What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-17 · 966 added, 1020 removed, 354 unchanged (85% of the section changed)

Financial Statements

FINTECH GROUP INC.

CONSOLIDATED BALANCE SHEETS

September 30,

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

Cash and cash equivalents

Short term investment

Accounts receivable, net

13 unchanged sentences

Advances from customers

Convertible note payables

Loan payables

Dividend payables

Lease liability-current

Amounts due to related parties

Liabilities related to discontinued operations

Deferred liabilities

Short term loans

TOTAL CURRENT LIABILITIES

1 unchanged sentence

Lease liability-non-current

Long term debt

Deferred liabilities

6 unchanged sentences

300,000,000 shares authorized;

70,067,147 shares and 50,053,606 shares issued and outstanding as of September 30, 2021 and December 31, 2020 respectively

70,067,147 shares and 70,067,147 shares issued and outstanding as of March 31, 2022 and December 31, 2021 respectively

Additional paid-in capital

Statutory reserve

Accumulated deficits

7 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of goods sold

1 unchanged sentence

General and administrative expenses

Stock compensation expense

Research and development expenses

Selling expenses

(Recovery) Provision for doubtful debts

Provision (Recovery) of doubtful debts

Impairment Loss

Total operating expenses

2 unchanged sentences

( 1,531,008 )

( 2,772,630 )

Other (expenses) income

1 unchanged sentence

Interest expenses

Loss on debt settlement and conversion

( 1,946,028 )

( 2,562,504 )

Other (expenses) income, net

Total other income (expenses), net

( 1,704,149 )

( 2,877,474 )

Other income (expenses), net

Total other income, net

Loss from Continuing Operations before Income Tax

( 2,510,418 )

( 2,395,965 )

( 9,047,648 )

( 5,650,104 )

Income tax provision

1 unchanged sentence

( 2,698,371 )

( 2,395,965 )

( 9,047,648 )

( 5,650,104 )

Discontinued Operations (Note 23)

Gain (loss) on disposal of discontinued operations

( 3,679,447 )

( 3,523,652 )

Income (loss) from discontinued operations

NET INCOME (LOSS)

( 10,494,177 )

Gain on disposal of discontinued operations

Loss from discontinued operations

$ ( 2,698,371 )

1 unchanged sentence

Net Loss attributable to non-controlling interests

Net income(loss) from discontinued operations attributable to Future Fintech Group, Inc.

$ ( 10,310,185 )

$ ( 2,438,989 )

loss from continued operations attributable to Future Fintech Group, Inc.

$ ( 2,523,162 )

1 unchanged sentence

Other comprehensive income (loss)

Income (loss) from continued operations

( 6,634,386 )

( 2,395,965 )

Loss from continued operations

$ ( 2,698,371 )

1 unchanged sentence

Foreign currency translation – continued operations

Comprehensive income (loss) - continued operation

( 7,188,881 )

( 2,625,903 )

( 9,504,987 )

( 4,420,422 )

Income (loss) from discontinued operations

( 3,859,791 )

( 2,647,316 )

Foreign currency translation – discontinued operations

( 10,781,209 )

Comprehensive income (loss) - discontinued operation

( 3,726,423 )

Comprehensive loss - continued

( 2,880,988 )

Comprehensive Income (Loss)

Loss from discontinued operations

$ ( 256,007 )

Foreign currency translation - discontinued operation

Comprehensive loss - discontinued operation

Comprehensive Loss

$ ( 2,880,988 )

3 unchanged sentences

$ ( 2,705,779 )

( 2,668,834 )

( 11,900,142 )

Earnings per share:

Basic earnings per share from continued operation

Basic earnings per share from discontinued operation

Diluted Earnings per share:

Diluted earnings per share from continued operation

Diluted earnings per share from discontinued operation

Loss per share:

Basic loss per share from continued operation

Basic loss per share from discontinued operation

Diluted loss per share:

Diluted loss per share

Diluted loss per share from discontinued operation

Weighted average number of shares outstanding

* Reclassification - certain reclassifications have been made to the financial statements for the period ended September 30, 2020 to conform to the presentation for the period ended September 30, 2021, with no effect on previously reported net income (loss).

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

Fintech Group, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Months ended September 30, 2020

comprehensive

Balance at June 30, 2020

$ 110,355,855

$ ( 97,261,671 )

$ ( 2,088,945 )

Issuance of common stocks for conversion of debts

Issuance of common stocks-cash

Net income from continued operations

( 2,396,027 )

( 2,395,965 )

Net income from discontinued operations

Foreign currency translation adjustment

Disposal of discontinued operation

Balance at September 30, 2020

$ 118,179,418

$ ( 99,700,660 )

$ ( 2,006,797 )

Months ended September 30, 2021

comprehensive

Balance at June 30, 2021

$ 202,266,182

$ ( 125,585,088 )

$ ( 366,057 )

Issuance of common stocks - cash

Issuance of common stocks-non cash

Net income from continued operations

( 6,450,394 )

( 6,634,386 )

Net income from discontinued operations

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

Disposal of discontinued operation

( 3,679,447 )

( 3,546,079 )

Balance at September 30, 2021

$ 220,523,246

$ ( 135,895,273 )

$ ( 787,184 )

$ ( 231,451 )

Months ended September 30, 2020

* Reclassification -

certain reclassifications have been made to the financial statements for the three months ended March 31, 2021 to conform to the presentation

for the three months ended March 31, 2022, with no effect on previously reported net income (loss).

The accompanying notes are an integral part of

these condensed consolidated financial statements.

Future Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Three Months ended March 31, 2021

comprehensive

3 unchanged sentences

$ ( 398,014 )

Issuance of common stocks-conversion of debt

Issuance of common stocks - cash

Net income from continued operations

( 5,650,104 )

Net income from discontinued operations

2 unchanged sentences

Disposal of discontinued operation

( 10,781,209 )

( 6,368,158 )

Balance at September 30, 2020

Balance at March 31, 2021

$ 169,891,428

1 unchanged sentence

$ ( 321,769 )

Months ended September 30, 2021

Three Months ended March 31, 2022

comprehensive

Balance at December 31, 2020

$ 133,510,862

at December 31, 2021

$ 220,523,246

$ ( 138,611,914 )

Issuance of common stocks - cash

Issuance of common stocks-non cash

Net income from continued operations

$ ( 597,862 )

$ ( 590,761 )

Net income from discontinued operations

Share-based payments-service

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

Disposal of discontinued operation

( 2,523,162 )

( 2,698,371 )

Balance at September 30, 2021

payments-service

currency translation adjustment

at March 31, 2022

$ 221,416,496

2 unchanged sentences

$ ( 765,970 )

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

FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 2,698,371 )

$ ( 797,309 )

Net income from discontinued operation

( 2,647,316 )

Net loss from discontinued operation

Net loss from continuing operations

( 2,698,371 )

( 5,650,104 )

Adjustments to reconcile net income to net cash provided by operating activities

Provision for doubtful debts

Adjustments to reconcile net income to net cash provided by

operating activities

Provision (recovery) of doubtful

Share-based payments

Interest expenses related to convertible note

Impairment of short term investment

Interest expenses related to convertible

Changes in operating assets and liabilities

Accounts receivable

( 8,290,510 )

Other receivables

( 1,690,100 )

Advances to suppliers and other current assets

( 5,642,045 )

Accounts payable

Due to related parties

Other receivable

Advances to suppliers and other current

Accrued expenses

( 1,398,587 )

Proceeds from amounts due from related

Repayment of amounts due to related parties,

Advances from customers

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

Net Cash Used in Operating Activities – Discontinued

( 1,438,953 )

Net Cash Used in Operating Activities – Continued Operations

( 19,812,246 )

Net Cash Used in Operating Activities – Discontinued Operations

( 9,543,323 )

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment

Additions to loan receivables

Payment for loan receivable

( 5,000,000 )

Acquisition of a subsidiary, net of cash

Disposal of a subsidiary, net of cash

Repayment for loan receivable

Purchase of intangible assets

( 1,860,606 )

Net Cash Used in Investing Activities from Continued Operations

( 6,706,933 )

( 1,863,550 )

Net Cash Used in Investing Activities from Discontinuing Operations

Net Cash Provided by Investing Activities from Continued Operations

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock, net of issuance costs

Proceeds from the issuance of common stock,

net of issuance costs

Proceeds from loan payable

Proceeds from secured convertible promissory note

Repayment of convertible note payables

Repayment of convertible payable

( 1,163,146 )

Payment of dividends

to the non-controlling interest

Net cash provided by financing activities

1 unchanged sentence

NET INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, beginning of period

Cash and cash equivalents, beginning of

Cash and cash equivalents, end of period

Cash and cash equivalents from the discontinued operations, end of period

Cash and cash equivalents, from the continuing operations end of period

Cash and cash

equivalents from the discontinued operations, end of period

Cash and cash equivalents,

from the continuing operations end of period

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Issuance of common stocks (Note 9)

Deferred liabilities (Note 9)

Debt settlement by issuance of common stock

Issuance of common stocks for conversion of debts

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

FINTECH GROUP INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Issuance of common

stocks for conversion of debts

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CORPORATE INFORMATION

3 unchanged sentences

The main business of the Company includes an online shopping

platform, Chain Cloud Mall (CCM, website:

http://gksharedmall.com/), which is based on blockchain technology;

supply chain financing services

a blockchain-based application incubator;

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

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

Prior to 2019, the Company

engaged in the production and sales of fruit juice concentrates, fruit juice beverages and other fruit-related products in the People’s

platform, Chain Cloud Mall, which is based on blockchain technology;

supply chain financing services and trading, financial technology

service business and the application and development of blockchain-based technology in financial technology services.

The Company has

also expanded into financial services and cryptocurrency market data and information service businesses.

Prior to 2019, the Company engaged

in the production and sales of fruit juice concentrates, fruit juice beverages and other fruit-related products in the People’s

Republic of China (“PRC”, or “China”), and overseas markets.

2 unchanged sentences

a real-name blockchain e-commerce platform that integrates blockchain and internet technology, supply chain financing services and trading

and financial technology services.

July 22, 2020, the Company established Future Commercial Management (Beijing) Co., Ltd.

Its business includes management and consulting

May 11, 2021, the Company established Future Supply (Chengdu) Co., Ltd.

Its business is coal supply chain financing services and trading.

May 21, 2021, the Company established Future Big Data (Chengdu) Co., Ltd.

and financial services.

On July 22, 2020, the Company established Future

Commercial Management (Beijing) Co., Ltd.

Its scope of business includes management and consulting services.

On May 11, 2021, the Company established Future

Supply (Chengdu) Co., Ltd.

Its business is coal and aluminum ingots supply chain financing services and trading.

On May 12, 2021, the Company established Future

Big Data (Chengdu) Co., Ltd.

in Chengdu, China.

Its business includes big data technology

and industrial internet data services.

June 8, 2021, the Company established Tianjin Future Private Equity Fund Management Partnership (Limited Partnership) in Tianjin, China.

Its business is mainly external equity investment.

14, 2021, the Company established Future FinTech Labs Inc.

Its business includes big data technology and industrial internet data services.

On June 8, 2021, the Company established Tianjin

Future Private Equity Fund Management Partnership (Limited Partnership) in Tianjin, China.

Its main business is external equity investment.

June 14, 2021, the Company established Future

FinTech Labs Inc.

in New York to serve as its global R&D and technical support center.

June 24, 2021, the Company established FTFT Capital Investments L.L.C.

On June 24, 2021, the Company established FTFT

Capital Investments L.L.C.

in Dubai, United Arab Emirates.

Its business is to serve institutional

investors and high net worth individuals.

July 5, 2021, the Company established Future Fintech Digital Capital Management, LLC, in the State of Connecticut, which provides investment

advisory services.

August 2, 2021, the Company incorporated FTFT UK Limited in United Kingdom as serve as its operating base to develop fintech business

August 6, 2021, the Company acquired 90 % equity interest of Nice Talent Asset Management Limited which mainly provides assets and wealth

management services.

August 11, 2021, the Company established Future Private Equity Fund Management (Hainan) Co., Ltd.

Its business is to provide financial technology and services, including a cryptocurrency

market data platform that provides investors with real-time cryptocurrency market data and trading information.

On July 2, 2021, the Company established Future

Fintech Digital Number One US, LP.

which is an investment fund.

On July 6, 2021, the Company established Future

Fintech Digital Capital Management, LLC, in the State of Connecticut, which provides investment advisory services and investment fund

On July 6, 2021, the Company established Future

Fintech Digital Number One GP, LLC., which is an off-shore investment fund.

On August 2, 2021, the Company incorporated FTFT

UK Limited in United Kingdom which serve as its operating base to develop fintech business in Europe.

On August 6, 2021, the Company acquired 90 % equity

interest of Nice Talent Asset Management Limited which mainly provides assets and wealth management services.

On August 11, 2021, the Company established Future

Private Equity Fund Management (Hainan) Co., Ltd.

Its business is investment fund management.

Company’s business and operations are principally conducted by its subsidiaries and its blockchain based e-commerce platform business

is conducted through its Variable Interest Entity (“VIE”) - Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as

Chain Cloud Mall E-Commerce (Tianjin) Co., Ltd.

On November 22, 2021, the Company established

FTFT Digital Number One, Ltd., an investment fund.

On November 22, 2021, the Company established

Future Fintech Digital Number One Offshore, LLC., an investment fund.

On December 15, 2021, the Company established

FTFT Super Computing Inc.

Its business is bitcoin and other cryptocurrency mining and related services.

The Company’s business and operations are

principally conducted by its subsidiaries and its blockchain based e-commerce platform business is conducted through its Variable Interest

Entity (“VIE”) - Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce (Tianjin) Co.,

(“E-Commerce Tianjin”) in the PRC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission.

opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and

reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September

30, 2021 and the results of operations and cash flows for the periods ended September 30, 2021 and 2020.

The financial data and other

information disclosed in these notes to the interim financial statements related to these periods are unaudited.

The results for the

three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent periods

or for the entire year ending December 31, 2021.

The balance sheet of December 31, 2020 has been derived from the audited financial statements

at that date.

contractual arrangements with our VIE and their respective shareholders allow us to (i) exercise effective control over our VIE, (ii)

receive substantially all of the economic benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity

interests in our VIE when and to the extent permitted by PRC law.

a result of our direct ownership in our wholly foreign-owned enterprise (“WFOE”) Cloud Chain Network and Technology (Tianjin)

Co., Limited, formerly known as Chain Cloud Mall Network and Technology (Tianjin) Co., Limited (“CCM Tianjin”) and the contractual

arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat it and its subsidiaries as our consolidated

affiliated entities under U.S.

We have consolidated the financial results of our VIE in our condensed consolidated financial statements

in accordance with U.S.

information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally

accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.

These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year

ended December 31, 2020 as included in our Annual Report on Form 10-K.

February 27, 2020, SkyPeople Foods Holding Limited(the “Seller”) completed the transfer of its ownership of HeDeTang Holdings

(“HeDeTang HK”) to New Continent International Co., Ltd.

(the “Buyer”), an unrelated third party and

a company incorporated in the British Virgin Islands for a total price of RMB 0.6 million (approximately $ 85,714 ), pursuant to a Share

Transfer Agreement entered into by the Seller and the Buyer on September 18, 2019 and approved at the special shareholders meeting of

the Company on February 26, 2020.

As the Company believed that no continued cash flow would be generated by the sold component, in accordance

with ASC 205-20, the Company presented the operating results from Hedetang HK as discontinued operations within the accompanying consolidated

financial statements.

addition, Company’s Huludao Wonder operation, a subsidiary which produced concentrated apple juice, suffered continued operating

losses from 2014 to 2016 and its cash flow was minimal for these three years.

In December 2016, the Company established a winding-down

plan to close this operation.

Based on the restructuring plan and in accordance with ASC 205-20, the Company presented the operating

results from Huludao Wonder as a discontinued operation.

On March 11, 2020, the Company’s Board of Directors

passed a resolution to sell the operation of Future Supply Chain limited and Zhonglian Hengxin Assets Management Co., Ltd (“Zhonglian

Hengxin”) and close the operation of Digital Online Marketing Limited, SkyPeople Foods Holding Limited.

and Chain Future Digital

Tech (Beijing) Co., Ltd.

On March 18, 2021, Chain Future Digital Tech (Beijing) Co., Ltd.

was dissolved and deregistered with local government.

May 7, 2020, Future Business Management Co., Ltd.

completed the transfer of its ownership of Zhonglian Hengxin Assets Management Co.,

Ltd to individual third party.

On July 24, 2020, the Company’s Board of Directors passed a resolution to sell the operation of

Hedetang Farm Products Trading Markets (Mei County) Co., Ltd.

and close the operation of Chain Cloud Mall Logistics Center (Shaanxi)

As a result, Skypeople Foods Holding Limited was dissolved on July 27, 2020;

Digital Online Marketing Limited Company was deregistered

on July 28, 2020;

On October 31, 2020, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited and Chain Cloud Mall Logistics

Center (Shanxi) Co., Ltd.

completed the transfer of their ownership of Hedetang Farm Products Trading Markets (Mei country) Co., Ltd.

to third parties.

April 19, 2021, FT Commercial Management (Beijing) Co., Ltd.

Basis of presentation

The unaudited condensed consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial

information and the rules and regulations of the Securities and Exchange Commission.

In the opinion of management, the unaudited financial

statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal

recurring adjustments, necessary to present fairly the financial position as of March 31, 2022 and the results of operations and cash

flows for the periods ended March 31, 2022 and 2021.

The financial data and other information disclosed in these notes to the interim

financial statements related to these periods are unaudited.

The results for the three months ended March 31, 2022 are not necessarily

indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2022.

The balance sheet

at December 31, 2021 has been derived from the audited financial statements at that date.

Our contractual arrangements with our VIE and

their respective shareholders allow us to (i) exercise effective control over our VIE, (ii) receive substantially all of the economic

benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent

permitted by PRC law.

As a result of our direct ownership in our wholly

owned subsidiary and the contractual arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat it

and its subsidiaries as our consolidated affiliated entities under U.S.

We have consolidated the financial results of our VIE in

our condensed consolidated financial statements in accordance with U.S.

Certain information and footnote disclosures

normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have

been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.

These unaudited financial

statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2021

as included in our Annual Report on Form 10-K.

Discontinued Operations

On March 18, 2021, Chain Future Digital Tech (Beijing)

was deregistered.

On April 9, 2021, FT Commercial Management (Beijing)

was dissolved and deregistered.

2 unchanged sentences

to an unrelated third party.

September 2, 2021, Future Supply Chain Co., Ltd.

discontinued its operations.

on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued

Information Reclassification

Historically,

the Company operated in five segments:

concentrated apple juice and apple aroma, concentrated kiwifruit juice and kiwifruit puree, concentrated

pear juice, fruit juice beverages, and others.

the Company classified the juice related operation into discontinued operation in the beginning of year 2019, and in accordance with

the Company’s new business strategy, the Company classified business segment into CCM Shopping Mall Membership, sales of goods,

asset management service , coal and aluminum ingots supply chain financing service and trading and others.

of Estimates in the Preparation of Financial Statements

Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this 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 condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting

The significant areas requiring the use of management estimates include, but not limited to, the allowance for doubtful receivable,

estimated useful life and residual value of property, plant and equipment, impairment of long-lived assets provision for staff benefit,

recognition and measurement of deferred income taxes and 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 our condensed consolidated financial statements.

Company’s financial statements are prepared assuming that the Company will continue as a going concern.

Company incurred operating losses and had negative operating cash flows and may continue to incur operating losses and generate negative

cash flows as the Company implements its future business plan.

These factors raise substantial doubts about the Company’s ability

to continue as a going concern.

On September 2, 2021, Future Supply Chain Co.,

discontinued its operations, and on November 4, 2021, it was transferred to Shaanxi Fu Chen Venture Capital Management Co.

Based on the disposal plan and in accordance

with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.

Segment Information Reclassification

classified business segment into CCM Shopping Mall Membership, asset management service , coal and aluminum

ingots supply chain financing service and trading and others.

Uses of Estimates in the Preparation of Financial

The Company’s condensed consolidated financial

statements have been prepared in accordance with US GAAP and this 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 condensed consolidated

financial statements and reported amounts of revenue and expenses during the reporting period.

The significant areas requiring the use

of management estimates include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value

of property, plant and equipment, impairment of long-lived assets provision for staff benefit, recognition and measurement of deferred

income taxes and 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 our condensed consolidated financial statements.

Going Concern

The Company’s financial statements are

prepared assuming that the Company will continue as a going concern.

The Company incurred operating losses and had

negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its

future business plan.

Operating losses amounted $ 2.70 million, and had negative operating cash flows amounted $ 0.64 million

as of March 31, 2022.

These factors raise substantial doubts about the Company’s ability to continue as a going

The Company has raised funds through issuance of convertible notes and common stock.

ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy

and eventually attain profitable operations.

The accompanying financial statements do not include any adjustments that may be necessary

if the Company is unable to continue as a going concern.

of Long-Lived Assets

accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as

property, plant and equipment and purchased intangibles subject to amortization 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 industrial 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 to be generated by the assets.

such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of

the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value

less cost to sell.

Value of Financial Instruments

Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes

a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.

ASC 820 establishes a three-level

valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include

the following:

The ability of the Company to continue as a going

concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations.

The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a

going concern.

Research and development

Research and development expenses include salaries,

contracted services, as well as the related expenses for our research and product development team, and expenditures relating to our

efforts to develop, design, and enhance our service to our clients.

All the expenses are related to the planning and implementation phases

of development, and costs that are associated with maintenance of the existing websites or software for internal use, apps for users.

Impairment of Long-Lived Assets

In accordance with the ASC 360-10,

Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased

intangibles subject to amortization 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 industrial 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 to be generated by the assets.

If such assets are considered to be impaired,

the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Fair Value of Financial Instruments

The Company has adopted FASB ASC Topic on Fair

Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value

in GAAP, and expands disclosures about fair value measurements.

ASC 820 establishes a three-level valuation hierarchy of valuation techniques

based on observable and unobservable input, which may be used to measure fair value and include the following:

Quoted prices in active markets for identical assets or liabilities.

1 unchanged sentence

quoted prices in markets that are not active;

or other input that is observable or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.

cash and cash equivalents and restricted cash are classified within level 1 of the fair value hierarchy because they are value using

quoted market price.

(Loss) Per Share

ASC 260-10, Earnings Per Share , basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income

(loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period.

EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options

and warrants.

Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common

Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market

price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number

of shares assumed purchased) are included in the denominator of the diluted EPS computation.

The numerators and denominators used in

the computations of basic and diluted EPS are presented in the following table.

Months ended September 30, 2021:

Loss from continuing operations

$ ( 6,634,386 )

Income from discontinuing operations

$ ( 3,859,791 )

Loss available to common stockholders from continuing operations

$ ( 6,634,386 )

Income available to common stockholders from discontinuing operations

$ ( 3,859,791 )

Dilutive EPS:

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations

$ ( 6,634,386 )

Diluted Earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinuing operations

$ ( 3,859,791 )

Months ended September 30, 2020:

Loss from continuing operations

$ ( 2,395,965 )

Income from discontinuing operations

Loss available to common stockholders from continuing operations

$ ( 2,395,965 )

Income available to common stockholders from discontinuing operations

Dilutive EPS:

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations

$ ( 2,395,965 )

Diluted Earnings per share is

calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinuing operations.

the nine months ended September 30, 2021:

Our cash and cash equivalents and restricted

cash are classified within level 1 of the fair value hierarchy because they are value using quoted market price.

Earnings Per Share

Under ASC 260-10, Earnings Per Share ,

basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders

by the weighted-average number of Common Stock outstanding for the period.

Diluted EPS is calculated by using the treasury

stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants.

Under this method, (i)

exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii)

the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the

incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included

in the denominator of the diluted EPS computation.

The numerators and denominators used in the computations of basic and diluted EPS

are presented in the following table.

As of March 31, 2022:

Loss from continuing operations

$ ( 2,523,162 )

Income from discontinuing operations

$ ( 2,647,316 )

Loss available to common stockholders from continuing operations

$ ( 9,047,648 )

Income available to common stockholders from discontinuing operations

Loss available to common stockholders from discontinuing operations

$ ( 2,523,162 )

3 unchanged sentences

$ ( 2,523,162 )

Diluted Earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinuing operations.

$ ( 2,647,316 )

the nine months ended September 30, 2020:

As of March 31, 2021:

Loss from continuing operations

$ ( 541,302 )

Income from discontinuing operations

Loss from discontinuing operations

$ ( 256,007 )

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$ ( 541,302 )

Income available to common stockholders from discontinuing operations

Loss available to common stockholders

from discontinuing operations

$ ( 256,007 )

3 unchanged sentences

$ ( 541,302 )

Diluted Earnings per share is

calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinuing operations.

Diluted Earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

$ ( 256,007 )

and Cash Equivalents

and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted

as to withdrawal and use and with an original maturity of three months or less.

in banks in the PRC are only insured by the government up to RMB 500,000 , and are consequently exposed to risk of loss.

The Company believes

the probability of a bank failure, causing loss to the Company, is remote.

and Allowances

receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount.

We have a policy

of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable.

We extend credit to our customers based on an evaluation of their financial condition and other factors.

We generally do not require

collateral or other security to support accounts receivable.

We perform ongoing credit evaluations of our customers and maintain an allowance

for potential bad debts if required.

receivables, and loan receivables are recognized and carried at the initial amount when occurred less an allowance for any uncollectible

We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable impairment losses

in our existing receivable.

determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers

may have an inability to meet financial obligations.

In these cases, we use assumptions and judgment, based on the best available facts

and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected

to be collected.

These specific allowances are re-evaluated and adjusted as additional information is received.

The amounts calculated

are analyzed to determine the total amount of the allowance.

Cash and Cash Equivalents

Cash and cash equivalents included cash on hand

and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original

maturity of three months or less.

Deposits in banks in the PRC are only insured

by the government up to RMB 500,000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank failure,

causing loss to the Company, is remote.

Receivable and Allowances

Accounts receivable are recognized and

carried at the original invoice amounts less an allowance for any uncollectible amount.

We have a policy of reserving for

uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable.

perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.

Other receivables, and loan receivables are recognized

and carried at the initial amount when occurred less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible

accounts based on our best estimate of the amount of probable impairment losses in our existing receivable.

We determine whether an allowance for doubtful

accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial

In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific

allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected.

These specific allowances

are re-evaluated and adjusted as additional information is received.

The amounts calculated are analyzed to determine the total amount

of the allowance.

We may also record a general allowance as necessary.

write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate

other circumstances that indicate that we should abandon such efforts.

Company has assessed its receivable including credit term and corresponding all its receivables in September 2021.

Upon such credit terms, bad debt expense was $( 15,255 ) and $ 0.24 million during the nine months ended September 30, 2021 and 2020,

respectively.

There is no accounts receivable balance overdue for over 90 days as of September 30, 2021 and December 31, 2020

consist of raw materials, packaging materials (which include ingredients and supplies) and finished goods (which) include finished juice

in the bottling, canning operations and other.

Inventories also consist of merchant gift package to be delivered with the new membership

signed up in our e-commerce platform.

Inventories are valued at the lower of cost or net realizable value.

We determine cost on the basis

of the weighted average method.

The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete

are written off.

apply the five steps defined under ASC 606:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in

the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract,

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

We assess its revenue arrangements against specific

criteria in order to determine if it is acting as principal or agent.

Revenue arrangements with multiple performance obligations are

divided into separate distinct goods or services.

We allocate the transaction price to each performance obligation based on the relative

standalone selling price of the goods or services provided.

Revenue is recognized upon the transfer of control of promised goods or services

to a customer.

do not make any significant judgment in evaluating when control is transferred.

Direct write-offs are taken in the period when

we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we

should abandon such efforts.

The Company has assessed its accounts

receivable including credit term and corresponding all its accounts receivables in March 2022.

Upon such credit terms, bad debt

expense(recovery) was $ 2,002 and $( 15,224 ) during the three months ended March 31, 2022 and 2021, respectively.

Accounts receivables

of nil have been outstanding for over 90 days as of March 31, 2022 and December 31, 2021, respectively.

Revenue Recognition

We apply the five steps defined under ASC 606:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction

price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the

entity satisfies a performance obligation.

We assess its revenue arrangements against specific criteria in order to determine if it is

acting as principal or agent.

Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services.

We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services

Revenue is recognized upon the transfer of control of promised goods or services to a customer.

Control is generally transferred

when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are

transferred to its customers.

We do not make any significant judgment in evaluating

when control is transferred.

Revenue is recorded net of value-added tax.

recognitions are as follows:

sales and membership fee:

Company recognizes the sale of goods 15 days after the products are shipped (after the 15 days return policy).

The revenue from the membership

fee is amortized over the lifetime of the membership, which is one year.

For the merchandise gift package, revenue is recognized when

the receipt of the gift package is confirmed by the members.

Other revenues include revenues earned on net basis from sales of certain

products on our platform.

During the second quarter of 2021, the Company has transformed its member based business model to sales agent

based business model for its online shopping mall.

Revenue recognitions are as follows:

Online sales and Membership fee:

The Company recognizes the sale of goods 15 days after the products

are shipped (after the 15 days return policy).

The revenue from the membership fee is amortized over the lifetime of the membership, which

For the merchandise gift package, revenue is recognized when the receipt of the gift package is confirmed by the members.

Other revenues include revenues earned on net basis from sales of certain products on our platform and agent authorization fee.

the second quarter of 2021, the Company has transformed its member based business model to a sale agent based eCAAS platform for its online

shopping mall.

of coals and aluminum ingots

Company recognize revenue when the receipt of merchandise is confirmed by the customers, which is the point that the title of the goods

is transferred to the customer.

recognize revenue when the receipt of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred

to the customer.

Management Service

The company recognition of service revenue when a service is completed,

the company issues billing to its customers and recognizes revenue according to the billing.

Plant and Equipment

plant and equipment are stated at cost less accumulated depreciation and any impairment losses.

Depreciation is computed using the straight-line

method over the useful lives of the assets.

recognizes service revenue when a service is rendered, the Company issues bills to its customers and recognizes revenue according to the

Property, Plant and Equipment

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

Depreciation is computed using the straight-line method over the useful lives

of the assets.

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that

do not extend the life of the respective assets are expensed as incurred.

Upon disposal of assets, the cost and related accumulated depreciation

are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.

related to property, plant and equipment used in production is reported in cost of sales, and includes amortized amounts related to capital

We estimated that the residual value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and

equipment are depreciated over their estimated useful lives as follows:

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

Upon disposal of assets, the cost and related accumulated depreciation are removed from

the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.

Depreciation related to property, plant and equipment

used in production is reported in cost of sales, and includes amortized amounts related to capital leases.

We estimated that the residual

value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

Machinery and equipment

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Motor vehicles

Leasehold Improvement

intangible assets are recognized based on their cost to the Company, which generally includes the transaction costs of the asset acquisition,

and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying

amounts on the Company’s book.

These assets are amortized over their useful lives if the assets are deemed to have a finite life

and they are reviewed for impairment by testing for recoverability whenever events or changes in circumstances indicate that its carrying

amount may not be recoverable.

The fair value of an intangible asset is the amount that would be determined if the entity used the assumptions

that market participants would use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets

is ten years, which is determined by using the time period that an intangible is estimated to contribute directly or indirectly to a

Company’s future cash flows.

Currency and Other Comprehensive Income (Loss)

financial statements of the Company’s foreign subsidiaries and VIE are measured using the local currency as the functional currency;

however, the reporting currency of the Company is the USD.

Assets and liabilities of the Company’s foreign subsidiaries and VIE

have been translated into USD using the exchange rate at the balance sheet dates, while equity accounts are translated using historical

exchange rate.

The exchange rate we used to convert RMB to USD was 6.49 and 6.52 at the balance sheet dates of September 30, 2021 and

December 31, 2020, respectively.

The average exchange rate for the period has been used to translate revenues and expenses.

exchange rates we used to convert RMB to USD were 6.47 and 6.99 for nine months ended September 30, 2021 and 2020, respectively.

adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment).

use the asset and liability method of accounting for income taxes in accordance with 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 year 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 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.

Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and

penalties, accounting in interim periods, disclosure, and transition.

We have no material uncertain tax positions for any of the reporting

periods presented.

The Company tests goodwill for impairment for its reporting units on

an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value.

fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that implied fair value of

the goodwill within the reporting unit is less than its carrying value.

The company will perform annual goodwill impairment test end

of the fiscal year.

adoption of ASC 842 and related standards, which introduced a lessee model that requires entities to recognize assets and

liabilities for most leases, but recognize expenses on their income statements in a manner similar to current accounting, thus operating

lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease

For short-term leases with an initial lease term of 12 months or less and with purchase options we are reasonably certain will

not be exercised.

As a lessee, the Company leases equipment and office building.

Lease expense is recognized on a straight-line

basis over the lease term.

Company accounts for its convertible notes at issuance by allocating the proceeds received from a convertible note among freestanding

instruments according to ASC 470, Debt, based upon their relative fair values.

The fair value of debt and common stock is determined

based on the closing price of the common stock on the date of the transaction.

Convertible notes are subsequently carried at amortized

Each convertible note is analyzed for the existence of a beneficial conversion feature (“BCF”), defined as the fair

value of the common stock at the commitment date for the convertible note, less the effective conversion price.

No BCF was recognized

for the convertible notes issued during September 30, 2021 and 2020.

Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based

Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date.

Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which

generally is the vesting period.

The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does

not contain a performance or market condition, the cost of the award is expensed on the grant date.

The Company recognizes compensation

cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service

period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion

of the grant-date value of such award that is vested at that date.

interest entities

On July 31, 2019, CCM Tianjin, E-commerce Tianjin,

Zeyao Xue and Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered into the following agreements, or

collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Tianjin has

contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

Therefore, pursuant to ASC 810,

E-Commerce Tianjin is included in the Company’s consolidated financial statements since then.

to Chinese law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses,

the category of business which the Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the

In order to comply with Chinese law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation

and Use Rights Authorization to operate and use the Chain Cloud Mall System owned by CCM Tianjin.

Tianjin was incorporated by Mr.

Intangible Assets

Acquired intangible assets are recognized based

on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized

unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s

These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment

by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants

would use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets is ten year , which is determined

by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.

Foreign Currency and Other Comprehensive Income

The financial statements of the Company’s

foreign subsidiaries are measured using the local currency as the functional currency;

however, the reporting currency of the Company

Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate

at the balance sheet dates, while equity accounts are translated using historical exchange rate.

The exchange rate we used to convert

RMB to USD was 6.35 and 6.38 at the balance sheet dates of March 31, 2022 and December 31, 2021, respectively.

The average exchange rate

for the period has been used to translate revenues and expenses.

The average exchange rates we used to convert RMB to USD were 6.35 and

6.48 for three months ended March 31, 2022 and 2021, respectively.

The exchange rate we used to convert HKD to USD

was 7.83 at the balance sheet dates of March 31, 2022.

The average exchange rate for the period has been used to translate revenues and

The average exchange rates we used to convert HKD to USD were 7.81 for three months ended March 31 2022.

The exchange rate we used to convert GBP to USD

was 0.76 at the balance sheet dates of March 31, 2022.

The average exchange rate for the period has been used to translate revenues and

The average exchange rates we used to convert GBP to USD were 0.75 for three months ended March 31 2022.

The exchange rate we used to convert AED to USD

was 3.67 at the balance sheet dates of March 30, 2022.

The average exchange rate for the period has been used to translate revenues and

The average exchange rates we used to convert AED to USD were 3.67 for three months ended March 31 2022.

Translation adjustments are reported separately

and accumulated in a separate component of equity (cumulative translation adjustment).

We use the asset and liability method of accounting

for income taxes in accordance with 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 year 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 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.

ASC Topic 740-10-30 clarifies the accounting

for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure,

and transition.

We have no material uncertain tax positions for any of the reporting periods presented.

The Company tests goodwill for impairment for

its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its

carrying value.

If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that

implied fair value of the goodwill within the reporting unit is less than its carrying value.

The Company’s evaluation of goodwill

for impairment involves the comparison of the fair value of the reporting unit to its carrying value.

The Company uses the discounted

cash flow model to estimate fair value, which requires management to make significant estimates and assumptions related to forecasts

of future revenue and operating margin.

The company will perform annual goodwill impairment test end of the fiscal year.

Short-term investments

Short-term investments consist primarily of investments

in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and

other investments that the Company has the intention to redeem within one year.

As of March 31, 2022 and 2021, the short-term investments

amounted to $ 1.80 million and $ 2.19 million, respectively.

We adopted ASU No.

2016-02, Leases (Topic 842),

or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains a lease at lease inception.

For operating leases,

we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the

lease term on the consolidated balance sheets at commencement date.

As most of our leases do not provide an implicit rate, we estimate

our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments,

and in economic environments where the leased asset is located.

The ROU assets also include any lease payments made, net of lease incentives.

Lease expense is recorded on a straight-line basis over the lease term.

Our leases often include options to extend and lease terms include

such extended terms when we are reasonably certain to exercise those options.

Lease terms also include periods covered by options to terminate

the leases when we are reasonably certain not to exercise those options.

Convertible notes

The Company accounts for its convertible notes

at issuance by allocating the proceeds received from a convertible note among freestanding instruments according to ASC 470, Debt, based

upon their relative fair values.

The fair value of debt and common stock is determined based on the closing price of the common stock

on the date of the transaction.

Convertible notes are subsequently carried at amortized cost.

Each convertible note is analyzed for the

existence of a beneficial conversion feature (“BCF”), defined as the fair value of the common stock at the commitment date

for the convertible note, less the effective conversion price.

No BCF was recognized for the convertible notes issued during March 31,

2022 and 2021.

Share-based compensation

The Company awards share options and other equity-based

instruments to its employees, directors and consultants (collectively “share-based payments”).

Compensation cost related

to such awards is measured based on the fair value of the instrument on the grant date.

The Company recognizes the compensation cost

over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.

of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

When no future services are required to be performed

by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition,

the cost of the award is expensed on the grant date.

The Company recognizes compensation cost for an award with only service conditions

that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the

cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that

is vested at that date.

Variable interest entities

On July 31, 2019, Cloud Chain Network and Technology

(Tianjin) Co., Limited (“CCM Tianjin” or “WFOE”, formerly known as Chain

Cloud Mall Network and Technology (Tianjin) Co., Limited ), E-commerce Tianjin, and Mr.

Zeyao Xue and Mr.

Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall

Zeyao Xue is a major shareholder of the Company and the son of Mr.

Kai Xu, citizens of China

and shareholders of E-commerce Tianjin, entered into the following agreements, or collectively, the “Variable Interest Entity Agreements”

or “VIE Agreements,” pursuant to which CCM Tianjin has contractual rights to control and operate the business of E-commerce

Tianjin (the “VIE”).

Therefore, pursuant to ASC 810, E-Commerce Tianjin is included in the Company’s consolidated financial

statements since then.

Pursuant to Chinese law and regulations, a foreign

owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses, the category of business which the

Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the Company.

In order to comply with Chinese

law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and

use the Cloud Chain Mall System owned by CCM Tianjin.

E-commerce Tianjin was incorporated by Mr.

Kai Xu solely for the purpose of holding the operation license of the Cloud Chain Mall System.

Zeyao Xue is a major shareholder

of the Company and the son of Mr.

Yongke Xue, the president of the Company.

the Chief Operating Officer of the Company and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary

of the Company.

VIE Agreements are as follows:

1) Exclusive Technology Consulting and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.

Pursuant to the Exclusive Technology Consulting and Service Agreement, CCM Tianjin agreed to act as the exclusive consultant of E-commerce Tianjin and provide technology consulting and services to E-commerce Tianjin.

In exchange, E-commerce Tianjin agreed to pay CCM Tianjin a technology consulting and service fee, the amount of which is to be equivalent to the amount of net profit before tax of E-commerce Tianjin, payable on a quarterly basis after making up losses of previous years (if necessary) and deducting necessary costs, expenses and taxes related to the business operations of E-commerce Tianjin.

Without the prior written consent of CCM Tianjin, E-commerce Tianjin may not accept the same or similar technology consulting and services provided by any third party during the term of the agreement.

All the benefits and interests generated from the agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be CCM Tianjin’s sole and exclusive property.

This agreement has a term of 10 years and may be extended unilaterally by CCM Tianjin with CCM Tianjin’s written confirmation prior to the expiration date.

E-commerce Tianjin cannot terminate the agreement early unless CCM Tianjin commits fraud, gross negligence or illegal acts, or becomes bankrupt or winds up.

Kai Xu was the Chief Operating Officer of the Company

and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company and the vice president

of blockchain division of the Company.

The VIE Agreements are as follows:

1) Exclusive Technology Consulting

and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.

Pursuant to the Exclusive Technology Consulting and Service

Agreement, CCM Tianjin agreed to act as the exclusive consultant of E-commerce Tianjin and provide technology consulting and services

to E-commerce Tianjin.

In exchange, E-commerce Tianjin agreed to pay CCM Tianjin a technology consulting and service fee, the amount

of which is to be equivalent to the amount of net profit before tax of E-commerce Tianjin, payable on a quarterly basis after making

up losses of previous years (if necessary) and deducting necessary costs and expenses and taxes related to the business operations of

E-commerce Tianjin.

Without the prior written consent of CCM Tianjin, E-commerce Tianjin may not accept the same or similar technology

consulting and services provided by any third party during the term of the agreement.

All the benefits and interests generated from the

agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be CCM Tianjin’s sole and

exclusive property.

This agreement has a term of 10 years and may be extended unilaterally by CCM Tianjin with CCM Tianjin’s written

confirmation prior to the expiration date.

E-commerce Tianjin cannot terminate the agreement early unless CCM Tianjin commits fraud,

gross negligence or illegal acts, or becomes bankrupt or winds up.

2) Exclusive Purchase Option Agreement by and among CCM Tianjin, E-commerce Tianjin, Mr.

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Kai Xu have completed all their obligations under the contractual agreements described above.

4) Exclusive Operation and Use Rights Authorization letter which authorizes Chain Cloud Mall E-commerce (Tianjin) Co., Ltd, to exclusively operate and use the Chain Cloud Mall System and the authorization period is the same as the term of the Exclusive Technology Consulting and Service Agreement entered into by and between Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd.

and Cloud Chain Mall E-commerce (Tianjin) Co., Ltd.

4) Exclusive Operation and Use Rights Authorization

letter which authorizes CCM Tianjin, to exclusively operate and use the Cloud Chain Mall System and the authorization period is the same

as the term of the EXCLUSIVE THEHNOLOGY CONSULTING AND SERVICE AGREEMENT entered into by and between CCM Tianjin and E-commerce Tianjin

dated July 31, 2019.

Shared Mall Shopping Platform Software and System Transfer Agreement by and between Future Supply Chain Co., Ltd.

and CCM Tianjin,

pursuant to which the GlobalKey Shared Mall Shopping Platform Software and System was transferred from Future Supply China Co., Ltd.

5) GlobalKey Shared Mall Shopping Platform Software and System Transfer Agreement by and between Future Supply Chain Co., Ltd.

and Cloud Chain Mall Network and Technology (Tianjian) Co., Ltd., pursuant to which the GlobalKey Shared Mall Shopping Platform Software and System was transferred from Future Supply China Co., Ltd.

to CCM Tianjin and that both parties were wholly owned subsidiaries of the Company and transfer price is $ 0 .

Consent Letters.

6) Spousal Consent Letters.

The spouse of Mr.

Zeyao Xue is not married), the shareholder of E-Commerce Tianjin has signed a

spousal consent letter agreeing that the equity interests in E-Commerce Tianjin held by and registered under the name of such shareholder

will be disposed pursuant to the contractual agreements with CCM Network.

The spouse of such shareholder agreed not to assert any

rights over the equity interest in E-Commerce Tianjin held by such shareholder.

Accounting Pronouncements

June 2016, the FASB issued ASU No.

is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing that the equity interests in E-Commerce

Tianjin held by and registered under the name of such shareholder will be disposed pursuant to the contractual agreements with CCM Tianjin.

The spouse of such shareholder agreed not to assert any rights over the equity interest in E-Commerce Tianjin held by such shareholder

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

(“ASU 2016-13”) “Financial Instruments - Credit Losses” (“ASC 326”):

Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected

credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected

loss model which requires the use of forward-looking information to calculate credit loss estimates.

It also eliminates the concept of

other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance

for credit losses rather than as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition

of credit losses.

In November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives

and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to

fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the

definition of a smaller reporting company.

Measurement of Credit Losses

on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at

amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of

forward-looking information to calculate credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and

requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than

as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition of credit losses.

2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),

and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after

December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting

The Company will adopt ASU 2016-13 effective January 1, 2023.

Management is currently evaluating

the effect of the adoption of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition

and credit quality of our investment portfolio and the economic conditions at the time of adoption.

August 2020, the FASB issued Accounting Standards Update No.

2020-06 (ASU 2020-06) “Accounting for Convertible Instruments and

Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics

of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

For public business entities

that are not smaller reporting companies, ASU 2020-6 effective fiscal years beginning after December 15, 2021, and interim periods within

those fiscal years.

does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact

on the accompanying consolidated financial statements.

Management is currently evaluating the effect of the adoption

of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition and credit quality of our

investment portfolio and the economic conditions at the time of adoption.

In November 2021, the FASB issued ASU No.

Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance.

The amendments in this update require

disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model

to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions

on an entity’s financial statements.

The amendments are effective for all entities within their scope, which excludes not-for-profit

entities and employee benefit plans, for financial statements issued for annual periods beginning after December 15, 2021.

Early application

of the amendment is permitted.

The Company adopted ASU No.

2021-10 effective January 1, 2022.

The adoption of this standard did not have

a material impact on the Company consolidated financial statements.

Management does not believe that any other recently

issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial

VARIABLE INTEREST ENTITY

1 unchanged sentence

assets and liabilities are as follows:

September 30,

Current assets

Property and equipment, net

Intangible assets

Total liabilities

$ ( 104,655 )

September 30,

$ ( 186,992 )

Current liabilities:

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Advances from customers

Total current liabilities

Amount due to related party

Total current liabilities

Total liabilities

1 unchanged sentence

are as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

ACCOUNTS RECEIVABLE

Accounts receivable, net consist of the following:

September 30,

Coal and Aluminum Ingots Supply Chain Financing/Trading

Asset management service

Allowance for doubtful accounts

Total accounts receivable, net

Movements of allowance for doubtful accounts are

Beginning balance

Ending balance

The following table sets forth our concentration

of accounts receivable, net of specific allowances for doubtful accounts.

September 30,

Total accounts receivable, net

OTHER RECEIVABLES

As of September 30, 2021, the balance of other

receivables was $ 1.82 million.

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 (the “Agreement”) with Rahim Shah, a resident of United

Kingdom (“Seller”).

Under this agreement, FTFT UK Limited (the “Buyer”) agreed to acquire 100 % of the issued and

outstanding shares (the “Sale Shares”) of Khyber Money Exchange Ltd.

(“Khyber”), a company incorporated in England

and Wales from the Seller for a total of Euros € 685,000 (“Purchase Price”).

Buyer deposited Euros € 685,000 ($ 0.79

million) for the Purchase Price and £ 400,000 ($ 0.54 million) for cash balance expected to be left in the bank account of Khyber

upon the closing (subject to refund to the Buyer upon the actual amount in Khyber’s account at closing) to Buyer’s solicitors

to be held by Buyer’s solicitors in their client account upon the final closing of the acquisition.

addition, other receivables included total $ 0.49 million deposit paid and prepayments.

As of March 31, 2022, the balance of other receivables

was $ 2.4 million.

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 (the “Agreement”) with Rahim Shah, a resident of United Kingdom (“Seller”).

Under this agreement, FTFT UK Limited (the “Buyer”) agreed to acquire 100 % of the issued and outstanding shares (the “Sale

Shares”) of Khyber Money Exchange Ltd.

(“Khyber”), a company incorporated in England and Wales from the Seller for a

total of Euros € 685,000 (“Purchase Price”).

Buyer deposited Euros € 685,000 ($ 0.79 million) for the Purchase Price

and £ 400,000 ($ 0.53 million) for cash balance expected to be left in the bank account of Khyber upon the closing (subject to refund

to the Buyer upon the actual amount in Khyber’s account at closing) to Buyer’s solicitors to be held by Buyer’s solicitors

in their client account upon the final closing of the acquisition.

In addition, other receivables included total

$ 1.09 million deposit paid and prepayments.

LOAN RECEIVABLES

As of September 30, 2021, the balance of loan receivables was $ 6.31

million, which was from third parties.

On July 30, 2021, Future FinTech (Hong Kong) Limited

(“FTFT HK”), a wholly owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.

to the Loan Agreement, FTFT HK loaned up to the amount of USD 6 million to the third party at the annual interest rate of 10 % from July

31, 2021 to January 30, 2022.

On September 16, 2021, Future Commercial Group

(“Future Commercial”), a wholly owned subsidiary of the Company, entered into a “Interest-free Loan Agreement”

with a third party.

Pursuant to the Loan Agreement, Future Commercial loaned USD 0.31 million to the third party from September 16, 2021

to September 16, 2022 with an intent to acquire certain equity interest of this third party.

As of March 31, 2022, the balance of loan receivables

was US$ 5 million, which was from a third party.

On March 10, 2022, Future FinTech (Hong Kong) Limited (“FTFT HK”), a wholly

owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT

HK loaned up to the amount of US$5 million to the third party at the annual interest rate of 10% from March 10, 2022 to September 9,

SHORT TERM INVESTMENT

As of March 31, 2022, the balance of short term

investment was $ 1.80 million.

On September 6, 2021, Future Private Equity Fund Management (Hainan) Co., Ltd.

invested $ 2.05 million (RMB 13,000,000 )

to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types of investment portfolios.

According to the market

value, the Company’s balance of the short term investment was $ 1.8 million on March 31, 2022.

OTHER CURRENT ASSETS

amount of other current assets consisted of the followings:

September 30,

The amount of other current assets consisted of

the followings:

Prepayments for Coal and Aluminum Ingots Supply Chain Financing/Trading

Prepayment for properties

Prepaid expenses

of September 30, 2021, the balance of goodwill mainly represented an amount of $ 16.73 million that arose from acquisition of Nice Talent

Asset Management Limited (“Nice Talent”) in 2021.

On August 6, 2021, the Company through its wholly owned subsidiary Future

FinTech (Hong Kong) Limited., completed its acquisition of 90 % of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises

Limited for HK$ 144,000,000 (the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company

As of March 31, 2022, the balance of goodwill

mainly represented an amount of $ 15.61 million that arose from acquisition of Nice Talent Asset Management Limited (“Nice Talent”)

On August 6, 2021, the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition

of 90 % of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises Limited (“Joy Rich”) for HK$ 144,000,000

(the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) paid in 2,244,156 shares of common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.01 million) shall be paid in shares of common stock of the Company upon the completion of the audited reports

for Nice Talent for the years ended on December 31, 2021 and December 31, 2022.

40 % of the Purchase

Price ($ 7.21 million) shall be paid in shares of common stock of the Company upon the completion of the audited reports for Nice Talent

with 20 % for each of the years ended on December 31, 2021 and December 31, 2022, respectively.

Nice Talent has met the performance requirements

for the year ended on December 31, 2021, however, the 20 % of the Purchase Price has not been paid in the shares of common stock of the

Company to Joy Rich as of the date of this report.

On August 6, 2021 (“Acquisition Date”),

2 unchanged sentences

be paid in the shares of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) paid

in 2,244,156 shares of common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.01 million) shall be paid in shares of

common stock of the Company upon the completion of the audited reports for Nice Talent for the years ended on December 31, 2021 and December

The transaction was accounted for in

accordance with the provisions of ASC 805-10, Business Combinations.

The Company retained an independent appraisal firm to advise

management in the determination of the fair value of the various assets acquired and liabilities assumed.

The values assigned in

these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

60 % of the Purchase Price ($ 11.22 million) was

paid in 2,244,156 shares of common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.21 million) shall be paid in

shares of common stock of the Company upon the completion of the audited reports for Nice Talent with 20 % for each of the years ended

on December 31, 2021 and December 31, 2022, respectively.

Nice Talent has met the performance requirements for the year ended on December

31, 2021, however, the 20 % of the Purchase Price has not been paid in the shares of common stock of the Company to Joy Rich as of the

date of this report.

The transaction was accounted for in accordance

with the provisions of ASC 805-10, Business Combinations.

The Company retained an independent appraisal firm to advise management in the

determination of the fair value of the various assets acquired and liabilities assumed.

The values assigned in these financial statements

represent management’s best estimate of fair values as of the Acquisition Date.

As required by ASC 805-20, Business Combinations—Identifiable

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Accrued expenses and other payables

Total purchase price for acquisition

The Company has included the operating results of Nice Talent in its

unaudited condensed consolidated financial statements since the Acquisition Date.

US$ 686,391 in net sales and US$ 244,761 in net gain

of Nice Talent were included in the unaudited condensed consolidated financial statements for the three months ended September 30, 2021.

Company’s noncancelable operating leases consist of leases for office spaces.

The Company is the lessee under the terms of the

operating leases.

For the nine months ended September 30, 2021, the operating lease cost was $ 0.16 million.

Company’s operating leases have remaining lease terms that range from approximately one year .

As of September 30, 2021, the weighted

average remaining lease term and weighted average discount rate were 0.83 years and 6 %, respectively.

of lease liabilities were as follows:

As of September 30,

From October 1, 2021 to July 31, 2022

Net identifiable assets acquired

non-controlling interests

Total purchase price for acquisition net of $ 275,624 of cash

The Company has included the operating results

of Nice Talent in its consolidated financial statements since the Acquisition Date.

The Company’s non-cancellable operating leases

consist of leases for office space.

The Company is the lessee under the terms of the operating leases.

For the three months ended March

31, 2022, the operating lease cost was $ 0.07 million.

The Company’s operating leases have remaining lease terms of

approximately four months .

As of March 31, 2022, the weighted average remaining lease term and weighted average discount rate were 0.33

years and 6 %, respectively.

Maturities of lease liabilities were as follows:

As of March 31,

From April 1, 2022 to July 31, 2022

amounts representing interest

4 unchanged sentences

Property and equipment consist of the following:

September 30,

Office equipment, fixtures and furniture

1 unchanged sentence

accumulated depreciation and amortization

Construction in progress

Depreciation expense included in general and administration

expenses for the nine months ended September 30, 2021 and 2020 was $ 14,018 and $ 1,073 , respectively.

Depreciation expense included in

cost of sales for the nine months ended September 30, 2021 and 2020 was nil , respectively.

ACCOUNTS PAYABLE

Accounts payable consisted of the followings

September 30,

Accounts payable - Coal and Aluminum Ingots Supply Chain Financing/Trading

LOAN PAYABLES

As of September 30, 2021, loan payables were

expenses for the three months ended March 31, 2022 and 2021 was $ 45,208 and $ 396 , respectively.

Depreciation expense included in cost

of sales for the three months ended March 31, 2022 and 2021 was $ 0 and $ 0 , respectively.

INTANGIBLE ASSETS

Intangible assets consist of the following:

System and software

accumulated depreciation and amortization

( 1,911,303 )

( 1,903,059 )

Amortization expense included in general and administration

expenses for the three months ended March 31, 2022 and 2021 was $ 11,768 and $ 1,248 , respectively.

Amortization expense included in cost

of sales for the three months ended March 31, 2022 and 2021 was $ 0 and $ 0 , respectively.

SHORT TERM LOANS

As of March 31, 2022, loan payables were $ 4.65

million, which consisted of the loan payable of $ 4.65 million to a third party.

Fuce Future Supply Chain (Xi’an) Co., Ltd signed a factoring

business contract with a third party and obtained a factoring financing of $ 4.65 million (RMB 29.50 million) that was interest free, RMB

6.50 million ($ 1.02 million) due date was April 28, 2022, which was renewed to May 28, 2022, RMB 10 million ($ 1.56 million) will due on

May 26, 2022 and RMB 13 million ($ 2.04 million) will due on June 20, 2022.

As of December 31, 2021, loan payables were $ 1.02 million, which consisted

of the loan payable of $ 1.02 million to a third party.

Fuce Future Supply Chain (Xi’an) Co., Ltd signed a factoring

business contract with third party and obtained a factoring financing of $ 1.02 million (RMB 6.5 million) was interest free, with an expiration

date of April 28, 2022.

LONG TERM DEBT

As of March 31, 2022, loan payables were $ 0.19 million, which consisted

of the loan payable of $ 0.19 million to Shaanxi Entai Bio-Technology Co., Ltd.

The loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million

was interest free and has no assets pledged for this loan.

As of December 31, 2021, loan payables were $ 0.19

million, which consisted of the loan payable of $ 0.19 million to Shaanxi Entai Bio-Technology Co., Ltd.

loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million was interest free and has no assets pledged for this loan.

The loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million

was interest free and has no assets pledged for this loan.

ACCRUED EXPENSES AND OTHER PAYABLES

amount of accrued expenses and other payables were consisted of the followings:

September 30,

The amount of accrued expenses and other payables

consisted of the followings:

Legal fee and other professionals

1 unchanged sentence

CONVERTIBLE NOTES PAYABLE

of September 30, 2021 and December 31, 2020, convertible debt consisted of the following:

September 30,

As of March 31, 2022 and December 31, 2021, convertible

debt consisted of the following:

( 1,163,146 )

DEFERRED LIABILITES

As of September 30, 2021, the balance of deferred

liabilities mainly represented an amount of $ 7.01 million that arose from acquisition of Nice Talent Asset Management Limited (“Nice

Talent”) remaining 40 % of the Purchase Price.

40 % of the Purchase Price ($ 7.01 million) shall be paid in shares of common stock

of the Company upon the completion of the audited reports for Nice Talent for the years ended on December 31, 2021 and December 31, 2022.

DEFERRED LIABILITIES

As of March 31, 2022, the balance of deferred

liabilities mainly represented an amount of $ 7.21 million that arose from the payment for the remaining 40 % of the Purchase Price of the

acquisition of Nice Talent Asset Management Limited (“Nice Talent”).

20 % of the Purchase Price (current $3.74 million, non-current

$3.47 million) shall be paid in shares of common stock of the Company upon the completion of the audited reports for Nice Talent for each

of the years ended on December 31, 2021 and December 31, 2022, respectively.

Nice Talent has met the performance requirements for

the year ended on December 31, 2021, however, the 20% of the Purchase Price has not been paid in the shares of common stock of the Company

as of the date of this report.

of December 31, 2021, the balance of deferred liabilities mainly represented an amount of $ 7.12 million that arose from the payment for

the remaining 40 % of the Purchase Price of the acquisition of Nice Talent Asset Management Limited (“Nice Talent”).

the Purchase Price (current $ 3.74 million, non-current $ 3.38 million) shall be paid in shares of common stock of the Company upon the

completion of the audited reports for Nice Talent for each of the years ended on December 31, 2021 and December 31, 2022, respectively.

RELATED PARTY TRANSACTION

of September 30, 2021, the amounts due to the related parties were consisted of the followings:

As of March 31, 2022, the amounts due to the related

parties were consisted of the followings:

Shaanxi Chunlv Ecological Agriculture Co.

Shaanxi Fu Chen Venture Capital Management Co.

holds 80% interest of Chunlv;

Two outside shareholders of the Company are shareholders of Fu Chen.

Accrued expenses, interest free and payment on demand.

Deputy General Manager of a subsidiary of the Company

Accrued expenses, interest free and payment on demand.

General Manager of a subsidiary of the Company

2 unchanged sentences

Accrued expenses, interest free and payment on demand.

Future Supply Chain Co., Ltd.

Fu Chen holds 100% interest of this company

Accrued expenses, interest free and payment on demand.

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

Acquisition of intangibles upon the full completion of the online platform pursuant to an agreement originally entered between parties before Zhi Yan was the general manager of our subsidiary.

Acquisition of intangibles upon the full completion of the online platform

pursuant to an agreement originally entered between parties before Zhi Yan became a related party.

The amount is interest free and payment

Shaanxi Fuju Mining Co., Ltd

Fu Chen holds 80% interest of the company

Accrued expenses, interest free and payment on demand.

As of March 31, 2022, the amounts due from the

related parties were consisted of the followings:

A shareholder of a Company’s subsidiary

Advance to pay for the incorporation costs of the establishment of the subsidiary in Dubai

Amount is interest free and paument on demand.

Chief Executive Officer of a

subsidiary of the Company and Chief Strategy Officer of the Company

Loan receivables, interest free and payment on demand.

Shaanxi Fu Chen Venture Capital Management Co.

Two outside shareholders of the Company are shareholders of Fu

Loan receivables, interest free and payment on demand.

Chief Financial Officer of the Company

Prepaid expenses, interest free and payment on demand.

As of December 31, 2021, the amounts due to the

related parties were consisted of the followings:

General Manager of a subsidiary of the Company

Accrued expenses, interest free and payment on demand.

Vice president of the Company

Accrued expenses, interest free and payment on demand.

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Other payables, interest free and payment on demand.

Future Supply Chain Co., Ltd.

Shaanxi Fu Chen holds 100% interest of this company

Other payables, interest free and payment on demand.

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

Acquisition of intangibles upon the full completion of the online platform pursuant to an agreement originally entered between parties before Zhi Yan became a related party.

The amount is interest free and payment on demand.

2 unchanged sentences

Other payables, interest free and payment on demand.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

Chief Executive Officer of a subsidiary of the Company and Chief Strategy Officer of the Company

Other payables, interest free and payment on demand.

Deputy General Manager of a subsidiary of the Company

3 unchanged sentences

Other payables, interest free and payment on demand.

of September 30, 2021, the amounts due from the related parties were consisted of the followings:

As of December 31, 2021, the amounts due from

the related parties were consisted of the followings:

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two common shareholders with Shaanxi Fu Chen

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Loan receivables, interest free and payment on demand.

2 unchanged sentences

Amount is interest free and payment on demand.

Son of the President of the Company, a shareholder of the VIE of the Company and a major shareholder of the Company

Prepaid expenses*, interest free and payment on demand.

Funds managed by Nice Talent Asset Management Limited

Other receivables, interest free and payment on demand.

Chief Financial Officer of the Company

Prepaid expenses*, interest free and payment on demand.

Ola Johannes Lind

Chief Executive Officer of the FTFT CAPITAL INVESTMENTS L.L.C, a subsidiary of the Company

Prepaid expenses*, interest free and payment on demand.

related party transactions have been approved by the Company’s Audit Committee.

Company is incorporated in the United States of America and is subject to United States federal taxation.

No provisions for income taxes

have been made, as the Company had no U.S.

taxable income for the nine months ended September 30, 2021 and 2020.

The effective income

tax rate for the Company for both of the nine months ended September 30, 2021 and 2020 were 0 % and 0 % respectively.

The Company evaluates the level of authority for each

uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the

unrecognized benefits associated with the tax positions.

For the nine months ended September 30, 2021, the Company had no unrecognized

tax benefits.

Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to

realize the deferred tax assets for its subsidiaries and VIE.

The Company has not provided deferred tax assets

from foreign subsidiaries operating losses because currently no business operation and no future income is anticipating.

amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined

because such determination is not practical.

Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be

permanently reinvested.

Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic

740, Income Taxes .

Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its

PRC subsidiaries do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future.

the Company has not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since

January 1, 2008.

on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of

25% on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

All of the Companies’ Chinese subsidiaries and VIE were subject to an enterprise income tax rate of 25%.

The related party transactions

have been approved by the Company’s Audit Committee.

The Company is incorporated in the United

States of America and is subject to United States federal taxation.

The applicable tax rate is 21 % in 2022 and 2021.

No provisions

for income taxes have been made, as the Company had no U.S.

taxable income for the three months ended March 31, 2022 and 2021.

the three months ended March 31, 2022 and 2021, the Company had current income tax expenses of $ 187,953 and nil , respectively.

The Company evaluates the level of authority for

each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures

the unrecognized benefits associated with the tax positions.

For the years ended March 31, 2022, the Company had no unrecognized tax benefits.

Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred

tax assets for certain subsidiaries and a VIE.

The amount of unrecognized deferred tax liabilities

for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested.

The Company had no material adjustments to its

liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes .

Since the Company

intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends

to their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has not recorded any deferred taxes in

relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

Effective on January 1, 2008, the PRC Enterprise

Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 25% on all domestic-invested enterprises

and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for pre-tax profits below

RMB 1 million is 2.5%;

the tax rate for pre-tax profits between RMB1 million to RMB 3 million is 10%.

E-Commerce Tianjin, Future Supply

(Chengdu) Co., Ltd.

and Future Big Data (Chengdu) Co., Ltd.

were subject to an enterprise income tax rate of 2.5% and 10%.

Other subsidiaries

and VIE were subject to an enterprise income tax rate of 25%.

Future Fin Tech (HongKong) Limited, QR (HK)

Limited and Nice Talent Asset Management Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable

income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.

The applicable tax

rate is 16.5 % in Hong Kong.

FTFT UK LIMITED is incorporated in United Kingdom

and is subject to United Kingdom Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance

with relevant United Kingdom tax laws.

The applicable tax rate is 19 % in United Kingdom.

FTFT CAPITAL INVESTMENTS L.L.C is incorporated

in Dubai, United Arab Emirates.

The applicable tax rate is nil in Dubai, United Arab Emirates.

Digipay Fintech Limited is incorporated in British

Virgin Island.

The applicable tax rate is nil in British Virgin Island.

Reconciliation of the differences between the

statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

Loss before taxation

$ ( 2,510,418 )

$ ( 541,302 )

PRC statutory tax rate

Computed expected benefits

Others, primarily the differences in tax rates

Effect of tax losses not recognized

IMPAIRMENT LOSS

The Company recorded $ 0.25 million of impairment

loss in three months ended 2022 relating to the short term investment mainly due to Future Private Equity Fund Management (Hainan) Co.,

invested $ 2.05 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types

of investment portfolios.

Overall economic environment has worsened in China with Covid-19 outbreak and related lockdown in various cities

in China in 2022, Ukraine war, inflation, looming recession worldwide.

According to the market value, the Company’s balance of the

short term investment was $ 1.8 million on March 31, 2022.

SHARE BASED COMPENSATION

July 12, 2021 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company

granted 1,953,000 shares of common stock of the Company, par value $ 0.001 (the “Shares”), pursuant to the Company’s

2020 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”), including:

500,000 shares to Shanchun Huang, Chief Executive Officer of the Company;

300,000 shares to Yongke Xue, President of the Company;

shares to Ming Yi, Chief Financial Officer of the Company, and 40,000 shares to Yang Liu, Chief Operating Officer of the Company (collectively,

the “Grants”).

The Grants vested immediately on the Grant Date and each of the Grantees also entered into an Unrestricted

Stock Award Agreement with the Company on July 12, 2021.

As the closing price of the company stock was $ 2.81 on July 12, 2021, the Company

recorded an expense of $ 5.49 million in the third quarter of fiscal year 2021.

As of the date of this report, the Shares have been issued

to the Grantees.

Service Agreement

January 25, 2020, the Company entered into a Consulting Service Agreement (the “Agreement”) with Dragon Investment Holding

Limited (Malta) (the “Consultant”), a company incorporated in Malta, pursuant to which Consultant will:

(i) help the Company

to locate new merger projects globally, develop new merger strategy and provide the Company with at least five (5) merger and acquisition

targets that have synergy with the Company’s business and development plans and could clearly contribute to the Company’s

strategic goals each year;

(ii) help the Company to map out new growth strategies in addition to its current business;

(iii) work with

the Company to explore new lines of business and associated growth strategies;

and (iv) conduct market research and evaluating variable

projects and providing feasibility studies per Company’s request from time to time.

Consulting Service Agreement

On January 25, 2020, the Company entered into

a Consulting Service Agreement (the “Agreement”) with Dragon Investment Holding Limited (Malta) (the “Consultant”),

a company incorporated in Malta, pursuant to which Consultant will:

(i) help the Company to locate new merger projects globally, develop

new merger strategy and provide the Company with at least five (5) merger and acquisition targets that have synergy with the Company’s

business and development plans and could clearly contribute to the Company’s strategic goals each year;

(ii) help the Company to

map out new growth strategies in addition to its current business;

(iii) work with the Company to explore new lines of business and associated

growth strategies;

and (iv) conduct market research and evaluating variable projects and providing feasibility studies per Company’s

request from time to time.

The term of the Agreement is three years.

consideration of the services to be provided by the Consultant to the Company, the Company agrees to pay the Consultant a three-year

consulting fee totaling $ 3.0 million.

The Company shall issue a total of 3,750,000 restricted shares of the Company Common Stock (the

“Consultant Shares”) at a price of $ 0.794 per share, (the closing price of the Agreement date), as the payment for the above

mentioned consultant fee to the Consultant.

On February 23, 2020, the Company issued the Consultant Shares pursuant to the Agreement,

of which 1,500,000 shares were released to the Consultant immediately, 1,125,000 and 1,125,000 shares, respectively, will be held by

the Company and released to the Consultant on January 25, 2021 and January 25, 2022 if this Agreement has not been terminated and there

has been no breach of the Agreement by the Consultant at such time.

If the second and/or third release of the shares mentioned above

does not occur, such shares shall be returned to the Company as treasury shares.

The shares contemplated in the Agreement were issued

pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

year ended December 31, 2020, the Company recorded stock related compensation of $ 1.19 million, based on the stock closing price of $ 0.794

on the Agreement date, for the 1,500,000 shares which were released to the Consultant immediately upon issuance.

On January 25, 2021,

the Company recorded stock related compensation of $ 0.89 million, based on the stock closing price of $ 0.794 on the date of the Agreement,

for the 1,125,000 shares which were released to the Consultant on January 25, 2021.

The Company will recognize stock related compensation

of $ 0.89 million for the 1,125,000 shares in the future if and when they are released to the Consultant pursuant to the Agreement.

Purchase Agreement

December 24, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company sold

to the purchasers in a registered direct offering, an aggregate of 4,210,530 units, each consisting of one share of our common stock

and a warrant to purchase 1 share of our Common Stock, at a purchase price of $ 1.90 per unit, for aggregate gross proceeds to the Company

of $ 8,000,007 , before deducting fees to the placement agent and other offering expenses payable by the Company.

On December 29, 2020,

the Company issued Units consisting of an aggregate of 4,210,530 shares of our Common Stock and warrants to purchase up to an aggregate

of 4,210,530 shares of our Common Stock at an exercise price of $ 2.15 per share (the “Investors’ Warrants”).

The Investors’

Warrants have a term of five years and are exercisable by the holder at any time after the date of issuance.

In connection with the offering,

the Company also issued placement agent a warrant to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”)

on substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price

of $ 2.375 per share and are not exercisable until June 24, 2021.

net proceeds offering were $ 7,338,500 , after deducting underwriting discounts and commissions and other estimated offering expenses,

and were received on December 29, 2020.

The Company issued 4,210,530 shares of its Common Stock to the purchaser on December 29, 2020.

During the three months ended March 31, 2021, the Investors Warrants to purchase an aggregate of 4,210,530 shares of common stock were

fully exercised by the investors.

January 11, 2021, the Company entered into a securities purchase agreement with certain purchasers identified on the signature page

thereto, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of 3,000,000 share of its

common stock, par value $ 0.001 per share at a purchase price of $ 5.00 per share, for aggregate net proceeds to the Company of $ 13,797,732 ,

after deducting fees to the placement agent and other offering expenses payable by the Company.

On January 13, 2021, the Company issued

3,000,000 shares of common stock pursuant to this Agreement.

February 9, 2021, the Company entered into a securities purchase agreement with certain purchasers identified on the signature page

thereto, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of 2,000,000 shares of its

common stock, par value $ 0.001 per share at a purchase price of $ 5.95 per share, for aggregate net proceeds to the Company of $ 10,992,250 ,

after deducting fees to the placement agent and other offering expenses payable by the Company.

The Company issued 2,000,000 shares of

common stock to the purchasers on February 11, 2021.

April 1, 2021, the Company entered into a Securities Purchase Agreement with certain purchasers identified on the signature page thereto

(the “Purchasers”), pursuant to which the Company sold to the Purchasers in a registered direct offering, an aggregate of

5,737,706 shares of its common stock, par value $ 0.001 per share at a purchase price of $ 6.10 per share, for aggregate net proceeds to

the Company of approximately $ 32,380,492 , after deducting fees to the placement agent and other offering expenses payable by the Company.

The Company issued 5,737,706 shares of common stock to the purchasers on April 5, 2021.

April 12, 2017, the Company entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”), pursuant

to which the Company offered and sold to the Purchasers, in a registered direct offering, an aggregate of 862,097 shares of common stock,

par value $0.001 per share.

In a concurrent private placement, the Company also issued to the each of the Purchasers a warrant to

purchase one (1) share of the Company’s Common Stock for each share purchased under the Purchase Agreement, pursuant to that certain

Common Stock Purchase Warrant, by and between the Company and each Purchaser (each, a “Warrant”, and collectively, the “Warrants”).

The Warrants will be exercisable beginning on the six-months anniversary of the date of issuance at an initial exercise price of $5.20

per share and will expire on the five and a half year anniversary of the date of issuance.

During the nine months ended September 30,

2021, the holders of the Warrants purchased an aggregate of 319,350 shares of common stock of the Company for $ 1,654,224 , of which 1,230

shares of common stock were issued based upon cashless exercises.

July 26, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with certain investors identified

on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers in a private

placement 548,799 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), at a purchase price of $2.83 per share for an aggregate offering price of $1,553,101 (the “Private Placement”).

The Private Placement was completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities

Act of 1933, as amended.

August 6, 2021, the Company, through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90%

of the issued and outstanding shares of Nice Talent Asset Management Limited from Joy Rich Enterprises Limited (the “Nice Shares”)

for HK$144,000,000 (the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company

60% of the purchase price ($11.22 million) paid in 2,244,156 shares of common stock of the Company on August 4, 2021,

at a price of $5 per share.

DISCONTINUED OPERATIONS

On September 18, 2019, SkyPeople Foods Holdings Limited

(“SkyPeople Foods”) entered into a Share Transfer Agreement (the “Agreement”) with New Continent International

Co., Ltd., (the “Buyer”) a company incorporated in the British Virgin Islands.

Pursuant to the terms of the Agreement, the

Buyer purchased 100% ownership of HeDeTang Holdings (HK) Ltd.

(“HeDeTang HK”) from SkyPeople Foods, which value is primarily

derived from HeDeTang HK’s wholly-owned subsidiary HeDeJiaChuan Holdings Co., Ltd.

and 73.41% owned subsidiary SkyPeople Juice Group

Co., Ltd., for a total price of RMB 600,000 (approximately $85,714) (the “Sale Transaction”).

The Sale Transaction was closed

In consideration of the services to be provided by the Consultant

to the Company, the Company agrees to pay the Consultant a three-year consulting fee totaling $ 3.0 million.

The Company shall issue a

total of 3,750,000 restricted shares of the Company Common Stock (the “Consultant Shares”) at a price of $ 0.794 per share

(the closing price of the Agreement date), as the payment for the abovementioned consultant fee to the Consultant.

On February 23, 2020,

In accordance with ASC Topic 205, Presentation of Financial Statement Discontinued Operations (“ASC

Topic 205”), the Company presented the operation results from HeDeTang HK’s and subsidiaries as a discontinued operation,

as the Company believed that no continued cash flow would be generated by the discontinued component and that the Company would have no

significant continuing involvement in the operations of the discontinued component.

The total assets of HeDeTang HK were $106.85 million

as of February 27, 2020 and the total liabilities of HeDeTang HK were $231.21 million as of February 27, 2020, resulting in a gain on

disposal of $99.87 million.

There was no income or loss from HeDeTang HK from January 1, 2020 to the close of the Sale Transaction.

discontinued operation presented in the financial statement includes Huludao Wonder operation, a subsidiary which produced concentrated

In December 2016, the Company established a winding-down plan to close this operation.

Based on the restructuring plan and

in accordance with ASC 205-20, the Company presented the operating results from Huludao Wonder as a discontinued operation, as the Company

believed that no continued cash flow would be generated by the disposed component (Huludao Wonder) and that the Company would have no

significant continuing involvement in the operation of the discontinued component.

Management of the Company initiated a plan to sell

the property located in Huludao in December 2016, and ceased the depreciation of the property in accordance with ASC 205-20.

27, 2020 pursuant to a Share Transfer Agreement entered into by SkyPeople Foods and New Continent International Co., Ltd.

18, 2019, the ownership of Huludao Wonder was transferred as a subsidiary of HeDeTang HK to New Continent International Co., Ltd.

March 11, 2020, the Company’s Board of Directors passed a resolution to sell the operation of Future Supply Chain Limited and Zhonglian

Hengxin Assets Management Co., Ltd (“Zhonglian Hengxin”) and close the operation of Digital Online Marketing Limited, SkyPeople

Foods Holding Limited.

and Chain Future Digital Tech (Beijing) Co., Ltd.

On March 18, 2021, Chain Future Digital Tech (Beijing) Co.,

was deregistered.

Based on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from

these operations as a discontinued operation.

On October 31, 2020, the transfer of ownership of Future Supply Chain Limited and Zhonglian

Hengxin was completed.

On July 24, 2020, the Company’s Board of

Directors passed a resolution to sell the operation of Hedetang Farm Products Trading Markets (Mei County) Co., Ltd.

and close the operation

of Chain Cloud Mall Logistics Center (Shaanxi) Co., Ltd.

On July 27,2020, Skypeople Foods Holdings Limited was dissolved;

2020 Digital Online Marketing Limited was dissolved;

On October 31, 2020, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited

and Chain Cloud Mall Logistics Center (Shanxi) Co., Ltd.

completed the transfer of their ownership of Hedetang Farm Products Trading Markets

(Mei country) Co., Ltd.

to third parties.

April 19, 2021, FT Commercial Management (Beijing) Co., Ltd was deregistered, resulting in a loss on disposal of $ 21,577 .

On August 2, 2021, Guangchengji (Guangdong) Industrial Co., Ltd was

sold to a third party, resulting in a loss on disposal of $ 3,679,447 .

September 2, 2021, Future Supply Chain Co., Ltd ceased operation.

from discontinued operations for three months ended and nine months ended September 30, 2021 and 2020 was as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

the Company issued the Consultant Shares pursuant to the Agreement, of which 1,500,000 shares were released to the Consultant immediately,

1,125,000 and 1,125,000 shares, respectively, will be held by the Company and released to the Consultant on January 25, 2021 and January

25, 2022 if this Agreement has not been terminated and there has been no breach of the Agreement by the Consultant at such time.

second and/or third release of the shares mentioned above does not occur, such shares shall be returned to the Company as treasury shares.

The shares contemplated in the Agreement were issued pursuant to the exemption from registration provided by Regulation S promulgated

under the Securities Act of 1933, as amended.

For the year ended December 31, 2020, the Company recorded stock related compensation of

$ 1.19 million, based on the stock closing price of $ 0.794 on the Agreement date, for the 1,500,000 shares which were released to the Consultant

immediately upon issuance.

On January 25, 2021, the Company recorded stock related compensation of $ 0.89 million, based on the stock closing

price of $ 0.794 on the date of the Agreement, for the 1,125,000 shares which were released to the Consultant on January 25, 2021.

25, 2022, the Company released the final 1,125,000 shares to the Consultant and the Company has recognized stock related compensation

of $ 0.89 million for the 1,125,000 shares.

Restricted net assets

PRC laws and regulations permit payments of dividends

by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with

PRC accounting standards and regulations.

In addition, the Company’s subsidiaries incorporated in the PRC are required to annually

appropriate 10 % of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of

their respective registered capital.

Furthermore, registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated

in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends.

The restriction

amounted to $ 26.49 million (RMB 168,239,218 ) as of March 31, 2022.

Except for the above or disclosed elsewhere, there is no other restriction

on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

DISCONTINUED OPERATIONS

On November 12, 2020, CCM Tianjin and Chain Cloud Mall Logistics Center

(Shanxi) Co., Ltd.

entered into agreements to transfer their ownership of Hedetang Farm Products Trading Markets (Mei county) Co., Ltd.

(“Hedetang Farm”) to third parties and the Company has discontinued the operations of Hedetang Farm.

However, the ownership

transfer process with local government was delayed due to COVID-19.

On April 9, 2021, FT Commercial Management (Beijing)

Co., Ltd was deregistered, resulting in a loss on disposal of $ 351,914 .

On August 2, 2021, Guangchengji (Guangdong) Industrial

Co., Ltd was sold to a third party.

On November 4, 2021, Future Supply Chain Co.,

Ltd was transferred to a third party.

Loss from discontinued operations

for March 31, 2022 and 2021 was as follows:

COST OF SALES

1 unchanged sentence

General and administrative

Selling expenses

Bad debt provision

(Recovery) of doubtful debts

OTHER INCOME (EXPENSE)

Interest income

Interest expenses

Other income(expenses) net

Income (loss) from discontinued operations before income tax

other income (expenses)

Income from discontinued operations before income tax

Income tax provision

Income (loss) from discontinued operation before noncontrolling interest

Income from discontinued operation before noncontrolling interest

Loss on disposal of discontinued operations

(INCOME) LOSS FROM DISCONTINUED OPERATION

major components of assets and liabilities related to discontinued operations are summarized below:

September 30,

Other current assets

Loan receivables

Property, plant and equipment, net

LOSS FROM DISCONTINUED OPERATION

$ ( 256,007 )

The major components of assets and liabilities

related to discontinued operations are summarized below:

Amount due from related parties

Total assets related to discontinued operations

Accounts payable

Accrued expenses

Loan payables

Amount due to related parties

Amount due from related parties

Total liabilities related to discontinued operations

4 unchanged sentences

The Company operates in four segments starting in fiscal

shared shopping mall membership fee, fruit related products, sales of goods and others.

The operation of fruit related products

is classified as discontinued operation as disclosed in Note 15.

In 2021, the Company principally generates its revenues from coal

and aluminum ingots supply chain financing service and trading business and asset management service.

In compliance with the Company’s business

transformation strategy, membership fees from the shared shopping mall and sales of goods through the shared shopping mall platform started

to generate the main revenues for the Company and became more and more important business sections of the Company from fiscal year 2019,

while its traditional business section of seasonal fruit related products continued to shrink in fiscal year 2019.

However, due the COVID-19

shared shopping mall membership fee coal and aluminum ingots supply chain financing service and trading

business and asset management service and others.

Due the COVID-19

pandemic and restriction on large gatherings in China, which have made the promotion strategy for its online e-commerce platforms difficult

2 unchanged sentences

new members, difficulties in retaining old customers and significant decrease of revenue in e-commerce business, the Company began to

provide supply chain financing services for coal mines and power generation plants to buy and sell coals and trading aluminum ingots.

of our operation might not individually meet the quantitative thresholds for determining reportable segments and we determine the reportable

segments based on the discrete financial information provided to the chief operating decision maker.

The chief operating decision maker

evaluates the results of each segment in assessing performance and allocating resources among the segments.

Since there is an overlap

of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based

on the product segments.

Therefore, operating expenses and asset information by segment are not presented.

Segment profit represents

the gross profit of each reportable segment.

Months ended September 30, 2021

aluminum ingots

financing/trading

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Months ended September 30, 2020

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

of September 30, 2021:

provide supply chain financing services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide

asset management services since August 2021.

Some of our operation might not individually meet

the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

information provided to the chief operating decision maker.

The chief operating decision maker evaluates the results of each segment in

assessing performance and allocating resources among the segments.

Since there is an overlap of services and products between different

subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments.

Therefore, operating

expenses and asset information by segment are not presented.

Segment profit represents the gross profit of each reportable segment.

As of March 31, 2022:

aluminum ingots

4 unchanged sentences

Segment gross profit

$ ( 247,611 )

of September 30, 2020:

As of March 31, 2021:

Reportable segment revenue

Inter-segment loss

Revenue from external customers

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

case with FT Global Litigation

January 2021, FT Global Capital, Inc.

(“FT Global”), a former placement agent of the Company filed a lawsuit against the

Company in the Superior Court of Fulton County, Georgia.

Legal case with FT Global Litigation

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

the complaint, FT Global alleges claims, most of which attempt to hold the Company liable under legal theories that relate back to an

alleged breach of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April

2021, pursuant to the terms of the expired exclusive placement agent agreement.

Allegedly, the exclusive placement agent agreement

required the Company to pay FT Global for capital received during the term of the agreement and for the 12-month period following the

termination of the agreement involving any investors that FT Global introduced and/or wall-crossed to the Company.

Company believes the securities purchase transactions at issue did not involve the one investor which FT Global introduced or wall-crossed

to the Company during the term of the agreement.

FT Global claims approximately $ 7,000,000 in damages and attorneys’ fees.

In the complaint, FT Global alleges claims, most of which

attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement

between FT Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate

FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement

agent agreement.

Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during

the term of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global

introduced and/or wall-crossed to the Company.

However, the Company believes the securities purchase transactions at issue did not

involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims

approximately $ 7,000,000 in damages and attorneys’ fees.

The Company timely removed the case to the United

14 unchanged sentences

First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting the Company’s motion to

dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary information.

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss

FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant

2 unchanged sentences

claim for attorney’s fees, and the court concluded that additional information can be obtained through discovery.

Company will timely file an answer and defenses to FT Global’s complaint which is due on November 24, 2021.

The Company will

continue to vigorously defend the action against FT Global.

Company timely filed an answer and defenses to FT Global’s complaint on November 24, 2021.

On January 3, 2022, the Company

propounded discovery requests upon FT Global, including interrogatories and requests for production of documents.

On March 23, 2022,

the Company propounded requests for admission upon FT Global.

On March 24, 2022, FT Global propounded discovery requests upon the

Company, including requests for production of documents and requests for admission.

On April 1, 2022, FT Global served its response to the Company’s

requests for production of documents.

On May 13, 2022, FT Global served its responses to the Company’s

interrogatories and requests for admissions.

On May 13, 2022, FT Global produced documents in response to the Company’s requests

for production of documents.

The Company will continue to vigorously defend the

action against FT Global.

RISKS AND UNCERTAINTIES

December 2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world.

2020, the World Health Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took

emergency measures to combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office

buildings and facilities in China.

Substantially all of our revenues are generated in China.

In response to the evolving

dynamics related to the COVID-19 outbreak, the Company has followed the guidelines of local authorities as it prioritizes the health

and safety of its employees, contractors, suppliers and business partners.

Our offices in China were closed and all of the Company’s

employees worked from home at the end of January until late March 2020.

The quarantines, travel restrictions, and the temporary closure

of office buildings have materially negatively impacted our business.

Our suppliers were negatively affected, and could continue to be

negatively affected in their ability to supply and ship products to our customers in case of any resurgence of COVID-19.

Our customers

that have been negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and services from us, which

may materially adversely impact our revenue.

The business operations of the third parties’ stores on our e-commerce platform have

been and could continue to be negatively impacted by the outbreak, which may in turn adversely affect the business of our platform as

a whole as well as our financial condition and operating results.

The outbreak has had and might continue to have disruption to our supply

chain, logistics providers, customers or our marketing activities in case of any resurgence of COVID-19, which could materially adversely

impact our business and results of operations.

Some of our customers, contractors, suppliers and other business partners are small and

medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized, and may be vulnerable to an epidemic outbreak

and slowing macroeconomic conditions.

If the SMEs that we work with cannot weather the COVID-19 and the resulting economic impact, or

cannot resume business as usual after a prolonged outbreak, our revenues and business operations may be materially and adversely impacted.

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

meetings and conferences.

Although China has already begun to recover from the outbreak of COVID-19, there have been small outbreaks

of COVID-19 in various cities in China and Chinese government still put a restriction on large gatherings.

These restrictions made the

promotion strategy for our online e-commerce platforms difficult to implement.

The Company has experienced difficulties to subscribe

new members for its online e-commerce platforms and has to transform its business model from member based platform to sales agent based

platform during the second quarter of 2021.

Any further outbreaks of COVID-19 and its new variants could also negatively affect our supply

chain financing service and trading business for coals and aluminum ingots if there is any quarantines, travel restriction or supply

chain disruptions in China due to outbreak.

global economy has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration

and intensity of its impacts.

The Chinese and global growth forecast is extremely uncertain, which would seriously affect customer spending

on our online shopping malls.

the potential economic impact brought by, and the duration of COVID-19 and its new variants may be difficult to assess or predict, a

widespread pandemic could result in significant disruption of global financial markets, negatively impacting our assets management business

as well as reducing our ability to access capital, which could negatively affect our liquidity.

In addition, a recession or market correction

resulting from the spread of COVID-19 and its new variants could materially affect our business and the value of our common stock.

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 and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws

and regulations related to foreign persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be

subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of

newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing

or new PRC laws or regulations may have on our business.

Impact of COVID 19

2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world.

On March 11, 2020, the

World Health Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency

measures to combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office buildings

and facilities in China.

In response to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines

of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers and business partners.

in China were closed and the employees worked from home at the end of January 20200 until late March 2020.

The quarantines, travel restrictions,

and the temporary closure of office buildings have materially negatively impacted our business.

Our suppliers were negatively affected,

and could continue to be negatively affected in their ability to supply and ship products to our customers in case of any resurgence of

Our customers that have been negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and

services from us, which may materially adversely impact our revenue.

The business operations of the third parties’ stores on our

e-commerce platform have been and continue to be negatively impacted by the outbreak, which in turn adversely affects the business of

our platform as a whole as well as our financial condition and operating results.

The outbreak has had and continues to have disruption

to our supply chain, logistics providers, customers or our marketing activities with the new variants of COVID-19, which could materially

adversely impact our business and results of operations.

Although China has already begun to recover from the outbreak of COVID-19, there

are still outbreak in various cities and provinces due to new variants, including the recent outbreak of Omicron variant in Xi’an

city, Hong Kong, Shanghai and Beijing in 2022 which have resulted quarantines, travel restrictions, and temporary closure of office buildings

and facilities in these cities.

The Company’s promotion strategy of CCM Shopping Mall previously mainly relied on the training of

members and distributors through meetings and conferences.

Chinese government still puts 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 Chain

Cloud Mall to a sale agent based eCAAS platform and began to provide supply chain financing services.

economy has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration and

intensity of its impacts.

The Chinese and global growth forecast is extremely uncertain, which would seriously affect our business.

potential economic impact brought by, and the duration of COVID-19 and its new variants may be difficult to assess or predict, a widespread

pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively

affect our liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 and its new variants could materially

negatively affect our business and the value of our common stock.

as we do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing

in the future in the event that we require additional capital.

We currently believe that our financial resources will be adequate to see

us through the outbreak.

However, in the event that we do need to raise capital in the future, outbreak-related instability in the securities

markets could adversely affect our ability to raise additional capital.

Consequently, our results of

operations have been materially and adversely affected by COVID-19 pandemic.

Any potential further impact to our results will depend on,

to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19, new variants

of COVID-19, the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities to

contain the COVID-19 or treat its impact, almost all of which are beyond our control.

PRC Regulations

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

and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or

foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be subject to future changes, and their

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of newly enacted laws, regulations or amendments

may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

SUBSEQUENT EVENTS

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What changed 10-Q

Item 1. Financial Statements