year period ending July 1, 2021, and thereafter maintain the system for 36 months. The total payments to be made under the agreement is $1,200,000. As of June 30, 2020, the Company paid HW (HK) Limited $900,000, of which, $300,000 was recorded as R&D expenses, as the costs were incurred before the establishment of technological feasibility, and $600,000 was recorded as prepaid software development expenses. As of June 30, 2021, the Company paid HW (HK) Limited $900,000, of which, $350,000 was recorded as R&D expenses as the costs were incurred before the establishment of technological feasibility, which included a working model; $500,000 cost incurred after the technological feasibility was recorded as intangible asset – software development (Note 4), and $50,000 was recorded as prepaid software development expenses. 

Other receivables - Heqin

On February 20, 2020, Guozhong Times entered an Operation Cooperation Agreement with an unrelated company, Heqin (Beijing) Technology Co, Ltd. (“Heqin”) for marketing and promoting the sale of Face Recognition Payment Processing equipment and related technical support, and other products of the Company including Epidemic Prevention and Control Systems. Heqin has a sales team which used to work with Fortune 500 companies and specializes in business marketing and sales channel establishment and expansion, especially in education industry and public area. It has had successful experience of organizing multiple business matchmaking meetings with customers, distributors and retailers.

The cooperation term is from February 20, 2020 through March 1, 2023; however, Heqin is the exclusive distributor of the Company’s face Recognition Payment Processing products for the period to July 30, 2020. During March and April 2020, Guozhong Times provided operating funds to Heqin, together with a credit line provided by Guozhong Times to Heqin from May 2020 through August 2020, for a total borrowing of RMB 10 million ($1.41 million) for Heqin’s operating needs. As of June 30, 2021, Guozhong Times had an outstanding receivable of RMB 3.68 million ($560,011) from Heqin and was recorded as other receivables. As of June 30, 2020, Guozhong Times had an outstanding receivable of RMB 3.68 million ($519,811) from Heqin and was recorded as other receivable. The Company would not charge Heqin any interest, except for two loans with RMB 200,000 ($28,250) each, due on June 30, 2020 and August 15, 2020, respectively, for which the Company charges 15% interest if Heqin did not repay by the due date. As of this report date, Heqin did not repay these two loans. All the loans to Heqin are secured against the assets of Heqin, and Heqin’s shareholders are jointly responsible for the timely repayment of the loan. 

On August 26, 2020, Heqin provided a repayment plan to the Company that the loan would be settled by February 2021; however, due to Covid-19 impact to Heqin’s business, Heqin adjusted the repayment plan based on expected monthly cash collection from its customers, the revised monthly payment starting from October 2021 as follows:

October 2021: repay RMB 400,000 ($61,919)

November 2021: repay RMB 800,000 ($123,837)

December 2021: repay RMB 800,000 ($123,837)

January 2022: repay RMB 1,000,000 ($154,796)

February 2022: repay RMB 600,000 ($92,878) 

March 2022: repay RMB 80,000 ($12,384)

No profits will be allocated and distributed before full repayment of the borrowing. After Heqin pays in full the borrowing, Guozhong Times and Heqin will distribute profits of sale of Face Recognition Payment Processing equipment and related technical support at 30% and 70% of the net income, respectively. The profit allocation for the sale of other products of the Company are to be negotiated. Heqin will receive certain stock reward when it reaches the preset sales target under the performance compensation mechanism. As of report date, Heqin did not make any repayment to the Company, and the Company made a bad debt allowance of $284,825 at June 30, 2021.

In addition, at June 30, 2020, the Company prepaid $101,252 for goods to be purchased from Heqin, which was received during the year ended June 30, 2021.

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Accrued Expenses and Other Payables

12 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER PAYABLES

NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

	June 30, 2021		June 30, 2020
Other payables	$	186,954	$	97,119
Senior officer’s salary payable		204,332		93,227
Salary payable - employees		170,388		84,588
Total	$	561,674	$	274,934

Other payables mainly consisted of social security and insurance payable.

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Loans Payable

12 Months Ended

Jun. 30, 2021

Loans Payable Disclosure [Abstract]

LOANS PAYABLE

NOTE 7 – LOANS PAYABLE

As of June 30, 2021, the Company entered several loan agreements with an unrelated party for $1,486,819, these loans bear no interest, and are required to be repaid any time before December 31, 2021.

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Related Party Transactions

12 Months Ended

Jun. 30, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

On January 1, 2019, the Company’s President entered into a car rental agreement with the Company for two years. Pursuant to the agreement, the Company rents a car from the Company’s President for a monthly rent of approximately $700. The agreement was replaced by a new agreement on November 30, 2019 for December 1, 2019 through December 31, 2020, with monthly rent of approximately $1,700, or total payment of $22,288, which was paid in full in advance as required by the agreement, and was recorded under right of use asset; at June 30, 2021 and 2020, the net ROU for auto leasing was $0 and $10,170.

On January 1, 2020, the Company’s President entered into a car rental agreement with the Company for one year. Pursuant to the agreement, the Company rents a car from the Company’s President for a monthly rent of RMB 20,000 ($2,849), or total payment of $34,188, which was paid in full in advance as required by the agreement, and was recorded as prepaid expense since the lease term was not over one year, and not required to be accounted for as a ROU. This rental agreement was canceled in June 2020 and the unused rents of RMB 120,000 ($17,620) was returned to the Company.

The Company recorded car lease expense to the Company’s President of $10,864 and $29,060 for the years ended June 30, 2021 and 2020.

In April 2020, the Company’s President entered into a one-year apartment rental agreement with the Company for an apartment located in Harbin city as the Company’s branch office with an annual rent of RMB 75,000 ($11,000). The term was from May 1, 2020 through April 30, 2021. On April 30, 2021, Xunrui entered a new one-year lease for this location with the Company’s President for an annual rent of RMB 75,000 ($11,000), The rent expense for this agreement was $9,431 and $4,155 for the years ended June 30, 2021 and 2020, respectively. 

On October 1, 2020, the Company’s President entered into an office rental agreement with Xunrui. Pursuant to the agreement, the Company rents an office in Harbin city with a total payment of RMB 163,800 ($24,050) from October 1, 2020 through September 30, 2021. The rent expense for this agreement was $15,537 for the year ended June 30, 2021.  

Due to related parties

As of June 30, 2021, the Company had due to related parties of $69,305, mainly was for the payable of an office leasing from the Company’s CEO, and certain expenses of the Company that were paid by the CEO and her father, due to related parties bore no interest and payable upon demand.

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Common Stock and Warrants

12 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

COMMON STOCK AND WARRANTS

NOTE 9 – COMMON STOCK AND WARRANTS

On December 21, 2018, the Company completed a registered, underwritten initial public offering and concurrent listing of the Company’s Common Stock on the NASDAQ Capital Market, which generated gross proceeds of $6.7 million before deducting underwriter’s commissions and other offering costs, resulting in net proceeds of approximately $5.7 million, The Company sold 1,667,500 shares of Common Stock (including shares issued pursuant to the underwriter’s over-allotment option) at $4 per share.

In addition, the Company issued warrants to the representative of the underwriters to purchase 101,500 shares of Common Stock at $6 per share. These warrants may be purchased in cash or via cashless exercise, will be exercisable for five years from December 21, 2018 through December 17, 2023. The warrants issued in this financing were classified as equity instruments. The Company accounted for the warrants issued in this financing based on the FV method under FASB ASC Topic 505, and the FV of the warrants was calculated using the Black-Scholes model under the following assumptions: life of 5 years, volatility of 168%, risk-free interest rate of 2.64% and dividend yield of 0%. The FV of the warrants issued at grant date was $387,727, and was recorded as offering costs. Following is a summary of the activities of warrants for the years ended June 30, 2021and 2020:

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at July 1, 2019		101,500	$	6.00		4.47
Exercisable at July 1, 2019		101,500	$	6.00		4.47
Granted		-
Exercised		-
Forfeited		-
Expired		-
Outstanding at June 30, 2020		101,500		6.00		3.47
Exercisable at June 30, 2020		101,500		6.00		3.47
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at June 30, 2021		101,500	$	6.00		2.47
Exercisable at June 30, 2021		101,500	$	6.00		2.47

The aggregate intrinsic value was $0 and $0 as of June 30, 2021 and 2020 and was calculated as the difference between the exercise price of the underlying awards and the closing stock price of $2.50 and $1.30 for Company’s common stock on June 30, 2021 and 2020, respectively.

On October 22, 2020, the Company entered into a common stock purchase agreement with Triton Funds LP (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton was obligated, pursuant to a purchase notice by the Company, to purchase up to $2 million of the Company’s common stock from time to time through December 31, 2020. The Company is precluded from submitting a purchase notice to Triton if the closing price is less than $1.65 per share as reported on the Nasdaq Stock Market.

The total number of the shares to be purchased under the Agreement shall not exceed 523,596, or 2.5% of the Company’s outstanding shares of common stock on the Agreement’s execution date, subject to the 9.9% beneficial ownership limitation of the Company’s shares of common stock outstanding by Triton. Closing for sales of common stock will occur no later than three business days following the date on which the Purchased Shares are received by Triton’s custodian. In addition, the Company agreed to (i) at the time of the purchase agreement execution remit $10,000 to Triton, and (ii) at the initial closing pay $5,000 to Triton, to reimburse Triton’s expenses related to the transaction.

On October 29, 2020, the Company issued a notice to sell 520,000 shares to Triton. On November 11, 2020, the Company and Triton closed the equity financing for the issuance of 520,000 shares of the Company’s common stock at $1.80 per share, the market price on November 11, 2020 was $1.81 per share, the Company received $931,000 proceeds from the financing after deducting $5,000 expenses.

Shares to Directors 

During the year ended June 30, 2021, the Company issued 3,692 shares to two independent directors, the fair value of these shares was $21,000.

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Income Taxes

12 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

The Company is subject to income taxes by entity on income arising in or derived from the tax jurisdiction in which each entity is domiciled. The Company’s PRC subsidiaries file their income tax returns online with PRC tax authorities. The Company conducts all of its businesses through its subsidiaries and affiliated entities, principally in the PRC.

The Company’s U.S. parent company is subject to U.S. income tax rate of 21% and files U.S. federal income tax return.  As of June 30, 2021 and 2020, the U.S. entity had net operating loss (“NOL”) carry forwards for income tax purposes of $942,989 and $353,664. The NOL arising in tax years beginning after 2017 may reduce 80% of a taxpayer’s taxable income, and be carried forward indefinitely. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. Management believes the realization of benefits from these losses remains uncertain due to the parent Company’s limited operating history and continuing losses. Accordingly, a 100% deferred tax asset valuation allowance was provided.

The Company’s offshore subsidiary, Shuhai Skill (HK), a HK holding company is subject to 16.5% corporate income tax in HK. Shuhai Beijing received a tax holiday with a 15% corporate income tax rate since it qualified as a high-tech company. Tianjin Information, Xunrui, Guozhong Times, Guozhong Haoze, Guohao Century, Jingwei, Shuhai Nanjing, Zhangxun are subject to the regular 25% PRC income tax rate.

As of June 30, 2021 and 2020, the Company has approximately $9.04 million and $5.68 million of NOL from its HK holding company, PRC subsidiaries and VIEs that expire in calendar years 2020 through 2024. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon the Company’s future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as of June 30, 2021 and 2020.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended June 30, 2021 and 2020:

	2021			2020
US federal statutory rates		(21.0	)%		(21.0	)%
Tax rate difference – current provision		(3.3	)%		(0.2	)%
Permanent difference			%		(0.3	)%
Effect of PRC tax holiday		3.0	%		(1.4	)%
Valuation allowance		21.3	%		23.2	%
Under accrual of prior year income tax of parent company		-	%		(0.3	)%
Effective tax rate		-	%		-	%

The provision for income tax expense (benefit) for the years ended June 30, 2021 and 2020 consisted of the following:

	2021			2020
Income tax expense – current	$			$	5,158
Income tax expense – deferred		(920,120	)		2,610
Increase (decrease) in valuation allowance		920,120			(2,610	)
Total income tax expense	$	-		$	5,158

The Company’s net deferred tax assets as of June 30, 2021 and June 30, 2020 is as follows:

	June 30, 2021			June 30, 2020
Deferred tax asset
Net operating loss	$	1,841,786		$	1,048,593
R&D expense		123,750			115,500
Accrued expense of officers’ salary		29,876			13,984
Depreciation and amortization		3,502			8,219
Bad debt expense		69,410			-
Social security and insurance		29,949			-
Inventory impairment		14,423			10,966
ROU		4,686			-
Total		2,117,382			1,197,262
Less: valuation allowance		(2,117,382	)		(1,197,262	)
Net deferred tax asset	$	-		$	-

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Commitments

12 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 11 – COMMITMENTS

Leases

On March 20, 2019, the Company entered into the one-year operating lease for senior management’s dormitory. The lease expired March 22, 2020 and had a monthly rent of RMB 5,200 (or $735). The Company did not renew the lease upon expiration.

On July 30, 2019, the Company entered into an operating lease for its office in Beijing. Pursuant to the lease, the delivery date of the property was August 8, 2019 but the lease term started on October 8, 2019 and expires on October 7, 2022, and has a monthly rent of RMB 207,269 without value added tax (“VAT”) (or $29,250). The lease required a security deposit of three months’ rent of RMB 677,769 (or $96,000). The Company will receive a six-month rent abatement, which was considered in calculating the present value of the lease payments to determine the ROU which is being amortized over the term of the lease.

On July 30, 2019, the Company entered into a property service agreement for its office in Beijing (described above). Pursuant to the property service agreement, the agreement commenced on August 9, 2019 and will expire on October 8, 2022, and has a quarterly fee of RMB 202,352 (or $29,000). The deposit was RMB 202,352 (or $29,000).

On August 28, 2019, the Company entered an operating lease for senior officers’ dormitory in Beijing. The lease has a term of two years with expiration on August 31, 2021, the monthly rent is RMB 14,500 ($2,045), payable every six months in advance.

In August 2020, the Company entered into a lease for an office in Shenzhen City, China for three years from August 8, 2020 through August 7, 2023, with a monthly rent of RMB 209,911 ($29,651) for the first year. The rent will increase by 3% each year starting from the second year.

On August 26, 2020, Tianjin Information entered into a lease for the office in Hangzhou City, China from September 11, 2020 to October 5, 2022. The first year rent is RMB 1,383,970 ($207,000). The second year rent is RMB 1,425,909 ($202,800). The security deposit is RMB 115,311 ($16,400). The total rent for the lease period is to be paid in four installments.

The Company adopted FASB ASC Topic 842 on July 1, 2019. The components of lease costs, lease term and discount rate with respect of the Company’s office lease and the senior officers’ dormitory lease with an initial term of more than 12 months are as follows:

	Year Ended June 30, 2021		Year Ended June 30, 2020
Operating lease expense	$	809,630	$	192,891

	June 30, 2021
Right-of-use assets	$	1,350,590
Lease liabilities - current		730,185
Lease liabilities - noncurrent		558,739
Weighted average remaining lease term		1.71 years
Weighted average discount rate		5.00	%

The following is a schedule, by years, of maturities of the operating lease liabilities as of June 30, 2021:

12 Months Ending June 30,	Minimum Lease Payment
2022	$	730,185
2023		540,804
2024		32,831
Total undiscounted cash flows		1,303,819
Less: imputed interest		(14,895	)
Present value of lease liabilities	$	1,288,924

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Parent Company Financials

12 Months Ended

Jun. 30, 2021

Condensed Financial Information Disclosure [Abstract]

PARENT COMPANY FINANCIALS

NOTE 12 – PARENT COMPANY FINANCIALS

The following schedules present the parent company’s balance sheets as of June 30, 2021 and 2020, the statements of operations, and the statement of cash flows for the years ended June 30, 2021 and 2020:

	June 30, 2021			June 30, 2020
Cash	$	14,042		$	315,735
Prepayments and other receivables		70,520			-
Long term investment in subsidiaries		132,400			2,970,453
Restricted cash / escrow		-			600,000
Total Assets	$	216,961		$	3,886,188
Accrued expenses and other payables	$	100,250		$	3,752
Due to related party		39,000			-
Total liabilities		139,250			3,752
Noncontrolling interest		(241,943	)		-
Common stock		21,474			20,944
Additional paid-in capital		12,086,788			11,104,666
Accumulated other comprehensive income		273,250			170,207
Retained earnings (accumulated deficit)		(12,061,858	)		(7,413,381	)
Total Company Stockholders’ Equity		77,711			3,882,436
Total Liabilities and Equity	$	216,961		$	3,886,188

	For the Years Ended June 30,
	2021			2020
Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
Selling expenses		-			-
General and administrative expenses		588,562			361,855
Total operating expenses		588,562			361,855
Other income (expenses):
Investment loss in subsidiaries		(4,294,992	)		(1,504,430	)
Other expense		(1,185	)		(805	)
Interest income		423			8,995
Total other (expenses) income, net		(4,295,754	)		(1,496,240	)
Income tax		-			5,158
Loss before noncontrolling interest		(4,884,316	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		(235,839	)		-
Net loss to the Company		(4,648,477	)		(1,863,253	)
Foreign currency translation gain (loss) attributable to the Company		103,043			(19,699	)
Foreign currency translation loss attributable to noncontrolling interest		(6,104	)		-
Comprehensive loss attributable to the Company	$	(4,545,434	)	$	(1,882,952	)
Comprehensive loss attributable to noncontrolling interest	$	(241,943	)	$	-

	For the Years Ended
	June 30,
	2021			2020
CASH FLOW FROM OPERATIONG ACTIVITIES:
Loss including noncontrolling interest	$	(4,884,316	)	$	(1,863,253	)
Adjustments to reconcile loss including noncontrolling interest to net cash provided by (used in) operating activities:
Stock compensation expense		21,000			-
Investment loss from subsidiaries		4,294,992			1,504,430
Changes in assets and liabilities:
Prepayments and other receivable		(39,869	)		-
Accrued expenses and other payables		96,500			3,001
Net cash used in operating activities		(511,693	)		(355,822	)
Cash flows from investing activities:
Investment into subsidiary		(1,360,000	)		-
Net cash used in investing activities		(1,360,000	)				-
Cash flows from financing activities:
Proceeds from issuance of common stock		931,000			-
Due to related party		39,000			-
Net cash provided by financing activities		970,000			-
Net (decrease) increase in cash and restricted cash		(901,693	)		(355,822	)
Cash and restricted cash, beginning of period		915,735			1,271,557
Cash and restricted cash, end of period	$	14,042		$	915,735
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

Investment in subsidiaries in the parent company’s balance sheet at June 30, 2021 and 2020 is stated at cost plus equity in undistributed earnings of subsidiaries and VIE. The parent company’s share of net income and net loss of its subsidiaries and VIE is included in the statement of operations of the parent company for the years ended June 30, 2021 and 2020.

As of June 30, 2021 and 2020, the parent company has no purchase commitment, capital commitment and operating lease commitment.

The ability of the parent company’s Chinese operating subsidiaries to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries. As a significant portion of the Company’s operations and revenues are conducted and generated in the PRC, a significant portion of the revenues being earned and currency received are denominated in RMB. RMB is subject to the exchange control regulation in the PRC and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict the Company’s ability to convert RMB into US Dollars. 

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Subsequent Events

12 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

On July 20, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors an aggregate of 2,436,904 shares (the “Shares”) of common stock of the Company at a purchase price of $3.48 per share. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-239183), which was declared effective by the SEC on June 25, 2020.

Concurrently with the sale of the Shares, pursuant to the Purchase Agreement the Company also sold warrants to purchase 1,096,608 shares of common stock (the “Warrants”) to such investors in a concurrent private placement. The Company sold the Shares and the Warrants for aggregate gross proceeds of approximately $8,480,426, before commissions and expenses. Subject to certain beneficial ownership limitations, the Warrants will be immediately exercisable at an exercise price equal to $4.48 per share, subject to adjustments as provided under the terms of the Warrants, and will terminate on the two and one-half year anniversary following the initial exercise date of the Warrants. The warrants issued in this financing will be classified as equity instruments.

The closing of the sales of these securities under the Purchase Agreement took place on July 22, 2021. The net proceeds from the transactions were approximately $7,636,796, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes, and for the repayment of debt.

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Accounting Policies, by Policy (Policies)

12 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

GOING CONCERN

GOING CONCERN

The accompanying consolidated financial statements (CFS) were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the years ended June 30, 2021 and 2020, the Company had a net loss of $4.64 million and $1.86 million, respectively. The Company had an accumulated deficit of $12.06 million as of June 30, 2021 and negative cash flow from operating activities of $3.95 million and $4.57 million for the years ended June 30, 2021 and 2020. The historical operating results indicate the Company has recurring losses from operations which raise the question related to the Company’s ability to continue as a going concern.. There can be no assurance the Company will become profitable or obtain necessary financing for its business or that it will be able to continue in business. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. As discussed in Note 13, on July 20, 2021, the Company sold 2,436,904 shares of common stock at $3.48 per share. The net proceeds from the transactions were approximately $7,636,796, after deducting offering costs, which mitigates the liquidity concern and the initial doubt about the Company’s ability to continue as a going concern.

The Company continues to improve and upgrade the safe campus, smart community and other smart systems, and formed a new business model, providing online shopping and other value-added services; the Company also provides artificial intelligence payment products and services based on face recognition for more institutional customers; and set up a 5G messaging project company to release new 5G messaging products. The Company generates revenue from its core business as well as the expansion of new businesses and services. Management also intends to raise additional funds by way of private or public offerings, or by obtaining loans from banks or others, which are planned to be used altogether with operating turnover to support Company’s research and development (“R&D”), procurement, marketing and daily operation, while the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. On June 25, 2020, the Company’s registration statement on Form S-3 was declared effective by Securities and Exchange Commission (“SEC”). The Company may from time to time issue up to $100,000,000 of common stock, debt securities, warrants or units of securities. The Company will describe the plan of distribution for any particular offering of these securities in the applicable prospectus supplement. There can be no assurance the Company will be successful in any future fund raising.

BASIS OF PRESENTATION AND CONSOLIDATION

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying CFS were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding consolidated financial reporting. The accompanying CFS include the financial statements of the Company and its 100% owned subsidiaries “Shuhai Skill (HK)”, and “Tianjin Information”, and its VIE, Shuhai Beijing, and Shuhai Beijing’s 100% owned subsidiaries – Xunrui, Guozhong Times, Guohao Century, Guozhong Haoze, and Jingwei, and Guohao Century’s 69.81% owned subsidiary – Zhangxun, and Shuhai Beijing’s 99% owned subsidiary - Shuhai Nanjing. All significant inter-company transactions and balances were eliminated in consolidation. The chart below depicts the corporate structure of the Company as of the date of this report.

VARIABLE INTEREST ENTITY

VARIABLE INTEREST ENTITY

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is required to include in its CFS, the financial statements of Shuhai Beijing, its VIE. ASC 810 requires a VIE to be consolidated if the Company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. A VIE is an entity in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company is the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. Shuhai Beijing’s actual stockholders do not hold any kick-out rights that affect the consolidation determination.

Through the VIE agreements, the Company is deemed the primary beneficiary of Shuhai Beijing and its subsidiaries. Accordingly, the results of Shuhai Beijing and its subsidiaries were included in the accompanying CFS. Shuhai Beijing has no assets that are collateral for or restricted solely to settle their obligations. The creditors of Shuhai Beijing do not have recourse to the Company’s general credit.

VIE Agreements

Operation and Intellectual Property Service Agreement – This agreement was entered on October 20, 2015 and allows Tianjin Information to manage and operate Shuhai Beijing and collect 100% of its net profits. Under the terms of the Operation and Intellectual Property Service Agreement, Shuhai Beijing entrusts Tianjin Information to manage its operations, manage and control its assets and financial matters, and provide intellectual property services, purchasing management services, marketing management services and inventory management services to Shuhai Beijing. Shuhai Beijing and its shareholders shall not make any decisions nor direct the activities of Shuhai Beijing without Tianjin Information’s consent.

Shareholders’ Voting Rights Entrustment Agreement – Tianjin Information entered into a shareholders’ voting rights entrustment agreement (the “Entrustment Agreement”) on October 27, 2015, under which Zhixin Liu and Fu Liu (collectively the “Shuhai Beijing Shareholders”) vested their voting power in Shuhai Beijing to Tianjin Information or its designee(s). The Entrustment Agreement does not have an expiration date.

Equity Option Agreement – the Shuhai Beijing Shareholders and Tianjin Information entered into an equity option agreement (the “Option Agreement”) on October 27, 2015, pursuant to which the Shuhai Beijing Shareholders granted Tianjin Information or its designee(s) the irrevocable right and option to acquire all or a portion of Shuhai Beijing Shareholders’ equity interests in Shuhai Beijing for RMB 0.001 for each capital contribution of RMB1.00. Pursuant to the terms of the Option Agreement, Tianjin Information and the Shuhai Beijing shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information under the option Agreement. Tianjin Information agreed to pay RMB1.00 annually to Shuhai Beijing Shareholders to maintain the option rights. Tianjin Information may terminate the Option Agreement upon written notice. The Option Agreement is valid for 10 years from the effective date and renewable at Tianjin Information’s option.

Equity Pledge Agreement – Tianjin Information and the Shuhai Beijing Shareholders entered into an equity pledge agreement on October 27, 2015 (the “Equity Pledge Agreement”). The Equity Pledge Agreement guarantees the performance by Shuhai Beijing of its obligations under the Operation and Intellectual Property Service Agreement and the Option Agreement. Pursuant to the Equity Pledge Agreement, Shuhai Beijing Shareholders pledged all of their equity interests in Shuhai Beijing to Tianjin Information. Tianjin Information has the right to collect any and all dividends paid on the pledged equity interests during the pledge period. Pursuant to the terms of the Equity Pledge Agreement, the Shuhai Beijing Shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information. Upon an event of default or certain other agreed events under the Operation and Intellectual Property Service Agreement, the Option Agreement and the Equity Pledge Agreement, Tianjin Information may exercise the right to enforce the pledge.

There are no restrictions on assets of the VIE for payment of dividends to shareholders of the Company. As of this report date, there was no dividends paid from the VIE to the US parent company or the shareholders of the Company. There has been no change in facts and circumstances to consolidate the VIE. The following financial statement amounts and balances of the VIE were included in the accompanying CFS as of June 30, 2021 and June 30, 2020, and for the years ended June 30, 2021 and 2020, respectively.

	June 30, 2021		June 30, 2020
Cash	$	26,916	$	149,511
Accounts receivable		1,856		1,119
Inventory		9,522		9,787
Other receivables		489,780		694,419
Other current assets		139,295		40,485
Total current assets		667,369		895,321
Property and equipment, net		167,194		222,312
Intangible asset, net		10,984		9,443
Right-of-use asset, net		442,441		692,782
Other non-current assets		16,816		-
Total non-current assets		637,435		924,537
Total assets	$	1,304,804	$	1,819,858
Accounts payable	$	12,887	$	11,759
Accrued liabilities and other payables		559,389		237,062
Lease liability		256,676		346,629
Loans payable		1,455,860		-
Other current liabilities		268,527		23,213
Total current liabilities		2,553,339		618,663
Lease liability - noncurrent		79,676		341,273
Total non-current liabilities		79,676		341,273
Total liabilities	$	2,633,015	$	959,936

	Year Ended June 30, 2021			Year Ended June 30, 2020
Revenues	$	174,804		$	1,414,781
Gross profit	$	93,963		$	1,312,638
Net loss	$	(3,098,147	)	$	(580,767	)

USE OF ESTIMATES

USE OF ESTIMATES 

The preparation of CFS in conformity with US GAPP 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, the estimated useful life and residual value of property, plant and equipment, provision for staff benefits, recognition and measurement of deferred income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the consolidated financial statements.

CONTINGENCIES

CONTINGENCIES

Certain conditions may exist as of the date the CFS are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s CFS.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of June 30, 2021 and 2020, the Company has no such contingencies.

CASH AND EQUIVALENTS

CASH AND EQUIVALENTS

Cash and equivalents include cash on hand, demand deposits and short-term cash investments that are highly liquid in nature and have original maturities when purchased of three months or less.

RESTRICTED CASH / ESCROW

RESTRICTED CASH / ESCROW

Restricted cash is cash held in an indemnification escrow account under requirements of the financing agreement signed with the underwriter of the Company’s initial public offering for 18 months or longer subsequent to the closing of the initial public offering on December 21, 2018, but in no event it shall be held in escrow for longer than 24 months. The restricted cash was released during the year ended June 30, 2021.

INVENTORY

INVENTORY

Inventory is comprised principally of intelligent temperature measurement face recognition terminal, identity information recognition products, and is valued at the lower of cost or net realizable value. The value of inventory is determined using the first-in, first-out method. The Company periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts are reported net of such allowances. There were $59,187 and $44,237 allowances for slow-moving and obsolete inventory (mainly for Smart-Student Identification cards) as of June 30, 2021 and 2020, respectively.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method over estimated useful lives as follows:

Furniture and fixtures	3-5 years
Office equipment	3-5 years
Vehicles	5 years
Lease improvement	3 years

Leasehold improvements are depreciated utilizing the straight-line method over the shorter of their estimated useful lives or remaining lease term.

INTANGIBLE ASSETS

INTANGIBLE ASSETS

Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the Company’s intangible assets are subject to amortization. No impairment of intangible assets has been identified as of the balance sheet date.

Intangible assets include licenses, certificates, patents and other technology and are amortized over their useful life of three years.

FAIR VALUE (“FV”) OF FINANCIAL INSTRUMENTS

FAIR VALUE (“FV”) OF FINANCIAL INSTRUMENTS

The carrying amounts of certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

FAIR VALUE MEASUREMENTS AND DISCLOSURES

FAIR VALUE MEASUREMENTS AND DISCLOSURES

FASB ASC Topic 820, “Fair Value Measurements,” defines FV, and establishes a three-level valuation hierarchy for disclosures that enhances disclosure requirements for FV measures. The three levels are defined as follows:

● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement.

The carrying value of the Company’s short-term financial instruments, such as cash, accounts receivable, prepaid expenses, accounts payable, advance from customers, accrued expenses and other payables approximate their FV due to their short maturities.

As of June 30, 2021 and 2020, the Company did not identify any assets or liabilities required to be presented on the balance sheet at FV.

IMPAIRMENT OF LONG-LIVED ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset.

If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its FV. FV generally is determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Assets to be disposed of are reported at the lower of the carrying amount or FV less cost to sell. For the years ended June 30, 2021 and 2020, there was no impairment loss recognized on long-lived assets.

Unearned Revenue

UNEARNED REVENUE

The Company records payments received from customers in advance of their orders as unearned revenue, mainly consisting of order deposits from 5G products customers and sales agencies. These orders normally are delivered based upon contract terms and customer demand.

DEFERRED REVENUE

DEFERRED REVENUE

Deferred revenue consists primarily of local government’s financial support under “2020 Harbin Eyas Plan” to Xunrui for technology innovation of developing the Intelligent Campus Security Management Platform. The Company will record the grant as income when it passes local government’s inspection of the project.

LEASES

LEASES

On July 1, 2019, the Company adopted FASB ASC Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after July 1, 2019 are presented under FASB ASC Topic 842, while prior period amounts were not adjusted and continue to be reported in accordance with its historical accounting under FASB ASC Topic 840.

The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to keep leases with an initial term of 12 months or less off its balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

The adoption did not impact the Company’s beginning accumulated deficit, or its prior year consolidated statement of operations and statement of cash flows.

Under FASB ASC Topic 842, the Company determines if an arrangement is a lease at inception. Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2021 and 2020.

Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets. At June 30, 2021, the net ROU was $1,350,590 for the operating leases of the Company’s offices in various cities of China and senior officers’ dormitory in Beijing. At June 30, 2021, total operating lease liabilities (includes current and noncurrent) was $1,288,924, which was for the operating leases of the Company’s offices in various cities of China and senior officers’ dormitory in Beijing.

Unearned Revenue

REVENUE RECOGNITION

The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606).

The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent 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. This will require the Company identify 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. The Company’s revenue streams are recognized when control of goods and services transferred to a customer.

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (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 each performance obligation.

The Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon delivery of services and products. Persuasive evidence of an arrangement is demonstrated via product sale contracts and professional service contracts and invoices; and the product selling price and the service price to the customer is fixed upon acceptance of the contract. The Company recognizes revenue when the customer receives the products and passes the inspection and when professional service is rendered to the customer, and collectability of payment is probable. These revenues are recognized at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged to customers. All the revenue for the years ending June 30, 2021 and 2020 were from the sale of the products.

INCOME TAXES

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income.  As of June 30, 2021, the Company had no unrecognized tax benefits and no charges during the year ended June 30, 2021, and accordingly, the Company did not recognize any interest or penalties related to unrecognized tax benefits. There was no accrual for uncertain tax positions as of June 30, 2021. The Company files a U.S. income tax return. With few exceptions, the Company’s U.S. income tax returns filed for the years ending on June 30, 2017 and thereafter are subject to examination by the relevant taxing authorities.

RESEARCH AND DEVELOPMENT EXPENSES

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are expensed in the period when incurred. These costs primarily consist of cost of materials used, salaries paid for the Company’s development department, and fees paid to third parties.

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS

The Company follows FASB ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI (previously referred to as minority interests) be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to non-controlling interests even when such allocation might result in a deficit balance. 

The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed an non-controlling interest’s interests in the subsidiary’s equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.

As of June 30, 2021, Zhangxun was 30.19% owned by noncontrolling interest, and Shuhai Nanjing was 1% owned by noncontrolling interest. During the year ended June 30, 2021, the Company had loss of $235,839 and $0 attributable to the noncontrolling interest for the six months ended June 30, 2021 and 2020, respectively.

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK 

The Company maintains cash in accounts with state-owned banks within the PRC. Cash in state-owned banks less than RMB500,000 ($76,000) is covered by insurance. Should any institution holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts. Cash denominated in RMB with a U.S. dollar equivalent of $32,687 and $733,849 at June 30, 2021 and 2020, respectively, was held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies.

Cash held in accounts at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation or other programs subject to certain limitations up to $250,000 per depositor. As of June 30, 2021, cash of $14,042 was maintained at U.S. financial institutions. Cash was maintained at financial institutions in Hong Kong, and were insured by the Hong Kong Deposit Protection Board up to a limit of HK $500,000 ($64,000). As of June 30, 2021, the cash balance of $2,948 was maintained at financial institutions in Hong Kong. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.

FOREIGN CURRENCY TRANSLATION AND COMPREHENSIVE INCOME (LOSS)

FOREIGN CURRENCY TRANSLATION AND COMPREHENSIVE INCOME (LOSS)

The accounts of the Company’s Chinese entities are maintained in RMB and the accounts of the U.S. parent company are maintained in United States dollar (“USD”) The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations.

The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income(loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders.

The exchange rates used to translate amounts in RMB to USD for the purposes of preparing the CFS were as follows

	June 30,		June 30,
	2021		2020
Period end USD: RMB exchange rate		6.4601		7.0795
Average USD: RMB exchange rate		6.6273		7.0199

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (EPS)

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (EPS) 

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to have been exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the years ended June 30, 2021 and 2020, the Company’s basic and diluted loss per share are the same due to the outstanding warrants being anti-dilutive as a result of the Company’s net loss. 101,500 warrants were anti-dilutive for the years ended June 30, 2021 and 2020.

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS 

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts shown on the statement of cash flows may not necessarily agree with changes in the corresponding asset and liability on the balance sheet.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

The Company is an emerging growth company and has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The adoption of ASU 2019-12 will not have a significant impact on the Company’s financial statements as the Company does not have inter period tax allocation, deferred taxes for outside basis differences, tax benefit for interim losses amongst other things.

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 (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s CFS presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).  ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument.  An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.  The adoption of ASU 2021-04 is not expected to have any impact on the Company’s CFS presentation or disclosures. 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of balances sheet

	June 30, 2021		June 30, 2020
Cash	$	26,916	$	149,511
Accounts receivable		1,856		1,119
Inventory		9,522		9,787
Other receivables		489,780		694,419
Other current assets		139,295		40,485
Total current assets		667,369		895,321
Property and equipment, net		167,194		222,312
Intangible asset, net		10,984		9,443
Right-of-use asset, net		442,441		692,782
Other non-current assets		16,816		-
Total non-current assets		637,435		924,537
Total assets	$	1,304,804	$	1,819,858
Accounts payable	$	12,887	$	11,759
Accrued liabilities and other payables		559,389		237,062
Lease liability		256,676		346,629
Loans payable		1,455,860		-
Other current liabilities		268,527		23,213
Total current liabilities		2,553,339		618,663
Lease liability - noncurrent		79,676		341,273
Total non-current liabilities		79,676		341,273
Total liabilities	$	2,633,015	$	959,936

Schedule of consolidating statements of income information

	For the Years Ended June 30,
	2021			2020
Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
Selling expenses		-			-
General and administrative expenses		588,562			361,855
Total operating expenses		588,562			361,855
Other income (expenses):
Investment loss in subsidiaries		(4,294,992	)		(1,504,430	)
Other expense		(1,185	)		(805	)
Interest income		423			8,995
Total other (expenses) income, net		(4,295,754	)		(1,496,240	)
Income tax		-			5,158
Loss before noncontrolling interest		(4,884,316	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		(235,839	)		-
Net loss to the Company		(4,648,477	)		(1,863,253	)
Foreign currency translation gain (loss) attributable to the Company		103,043			(19,699	)
Foreign currency translation loss attributable to noncontrolling interest		(6,104	)		-
Comprehensive loss attributable to the Company	$	(4,545,434	)	$	(1,882,952	)
Comprehensive loss attributable to noncontrolling interest	$	(241,943	)	$	-

Schedule of consolidating balance sheets information

	June 30, 2021			June 30, 2020
Cash	$	14,042		$	315,735
Prepayments and other receivables		70,520			-
Long term investment in subsidiaries		132,400			2,970,453
Restricted cash / escrow		-			600,000
Total Assets	$	216,961		$	3,886,188
Accrued expenses and other payables	$	100,250		$	3,752
Due to related party		39,000			-
Total liabilities		139,250			3,752
Noncontrolling interest		(241,943	)		-
Common stock		21,474			20,944
Additional paid-in capital		12,086,788			11,104,666
Accumulated other comprehensive income		273,250			170,207
Retained earnings (accumulated deficit)		(12,061,858	)		(7,413,381	)
Total Company Stockholders’ Equity		77,711			3,882,436
Total Liabilities and Equity	$	216,961		$	3,886,188

Schedule of consolidating cash flows information

	For the Years Ended
	June 30,
	2021			2020
CASH FLOW FROM OPERATIONG ACTIVITIES:
Loss including noncontrolling interest	$	(4,884,316	)	$	(1,863,253	)
Adjustments to reconcile loss including noncontrolling interest to net cash provided by (used in) operating activities:
Stock compensation expense		21,000			-
Investment loss from subsidiaries		4,294,992			1,504,430
Changes in assets and liabilities:
Prepayments and other receivable		(39,869	)		-
Accrued expenses and other payables		96,500			3,001
Net cash used in operating activities		(511,693	)		(355,822	)
Cash flows from investing activities:
Investment into subsidiary		(1,360,000	)		-
Net cash used in investing activities		(1,360,000	)				-
Cash flows from financing activities:
Proceeds from issuance of common stock		931,000			-
Due to related party		39,000			-
Net cash provided by financing activities		970,000			-
Net (decrease) increase in cash and restricted cash		(901,693	)		(355,822	)
Cash and restricted cash, beginning of period		915,735			1,271,557
Cash and restricted cash, end of period	$	14,042		$	915,735
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

Schedule of depreciation of property and equipment

Furniture and fixtures	3-5 years
Office equipment	3-5 years
Vehicles	5 years
Lease improvement	3 years

Schedule of exchange rates used to translate amounts

	June 30,		June 30,
	2021		2020
Period end USD: RMB exchange rate		6.4601		7.0795
Average USD: RMB exchange rate		6.6273		7.0199

Consolidated Entity Excluding Variable Interest Entities (VIE) [Member]

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of balances sheet

	Year Ended June 30, 2021			Year Ended June 30, 2020
Revenues	$	174,804		$	1,414,781
Gross profit	$	93,963		$	1,312,638
Net loss	$	(3,098,147	)	$	(580,767	)

Schedule of consolidating statements of income information

	Year Ended June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Revenue	$	-		$	58,870		$	434,851		$	(318,583	)	$	175,138
Cost of Revenue		-			243,728			153,002			(315,595	)		81,135
Gross profit (loss)		-			(184,858	)		281,849			(2,988	)		94,003
Operating expenses		588,562			951,916			3,414,811			-			4,955,289
Loss from operations		(588,562	)		(1,136,774	)		(3,132,962	)		(2,988	)		(4,861,286	)
Other expenses, net		(762	)		(12,117	)		(10,151	)		-			(23,030	)
Provision for income tax		-			-			-			-			-
Loss before noncontrolling interest		(589,324	)		(1,148,891	)		(3,143,113	)		(2,988	)		(4,884,316	)
Less: loss attributable to noncontrolling interest		-			-			(235,839	)		-			(235,839	)
Net loss	$	(589,324	)	$	(1,148,891	)	$	(2,907,274	)	$	(2,988	)	$	(4,648,477	)

	Year Ended June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Revenue	$	-		$	352,981		$	2,317,127		$	(1,255,328	)	$	1,414,780
Cost of Revenue		-			897,602			255,319			(1,006,541	)		146,380
Gross profit (loss)		-			(544,621	)		2,061,808			(248,787	)		1,268,400
Operating expenses		361,854			910,487			1,901,112			-			3,173,453
Income (loss) from operations		(361,854	)		(1,455,108	)		160,696			(248,787	)		(1,905,053	)
Other income (expenses), net		8,190			40,142			(1,374	)		-			46,958
Income tax expense		5,158			-			-			-			5,158
Income (loss) before noncontrolling interest		(358,822	)		(1,414,966	)		159,322			(248,787	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		-			-			-			-			-
Net loss	$	(358,822	)	$	(1,414,966	)	$	159,322		$	(248,787	)	$	(1,863,253	)

Schedule of consolidating balance sheets information

	As of June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Cash	$	14,042		$	8,718		$	26,916		$	-		$	49,676
Accounts receivable		-			501,288			1,856			(501,288	)		1,856
Inventory		-			202,792			210,894			(219,422	)		194,264
Other current asset		70,520			6,627,136			443,471			(6,500,938	)		640,189
Total current asset		84,562			7,339,934			683,137			(7,221,648	)		885,985
Property and equipment, net		-			142,215			167,193			-			309,408
Intangible asset, net		-			1,081,163			10,984			-			1,092,147
Right of use asset, net		-			908,149			442,441			-			1,350,590
Other-non-current asset		5,860,480			88,744			168,243			(5,860,480	)		256,987
Total Non-current asset		5,860,480			2,220,271			788,861			(5,860,480	)		3,009,132
Total Asset	$	5,945,042		$	9,560,205		$	1,471,998		$	(13,082,128	)	$	3,895,117
Accounts payable	$	99,500		$	62,332		$	514,175		$	(501,289	)	$	174,718
Lease liability		-			473,509			256,676			-			730,185
Loan payable		-			30,959			1,455,860			-			1,486,819
Other current liabilities		39,750			207,768			7,187,837			(6,568,410	)		866,945
Total current liabilities		139,250			774,568			9,414,548			(7,069,699	)		3,258,667
Lease liability-NC		-			479,063			79,676			-			558,739
Total non-current liabilities		-			479,063			79,676			-			558,739
Total liabilities		139,250			1,253,631			9,494,224			(7,069,699	)		3,817,406
Accumulated deficit		(937,751	)		(2,686,249	)		(8,179,987	)		(257,870	)		(12,061,858	)
Other equity		6,743,543			10,992,823			157,761			(5,754,559	)		12,139,569
Total equity		5,805,792			8,306,574			(8,022,226	)		(6,012,429	)		77,711
Total Liability and stockholders’ equity	$	5,945,042		$	9,560,205		$	1,471,998		$	(13,082,128	)	$	3,895,117

	As of June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Cash	$	915,735		$	600,690		$	149,511		$	-		$	1,665,936
Accounts receivable		-			395,508			1,119			(395,508	)		1,119
Inventory		-			111,894			193,540			(200,224	)		105,210
Other current asset		-			6,353,427			734,905			(4,962,074	)		2,126,258
Total current asset		915,735			7,461,519			1,079,075			(5,557,806	)		3,898,523
Property and equipment, net		-			68,719			222,312			-			291,031
Intangible asset, net		-			11,250			9,444			-			20,694
Right of use asset, net		-			10,170			692,782			-			702,952
Other-non-current asset		4,500,480			-			-			(4,500,480	)		-
Total Non-current asset		4,500,480			90,139			924,538			(4,500,480	)		1,014,677
Total Asset	$	5,416,215		$	7,551,658		$	2,003,613		$	(10,058,286	)	$	4,913,200
Accounts payable	$	-		$	35,214		$	407,269		$	(395,508	)	$	46,975
Lease liability		-			-			346,629			-			346,629
Loan payable		-			-			-			-			-
Other current liabilities		3,750			31,861			5,222,347			(4,962,071	)		295,887
Total current liabilities		3,750			67,075			5,976,245			(5,357,579	)		689,491
Lease liability-NC		-			-			341,273			-			341,273
Total non-current liabilities		-			-			341,273			-			341,273
Total liabilities		3,750			67,075			6,317,518			(5,357,579	)		1,030,764
Accumulated deficit		(348,426	)		(1,537,359	)		(5,269,725	)		(257,870	)		(7,413,381	)
Other equity		5,760,891			9,021,942			955,820			(4,442,837	)		11,295,817
Total equity		5,412,465			7,484,583			(4,313,905	)		(4,700,707	)		3,882,436
Total Liability and stockholders’ equity	$	5,416,215		$	7,551,658		$	2,003,613		$	(10,058,286	)	$	4,913,200

Schedule of consolidating cash flows information

	Year Ended June 30, 2021
	PARENT			SUBSIDIARIES			VIE			Eliminations			Consolidated
Net cash (used in)/provided by operating activities	$	(511,693	)	$	(1,082,949	)	$	(2,389,879	)	$	36,172		$	(3,948,349	)
Net cash (used in)/provided by investing activities		(1,360,000	)		(105,907	)		(62,777	)		1,360,000			(168,685	)
Net cash (used in)/provided by financing activities		970,000			565,766			2,319,182			(1,406,101	)		2,448,847
Net increase in cash and cash equivalents	$	(901,693	)	$	(583,074	)	$	(122,595	)	$	(8,898	)	$	(1,616,260	)

	Year Ended June 30, 2020
	PARENT			SUBSIDIARIES			VIE			Eliminations		Consolidated
Net cash (used in)/provided by operating activities	$	(355,822	)	$	(2,789,559	)	$	(1,427,971	)	$	-	$	(4,573,352	)
Net cash (used in)/provided by investing activities		-			(78,551	)		(228,262	)		-		(306,813	)
Net cash (used in)/provided by financing activities		-			(533,101	)		443,235			5,024		(84,842	)
Net increase in cash and cash equivalents	$	(355,822	)	$	(3,406,201	)	$	(1,244,678	)	$	-	$	(5,006,701	)

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Property and Equipment (Tables)

12 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	June 30, 2021		June 30, 2020
Furniture and fixtures	$	115,507	$	71,778
Vehicle		3,096		2,825
Leasehold improvement		242,643		203,751
Office equipment		246,910		174,253
Subtotal		608,156		452,607
Less: accumulated depreciation		298,748		161,576
Total	$	309,408	$	291,031

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Intangible Assets (Tables)

12 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	June 30, 2021		June 30, 2020
Software registration right	$	58,157	$	36,705
Patent		33,634		22,578
Software development (see Note 5)		1,100,000		-
Value-added telecommunications business license		16,249		14,827
Subtotal		1,208,040		74,110
Less: Accumulated amortization		115,893		53,416
Total	$	1,092,147	$	20,694

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Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Jun. 30, 2021

Prepaid Expense and Other Assets [Abstract]

Schedule of prepaid expenses and other current assets

	June 30, 2021		June 30, 2020
Security deposit	$	6,956	$	156,023
Prepaid expenses		53,944		-
Prepaid software development		50,000		1,200,000
Prepaid insurance		39,868		-
Prepayment for inventory from Heqin		-		101,252
Other receivables - Heqin		569,651		522,636
Others		33,021		76,572
Total		753,440		-
Less: allowance for other receivables - Heqin		284,825		-
Total	$	468,615	$	2,056,483

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Accrued Expenses and Other Payables (Tables)

12 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses and other payables

	June 30, 2021		June 30, 2020
Other payables	$	186,954	$	97,119
Senior officer’s salary payable		204,332		93,227
Salary payable - employees		170,388		84,588
Total	$	561,674	$	274,934

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Common Stock and Warrants (Tables)

12 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of activities of warrants

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at July 1, 2019		101,500	$	6.00		4.47
Exercisable at July 1, 2019		101,500	$	6.00		4.47
Granted		-
Exercised		-
Forfeited		-
Expired		-
Outstanding at June 30, 2020		101,500		6.00		3.47
Exercisable at June 30, 2020		101,500		6.00		3.47
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at June 30, 2021		101,500	$	6.00		2.47
Exercisable at June 30, 2021		101,500	$	6.00		2.47

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Income Taxes (Tables)

12 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of effective tax rate

	2021			2020
US federal statutory rates		(21.0	)%		(21.0	)%
Tax rate difference – current provision		(3.3	)%		(0.2	)%
Permanent difference			%		(0.3	)%
Effect of PRC tax holiday		3.0	%		(1.4	)%
Valuation allowance		21.3	%		23.2	%
Under accrual of prior year income tax of parent company		-	%		(0.3	)%
Effective tax rate		-	%		-	%

Schedule of income tax expense (benefit)

	2021			2020
Income tax expense – current	$			$	5,158
Income tax expense – deferred		(920,120	)		2,610
Increase (decrease) in valuation allowance		920,120			(2,610	)
Total income tax expense	$	-		$	5,158

Schedule of deferred tax asset

	June 30, 2021			June 30, 2020
Deferred tax asset
Net operating loss	$	1,841,786		$	1,048,593
R&D expense		123,750			115,500
Accrued expense of officers’ salary		29,876			13,984
Depreciation and amortization		3,502			8,219
Bad debt expense		69,410			-
Social security and insurance		29,949			-
Inventory impairment		14,423			10,966
ROU		4,686			-
Total		2,117,382			1,197,262
Less: valuation allowance		(2,117,382	)		(1,197,262	)
Net deferred tax asset	$	-		$	-

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Commitments (Tables)

12 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease costs, lease term and discount rate of office lease

	Year Ended June 30, 2021		Year Ended June 30, 2020
Operating lease expense	$	809,630	$	192,891

	June 30, 2021
Right-of-use assets	$	1,350,590
Lease liabilities - current		730,185
Lease liabilities - noncurrent		558,739
Weighted average remaining lease term		1.71 years
Weighted average discount rate		5.00	%

Schedule of maturities of the operating lease liabilities

12 Months Ending June 30,	Minimum Lease Payment
2022	$	730,185
2023		540,804
2024		32,831
Total undiscounted cash flows		1,303,819
Less: imputed interest		(14,895	)
Present value of lease liabilities	$	1,288,924

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Parent Company Financials (Tables)

12 Months Ended

Jun. 30, 2021

Condensed Financial Information Disclosure [Abstract]

Schedule of balance sheet

	June 30, 2021			June 30, 2020
Cash	$	14,042		$	315,735
Prepayments and other receivables		70,520			-
Long term investment in subsidiaries		132,400			2,970,453
Restricted cash / escrow		-			600,000
Total Assets	$	216,961		$	3,886,188
Accrued expenses and other payables	$	100,250		$	3,752
Due to related party		39,000			-
Total liabilities		139,250			3,752
Noncontrolling interest		(241,943	)		-
Common stock		21,474			20,944
Additional paid-in capital		12,086,788			11,104,666
Accumulated other comprehensive income		273,250			170,207
Retained earnings (accumulated deficit)		(12,061,858	)		(7,413,381	)
Total Company Stockholders’ Equity		77,711			3,882,436
Total Liabilities and Equity	$	216,961		$	3,886,188

Schedule of income statements

	For the Years Ended June 30,
	2021			2020
Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
Selling expenses		-			-
General and administrative expenses		588,562			361,855
Total operating expenses		588,562			361,855
Other income (expenses):
Investment loss in subsidiaries		(4,294,992	)		(1,504,430	)
Other expense		(1,185	)		(805	)
Interest income		423			8,995
Total other (expenses) income, net		(4,295,754	)		(1,496,240	)
Income tax		-			5,158
Loss before noncontrolling interest		(4,884,316	)		(1,863,253	)
Less: loss attributable to noncontrolling interest		(235,839	)		-
Net loss to the Company		(4,648,477	)		(1,863,253	)
Foreign currency translation gain (loss) attributable to the Company		103,043			(19,699	)
Foreign currency translation loss attributable to noncontrolling interest		(6,104	)		-
Comprehensive loss attributable to the Company	$	(4,545,434	)	$	(1,882,952	)
Comprehensive loss attributable to noncontrolling interest	$	(241,943	)	$	-

Schedule of cash flow statements

	For the Years Ended
	June 30,
	2021			2020
CASH FLOW FROM OPERATIONG ACTIVITIES:
Loss including noncontrolling interest	$	(4,884,316	)	$	(1,863,253	)
Adjustments to reconcile loss including noncontrolling interest to net cash provided by (used in) operating activities:
Stock compensation expense		21,000			-
Investment loss from subsidiaries		4,294,992			1,504,430
Changes in assets and liabilities:
Prepayments and other receivable		(39,869	)		-
Accrued expenses and other payables		96,500			3,001
Net cash used in operating activities		(511,693	)		(355,822	)
Cash flows from investing activities:
Investment into subsidiary		(1,360,000	)		-
Net cash used in investing activities		(1,360,000	)				-
Cash flows from financing activities:
Proceeds from issuance of common stock		931,000			-
Due to related party		39,000			-
Net cash provided by financing activities		970,000			-
Net (decrease) increase in cash and restricted cash		(901,693	)		(355,822	)
Cash and restricted cash, beginning of period		915,735			1,271,557
Cash and restricted cash, end of period	$	14,042		$	915,735
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

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Organization and Description of Business (Details) - $ / shares							1 Months Ended
	Jan. 07, 2020	Jan. 03, 2020	May 01, 2018	Oct. 27, 2016	Oct. 29, 2015	May 26, 2015	Oct. 29, 2020	Jun. 30, 2021	Nov. 19, 2020	Nov. 16, 2020	Jun. 30, 2020	Dec. 03, 2019
Organization and Description of Business (Details) [Line Items]
Number of new share issued (in Shares)							520,000
Common stock, par value (in Dollars per share)								$ 0.001			$ 0.001
Common stock, issued (in Shares)								21,474,138			20,943,846
Reverse stock split, description			On May 1, 2018, the Company implemented a 1 for 3 reverse stock split decreasing the shares outstanding from 57,511,711 to 19,170,846.
Shuhai Skill (HK) [Member]
Organization and Description of Business (Details) [Line Items]
Business combination consideration transferred, description					the Company entered into a share exchange agreement (the “Exchange Agreement”) with the shareholders (the “Shareholders”) of Shuhai Information Skill (HK) Limited (“Shuhai Skill (HK)”), a limited liability company (“LLC”) incorporated on May 15, 2015 under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “PRC”). Pursuant to the terms of the Exchange Agreement, the Shareholders, who own 100% of Shuhai Skill (HK), transferred all of the issued and outstanding ordinary shares of Shuhai Skill (HK) to the Company for 6,666,667 shares of Common Stock, causing Shuhai Skill (HK) and its wholly owned subsidiaries, Tianjin Information Sea Information Technology Co., Ltd. (“Tianjin Information”), an LLC incorporated under the laws of the PRC, and Harbin Information Sea Information Technology Co., Ltd., an LLC incorporated under the laws of the PRC, to become wholly-owned subsidiaries of the Company; and Shuhai Information Technology Co., Ltd., also an LLC incorporated under the laws of the PRC (“Shuhai Beijing”), to become a variable interest entity (“VIE”) of the Company through a series of contractual agreements between Shuhai Beijing and Tianjin Information. The transaction was accounted for as a reverse merger, with Shuhai Skill (HK) and its subsidiaries being the accounting survivor. Accordingly, the historical financial statements presented are those of Shuhai Skill (HK) and its consolidated subsidiaries and VIE.
Common stock, issued (in Shares)					18,333,333
Common stock, outstanding (in Shares)					15,000,000
Ms. Liu [Member]
Organization and Description of Business (Details) [Line Items]
Number of new share issued (in Shares)				1,666,667
Zhixin Liu [Member]
Organization and Description of Business (Details) [Line Items]
Number of new share issued (in Shares)						6,666,667
Common stock, par value (in Dollars per share)						$ 0.001
Ownership Percentage					82.00%
Shuhai Beijing [Member]
Organization and Description of Business (Details) [Line Items]
Ownership Percentage												99.00%
Equity transfer agreements, description	Pursuant to this equity transfer agreement, the Director, the President and the unrelated individual each agreed to transfer his 51%, 16%, 33% ownership interests, in Guozhong Haoze (Beijing) Technology Ltd. (“Guozhong Haoze”) to Shuhai Beijing for no consideration. Guozhong Haoze was formed to develop and market the smart security system products.	Pursuant to the Transfer Agreements, the Director and the President, each agreed, for no consideration, to (i) transfer his 51% and 49% respective ownership interests, in Guozhong Times (Beijing) Technology Ltd. (“Guozhong Times”) to Shuhai Beijing; and (ii) transfer his 51% and 49% respective ownership interests, in Guohao Century (Beijing) Technology Ltd. (“Guohao Century”) to Shuhai Beijing. Guozhong Times and Guohao Century were established to develop technology for electronic products, intelligence equipment and accessories, and provide software and information system consulting, installation and maintenance services.
Nanjing Fanhan Zhineng Technology Institute [Member]
Organization and Description of Business (Details) [Line Items]
Remaining ownership interest												1.00%
Hangzhou Zhangqi Business Management Limited [Member]
Organization and Description of Business (Details) [Line Items]
Ownership Percentage										99.00%
Hangzhou Shuhai Zhangxun Technology Co., Ltd [Member]
Organization and Description of Business (Details) [Line Items]
Ownership Percentage									51.00%
Zhangqi [Member]
Organization and Description of Business (Details) [Line Items]
Ownership Percentage									19.00%
Zhangxun [Member]
Organization and Description of Business (Details) [Line Items]
Ownership Percentage									69.81%

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Summary of Significant Accounting Policies (Details)	1 Months Ended	12 Months Ended
	Jul. 20, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2020 USD ($) shares	Jun. 30, 2021 CNY (¥)	Jun. 30, 2021 HKD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Net loss		$ 4,640,000	$ (1,860,000)
Accumulated deficit		(12,061,858)	(7,413,381)
Negative cash flow from operating activities		(3,948,349)	(4,573,352)
Company issuance share value		$ 100,000,000
Owned subsidiaries, description		The accompanying CFS were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding consolidated financial reporting. The accompanying CFS include the financial statements of the Company and its 100% owned subsidiaries “Shuhai Skill (HK)”, and “Tianjin Information”, and its VIE, Shuhai Beijing, and Shuhai Beijing’s 100% owned subsidiaries – Xunrui, Guozhong Times, Guohao Century, Guozhong Haoze, and Jingwei, and Guohao Century’s 69.81% owned subsidiary – Zhangxun, and Shuhai Beijing’s 99% owned subsidiary - Shuhai Nanjing. All significant inter-company transactions and balances were eliminated in consolidation.
Net profit, percentage		100.00%
Allowances for slow-moving and obsolete inventory		$ 194,264	105,210
Useful life of intangible assets		3 years
Operating lease right-of-use assets		$ 1,350,590	702,952
Operating lease liabilities		$ 730,185	346,629
Tax benefit percentage		50.00%		50.00%	50.00%
Cash in state-owned banks		$ 49,676	1,065,936
Cash denominated in RMB with a U.S. dollar equivalent		32,687	$ 733,849
Federal Deposit Insurance Corporation		250,000
Deposit protection		$ 64,000			$ 500,000
Number of warrants anti dilutive (in Shares) | shares		101,500	101,500
Subsequent Event [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares, Issued (in Shares) | shares	2,436,904
Sale of common stock per share (in Dollars per share) | $ / shares	$ 3.48
Net proceeds	$ 7,636,796
Consolidated Financial Statement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Negative cash flow from operating activities		$ (3,950,000)	$ (4,570,000)
Zhangxun [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership interest		30.19%		30.19%	30.19%
Shuhai Nanjing [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net loss		$ 235,839	0
Ownership interest		1.00%		1.00%	1.00%
Shuhai Beijing [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Equity option agreement, description		the Shuhai Beijing Shareholders and Tianjin Information entered into an equity option agreement (the “Option Agreement”) on October 27, 2015, pursuant to which the Shuhai Beijing Shareholders granted Tianjin Information or its designee(s) the irrevocable right and option to acquire all or a portion of Shuhai Beijing Shareholders’ equity interests in Shuhai Beijing for RMB 0.001 for each capital contribution of RMB1.00. Pursuant to the terms of the Option Agreement, Tianjin Information and the Shuhai Beijing shareholders agreed to certain restrictive covenants to safeguard the rights of Tianjin Information under the option Agreement. Tianjin Information agreed to pay RMB1.00 annually to Shuhai Beijing Shareholders to maintain the option rights. Tianjin Information may terminate the Option Agreement upon written notice. The Option Agreement is valid for 10 years from the effective date and renewable at Tianjin Information’s option.
Allowances for slow-moving and obsolete inventory		$ 59,187	$ 44,237
U.S. financial institutions [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash balance not insured		14,042
Cash balance		2,948
Lease Agreements [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Operating lease right-of-use assets		1,350,590
Operating lease liabilities		1,288,924
Concentration of Credit Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash in state-owned banks		$ 76,000		¥ 500,000

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Summary of Significant Accounting Policies (Details) - Schedule of balances sheet - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Schedule of balances sheet [Abstract]
Cash	$ 26,916	$ 149,511
Accounts receivable	1,856	1,119
Inventory	9,522	9,787
Other receivables	489,780	694,419
Other current assets	139,295	40,485
Total current assets	667,369	895,321
Property and equipment, net	167,194	222,312
Intangible asset, net	10,984	9,443
Right-of-use asset, net	442,441	692,782
Other non-current assets	16,816
Total non-current assets	637,435	924,537
Total assets	1,304,804	1,819,858
Accounts payable	12,887	11,759
Accrued liabilities and other payables	559,389	237,062
Lease liability	256,676	346,629
Loans payable	1,455,860
Other current liabilities	268,527	23,213
Total current liabilities	2,553,339	618,663
Lease liability - noncurrent	79,676	341,273
Total non-current liabilities	79,676	341,273
Total liabilities	$ 2,633,015	$ 959,936

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Summary of Significant Accounting Policies (Details) - Schedule of balances of the VIE - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Schedule of balances of the VIE [Abstract]
Revenues	$ 174,804	$ 1,414,781
Gross profit	93,963	1,312,638
Net loss	$ (3,098,147)	$ (580,767)

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Summary of Significant Accounting Policies (Details) - Schedule of consolidating statements of income information - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
PARENT [Member]
Condensed Income Statements, Captions [Line Items]
Revenue
Cost of Revenue
Gross profit (loss)
Operating expenses	588,562	361,854
Loss from operations	(588,562)	(361,854)
Other expenses, net	(762)	8,190
Provision for income tax		5,158
Loss before noncontrolling interest	(589,324)	(358,822)
Less: loss attributable to noncontrolling interest
Net loss	(589,324)	(358,822)
SUBSIDIARIES [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	58,870	352,981
Cost of Revenue	243,728	897,602
Gross profit (loss)	(184,858)	(544,621)
Operating expenses	951,916	910,487
Loss from operations	(1,136,774)	(1,455,108)
Other expenses, net	(12,117)	40,142
Provision for income tax
Loss before noncontrolling interest	(1,148,891)	(1,414,966)
Less: loss attributable to noncontrolling interest
Net loss	(1,148,891)	(1,414,966)
VIE [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	434,851	2,317,127
Cost of Revenue	153,002	255,319
Gross profit (loss)	281,849	2,061,808
Operating expenses	3,414,811	1,901,112
Loss from operations	(3,132,962)	160,696
Other expenses, net	(10,151)	(1,374)
Provision for income tax
Loss before noncontrolling interest	(3,143,113)	159,322
Less: loss attributable to noncontrolling interest	(235,839)
Net loss	(2,907,274)	159,322
Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	(318,583)	(1,255,328)
Cost of Revenue	(315,595)	(1,006,541)
Gross profit (loss)	(2,988)	(248,787)
Operating expenses
Loss from operations	(2,988)	(248,787)
Other expenses, net
Provision for income tax
Loss before noncontrolling interest	(2,988)	(248,787)
Less: loss attributable to noncontrolling interest
Net loss	(2,988)	(248,787)
Consolidated [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	175,138	1,414,780
Cost of Revenue	81,135	146,380
Gross profit (loss)	94,003	1,268,400
Operating expenses	4,955,289	3,173,453
Loss from operations	(4,861,286)	(1,905,053)
Other expenses, net	(23,030)	46,958
Provision for income tax		5,158
Loss before noncontrolling interest	(4,884,316)	(1,863,253)
Less: loss attributable to noncontrolling interest	(235,839)
Net loss	$ (4,648,477)	$ (1,863,253)

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Summary of Significant Accounting Policies (Details) - Schedule of consolidating balance sheets information - USD ($)	Jun. 30, 2021	Jun. 30, 2020
PARENT [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash	$ 14,042	$ 915,735
Accounts receivable
Inventory
Other current asset	70,520
Total current asset	84,562	915,735
Property and equipment, net
Intangible asset, net
Right of use asset, net
Other-non-current asset	5,860,480	4,500,480
Total Non-current asset	5,860,480	4,500,480
Total Asset	5,945,042	5,416,215
Accounts payable	99,500
Lease liability
Loan payable
Other current liabilities	39,750	3,750
Total current liabilities	139,250	3,750
Lease liability-NC
Total non-current liabilities
Total liabilities	139,250	3,750
Accumulated deficit	(937,751)	(348,426)
Other equity	6,743,543	5,760,891
Total equity	5,805,792	5,412,465
Total Liability and stockholders’ equity	5,945,042	5,416,215
SUBSIDIARIES [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash	8,718	600,690
Accounts receivable	501,288	395,508
Inventory	202,792	111,894
Other current asset	6,627,136	6,353,427
Total current asset	7,339,934	7,461,519
Property and equipment, net	142,215	68,719
Intangible asset, net	1,081,163	11,250
Right of use asset, net	908,149	10,170
Other-non-current asset	88,744
Total Non-current asset	2,220,271	90,139
Total Asset	9,560,205	7,551,658
Accounts payable	62,332	35,214
Lease liability	473,509
Loan payable	30,959
Other current liabilities	207,768	31,861
Total current liabilities	774,568	67,075
Lease liability-NC	479,063
Total non-current liabilities	479,063
Total liabilities	1,253,631	67,075
Accumulated deficit	(2,686,249)	(1,537,359)
Other equity	10,992,823	9,021,942
Total equity	8,306,574	7,484,583
Total Liability and stockholders’ equity	9,560,205	7,551,658
VIE [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash	26,916	149,511
Accounts receivable	1,856	1,119
Inventory	210,894	193,540
Other current asset	443,471	734,905
Total current asset	683,137	1,079,075
Property and equipment, net	167,193	222,312
Intangible asset, net	10,984	9,444
Right of use asset, net	442,441	692,782
Other-non-current asset	168,243
Total Non-current asset	788,861	924,538
Total Asset	1,471,998	2,003,613
Accounts payable	514,175	407,269
Lease liability	256,676	346,629
Loan payable	1,455,860
Other current liabilities	7,187,837	5,222,347
Total current liabilities	9,414,548	5,976,245
Lease liability-NC	79,676	341,273
Total non-current liabilities	79,676	341,273
Total liabilities	9,494,224	6,317,518
Accumulated deficit	(8,179,987)	(5,269,725)
Other equity	157,761	955,820
Total equity	(8,022,226)	(4,313,905)
Total Liability and stockholders’ equity	1,471,998	2,003,613
Eliminations [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash
Accounts receivable	(501,288)	(395,508)
Inventory	(219,422)	(200,224)
Other current asset	(6,500,938)	(4,962,074)
Total current asset	(7,221,648)	(5,557,806)
Property and equipment, net
Intangible asset, net
Right of use asset, net
Other-non-current asset	(5,860,480)	(4,500,480)
Total Non-current asset	(5,860,480)	(4,500,480)
Total Asset	(13,082,128)	(10,058,286)
Accounts payable	(501,289)	(395,508)
Lease liability
Loan payable
Other current liabilities	(6,568,410)	(4,962,071)
Total current liabilities	(7,069,699)	(5,357,579)
Lease liability-NC
Total non-current liabilities
Total liabilities	(7,069,699)	(5,357,579)
Accumulated deficit	(257,870)	(257,870)
Other equity	(5,754,559)	(4,442,837)
Total equity	(6,012,429)	(4,700,707)
Total Liability and stockholders’ equity	(13,082,128)	(10,058,286)
Consolidated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash	49,676	1,665,936
Accounts receivable	1,856	1,119
Inventory	194,264	105,210
Other current asset	640,189	2,126,258
Total current asset	885,985	3,898,523
Property and equipment, net	309,408	291,031
Intangible asset, net	1,092,147	20,694
Right of use asset, net	1,350,590	702,952
Other-non-current asset	256,987
Total Non-current asset	3,009,132	1,014,677
Total Asset	3,895,117	4,913,200
Accounts payable	174,718	46,975
Lease liability	730,185	346,629
Loan payable	1,486,819
Other current liabilities	866,945	295,887
Total current liabilities	3,258,667	689,491
Lease liability-NC	558,739	341,273
Total non-current liabilities	558,739	341,273
Total liabilities	3,817,406	1,030,764
Accumulated deficit	(12,061,858)	(7,413,381)
Other equity	12,139,569	11,295,817
Total equity	77,711	3,882,436
Total Liability and stockholders’ equity	$ 3,895,117	$ 4,913,200

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Summary of Significant Accounting Policies (Details) - Schedule of consolidating cash flows information - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
PARENT [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in)/provided by operating activities	$ (511,693)	$ (355,822)
Net cash (used in)/provided by investing activities	(1,360,000)
Net cash (used in)/provided by financing activities	970,000
Net increase in cash and cash equivalents	(901,693)	(355,822)
SUBSIDIARIES [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in)/provided by operating activities	(1,082,949)	(2,789,559)
Net cash (used in)/provided by investing activities	(105,907)	(78,551)
Net cash (used in)/provided by financing activities	565,766	(533,101)
Net increase in cash and cash equivalents	(583,074)	(3,406,201)
VIE [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in)/provided by operating activities	(2,389,879)	(1,427,971)
Net cash (used in)/provided by investing activities	(62,777)	(228,262)
Net cash (used in)/provided by financing activities	2,319,182	443,235
Net increase in cash and cash equivalents	(122,595)	(1,244,678)
Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in)/provided by operating activities	36,172
Net cash (used in)/provided by investing activities	1,360,000
Net cash (used in)/provided by financing activities	(1,406,101)	5,024
Net increase in cash and cash equivalents	(8,898)
Consolidated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in)/provided by operating activities	(3,948,349)	(4,573,352)
Net cash (used in)/provided by investing activities	(168,685)	(306,813)
Net cash (used in)/provided by financing activities	2,448,847	(84,842)
Net increase in cash and cash equivalents	$ (1,616,260)	$ (5,006,701)

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Summary of Significant Accounting Policies (Details) - Schedule of depreciation of property and equipment	12 Months Ended
	Jun. 30, 2021
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	5 years
Lease improvement [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Minimum [Member] | Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Minimum [Member] | Office equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Maximum [Member] | Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	5 years
Maximum [Member] | Office equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	5 years

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Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used to translate amounts - RMB [Member]	Jun. 30, 2021	Jun. 30, 2020
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates used to translate amounts [Line Items]
Period end USD: RMB exchange rate	6.4601	7.0795
Average USD: RMB exchange rate	6.6273	7.0199

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Property and Equipment (Details) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 142,125	$ 65,252

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Property and Equipment (Details) - Schedule of property and equipment - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Line Items]
Subtotal	$ 608,156	$ 452,607
Less: accumulated depreciation	298,748	161,576
Total	309,408	291,031
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal	115,507	71,778
Vehicle [Member]
Property, Plant and Equipment [Line Items]
Subtotal	3,096	2,825
Leasehold improvement [Member]
Property, Plant and Equipment [Line Items]
Subtotal	242,643	203,751
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 246,910	$ 174,253

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Intangible Assets (Details) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 57,107	$ 45,070

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Intangible Assets (Details) - Schedule of intangible assets - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Subtotal	$ 1,208,040	$ 74,110
Less: Accumulated amortization	115,893	53,416
Total	1,092,147	20,694
Software registration right [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Subtotal	58,157	36,705
Patent [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Subtotal	33,634	22,578
Software development [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Subtotal	1,100,000
Value-added telecommunications business license [Member]
Intangible Assets (Details) - Schedule of intangible assets [Line Items]
Subtotal	$ 16,249	$ 14,827

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Prepaid Expenses and Other Current Assets (Details)																	1 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2022 CNY (¥)	Feb. 28, 2022 USD ($)	Feb. 28, 2022 CNY (¥)	Jan. 31, 2022 USD ($)	Jan. 31, 2022 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 CNY (¥)	Nov. 30, 2021 USD ($)	Nov. 30, 2021 CNY (¥)	Oct. 31, 2021 USD ($)	Oct. 31, 2021 CNY (¥)	Aug. 15, 2020 USD ($)	Aug. 15, 2020 CNY (¥)	Feb. 20, 2020	Jul. 02, 2019 USD ($)	Apr. 23, 2021 USD ($)	May 28, 2019 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 CNY (¥)	Jun. 30, 2020 USD ($)	Jun. 30, 2020 CNY (¥)	Aug. 31, 2020 USD ($)	Aug. 31, 2020 CNY (¥)
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Research and development expense																			$ 851,839		$ 1,114,486
Remaining payment																	$ 200,000
Technology development service agreement, description																Pursuant to the agreement, the Company appointed HW (HK) Limited to develop an eye protection technical system for a two-year period ending July 1, 2021, and thereafter maintain the system for 36 months.
Prepaid software development expenses																			50,000
Cooperation agreement, description															Guozhong Times entered an Operation Cooperation Agreement with an unrelated company, Heqin (Beijing) Technology Co, Ltd. (“Heqin”) for marketing and promoting the sale of Face Recognition Payment Processing equipment and related technical support, and other products of the Company including Epidemic Prevention and Control Systems. Heqin has a sales team which used to work with Fortune 500 companies and specializes in business marketing and sales channel establishment and expansion, especially in education industry and public area. It has had successful experience of organizing multiple business matchmaking meetings with customers, distributors and retailers.
Total borrowing amount																							$ 1,410,000	¥ 10,000,000
Other receivable																			560,011	¥ 3,680,000	519,811	¥ 3,680,000
Interest expenses													$ 28,250	¥ 200,000					$ 28,250	¥ 200,000
Interest rate																			15.00%
Bad debt allowance																			$ 284,825
Prepaid goods purchased																			101,252
SDT Trade Co., Ltd. [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Amount Payable																			1,000,000
Research and development expense																			400,000
Intangible asset software development																			600,000
HW(HK) Limited [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Intangible asset software development																			500,000		600,000
Amount payable																			900,000		900,000
Research and development expenses																			$ 350,000		$ 300,000
Minimum [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Profits of sale of face recognition payment, percent																			30.00%	30.00%
Maximum [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Profits of sale of face recognition payment, percent																			70.00%	70.00%
Forecast [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Monthly loan payments	$ 12,384	¥ 80,000	$ 92,878	¥ 600,000	$ 154,796	¥ 1,000,000	$ 123,837	¥ 800,000	$ 123,837	¥ 800,000	$ 61,919	¥ 400,000
Agreement [Member] | SDT Trade Co., Ltd. [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Total payments to service agreements																		$ 1,200,000
Agreement [Member] | HW(HK) Limited [Member]
Prepaid Expenses and Other Current Assets (Details) [Line Items]
Total payments to service agreements																$ 1,200,000

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Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Prepaid Expense and Other Assets [Abstract]
Security deposit	$ 6,956	$ 156,023
Prepaid expenses	53,944
Prepaid software development	50,000	1,200,000
Prepaid insurance	39,868
Prepayment for inventory from Heqin		101,252
Other receivables - Heqin	569,651	522,636
Others	33,021	76,572
Total	753,440
Less: allowance for other receivables - Heqin	284,825
Total	$ 468,615	$ 2,056,483

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Accrued Expenses and Other Payables (Details) - Schedule of accrued expenses and other payables - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Payables and Accruals [Abstract]
Other payables	$ 186,954	$ 97,119
Senior officer’s salary payable	204,332	93,227
Salary payable - employees	170,388	84,588
Total	$ 561,674	$ 274,934

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Loans Payable (Details)	Jun. 30, 2021 USD ($)
Loans Payable Disclosure [Abstract]
Loans from unrelated party	$ 1,486,819

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Related Party Transactions (Details)				1 Months Ended								12 Months Ended
	Jan. 02, 2020 USD ($)	Jan. 02, 2020 CNY (¥)	Jan. 01, 2019 USD ($)	Apr. 30, 2021 USD ($)	Apr. 30, 2021 CNY (¥)	Oct. 02, 2020 USD ($)	Oct. 02, 2020 CNY (¥)	Jun. 30, 2020 USD ($)	Jun. 30, 2020 CNY (¥)	Apr. 30, 2020 USD ($)	Apr. 30, 2020 CNY (¥)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)
Related Party Transactions (Details) [Line Items]
Agreement term	1 year	1 year
Pay operating expenses	$ 2,849	¥ 20,000
Paid full in advance	$ 34,188
Rent expenses								$ 17,620	¥ 120,000
Due to related parties												$ 69,305
President [Member]
Related Party Transactions (Details) [Line Items]
Rent expense												10,864	$ 29,060
Car Rental Agreement [Member]
Related Party Transactions (Details) [Line Items]
Agreement term			2 years
Rent expense			$ 700
Monthly rent expense			1,700
Pay operating expenses			$ 22,288
Rights of use								$ 10,170				0	10,170
Apartment Rental Agreement [Member]
Related Party Transactions (Details) [Line Items]
Rent expense												9,431	$ 4,155
Annual rent expense				$ 11,000	¥ 75,000					$ 11,000	¥ 75,000
Total rent payment						$ 24,050	¥ 163,800
Office Rental Agreement [Member]
Related Party Transactions (Details) [Line Items]
Rent expense												$ 15,537

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Common Stock and Warrants (Details) - USD ($)		1 Months Ended			12 Months Ended
	Nov. 11, 2020	Oct. 29, 2020	Oct. 22, 2020	Dec. 21, 2018	Jun. 30, 2021	Jun. 30, 2020
Common Stock and Warrants (Details) [Line Items]
Gross proceeds from common stock				$ 6,700,000
Net Proceeds from common stock				$ 5,700,000	$ 931,000
Number of common stock sold (in Shares)		520,000
Fair value assumptions expected term					5 years
Volatility rate					168.00%
Risk-free interest rate					2.64%
Dividend rate					0.00%
Warrants issued grand date (in Shares)					387,727
Intrinsic value					$ 0	$ 0
Stock price (in Dollars per share)					$ 2.50	$ 1.30
Market price per share (in Dollars per share)	$ 1.81
Shares issued (in Shares)					3,692
Fair value of shares					$ 21,000
Triton Funds LP [Member]
Common Stock and Warrants (Details) [Line Items]
Net Proceeds from common stock	$ 931,000
Number of common stock sold (in Shares)	520,000
Common stock, per share (in Dollars per share)	$ 1.80
Purchase of common stock			$ 2,000,000
Closing price per share (in Dollars per share)			$ 1.65
Description of common stock agreement					The total number of the shares to be purchased under the Agreement shall not exceed 523,596, or 2.5% of the Company’s outstanding shares of common stock on the Agreement’s execution date, subject to the 9.9% beneficial ownership limitation of the Company’s shares of common stock outstanding by Triton. Closing for sales of common stock will occur no later than three business days following the date on which the Purchased Shares are received by Triton’s custodian. In addition, the Company agreed to (i) at the time of the purchase agreement execution remit $10,000 to Triton, and (ii) at the initial closing pay $5,000 to Triton, to reimburse Triton’s expenses related to the transaction.
Other expense	$ 5,000
Escrow Agreement [Member]
Common Stock and Warrants (Details) [Line Items]
Number of common stock sold (in Shares)				1,667,500
Common stock, per share (in Dollars per share)				$ 4
Description of warrants issued				In addition, the Company issued warrants to the representative of the underwriters to purchase 101,500 shares of Common Stock at $6 per share. These warrants may be purchased in cash or via cashless exercise, will be exercisable for five years from December 21, 2018 through December 17, 2023.

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Common Stock and Warrants (Details) - Schedule of activities of warrants - Warrants [Member] - $ / shares	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Common Stock and Warrants (Details) - Schedule of activities of warrants [Line Items]
Number of Warrants Outstanding, Beginning balance		101,500
Average Exercise Price Outstanding, Beginning balance		$ 6.00
Weighted Average Remaining Contractual Term in Years Outstanding, Beginning balance		4 years 171 days
Number of Warrants Exercisable, Beginning balance		101,500
Average Exercise Price Exercisable, Beginning balance		$ 6.00
Weighted Average Remaining Contractual Term in Years Exercisable, Beginning balance		4 years 171 days
Number of Warrants, Granted
Average Exercise Price, Granted
Number of Warrants, Exercised
Average Exercise Price, Exercised
Number of Warrants, Forfeited
Average Exercise Price, Forfeited
Number of Warrants, Expired
Average Exercise Price, Expired
Number of Warrants Outstanding, Ending balance	101,500	101,500
Average Exercise Price, Outstanding, Ending balance	$ 6.00	$ 6.00
Weighted Average Remaining Contractual Term in Years Outstanding, Ending balance	2 years 171 days	3 years 171 days
Number of Warrants Exercisable, Ending balance	101,500	101,500
Average Exercise Price Exercisable, Ending balance	$ 6.00	$ 6.00
Weighted Average Remaining Contractual Term in Years Exercisable, Ending balance	2 years 171 days	3 years 171 days

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Income Taxes (Details) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Income Taxes (Details) [Line Items]
Net operating loss	$ 942,989	$ 353,664
Reduce of taxpayer percentage	80.00%
Description of income tax limitations	However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020.
Percentage of differed tax assets	100.00%
Corporate tax rate, description	The Company’s offshore subsidiary, Shuhai Skill (HK), a HK holding company is subject to 16.5% corporate income tax in HK. Shuhai Beijing received a tax holiday with a 15% corporate income tax rate since it qualified as a high-tech company. Tianjin Information, Xunrui, Guozhong Times, Guozhong Haoze, Guohao Century, Jingwei, Shuhai Nanjing, Zhangxun are subject to the regular 25% PRC income tax rate.
Net operating loss, description	As of June 30, 2021 and 2020, the Company has approximately $9.04 million and $5.68 million of NOL from its HK holding company, PRC subsidiaries and VIEs that expire in calendar years 2020 through 2024.
U.S. Parent [Member]
Income Taxes (Details) [Line Items]
U.S. federal statutory rates	21.00%

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Income Taxes (Details) - Schedule of effective tax rate	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Schedule of effective tax rate [Abstract]
US federal statutory rates	(21.00%)	(21.00%)
Tax rate difference – current provision	(3.30%)	(0.20%)
Permanent difference		(0.30%)
Effect of PRC tax holiday	3.00%	(1.40%)
Valuation allowance	21.30%	23.20%
Under accrual of prior year income tax of parent company		(0.30%)
Effective tax rate

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Income Taxes (Details) - Schedule of income tax expense (benefit) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Schedule of income tax expense (benefit) [Abstract]
Income tax expense – current		$ 5,158
Income tax expense – deferred	$ (920,120)	2,610
Increase (decrease) in valuation allowance	920,120	(2,610)
Total income tax expense		$ 5,158

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Income Taxes (Details) - Schedule of deferred tax asset - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Deferred tax asset
Net operating loss	$ 1,841,786	$ 1,048,593
R&D expense	123,750	115,500
Accrued expense of officers’ salary	29,876	13,984
Depreciation and amortization	3,502	8,219
Bad debt expense	69,410
Social security and insurance	29,949
Inventory impairment	14,423	10,966
ROU	4,686
Total	2,117,382	1,197,262
Less: valuation allowance	(2,117,382)	(1,197,262)
Net deferred tax asset

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Commitments (Details)		1 Months Ended
	Aug. 26, 2020 USD ($)	Aug. 31, 2020	Mar. 22, 2020 USD ($)	Mar. 22, 2020 CNY (¥)	Aug. 28, 2019	Jul. 30, 2019 USD ($)	Jul. 30, 2019 CNY (¥)	Mar. 20, 2019	Jun. 30, 2021 USD ($)	Jun. 30, 2021 CNY (¥)	Aug. 26, 2020 CNY (¥)	Jun. 30, 2020 USD ($)
Commitments (Details) [Line Items]
Lease maturity , description	On August 26, 2020, Tianjin Information entered into a lease for the office in Hangzhou City, China from September 11, 2020 to October 5, 2022.	In August 2020, the Company entered into a lease for an office in Shenzhen City, China for three years from August 8, 2020 through August 7, 2023, with a monthly rent of RMB 209,911 ($29,651) for the first year.			The lease has a term of two years with expiration on August 31, 2021, the monthly rent is RMB 14,500 ($2,045), payable every six months in advance.	Pursuant to the lease, the delivery date of the property was August 8, 2019 but the lease term started on October 8, 2019 and expires on October 7, 2022, and has a monthly rent of RMB 207,269 without value added tax (“VAT”) (or $29,250).	Pursuant to the lease, the delivery date of the property was August 8, 2019 but the lease term started on October 8, 2019 and expires on October 7, 2022, and has a monthly rent of RMB 207,269 without value added tax (“VAT”) (or $29,250).
Security Deposit									$ 6,956			$ 156,023
Increase in rent percentage		3.00%
Annual rent first year	$ 207,000										¥ 1,383,970
Annual rent second year	202,800										1,425,909
Security Deposit	$ 16,400										¥ 115,311
Operating Lease Agreement [Member]
Commitments (Details) [Line Items]
Description of renewed term								On March 20, 2019, the Company entered into the one-year operating lease for senior management’s dormitory.
Monthly rent			$ 735	¥ 5,200		$ 29,250	¥ 207,269
Security deposit | ¥										¥ 677,769
Security Deposit									$ 96,000
Property Service Agreement [Member]
Commitments (Details) [Line Items]
Lease maturity , description						Pursuant to the property service agreement, the agreement commenced on August 9, 2019 and will expire on October 8, 2022, and has a quarterly fee of RMB 202,352 (or $29,000).	Pursuant to the property service agreement, the agreement commenced on August 9, 2019 and will expire on October 8, 2022, and has a quarterly fee of RMB 202,352 (or $29,000).
Quarterly fee						$ 29,000	¥ 202,352
Rent deposit						$ 29,000	¥ 202,352

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Commitments (Details) - Schedule of lease costs, lease term and discount rate of office lease - Commitments [Member] - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Commitments (Details) - Schedule of lease costs, lease term and discount rate of office lease [Line Items]
Operating lease expense	$ 809,630	$ 192,891
Right-of-use assets	1,350,590
Lease liabilities - current	730,185
Lease liabilities - noncurrent	$ 558,739
Weighted average remaining lease term	1 year 259 days
Weighted average discount rate	5.00%

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Commitments (Details) - Schedule of maturities of the operating lease liabilities	Jun. 30, 2021 USD ($)
Schedule of maturities of the operating lease liabilities [Abstract]
2022	$ 730,185
2023	540,804
2024	32,831
Total undiscounted cash flows	1,303,819
Less: imputed interest	(14,895)
Present value of lease liabilities	$ 1,288,924

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Parent Company Financials (Details) - Schedule of balance sheet - Parent Company [Member] - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Condensed Balance Sheet Statements, Captions [Line Items]
Cash	$ 14,042	$ 315,735
Prepayments and other receivables	70,520
Long term investment in subsidiaries	132,400	2,970,453
Restricted cash / escrow		600,000
Total Assets	216,961	3,886,188
Accrued expenses and other payables	100,250	3,752
Due to related party	39,000
Total liabilities	139,250	3,752
Noncontrolling interest	(241,943)
Common stock	21,474	20,944
Additional paid-in capital	12,086,788	11,104,666
Accumulated other comprehensive income	273,250	170,207
Retained earnings (accumulated deficit)	(12,061,858)	(7,413,381)
Total Company Stockholders’ Equity	77,711	3,882,436
Total Liabilities and Equity	$ 216,961	$ 3,886,188

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Parent Company Financials (Details) - Schedule of income statements - Parent Company [Member] - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Condensed Income Statements, Captions [Line Items]
Revenue
Cost of goods sold
Gross profit
Selling expenses
General and administrative expenses	588,562	361,855
Total operating expenses	588,562	361,855
Other income (expenses):
Investment loss in subsidiaries	(4,294,992)	(1,504,430)
Other expense	(1,185)	(805)
Interest income	423	8,995
Total other (expenses) income, net	(4,295,754)	(1,496,240)
Income tax		5,158
Loss before noncontrolling interest	(4,884,316)	(1,863,253)
Less: loss attributable to noncontrolling interest	(235,839)
Net loss to the Company	(4,648,477)	(1,863,253)
Foreign currency translation gain (loss) attributable to the Company	103,043	(19,699)
Foreign currency translation loss attributable to noncontrolling interest	(6,104)
Comprehensive loss attributable to the Company	(4,545,434)	(1,882,952)
Comprehensive loss attributable to noncontrolling interest	$ (241,943)

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Parent Company Financials (Details) - Schedule of cash flow statements - Parent Company [Member] - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOW FROM OPERATIONG ACTIVITIES:
Loss including noncontrolling interest	$ (4,884,316)	$ (1,863,253)
Adjustments to reconcile loss including noncontrolling interest to net cash provided by (used in) operating activities:
Stock compensation expense	21,000
Investment loss from subsidiaries	4,294,992	1,504,430
Changes in assets and liabilities:
Prepayments and other receivable	(39,869)
Accrued expenses and other payables	96,500	3,001
Net cash used in operating activities	(511,693)	(355,822)
Cash flows from investing activities:
Investment into subsidiary	(1,360,000)
Net cash used in investing activities	(1,360,000)
Cash flows from financing activities:
Proceeds from issuance of common stock	931,000
Due to related party	39,000
Net cash provided by financing activities	970,000
Net (decrease) increase in cash and restricted cash	(901,693)	(355,822)
Cash and restricted cash, beginning of period	915,735	1,271,557
Cash and restricted cash, end of period	14,042	915,735
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income tax

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Subsequent Events (Details) - Purchase Agreement [Member] - USD ($)	1 Months Ended	12 Months Ended
	Jul. 20, 2021	Jun. 30, 2021
Subsequent Events (Details) [Line Items]
Purchase of warrants		1,096,608
Warrants for aggregate gross proceeds		8,480,426
Exercise price per share (in Dollars per share)		$ 4.48
Net proceeds (in Dollars)		$ 7,636,796
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued	2,436,904
Purchase price per share (in Dollars per share)	$ 3.48