What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-11-17 compared with 2021-08-16 · 294 added, 234 removed, 77 unchanged (87% of the section changed)

26 unchanged sentences

of Our Business

Future FinTech is a holding company incorporated

under the laws of the State of Florida.

The Company historically engaged in the production and sale of fruit juice concentrates (including

fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC.

Due to drastically

increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing

and distribution to a real-name blockchain based e-commerce platform and supply chain financing and service business.

The main business

of the Company includes an online shopping platform, Chain Cloud Mall (“CCM”), which is based on blockchain technology;

chain financing and services;

a blockchain-based application incubator;

and technical service and support for blockchain based assets

and their operating entities;

and the application and development of blockchain-based e-commerce technology and financial technology services.

The Company is also expanding into financial services.

On August 6, 2021, the Company completed acquisition of 90% of the issued and outstanding

shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management company, from Joy Rich Enterprises

Limited (“Joy Rich”).

NTAM is licensed under the Securities and Futures Commission of Hong Kong (“SFC”) to carry

out regulated activities in Type 4:

Advising on Securities and Type 9:

FinTech is a holding company incorporated under the laws of the State of Florida.

The Company historically engaged in the production

and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and

fruit cider beverages) in the PRC.

Due to drastically increased production costs and tightened environmental laws in China, the Company

had transformed its business from fruit juice manufacturing and distribution to a real-name blockchain based e-commerce platform and

supply chain financing service and trading business.

The main business of the Company includes an online shopping platform, Chain Cloud

Mall (“CCM”), which is based on blockchain technology;

supply chain financing services and trading;

a blockchain-based application

and technical service and support for blockchain based assets and their operating entities;

and the application and development

of blockchain-based e-commerce technology and financial technology services.

The Company has also expanded into financial services business.

On August 6, 2021, the Company completed acquisition of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited

(“NTAM”), a Hong Kong-based asset management company, from Joy Rich Enterprises Limited (“Joy Rich”).

licensed under the Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities in Type 4:

on Securities and Type 9:

Asset Management.

On September 1, 2021, FTFT UK Limited, a company organized under the laws of United Kingdom

and a wholly owned subsidiary of the Company entered into a Share Purchase Agreement with Rahim Shah, a resident of United Kingdom (“Seller”)

to acquire 100% of the issued and outstanding shares (the “Sale Shares”) of Khyber Money Exchange Ltd., which is a money

transfer company with a platform for transferring money through one of its agent locations or via its online portal, mobile platform

or over the phone.

Khyber Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties are waiting

for the approval by the FCA before formal closing of the transaction.

are a holding company incorporated in Florida and we are not a Chinese operating company.

As a holding company with no material operations

of our own, we conduct a substantial majority of our operations through our subsidiaries and contractual arrangements with a variable

interest entity (VIE) – Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce (Tianjin) Co.,

(“E-Commerce Tianjin”), based in China and this structure involves unique risks.

Our shares of common stock are shares

of our Florida holding company, and 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, which are used to replicate foreign investment in Chinese-based

companies where Chinese law prohibits direct foreign investment in value added telecom/e-commerce business.

Chinese regulatory authorities

could disallow the VIE structure, which would likely result in a material change in our operations and/or value of our shares, including

that it could cause the value of shares to significantly decline or become worthless.

There are legal and operational risks associated with

being based in and having a substantial majority of operations in China and Hong Kong.

These risks could result in a material change in

our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue

to offer securities to investors and cause the value of our shares to significantly decline or be worthless.

Recently, the PRC government

initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including

cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable

interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State

Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality development

of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight

of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve

the system of extraterritorial application of the PRC securities laws.

Recently, the PRC State Internet Information Office issued the

Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective), which requires cyberspace operators with personal information

of more than 1 million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review.

date of this report, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign

investments, or list on a U.S.

or other foreign stock exchange;

however, there are uncertainties in the interpretation and enforcement

of these new laws and guidelines, which could materially and adversely impact our business and financial outlook and may impact our ability

to accept foreign investments or continue to list on a U.S.

or other foreign stock exchange.

Our VIE and certain subsidiaries of the Company

are incorporated and operating in mainland China and they have received all required permissions from Chinese authorities to operate their

current business in China, including a Business license, Bank Account Open Permits and Value Added Telecom Business License.

Cloud Mall adopts a “multi-vendor hosted stores + platform self-hosted stores” model.

3 unchanged sentences

platforms provide.

Based on blockchain technology, CCM is established

to transform the relationship between companies and consumers from traditional selling and buying relationships to a value-sharing relationship.

The platform will fairly distribute the benefit of the entire mall to users who engaged in the promotion, development, and consumption

based on their contributions to the platform.

The users of CCM are not only consumers and entrepreneurs but also participants, promoters

and beneficiaries.

The CCM shared shopping mall platform is designed to be a block-chain based shopping mall for merchants and goods,

not the exchange of digital currencies, and it currently only accepts payment from credit cards, Alipay and WeChat.

Chain Cloud Mall is an enterprise and customer

interactive and comprehensive shopping and sales service platform.

It is an open network promotion system with a blockchain based anti-counterfeit

system including referral point and discount points issuance and settlement.

Such business model creates a completely new source of data

traffic for enterprises on our platform.

Merchants on the Chain Cloud Mall issue their

own blockchain points and anti-counterfeiting QR codes.

Every product comes with unique anti-counterfeiting QR codes on the label.

collect the points issued by the merchants by scanning products with their mobile phones on the anti-counterfeiting QR code.

codes are generated by blockchain system of Chain Cloud Mall and provided to merchants.

The successful collection of the merchant points

confirms that the authentication of product from such enterprise.

The Chain Cloud Mall records and provides Chain Cloud Mall points to

its customers upon a successful product referral, which can be used as credit when making purchases on CCM.

It incentivizes its customers

to promote the platform and share the products with their social contacts, which in turn increases the sales through Chain Cloud Mall

and helps the Company generate greater value.

The Company started its trial operation of NONOGIRL,

a cross-border e-commerce platform, in March 2020 and formally launched it in July 2020.

The cross-border e-commerce platform aimed to

build a new s2b2c (supplier to business and consumer) outsourcing sales platform dominated by social media influencers.

It was aimed at

the growing female consumer market, with the ability to broadcast, short video, and all forms communication through the platform.

also create a sales oriented sharing ecosystem with other major social media used by customers, etc.

The Company’s promotion strategy

previously mainly relied on the training of members and distributors through meetings and conferences.

Due to the outbreak of COVID-19, the

Chinese government put a restriction on large gatherings.

These restrictions made the promotion strategy for our online e-commerce platforms

difficult to implement and the Company has experienced difficulties to subscribe new members for its online e-commerce platforms.

to the lack of new subscribers, in June 2021, the Company suspended its cross-border e-commerce platform (NONOGIRL).

Also, during the

second quarter of 2021, the Company has transformed its member-based business model of Chain Cloud Mall to sales agent based business

model and began to provide supply chain financing and services for coal mines and power generation plants.

The Company currently has six direct wholly-owned subsidiaries:

FinTech Limited (“DigiPay”), a company incorporated under the laws of the British Virgin Islands, Future FinTech (Hong Kong)

Limited, a company incorporated under the laws of Hong Kong, GlobalKey Shared Mall Limited, a company incorporated under the laws of Cayman

Islands (“GlobalKey Shared Mall”), Tianjin Future Private Equity Fund Management Partnership( Limited Partnership), a company

incorporated under the laws of China, FTFT UK Limited, a company incorporated under the laws of United Kingdom, and Future FinTech Labs

Inc., a company incorporated under the laws of New York.

on blockchain technology, CCM is established to transform the relationship between companies and consumers from traditional selling and

buying relationships to a value-sharing relationship.

The platform will fairly distribute the benefit of the entire mall to users who

engaged in the promotion, development, and consumption based on their contributions to the platform.

The users of CCM are not only consumers

and entrepreneurs but also participants, promoters and beneficiaries.

The CCM shared shopping mall platform is designed to be a block-chain

based shopping mall for merchants and goods, not the exchange of digital currencies, and it currently only accepts payment from credit

cards, Alipay and WeChat.

Cloud Mall is an enterprise and customer interactive and comprehensive shopping and sales service platform.

It is an open network promotion

system with a blockchain based anti-counterfeit system including referral point and discount points issuance and settlement.

Such business

model creates a completely new source of data traffic for enterprises on our platform.

Company started its trial operation of NONOGIRL, a cross-border e-commerce platform, in March 2020 and formally launched it in July 2020.

The cross-border e-commerce platform aimed to build a new s2b2c (supplier to business and consumer) outsourcing sales platform dominated

by social media influencers.

It was aimed at the growing female consumer market, with the ability to broadcast, short video, and all

forms communication through the platform.

It could also create a sales oriented sharing ecosystem with other major social media used

by customers, etc.

The Company’s promotion strategy previously mainly relied on the training of members and distributors through

meetings and conferences.

Due to the outbreak of COVID-19, the Chinese government put a restriction on large gatherings.

These restrictions

made the promotion strategy for our online e-commerce platforms difficult to implement and the Company has experienced difficulties to

subscribe new members for its online e-commerce platforms.

Due to the lack of new subscribers, in June 2021, the Company suspended its

cross-border e-commerce platform (NONOGIRL).

Also, since the second quarter of 2021, the Company has transformed its member-based business

model of Chain Cloud Mall to sales agent based business model and began to provide supply chain financing services and trading for coal

mines and power generation plants as well as aluminum ingots.

Company currently has seven direct wholly-owned subsidiaries:

DigiPay FinTech Limited (“DigiPay”), a company incorporated

under the laws of the British Virgin Islands, Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong,

GlobalKey Shared Mall Limited, a company incorporated under the laws of Cayman Islands (“GlobalKey Shared Mall”), Tianjin

Future Private Equity Fund Management Partnership( Limited Partnership), a company incorporated under the laws of China, FTFT UK Limited,

a company incorporated under the laws of United Kingdom, Future Fintech Digital Capital Management, LLC, a company incorporated under

the laws of Connecticut and Future FinTech Labs Inc., a company incorporated under the laws of New York.

Shopping Mall

Due to the lack of new member subscriptions caused by restrictions

on our promotion strategy for the control of spread of COVID-19, we have transformed the CCM shopping mall to an “Enterprise Communication

As A Service” or eCAAS platform.

The eCAAS platform is entrusted by the 315 Consumer Protection Foundation to run its Responsible

Brand Program.

Due to the lack of new member subscriptions caused

by restrictions on our promotion strategy for the control of spread of COVID-19, we have transformed the CCM shopping mall to an “Enterprise

Communication as A Service” or eCAAS platform.

The eCAAS platform is entrusted by the 315 Consumer Protection Foundation to run

its Responsible Brand Program.

315 Consumer Protection Foundation (the “Foundation”)

1 unchanged sentence

After acceptance, these companies are authorized to use 315

anti-counterfeiting label on their products and sell them on our eCAAS platform.

anti-counterfeiting labels on their products and sell them on our eCAAS platform.

The companies can also use sales agents to sell their

7 unchanged sentences

eCAAC platform has a value cycle system of online shopping mall with the real-name blockchain system with following characteristics:

Blockchain anti-counterfeiting

anti-counterfeiting

Using real-name blockchain technology to carry out anti-counterfeiting for products produced by the enterprises.

1 unchanged sentence

Using real-name blockchain system, it provides the assurance to our customers to the authentication of the products they purchase and solve the problem of counterfeiting products in online shopping mall.

Blockchain points settlement leads to secondary data traffic

Blockchain points are also discount coupons for merchants, guiding customers to the platform of the merchants, and provide them discounts when purchasing.

points settlement leads to secondary data traffic

Blockchain points are also discount coupons for merchants, guiding customers to the platform of the merchants, and provide them with discounts when purchasing.

This process is called secondary data traffic.

Every company is aware of the importance of maintaining old customers.

Blockchain anti-counterfeiting technology through scanning of QR codes by the customers helps companies identify such customers and allows them to systematically maintain contacts with such customers.

Points promotion system

Points promotion system brings secondary data traffic comes with volume and high turnover ratio.

All such sales are directed to the merchants’ stores when customers possess and use merchants coupons.

With a high level of user stickiness, customers are likely to purchase products again and collect more blockchain points.

Building a high value community

Anti-counterfeiting technology

plus the Company’s secondary data traffic platform have created great value for the merchants that have stores on our

promotion system

Points promotion system brings secondary

data traffic comes with volume and high turnover ratio.

All such sales are directed to the merchants’ stores when customers possess

and use merchant’s coupons.

With a high level of user stickiness, customers are likely to purchase products again and collect more

blockchain points.

a high value community

We believe anti-counterfeiting technology plus the Company’s secondary data traffic platform will create great value for the merchants that have stores on our platform.

By gathering all loyal customers to a merchant’s store, we can build a standard value community.

With the common

interest, the value community of a merchants can form a self-organizing system with customer groups to maximize the interests of

such merchant.

The anti-counterfeiting technology, combined with the company’s secondary data traffic platform, has created

great value for merchants who set up shop on our platform.

By gathering all our loyal customers into one merchant’s store, we

can build a standard value community.

With common interests, the value community of merchants can form a self-organizing system with

customer groups to maximize the interests of merchants.

Coal Supply Chain Financing and Trading

To carry out coal supply chain financing and

trading business, we sign the supply and sales contracts with upstream coal mines and downstream end users, respectively, while the upstream

supplier is responsible for the supply and transportation of coal to the end users’ designated freight yard.

After the downstream

end users issue relevant settlement documents, inspect and accept goods, we make payment to the upstream suppliers.

The downstream end

users shall pay us according to the payment terms under our contracts.

At present, we only provide supply chain financing services the

central government owned enterprises, local or state government owned enterprises or listed public companies and other customers with

good credit rating.

With the common interest, the value community of merchants can form a self-organizing system with customer groups to maximize the interests of such merchants and customers.

Coal and Aluminum Ingots Supply Chain

Financing Service and Trading

Since the sconed quarter of 2021, we started coal

supply chain financing service and trading business.

Since the third quarter of 2021, we started aluminum ingots supply chain financing

service and trading business.

We signed purchase and sale agreements with suppliers and buyers.

The suppliers are responsible for the

supply and transportation of coal to the end users’ designated freight yard or transfer the title of aluminum ingots to us in certain

We select the customers and suppliers that have good credit and reputation.

NTAM engages assets management and advisory services.

main revenue is generated from providing professional advices to customers and management fees for managing the investment of the clients.

of Operations

of Three Months ended June 30, 2021 and 2020:

following table presents our consolidated revenues for the three months ended June 30, 2021 and 2020, respectively:

of Three Months ended September 30, 2021 and 2020:

following table presents our consolidated revenues for the three months ended September 30, 2021 and 2020, respectively:

Three months ended

September 30,

CCM Shopping Mall Membership

Coal Supply Chain Financing/Trading

Coal and Aluminum Ingots Supply Chain Financing/Trading

Sales of goods

CCM Shopping Mall Membership fees decreased from

$104,762 for the three months ended June 30, 2020 to $12 for the three months ended June 30, 2021 because there was no new member enrollment

during the second quarter of 2021 and the Company has transformed its business model of CCM Shopping Mall from a member-based platform

to a sales agent based eCAAC platform.

Due to COVID-19 related restriction on large gathering for meetings and conference which primarily

used by us before the pandemic for marketing and business development of new members, we were unable to attract new member enrollment

during the three months ended June 30, 2021.

Coal Supply Chain Financing and Trading business

increased from $0 for the three months ended June 30, 2020 to $1.9 million for the three months ended June 30, 2021.

This is a new business

that did not exist last year.

Sale of goods decreased from $1,786 for the three

months ended June 30, 2020 to $0 for the three months ended June 30, 2021 as no sale of goods during the same period of 2021.

Other revenues decreased from $7,139 from three months ended June 30,

2020 to $13 for the three months ended June 30, 2021, mainly due to the service fee income during the three months ended June 30, 2020

and no such income during the same period of 2021.

Asset management service

Shopping Mall Membership fees decreased from $29,779 for the three months ended September 30, 2020 to $0 for the three months ended September

30, 2021 because there was no new member enrollment during the third quarter of 2021 and the Company has transformed its business model

of CCM Shopping Mall from a member-based platform to a sales agent based eCAAC platform.

Due to COVID-19 related restriction on large

gathering for meetings and conference which primarily used by us before the pandemic for marketing and business development of new members,

we were unable to attract new member enrollment during the three months ended September 30, 2021.

Coal and Aluminum Ingots Supply Chain Financing

Service and Trading business increased from $0 for the three months ended September 30, 2020 to $9.64 million for the three months ended

September 30, 2021.

This is a new business we started during the second quarter this year which did not exist last year.

of goods decreased from $4,264 for the three months ended September 30, 2020 to $0 for the three months ended September 30, 2021 as no

sale of goods during the same period of 2021.

Asset management service increased from $0 for

the three months ended September 30, 2020 to $2.1 million for the three months ended September 30, 2021.

This is a new business we acquired

during the third quarter 2021 which did not exist last year.

revenues decreased from $9,407 from three months ended September 30, 2020 to $0 for the three months ended September 30, 2021, mainly

due to the service fee income during the three months ended September 30, 2020 and no such income during the same period of 2021.

following table presents the consolidated gross profit of each of our main products and services and the consolidated gross profit margin,

which is gross profit as a percentage of the related revenues, for the three months ended June 30, 2021 and 2020, respectively:

which is gross profit as a percentage of the related revenues, for the three months ended September 30, 2021 and 2020, respectively:

Three months ended

September 30,

CCM Shopping Mall Membership

Coal Supply Chain Financing/Trading

Coal and Aluminum Ingots Supply Chain Financing/Trading

Sales of goods

gross margin as a percentage of revenue was 3.68% for the three months ended June 30, 2021, a decrease of 88.09% compared to 91.77% for

the same period of last fiscal year, mainly due to less revenues from the membership fee which has a much higher margin than that of

sales of goods and coals.

Asset management service

Overall gross margin as a percentage of revenue

was 8.37% for the three months ended September 30, 2021, a decrease of 60.8% compared to 69.17% for the same period of last fiscal year,

mainly due to less revenues from the membership fee which has a much higher margin than that of coals and aluminum ingots financial service

and trading business.

following table presents our consolidated operating expenses and operating expenses as a percentage of revenue for the three months ended

June 30, 2021 and 2020, respectively:

September 30, 2021 and 2020, respectively:

(in thousands)

and administrative

debt provision

operating expenses

and administrative expenses increased by $0.28 million, or 91.85%, from $0.31 million to $0.59 million for the three months ended June

30, 2021, compared to the same period of last fiscal year.

The increase in general and administrative expenses was mainly due to increased

wage costs, office rent expenses and professional service fee during the three months ended June 30, 2021.

September 30, 2021

September 30, 2020

General and administrative

Stock compensation expense

Selling expenses

Bad debt provision

Total operating expenses

General and administrative expenses increased by $1.60

million, or 248.66%, from $0.64 million to $2.24 million for the three months ended September 30, 2021, compared to the same period of

last fiscal year.

The increase in general and administrative expenses was mainly due to new business development and new subsidiaries

established by the Company during the three months ended September 30, 2021 comparing to the same period of 2020.

compensation expense increased by $5.49 million during the three months ended September 30, 2021, compared to the same period of last

fiscal year as the Compensation Committee of the Board of Directors (the “Board”) of the Company granted certain shares of

common stock of the Company to certain officers and employees in July 2021 which we didn’t have such grant in the same period of

Selling expenses increased by $0.09 million during

the three months ended June 30, 2021, compared to the same period of last fiscal year.

back of provision of doubtful debt was $0 for the three months ended June 30, 2021, decreased by $0.23 million comparing to the same

period of the last fiscal year, mainly due to provision was made in 2020 due to the age of the account, and the age of the account in

2021 did not exceed the provision requirements .

the three months ended September 30, 2021, compared to the same period of last fiscal year.

(Expense) Income, Net

expenses, net decreased by $0.02 million to positive $0.02 million for the three months ended June 30, 2021 from negative $0.002 million

in the same period of the last fiscal year.

did not have tax provision for the three months ended June 30, 2021 and 2020, as the Company incurred losses in the second quarter of

2021 and 2020.

Other expenses, net increased by $1.93 million

to positive $0.23 million for the three months ended September 30, 2021 from negative $1.7 million in the same period of the last fiscal

year, mainly due to debt repayment with shares during the three months ended September 30, 2020 and no such expense in the same period

did not have tax provision for the three months ended September 30, 2021 and 2020, as the Company incurred losses in the third quarter

of 2021 and 2020.

Non-controlling

of June 30, 2021, Shaanxi Chunlv Ecological Agriculture Co., Ltd.

(“Shaanxi Chunlv”) holds 20.0% interest in Chain Cloud

Mall Logistics Center (Shaanxi) Co., Limited, Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay Limited (“DCON

Digipay”), Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments L.L.C.

of September 30, 2021, Joy Rich Enterprises Limited (“Joy Rich”) holds 10% interest in Nice Talent Asset Management Limited,

Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay Limited (“DCON Digipay”), Bin Wu and Lixiong Huang holds

25% and 20% interest in FTFT Capital Investments L.L.C.

from Continuing Operations

Loss from continuing operations decreased by $0.37

million from $0.75 million for the three months ended June 30, 2020 to $0.38 million for the same period of 2021 mainly due to the debt

repayment with shares during the three months ended June 30, 2020 and no such expense during the same period of 2021.

on disposal of discontinued operations

Loss from continuing operations increased by $4.2

million from $2.4 million for the three months ended September 30, 2020 to $6.6 million for the same period of 2021 mainly due to increase

in operating expenses, as discussed above.

Loss on disposal of discontinued operations

Loss on disposal of discontinued operation was

for the three months ended June 30, 2021, which was related to the dissolution and deregistration of FT Commercial Management (Beijing)

Co., Ltd during the second quarter of 2021.

of Six Months Ended June 30, 2021 and 2020

following table presents our consolidated revenues for the six months ended June 30, 2021 and 2020, respectively:

Shopping Mall Membership

Supply Chain Financing/Trading

$3,679,447 for the three months ended September 30, 2021, which was related to the disposal of Guagnchengji (Guangdong) Industrial Co.,

Ltd during the third quarter of 2021.

of Nine Months Ended September 30, 2021 and 2020

following table presents our consolidated revenues for the nine months ended September 30, 2021 and 2020, respectively:

Nine months ended

September 30,

CCM Shopping Mall Membership

Coal and Aluminum Ingots Supply Chain Financing/Trading

Sales of goods

CCM Shopping Mall Membership fees decreased from $303,647

for the six months ended June 30, 2020 to $84 for the six months ended June 30, 2021 because the Company had difficulties to enroll new

members during the first half of 2021 and the Company has transformed its business model of CCM Shopping Mall from member-based platform

to a sales agent based eCAAC platform during the second quarter of 2021.

Due to the COVID-19 related restriction on large gathering for

meetings and conference which primarily used by us before the pandemic for marketing and business development of new members, we were

unable to attract more new members during first half of 2021.

Coal Supply Chain Financing and Trading business

increased from $0 for the six months ended June 30, 2020 to $1.9 million for the six months ended June 30, 2021.

This is a new business

that did not exist last year.

of goods decreased from $2,852 for the six months ended June 30, 2020 to $0 for the six months ended June 30, 2021 as no sale of goods.

Other revenues decreased from $7,139 for the six months

ended June 30, 2020 to $6,554 for the six months ended June 30, 2021.

Asset management service

Shopping Mall Membership fees decreased from $333,425 for the nine months ended September 30, 2020 to $85 for the nine months ended September

30, 2021 because the Company had difficulties to enroll new members during the first half of 2021 and the Company has transformed its

business model of CCM Shopping Mall from member-based platform to a sales agent based eCAAC platform during the second quarter of 2021.

Due to the COVID-19 related restriction on large gathering for meetings and conference which primarily used by us before the pandemic

for marketing and business development of new members, we were unable to attract more new members in 2021.

Coal and Aluminum Ingots Supply Chain Financing

Service and Trading business increased from $0 for the nine months ended September 30, 2020 to $10.4 million for the nine months ended

September 30, 2021.

This is a new business we started during the second quarter this year which did not exist last year.

of goods decreased from $6,399 for the nine months ended September 30, 2020 to $0 for the nine months ended September 30, 2021 as no

sale of goods during the same period of 2021.

Asset management service increased from $0 for

the nine months ended September 30, 2020 to $2.1 million for the nine months ended September 30, 2021.

This is a new business we acquired

during the third quarter 2021 which did not exist last year.

revenues decreased from $15,876 for the nine months ended September 30, 2020 to $0 for the nine months ended September 30, 2021, mainly

due to the service fee income during the three months ended September 30, 2020 and no such income during the same period of 2021.

following table presents the consolidated gross profit of each of our main products and services and the consolidated gross profit margin,

which is gross profit as a percentage of the related revenues, for the six months ended June 30, 2021 and 2020, respectively:

Shopping Mall Membership

Supply Chain Financing/Trading

gross margin as a percentage of revenue was 3.69% for the six months ended June 30, 2021, a decrease of 93.16% compared to 96.85% for

the same period of last fiscal year, mainly due to less revenues from the membership fee which has a much higher margin than that of

sales of goods and coals.

following table presents our consolidated operating expenses and operating expenses as a percentage of revenue for the six months ended

June 30, 2021 and 2020, respectively:

which is gross profit as a percentage of the related revenues, for the nine months ended September 30, 2021 and 2020, respectively:

Nine months ended

September 30,

CCM Shopping Mall Membership

Coal and Aluminum Ingots Supply Chain Financing/Trading

Sales of goods

Asset management service

Overall gross margin as a percentage of revenue

was 3.51% for the nine months ended September 30, 2021, a decrease of 89.9% compared to 93.41% for the same period of last fiscal year,

mainly due to less revenues from the membership fee which has a much higher margin than that of coals and aluminum ingots financing service

following table presents our consolidated operating expenses and operating expenses as a percentage of revenue for the nine months ended

September 30, 2021 and 2020, respectively:

(in thousands)

and administrative

debt provision

operating expenses

General and administrative expenses increased by $981,

or 0.05%, from $2.193 million for the six months ended June 30, 2020 to $2.194 million for the six months ended June 30, 2021.

Selling expenses increased by $2,561 during the six

months ended June 30, 2021, compared to the same period of last fiscal year.

Write back of provision of doubtful debt was $18,000

for the six months ended June 30, 2021, decreased by $4.45 million comparing to the same period of the last fiscal year.

Write back of

provision was for doubtful debts from subsidiaries that disposed during the six months ended June 30, 2020，but no such item in

the six months ended June 30, 2021.

September 30, 2021

September 30, 2020

General and administrative

Stock compensation expense

Selling expenses

Bad debt provision

Total operating expenses

General and administrative expenses increased

by $1.75 million, or 62.11%, from $2.82 million for the nine months ended September 30, 2020 to $4.57 million for the nine months ended

September 30, 2021.

It is mainly due to new business development and new subsidiaries established by the Company during the nine months

ended September 30, 2021 comparing to the same period of 2020.

compensation expense increased by $5.49 million during the nine months ended September 30, 2021, compared to the same period of last

fiscal year as the Compensation Committee of the Board granted certain shares of common stock of the Company to certain officers and

employees in July 2021 which we didn’t have such grant in the same period of 2020.

Selling expenses increased by $91,248 during the

nine months ended September 30, 2021, compared to the same period of last fiscal year.

Write back of provision of doubtful debt was $15,255 for the

nine months ended September 30, 2021, decreased by $0.26 million comparing to the same period of the last fiscal year.

(Expense) Income, Net

Other expenses, net, decreased by $1.94 million to

positive $0.77 million for the six months ended June 30, 2021 from negative $1.17 million in the same period of the last fiscal year,

mainly due to debt repayment with shares during the six months ended June 30, 2020 and no such expense in the same period of 2021.

We did not have tax provision for the six months

ended June 30, 2021 and 2020, as the Company incurred losses in the six months ended June 30, 2021 and 2020.

Other expenses, net, increased by $3.57 million to

positive $0.69 million for the nine months ended September 30, 2021 from negative $2.88 million in the same period of the last fiscal

year, mainly due to debt repayment with shares during the nine months ended September 30, 2020 and no such expense in the same period

did not have tax provision for the nine months ended September 30, 2021 and 2020, as the Company incurred losses in the nine months ended

September 30, 2021 and 2020.

Non-controlling

of June 30, 2021, Shaanxi Chunlv Ecological Agriculture Co., Ltd.

(“Shaanxi Chunlv”) holds 20.0% interest in Chain Cloud

Mall Logistics Center (Shaanxi) Co., Limited, Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay Limited (“DCON

Digipay”), Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments L.L.C.

of September 30, 2021, Joy Rich Enterprises Limited (“Joy Rich”) holds 10% interest in Nice Talent Asset Management Limited,

Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay Limited (“DCON Digipay”), Bin Wu and Lixiong Huang holds

25% and 20% interest in FTFT Capital Investments L.L.C.

from Continuing Operations

Loss from continuing operations decreased by $6.16 million from $7.52

million for the six months ended June 30, 2020 to $1.36 million for the same period of 2021 mainly due to a decrease in operating expenses,

as discussed above.

on disposal of discontinued operations

Gain on disposal of discontinued operation was $0.16

million for the six months ended June 30, 2021, which was related to the dissolution and deregistration of FT Commercial Management (Beijing)

Co., Ltd and Chain Future Digital Tech (Beijing) Co., Ltd during the six months ended June 30, 2021.

and diluted loss per share from continuing operations were $0.02 and $0.02 for the six months ended June 30, 2021, respectively, as compared

to a loss of $0.21 and $0.21 for the same periods of 2020, respectively.

Basic and diluted income per share attributable to discontinued

operations was nil for the six months ended June 30, 2021 respectively.

Basic and diluted loss per share attributable to discontinued

operations was $3.45 and $3.38 for the six months ended June 30, 2020 respectively.

from continuing operations increased by $3.4 million from $5.65 million for the nine months ended September 30, 2020 to $9.05 million

for the same period of 2021 mainly due to increase in operating expenses, as discussed above.

Loss on disposal of discontinued operations

Loss on disposal of discontinued operation was $3.52

million for the nine months ended September 30, 2021, which was related to the dissolution and deregistration of FT Commercial Management

(Beijing) Co., Ltd .

and Chain Future Digital Tech (Beijing) Co., Ltd., which was partially offset by the loss on disposal of Guagnchengji

(Guangdong) Industrial Co., Ltd., during the nine months ended September 30, 2021.

Loss per Share

Basic and diluted loss per share from continuing

operations was $0.14 and $0.14 for the nine months ended September 30, 2021, respectively, as compared to a loss of $0.15 and $0.15 for

the same periods of 2020, respectively.

Basic and diluted income per share attributable to discontinued operations was $0.04 and $0.04

for the nine months ended September 30, 2021 respectively.

Basic and diluted loss per share attributable to discontinued operations was

$3.22 and $3.17 for the nine months ended September 30, 2020 respectively.

and Capital Resources

of June 30, 2021, we had cash and cash equivalents of $72.01 million, as compared to $9.79 million as of December 31, 2020.

in cash, cash equivalents and restricted cash was mainly due to financing from the issuance of shares of common stock.

of September 30, 2021, we had cash and cash equivalents of $52.97 million, as compared to $9.43 million as of December 31, 2020.

increase in cash, cash equivalents and restricted cash was mainly due to financing from the issuance of shares of common stock.

working capital has mainly been generated from financing activities of issuance of shares of common stock of the Company.

capital was positive $76.91 million, as of June 30, 2021, an increase of $78.22 million from working capital of negative $1.31 million,

as of June 30, 2020, mainly due to an increase in current assets and a decrease in current liabilities.

cash used in operating activities increased by $1.27 million to $2.99 million for the six months ended June 30, 2021 from a cash inflow

of $1.72 million for the same period of the last fiscal year.

The increase in net cash used by operating activities was primarily due

to an increase in accounts receivable during the six months ended June 30, 2021.

Net cash used in investing activities decreased by

$2 million comparing the six months ended June 30, 2021 and June 30, 2020, mainly due to purchase of intangible assets in 2020.

cash provided in financing activities for the six months ended June 30, 2021 was $65.52 million representing an increase of $63.21 million,

as compared to cash provided by financing activities of $2.31 million during the six months ended June 30, 2020.

The increase in cash

provided by financing activities was mainly due to financing from the issuance of shares of common stock.

capital was positive $73.14 million, as of September 30, 2021, an increase of $67.31 million from working capital of $5.83 million, as

of September 30, 2020, mainly due to an increase in current assets and a decrease in current liabilities.

Net cash used in operating activities decreased by

$20.37 million to $19.81 million for the nine months ended September 30, 2021 from a cash inflow of $0.56 million for the same period

of the last fiscal year.

The decrease in net cash used by operating activities was primarily due to a decrease in accounts

receivable during the nine months ended September 30, 2021.

cash used in investing activities decreased by $4.84 million

comparing the nine months ended September 30, 2021 and September 30, 2020, mainly due to payment for Loan receivable.

cash provided in financing activities for the nine months ended September 30, 2021 was $68.27 million representing an increase of $58.17

million, as compared to cash provided by financing activities of $10.1 million during the nine months ended September 30, 2020.

increase in cash provided by financing activities was mainly due to financing from the issuance of shares of common stock.

sheet arrangements

of June 30, 2021, we did not have any off-balance sheet arrangements.

of September 30, 2021, we did not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis