6 unchanged sentences
Accounts receivable, net
+Added: Notes receivable
Advances to suppliers and other current assets
1 unchanged sentence
Other receivables, net
−Removed: Amount due from related party
+Added: Amount due from related parties
Assets related to discontinued operations
12 unchanged sentences
Deferred liabilities
−Removed: Short term loans
+Added: Liabilities related to discontinued operations
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
−Removed: Lease liability-non-current
Long term debt
7 unchanged sentences
300,000,000 shares authorized;
−Removed: 70,067,147 shares and 70,067,147 shares issued and outstanding as of March 31, 2022 and December 31, 2021 respectively
+Added: 70,067,147 shares and 70,067,147 shares issued and outstanding as of June 30, 2022 and December 31, 2021 respectively
Additional paid-in capital
4 unchanged sentences
Accumulated other comprehensive loss
+Added: ( 2,285,669 )
Total Future FinTech Group, Inc.
9 unchanged sentences
Three Months Ended
−Removed: Cost of goods sold
+Added: Six Months Ended
+Added: Cost of revenue
Operating Expenses
General and administrative expenses
−Removed: Research and development expenses
+Added: Research and dvelopment expenses
Selling expenses
−Removed: Provision (Recovery) of doubtful debts
Impairment Loss
+Added: (Recovery) Provision of doubtful debts
Total operating expenses
2 unchanged sentences
( 5,518,926 )
+Added: ( 2,280,571 )
Other (expenses) income
2 unchanged sentences
Other income (expenses), net
−Removed: Total other income, net
+Added: Total other income (expenses), net
Loss from Continuing Operations before Income Tax
( 2,212,746 )
+Added: ( 1,276,405 )
+Added: ( 4,723,164 )
+Added: ( 1,817,707 )
Income tax provision
1 unchanged sentence
( 2,336,534 )
+Added: ( 1,276,405 )
+Added: ( 5,034,905 )
+Added: ( 1,817,707 )
Discontinued Operations (Note 22)
−Removed: Gain on disposal of discontinued operations
−Removed: Loss from discontinued operations
+Added: (Loss) Gain on disposal of discontinued operations
+Added: Income from discontinued operations
( 2,336,688 )
( 5,035,059 )
+Added: ( 1,200,787 )
Net Loss attributable to non-controlling interests
−Removed: loss from continued operations attributable to Future Fintech Group, Inc.
+Added: Net loss from continued operations attributable to Future Fintech Group, Inc.
$ ( 2,110,392 )
$ ( 403,478 )
+Added: $ ( 4,633,554 )
+Added: $ ( 1,200,787 )
Other comprehensive income (loss)
2 unchanged sentences
( 1,276,405 )
+Added: ( 5,034,905 )
+Added: ( 1,817,707 )
Foreign currency translation – continued operations
−Removed: Comprehensive loss - continued
( 1,505,190 )
−Removed: Loss from discontinued operations
( 1,687,807 )
−Removed: Foreign currency translation - discontinued operation
−Removed: Comprehensive loss - discontinued operation
+Added: Comprehensive loss - continued operation
+Added: ( 3,841,724 )
+Added: ( 1,258,185 )
+Added: ( 6,722,712 )
+Added: ( 1,786,799 )
+Added: Net income (loss) from discontinued operations
+Added: Foreign currency translation – discontinued operations
+Added: Comprehensive income (loss) - discontinued operation
Comprehensive Loss
1 unchanged sentence
( 6,722,866 )
+Added: ( 1,168,830 )
Net loss attributable to non-controlling interests
1 unchanged sentence
( 3,615,582 )
−Removed: Loss per share:
+Added: ( 6,321,361 )
+Added: ( 1,168,830 )
+Added: Earnings (Loss) per share:
Basic loss per share from continued operation
−Removed: Basic loss per share from discontinued operation
−Removed: Diluted loss per share:
−Removed: Diluted loss per share
−Removed: Diluted loss per share from discontinued operation
+Added: Basic earnings per share from discontinued operation
+Added: Diluted Earnings (Loss) per share:
+Added: Diluted loss per share from continued operation
+Added: Diluted earnings per share from discontinued operation
Weighted average number of shares outstanding
* Reclassification -
−Removed: certain reclassifications have been made to the financial statements for the three months ended March 31, 2021 to conform to the presentation
−Removed: for the three months ended March 31, 2022, with no effect on previously reported net income (loss).
+Added: certain reclassifications have been made to the financial statements for the period ended June 30, 2021 to conform to the presentation
+Added: for the period ended June 30, 2022, with no effect on previously reported net income (loss).
The accompanying notes are an integral part of
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
−Removed: Three Months ended March 31, 2021
+Added: Three Months ended June 30, 2021
comprehensive
+Added: Balance at March 31, 2021
+Added: $ 169,891,428
+Added: $ ( 125,181,610 )
+Added: $ ( 321,769 )
+Added: Issuance of common stocks - cash
+Added: Net loss from continued operations
+Added: ( 1,276,405 )
+Added: ( 1,276,405 )
+Added: Net income from discontinued operations
+Added: Foreign currency translation adjustment
+Added: Disposal of discontinued operation
+Added: Balance at June 30, 2021
+Added: $ 202,266,182
+Added: $ ( 125,585,088 )
+Added: $ ( 366,057 )
+Added: Three Months ended June 30, 2022
+Added: comprehensive
+Added: Balance at March 31, 2022
+Added: $ 221,416,496
+Added: $ ( 141,135,076 )
+Added: $ ( 780,479 )
+Added: $ ( 765,970 )
+Added: ( 2,110,238 )
+Added: ( 2,336,534 )
+Added: Foreign currency translation adjustment
+Added: ( 1,505,190 )
+Added: ( 1,505,190 )
+Added: Disposition of discontinued operation
+Added: Balance at June 30, 2022
+Added: $ 221,416,496
+Added: $ ( 143,245,468 )
+Added: $ ( 2,285,669 )
+Added: $ ( 992,266 )
+Added: Six Months ended June 30, 2021
+Added: comprehensive
Balance at December 31, 2020
3 unchanged sentences
Issuance of common stocks - cash
−Removed: Net income from continued operations
+Added: Net loss from continued operations
+Added: ( 1,817,707 )
+Added: ( 1,817,707 )
Net income from discontinued operations
2 unchanged sentences
Disposal of discontinued operation
−Removed: Balance at March 31, 2021
+Added: Balance at June 30, 2021
$ 202,266,182
1 unchanged sentence
$ ( 366,057 )
−Removed: Three Months ended March 31, 2022
+Added: Six Months ended June 30, 2022
comprehensive
−Removed: at December 31, 2021
+Added: Balance at December 31, 2021
$ 220,523,246
4 unchanged sentences
( 5,034,905 )
−Removed: payments-service
−Removed: currency translation adjustment
−Removed: at March 31, 2022
+Added: Share-based payments-service
+Added: Foreign currency translation adjustment
( 1,687,807 )
( 1,687,807 )
+Added: Disposition of discontinued operation
+Added: Balance at June 30, 2022
$ 221,416,496
$ ( 143,245,468 )
+Added: $ ( 2,285,669 )
+Added: $ ( 992,266 )
The accompanying notes are an integral part of
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three Months Ended
+Added: For the Six Months Ended
CASH FLOWS FROM OPERATING ACTIVITIES
1 unchanged sentence
$ ( 1,200,787 )
−Removed: Net loss from discontinued operation
+Added: Net (loss) income from discontinued operation
Net loss from continuing operations
( 5,034,905 )
−Removed: Adjustments to reconcile net income to net cash provided by
−Removed: operating activities
−Removed: Provision (recovery) of doubtful
+Added: ( 1,817,707 )
+Added: Adjustments to reconcile net income to net cash provided by (used in) operating activities
+Added: Provision (Recovery) of doubtful debts
Share-based payments
Impairment of short term investment
−Removed: Interest expenses related to convertible
+Added: Interest expenses related to convertible note
Changes in operating assets and liabilities
Accounts receivable
+Added: Notes receivable
+Added: ( 1,174,122 )
Other receivable
−Removed: Advances to suppliers and other current
+Added: ( 1,198,592 )
+Added: Advances to suppliers and other current assets
+Added: ( 2,894,838 )
+Added: Accounts payable
+Added: Proceeds from amounts due from related parties, net
+Added: Repayment of amounts due to related parties, net
+Added: ( 1,180,054 )
Accrued expenses
−Removed: Proceeds from amounts due from related
−Removed: Repayment of amounts due to related parties,
+Added: Taxes payable
Advances from customers
−Removed: Net Cash Used in Operating Activities – Discontinued
−Removed: ( 1,438,953 )
Net Cash Used in Operating Activities – Continued Operations
+Added: ( 5,129,561 )
+Added: ( 3,077,432 )
+Added: Net Cash Used in Operating Activities – Discontinued Operations
+Added: ( 1,247,917 )
CASH FLOWS FROM INVESTING ACTIVITIES
2 unchanged sentences
( 11,363,000 )
−Removed: Repayment for loan receivable
+Added: Repayment of loan receivable
Purchase of intangible assets
−Removed: Net Cash Provided by Investing Activities from Continued Operations
+Added: Net Cash Used in Investing Activities from Continued Operations
+Added: ( 5,985,370 )
+Added: Net Cash Used in Investing Activities from Discontinuing Operations
CASH FLOWS FROM FINANCING ACTIVITIES
−Removed: Proceeds from the issuance of common stock,
−Removed: net of issuance costs
−Removed: Proceeds from loan payable
+Added: Proceeds from the issuance of common stock, net of issuance costs
Repayment of convertible payable
( 1,163,146 )
−Removed: Payment of dividends
−Removed: to the non-controlling interest
+Added: Payment of dividends to the non-controlling interest
+Added: Proceeds from loan payable
Net cash provided by financing activities
Effect of change in exchange rate
+Added: ( 1,263,771 )
NET INCREASE IN CASH AND CASH EQUIVALENTS
−Removed: Cash and cash equivalents, beginning of
+Added: ( 8,242,297 )
+Added: Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
−Removed: Cash and cash
−Removed: equivalents from the discontinued operations, end of period
−Removed: Cash and cash equivalents,
−Removed: from the continuing operations end of period
+Added: Cash and cash equivalents from the discontinued operations, end of period
+Added: Cash and cash equivalents, from the continuing operations, end of period
SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION
−Removed: Issuance of common
−Removed: stocks for conversion of debts
+Added: Deferred liabilities
+Added: SUPPLEMENTAL CASH FLOW INFORMATION:
+Added: Income taxes paid
+Added: Interest paid
The accompanying notes are an integral part of
4 unchanged sentences
Future FinTech Group Inc.
−Removed: (the “Company”)
−Removed: is a holding company incorporated under the laws of the State of Florida.
−Removed: The main business of the Company includes an online shopping
−Removed: platform, Chain Cloud Mall, which is based on blockchain technology;
−Removed: supply chain financing services and trading, financial technology
−Removed: service business and the application and development of blockchain-based technology in financial technology services.
−Removed: The Company has
−Removed: also expanded into financial services and cryptocurrency market data and information service businesses.
−Removed: Prior to 2019, the Company engaged
−Removed: in the production and sales of fruit juice concentrates, fruit juice beverages and other fruit-related products in the People’s
−Removed: Republic of China (“PRC”, or “China”), and overseas markets.
−Removed: Due to the drastically increased production cost
−Removed: and tightened environmental law in China, the Company has transformed its business from fruit juice manufacturing and distribution to
−Removed: a real-name blockchain e-commerce platform that integrates blockchain and internet technology, supply chain financing services and trading
−Removed: and financial services.
−Removed: On July 22, 2020, the Company established Future
−Removed: Commercial Management (Beijing) Co., Ltd.
−Removed: Its scope of business includes management and consulting services.
+Added: (the “Company”) is a holding
+Added: company incorporated under the laws of the State of Florida.
+Added: The main business of the Company includes an online shopping platform, Chain
+Added: Cloud Mall, which is based on blockchain technology, supply chain financing services and trading, assets management, and cryptocurrency
+Added: market data services.
+Added: The Company is also engaged in the development of blockchain based e-Commerce technology, cryptocurrency mining,
+Added: cryptocurrency investment management as well as financial service technology businesses.
+Added: Prior to 2019, the Company engaged in the production
+Added: and sales of fruit juice concentrates, fruit juice beverages and other fruit-related products in the People’s Republic of China
+Added: (“PRC”, or “China”), and overseas markets.
+Added: Due to the drastically increased production cost and tightened environmental
+Added: law in China, the Company has transformed its business from fruit juice manufacturing and distribution to a real-name blockchain e-commerce
+Added: platform that integrates blockchain and internet technology, supply chain financing services and trading, assets management and cryptocurrency
+Added: market data service.
On May 11, 2021, the Company established Future
35 unchanged sentences
On December 15, 2021, the Company established
−Removed: FTFT Super Computing Inc.
+Added: FTFT Supercomputing Inc.
Its business is bitcoin and other cryptocurrency mining and related services.
+Added: On April 14, 2022, the Company established Future
+Added: Trading (Chengdu) Co., Ltd.
+Added: Its business is coal and aluminum ingots supply chain financing services and trading.
+Added: On April 18, 2022, the Company and Future Fintech (Hong Kong) Limited,
+Added: a wholly owned subsidiary of the Company jointly acquired 100 % equity interest of KAZAN S.A., a company incorporated in Republic of Paraguay for $ 288 .
+Added: owns 90 % and FTFT HK owns 10 % of Kazan S.A., respectively.
+Added: has no operation before the acquisition.
+Added: The Company plans to develop
+Added: bitcoin and other cryptocurrency mining and related services in Paraguay.
+Added: The Company has changed its name from KAZAN S.A to FTFT Paraguay S.A.
+Added: on July 28, 2022.
The Company’s business and operations are
5 unchanged sentences
The unaudited condensed consolidated financial
−Removed: statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial
−Removed: information and the rules and regulations of the Securities and Exchange Commission.
−Removed: In the opinion of management, the unaudited financial
−Removed: statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal
−Removed: recurring adjustments, necessary to present fairly the financial position as of March 31, 2022 and the results of operations and cash
−Removed: flows for the periods ended March 31, 2022 and 2021.
−Removed: The financial data and other information disclosed in these notes to the interim
−Removed: financial statements related to these periods are unaudited.
−Removed: The results for the three months ended March 31, 2022 are not necessarily
−Removed: indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2022.
−Removed: The balance sheet
−Removed: at December 31, 2021 has been derived from the audited financial statements at that date.
+Added: statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information
+Added: and the rules and regulations of the Securities and Exchange Commission.
+Added: In the opinion of management, the unaudited financial statements
+Added: have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring
+Added: adjustments, necessary to present fairly the financial position as of June 30, 2022 and the results of operations and cash flows for the
+Added: periods ended June 30, 2022 and 2021.
+Added: The financial data and other information disclosed in these notes to the interim financial statements
+Added: related to these periods are unaudited.
+Added: The results for the three to six months ended June 30, 2022 are not necessarily indicative of
+Added: the results to be expected for any subsequent periods or for the entire year ending December 31, 2022.
+Added: The balance sheet of December 31,
+Added: 2021 has been derived from the audited financial statements at that date.
Our contractual arrangements with our VIE and
3 unchanged sentences
As a result of our direct ownership in our wholly
−Removed: owned subsidiary and the contractual arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat it
−Removed: and its subsidiaries as our consolidated affiliated entities under U.S.
−Removed: We have consolidated the financial results of our VIE in
−Removed: our condensed consolidated financial statements in accordance with U.S.
−Removed: Certain information and footnote disclosures
−Removed: normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have
−Removed: been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.
−Removed: These unaudited financial
−Removed: statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2021
−Removed: as included in our Annual Report on Form 10-K.
+Added: foreign-owned enterprise (“WFOE”) and the contractual arrangements with our VIE, we are regarded as the primary beneficiary
+Added: of our VIE, and we treat it and its subsidiaries as our consolidated affiliated entities under U.S.
+Added: We have consolidated the financial
+Added: results of our VIE in our condensed consolidated financial statements in accordance with U.S.
+Added: Certain information and footnote disclosures normally
+Added: included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed
+Added: or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.
+Added: These unaudited financial statements should
+Added: be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2021 as included in our
+Added: Annual Report on Form 10-K.
Discontinued Operations
8 unchanged sentences
discontinued its operations, and on November 4, 2021, it was transferred to Shaanxi Fu Chen Venture Capital Management Co.
−Removed: Based on the disposal plan and in accordance
−Removed: with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.
+Added: On June 27, 2022, Chain Cloud Mall Logistics Center
+Added: (Shanxi) Co., Ltd.
+Added: was dissolved and deregistered.
+Added: Based on the disposal plan and in accordance with
+Added: ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.
Segment Information Reclassification
−Removed: classified business segment into CCM Shopping Mall Membership, asset management service , coal and aluminum
−Removed: ingots supply chain financing service and trading and others.
+Added: The Company classified business segment into CCM
+Added: 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
−Removed: The Company’s condensed consolidated financial
−Removed: statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the
−Removed: reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated
−Removed: financial statements and reported amounts of revenue and expenses during the reporting period.
−Removed: The significant areas requiring the use
−Removed: of management estimates include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value
−Removed: of property, plant and equipment, impairment of long-lived assets provision for staff benefit, recognition and measurement of deferred
−Removed: income taxes and valuation allowance for deferred tax assets.
−Removed: Although these estimates are based on management’s knowledge of current
−Removed: events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences
−Removed: may be material to our condensed consolidated financial statements.
+Added: The Company’s condensed consolidated financial statements have
+Added: been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts
+Added: of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements
+Added: and reported amounts of revenue and expenses during the reporting period.
+Added: The significant areas requiring the use of management estimates
+Added: include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value of property, plant and equipment,
+Added: impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance
+Added: for deferred tax assets.
+Added: Although these estimates are based on management’s knowledge of current events and actions management may
+Added: undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our condensed
+Added: consolidated financial statements.
Going Concern
−Removed: The Company’s financial statements are
−Removed: prepared assuming that the Company will continue as a going concern.
−Removed: The Company incurred operating losses and had
−Removed: negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its
−Removed: future business plan.
−Removed: Operating losses amounted $ 2.70 million, and had negative operating cash flows amounted $ 0.64 million
−Removed: as of March 31, 2022.
−Removed: These factors raise substantial doubts about the Company’s ability to continue as a going
+Added: The Company’s financial statements are prepared
+Added: assuming that the Company will continue as a going concern.
+Added: The Company incurred operating losses amounted $ 5.03 million and had
+Added: negative operating cash flows amounted $ 5.13 million as of June 30, 2022 and may continue to incur operating losses and generate negative
+Added: cash flows as the Company implements its future business plan.
+Added: These factors raise substantial doubts about the Company’s ability
+Added: to continue as a going concern.
The Company has raised funds through issuance of convertible notes and common stock.
1 unchanged sentence
concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations.
−Removed: The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a
−Removed: going concern.
+Added: accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going
Research and development
Research and development expenses include salaries,
−Removed: contracted services, as well as the related expenses for our research and product development team, and expenditures relating to our
−Removed: efforts to develop, design, and enhance our service to our clients.
−Removed: All the expenses are related to the planning and implementation phases
−Removed: of development, and costs that are associated with maintenance of the existing websites or software for internal use, apps for users.
+Added: contracted services, as well as the related expenses for our research and product development team, and expenditures relating to our efforts
+Added: to develop, design, and enhance our service to our clients.
+Added: All the expenses are related to the planning and implementation phases of
+Added: 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
−Removed: In accordance with the ASC 360-10,
−Removed: Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased
−Removed: intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
−Removed: value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological
−Removed: or other industrial changes.
−Removed: The determination of recoverability of assets to be held and used is made by comparing the carrying amount
−Removed: of an asset to future undiscounted cash flows to be generated by the assets.
+Added: In accordance with the ASC 360-10, Accounting for the Impairment
+Added: or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization
+Added: are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable,
+Added: or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes.
+Added: The determination
+Added: of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows
+Added: 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.
−Removed: Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
+Added: Assets to be disposed are reported at the lower of the carrying amount or fair value less cost to sell.
Fair Value of Financial Instruments
4 unchanged sentences
based on observable and unobservable input, which may be used to measure fair value and include the following:
−Removed: Quoted prices in active markets for identical assets or liabilities.
−Removed: Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
+Added: Level 1 - Quoted prices in active markets for identical
+Added: assets or liabilities.
+Added: Level 2 - Input other than Level 1 that is observable,
+Added: either directly or indirectly, such as quoted prices for similar assets or liabilities;
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.
−Removed: Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.
−Removed: Our cash and cash equivalents and restricted
−Removed: cash are classified within level 1 of the fair value hierarchy because they are value using quoted market price.
−Removed: Earnings Per Share
−Removed: Under ASC 260-10, Earnings Per Share ,
−Removed: basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders
−Removed: by the weighted-average number of Common Stock outstanding for the period.
+Added: Level 3 - Unobservable input that is supported
+Added: by little or no market activity and that is significant to the fair value of the assets or liabilities.
+Added: Our cash and cash equivalents are classified within
+Added: level 1 of the fair value hierarchy because they are value using quoted market price.
+Added: Earnings (Loss) Per Share
+Added: Under ASC 260-10, Earnings Per Share , basic
+Added: EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by
+Added: 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.
−Removed: Under this method, (i)
−Removed: exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii)
−Removed: the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the
−Removed: incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included
−Removed: in the denominator of the diluted EPS computation.
−Removed: The numerators and denominators used in the computations of basic and diluted EPS
−Removed: are presented in the following table.
−Removed: As of March 31, 2022:
+Added: Under this method, (i) exercise
+Added: 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
+Added: from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental
+Added: shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator
+Added: of the diluted EPS computation.
+Added: The numerators and denominators used in the computations of basic and diluted EPS are presented in the
+Added: following table.
+Added: Three Months ended June 30, 2022:
Loss from continuing operations
$ ( 2,110,238 )
+Added: Loss from discontinuing operations
+Added: Loss available to common stockholders from continuing operations
+Added: $ ( 2,110,238 )
Loss available to common stockholders from discontinuing operations
+Added: Dilutive EPS:
+Added: Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.
+Added: 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
$ ( 2,110,238 )
+Added: Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.
+Added: Three Months ended June 30, 2021:
+Added: Loss from continuing operations
+Added: $ ( 1,276,405 )
+Added: Income from discontinuing operations
+Added: Loss available to common stockholders from continuing operations
+Added: $ ( 1,276,405 )
+Added: Income available to common stockholders from discontinuing operations
Dilutive EPS:
2 unchanged sentences
$ ( 1,276,405 )
−Removed: As of March 31, 2021:
+Added: Diluted Earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.
+Added: For the six months ended June 30, 2022:
Loss from continuing operations
1 unchanged sentence
Loss from discontinuing operations
−Removed: $ ( 256,007 )
Loss available to common stockholders from continuing operations
$ ( 5,034,905 )
−Removed: Loss available to common stockholders
−Removed: from discontinuing operations
+Added: Loss available to common stockholders from discontinuing operations
+Added: Dilutive EPS:
+Added: Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.
+Added: 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
$ ( 5,034,905 )
+Added: Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.
+Added: For the six months ended June 30, 2021:
+Added: Loss from continuing operations
+Added: $ ( 1,817,707 )
+Added: Income from discontinuing operations
+Added: Loss available to common stockholders from continuing operations
+Added: $ ( 1,817,707 )
+Added: Income available to common stockholders from discontinuing operations
Dilutive EPS:
3 unchanged sentences
Diluted Earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.
−Removed: $ ( 256,007 )
Cash and Cash Equivalents
7 unchanged sentences
Receivable and Allowances
−Removed: Accounts receivable are recognized and
−Removed: carried at the original invoice amounts less an allowance for any uncollectible amount.
−Removed: We have a policy of reserving for
−Removed: uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable.
−Removed: perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.
+Added: Accounts receivable are recognized and carried
+Added: at the original invoice amounts less an allowance for any uncollectible amount.
+Added: We have a policy of reserving for uncollectible accounts
+Added: based on our best estimate of the amount of probable credit losses in our existing accounts receivable.
+Added: We perform ongoing credit evaluations
+Added: of our customers and maintain an allowance for potential bad debts if required.
Other receivables, and loan receivables are recognized
14 unchanged sentences
should abandon such efforts.
−Removed: The Company has assessed its accounts
−Removed: receivable including credit term and corresponding all its accounts receivables in March 2022.
−Removed: Upon such credit terms, bad debt
−Removed: expense(recovery) was $ 2,002 and $( 15,224 ) during the three months ended March 31, 2022 and 2021, respectively.
−Removed: Accounts receivables
−Removed: of nil have been outstanding for over 90 days as of March 31, 2022 and December 31, 2021, respectively.
+Added: The Company has assessed its accounts receivable
+Added: including credit term and corresponding all its accounts receivables in June 2022.
+Added: Upon such credit terms, bad debt expense was $ 1,973
+Added: and $( 15,254 ) during the six months ended June 30, 2022 and 2021, respectively.
+Added: There is no accounts receivable balance overdue for over
+Added: 90 days as of June 30, 2022 and December 31, 2021.
Revenue Recognition
8 unchanged sentences
Revenue is recognized upon the transfer of control of promised goods or services to a customer.
−Removed: Control is generally transferred
−Removed: when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are
−Removed: transferred to its customers.
We do not make any significant judgment in evaluating
3 unchanged sentences
Online sales and Membership fee:
−Removed: The Company recognizes the sale of goods 15 days after the products
−Removed: are shipped (after the 15 days return policy).
−Removed: The revenue from the membership fee is amortized over the lifetime of the membership, which
−Removed: For the merchandise gift package, revenue is recognized when the receipt of the gift package is confirmed by the members.
−Removed: Other revenues include revenues earned on net basis from sales of certain products on our platform and agent authorization fee.
−Removed: the second quarter of 2021, the Company has transformed its member based business model to a sale agent based eCAAS platform for its online
−Removed: shopping mall.
−Removed: of coals and aluminum ingots
−Removed: recognize revenue when the receipt of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred
−Removed: to the customer.
−Removed: Management Service
−Removed: recognizes service revenue when a service is rendered, the Company issues bills to its customers and recognizes revenue according to the
+Added: The Company recognizes the sale of goods 15 days
+Added: after the products are shipped (after the 15 days return policy).
+Added: The revenue from the membership fee is amortized over the lifetime of
+Added: the membership, which is one year.
+Added: For the merchandise gift package, revenue is recognized when the receipt of the gift package is confirmed
+Added: by the members.
+Added: Other revenues include revenues earned on net basis from sales of certain products on our platform.
+Added: During the second
+Added: quarter of 2021, the Company has transformed its member based business model to sales agent based business model for its online shopping
+Added: Sales of coals and aluminum ingots
+Added: The Company recognize revenue when the receipt
+Added: of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.
+Added: Asset Management Service
+Added: The Company recognizes service revenue when a
+Added: service is rendered, the Company issues bills to its customers and recognizes revenue according to the bills.
Property, Plant and Equipment
18 unchanged sentences
Intangible Assets
−Removed: Acquired intangible assets are recognized based
−Removed: on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized
−Removed: unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s
−Removed: These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment
−Removed: by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
−Removed: fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants
−Removed: would use if they were pricing the intangible asset.
−Removed: The useful life of the Company’s intangible assets is ten year , which is determined
−Removed: by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.
+Added: Acquired intangible assets are recognized based on their cost to the
+Added: Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value
+Added: of non-cash assets given as consideration differs from the assets’ carrying amounts on the Company’s book.
+Added: These assets are
+Added: 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
+Added: whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
+Added: The fair value of an intangible
+Added: asset is the amount that would be determined if the entity used the assumptions that market participants would use if they were pricing
+Added: the intangible asset.
+Added: The useful life of the Company’s intangible assets is ten years, which is determined by using the time period
+Added: that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.
Foreign Currency and Other Comprehensive Income
2 unchanged sentences
however, the reporting currency of the Company
−Removed: Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate
−Removed: at the balance sheet dates, while equity accounts are translated using historical exchange rate.
−Removed: The exchange rate we used to convert
−Removed: RMB to USD was 6.35 and 6.38 at the balance sheet dates of March 31, 2022 and December 31, 2021, respectively.
−Removed: The average exchange rate
−Removed: for the period has been used to translate revenues and expenses.
+Added: Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at
+Added: the balance sheet dates, while equity accounts are translated using historical exchange rate.
+Added: The exchange rate we used to convert RMB
+Added: to USD was 6.71 and 6.38 at the balance sheet dates of June 30, 2022 and December 31, 2021, respectively.
+Added: The average exchange rate for
+Added: the period has been used to translate revenues and expenses.
The average exchange rates we used to convert RMB to USD were 6.48 and 6.47
−Removed: 6.48 for three months ended March 31, 2022 and 2021, respectively.
+Added: for six months ended June 30, 2022 and 2021, respectively.
The exchange rate we used to convert HKD to USD
−Removed: was 7.83 at the balance sheet dates of March 31, 2022.
+Added: was 7.85 at the balance sheet dates of June 30, 2022.
The average exchange rate for the period has been used to translate revenues and
−Removed: The average exchange rates we used to convert HKD to USD were 7.81 for three months ended March 31 2022.
+Added: The average exchange rate we used to convert HKD to USD was 7.83 for six months ended June 30, 2022.
The exchange rate we used to convert GBP to USD
−Removed: was 0.76 at the balance sheet dates of March 31, 2022.
+Added: was 0.82 at the balance sheet dates of June 30, 2022.
The average exchange rate for the period has been used to translate revenues and
−Removed: The average exchange rates we used to convert GBP to USD were 0.75 for three months ended March 31 2022.
+Added: The average exchange rate we used to convert GBP to USD was 0.77 for six months ended June 30, 2022.
The exchange rate we used to convert AED to USD
−Removed: was 3.67 at the balance sheet dates of March 30, 2022.
+Added: was 3.67 at the balance sheet dates of June 30, 2022.
The average exchange rate for the period has been used to translate revenues and
−Removed: The average exchange rates we used to convert AED to USD were 3.67 for three months ended March 31 2022.
+Added: The average exchange rate we used to convert AED to USD was 3.67 for six months ended June 30, 2022.
Translation adjustments are reported separately
5 unchanged sentences
from matters that have been recognized in an entity’s financial statements or tax returns.
−Removed: Deferred tax assets and liabilities
−Removed: are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
−Removed: to be recovered or settled.
−Removed: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of
−Removed: operations in the period that includes the enactment date.
−Removed: A valuation allowance is provided to reduce the deferred tax assets reported
−Removed: 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
−Removed: tax assets will not be realized.
−Removed: ASC Topic 740-10-30 clarifies the accounting
−Removed: for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
+Added: Deferred tax assets and liabilities are
+Added: measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
+Added: be recovered or settled.
+Added: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations
+Added: in the period that includes the enactment date.
+Added: A valuation allowance is provided to reduce the deferred tax assets reported if based
+Added: 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
+Added: will not be realized.
+Added: ASC Topic 740-10-30 clarifies the accounting for
+Added: 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.
10 unchanged sentences
The Company uses the discounted
−Removed: cash flow model to estimate fair value, which requires management to make significant estimates and assumptions related to forecasts
−Removed: of future revenue and operating margin.
−Removed: The company will perform annual goodwill impairment test end of the fiscal year.
+Added: cash flow model to estimate fair value, which requires management to make significant estimates and assumptions related to forecasts of
+Added: future revenue and operating margin.
+Added: The Company did not note any events occurred or circumstances indicated the fair value of a reporting
+Added: unit was below its carrying value as of June 30, 2022.
Short-term investments
2 unchanged sentences
other investments that the Company has the intention to redeem within one year.
−Removed: As of March 31, 2022 and 2021, the short-term investments
−Removed: amounted to $ 1.80 million and $ 2.19 million, respectively.
+Added: As of June 30, 2022 and December 31, 2021, the short-term
+Added: investments amounted to $ 1.26 million and $ 2.19 million, respectively.
We adopted ASU No.
15 unchanged sentences
the leases when we are reasonably certain not to exercise those options.
−Removed: Convertible notes
−Removed: The Company accounts for its convertible notes
−Removed: at issuance by allocating the proceeds received from a convertible note among freestanding instruments according to ASC 470, Debt, based
−Removed: upon their relative fair values.
−Removed: The fair value of debt and common stock is determined based on the closing price of the common stock
−Removed: on the date of the transaction.
−Removed: Convertible notes are subsequently carried at amortized cost.
−Removed: Each convertible note is analyzed for the
−Removed: existence of a beneficial conversion feature (“BCF”), defined as the fair value of the common stock at the commitment date
−Removed: for the convertible note, less the effective conversion price.
−Removed: No BCF was recognized for the convertible notes issued during March 31,
−Removed: 2022 and 2021.
Share-based compensation
1 unchanged sentence
instruments to its employees, directors and consultants (collectively “share-based payments”).
−Removed: Compensation cost related
−Removed: to such awards is measured based on the fair value of the instrument on the grant date.
−Removed: The Company recognizes the compensation cost
−Removed: over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.
−Removed: of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.
+Added: Compensation cost related to
+Added: such awards is measured based on the fair value of the instrument on the grant date.
+Added: The Company recognizes the compensation cost over
+Added: the period the employee is required to provide service in exchange for the award, which generally is the vesting period.
+Added: The amount of
+Added: cost recognized is adjusted to reflect the expected forfeiture prior to vesting.
When no future services are required to be performed
3 unchanged sentences
that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the
−Removed: cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that
−Removed: is vested at that date.
+Added: cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is
+Added: vested at that date.
Variable interest entities
−Removed: On July 31, 2019, Cloud Chain Network and Technology
−Removed: (Tianjin) Co., Limited (“CCM Tianjin” or “WFOE”, formerly known as Chain
−Removed: Cloud Mall Network and Technology (Tianjin) Co., Limited ), E-commerce Tianjin, and Mr.
+Added: On July 31, 2019, Chain Cloud Mall Network and
+Added: Technology (Tianjin) Co., Limited (“CCM Tianjin”), Chain Cloud Mall E-commerce (Tianjin) Co., Ltd.
+Added: (“E-commerce Tianjin”),
Zeyao Xue and Mr.
−Removed: Kai Xu, citizens of China
−Removed: and shareholders of E-commerce Tianjin, entered into the following agreements, or collectively, the “Variable Interest Entity Agreements”
−Removed: or “VIE Agreements,” pursuant to which CCM Tianjin has contractual rights to control and operate the business of E-commerce
−Removed: Tianjin (the “VIE”).
−Removed: Therefore, pursuant to ASC 810, E-Commerce Tianjin is included in the Company’s consolidated financial
−Removed: statements since then.
+Added: Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered into the following agreements, or
+Added: collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Tianjin has
+Added: contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).
+Added: Therefore, pursuant to ASC 810,
+Added: 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
−Removed: Company is conducting in China.
+Added: Company is expanding in China.
CCM Tianjin is an indirectly wholly foreign owned enterprise of the Company.
1 unchanged sentence
law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and
−Removed: use the Cloud Chain Mall System owned by CCM Tianjin.
+Added: use the Chain Cloud Mall System owned by CCM Tianjin.
E-commerce Tianjin was incorporated by Mr.
−Removed: Kai Xu solely for the purpose of holding the operation license of the Cloud Chain Mall System.
+Added: Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall System.
Zeyao Xue is a major shareholder
2 unchanged sentences
Kai Xu was the Chief Operating Officer of the Company
−Removed: and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company and the vice president
−Removed: of blockchain division of the Company.
+Added: and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company and vice president of blockchain
+Added: division of the Company.
The VIE Agreements are as follows:
−Removed: 1) Exclusive Technology Consulting
−Removed: and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.
−Removed: Pursuant to the Exclusive Technology Consulting and Service
−Removed: Agreement, CCM Tianjin agreed to act as the exclusive consultant of E-commerce Tianjin and provide technology consulting and services
−Removed: to E-commerce Tianjin.
−Removed: In exchange, E-commerce Tianjin agreed to pay CCM Tianjin a technology consulting and service fee, the amount
−Removed: 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
−Removed: up losses of previous years (if necessary) and deducting necessary costs and expenses and taxes related to the business operations of
−Removed: E-commerce Tianjin.
−Removed: Without the prior written consent of CCM Tianjin, E-commerce Tianjin may not accept the same or similar technology
−Removed: consulting and services provided by any third party during the term of the agreement.
−Removed: All the benefits and interests generated from the
−Removed: agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be CCM Tianjin’s sole and
−Removed: exclusive property.
−Removed: This agreement has a term of 10 years and may be extended unilaterally by CCM Tianjin with CCM Tianjin’s written
−Removed: confirmation prior to the expiration date.
−Removed: E-commerce Tianjin cannot terminate the agreement early unless CCM Tianjin commits fraud,
−Removed: gross negligence or illegal acts, or becomes bankrupt or winds up.
+Added: 1) Exclusive Technology Consulting and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
29 unchanged sentences
Kai Xu have completed all their obligations under the contractual agreements described above.
−Removed: 4) Exclusive Operation and Use Rights Authorization
−Removed: letter which authorizes CCM Tianjin, to exclusively operate and use the Cloud Chain Mall System and the authorization period is the same
−Removed: as the term of the EXCLUSIVE THEHNOLOGY CONSULTING AND SERVICE AGREEMENT entered into by and between CCM Tianjin and E-commerce Tianjin
+Added: 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.
+Added: and Cloud Chain Mall E-commerce (Tianjin) Co., Ltd.
dated July 31, 2019.
−Removed: 5) GlobalKey Shared Mall Shopping Platform Software and System Transfer Agreement by and between Future Supply Chain Co., Ltd.
−Removed: 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.
+Added: 5) GlobalKey Shared Mall Shopping
+Added: Platform Software and System Transfer Agreement by and between Future Supply Chain Co., Ltd.
+Added: and Chain Cloud Mall Network and Technology
+Added: (Tianjian) Co., Ltd., pursuant to which the GlobalKey Shared Mall Shopping Platform Software and System was transferred from Future Supply
+Added: China Co., Ltd.
to CCM Tianjin and that both parties were wholly owned subsidiaries of the Company and transfer price is $ 0 .
1 unchanged sentence
The spouse of Mr.
−Removed: is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing that the equity interests in E-Commerce
−Removed: Tianjin held by and registered under the name of such shareholder will be disposed pursuant to the contractual agreements with CCM Tianjin.
−Removed: The spouse of such shareholder agreed not to assert any rights over the equity interest in E-Commerce Tianjin held by such shareholder
+Added: Xue is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing that the equity interests in
+Added: E-Commerce Tianjin held by and registered under the name of such shareholder will be disposed pursuant to the contractual agreements
+Added: with CCM Tianjin.
+Added: The spouse of such shareholder agreed not to assert any rights over the equity interest in E-Commerce Tianjin held
+Added: by such shareholder.
New Accounting Pronouncements
14 unchanged sentences
The Company will adopt ASU 2016-13 effective January 1, 2023.
−Removed: Management is currently evaluating the effect of the adoption
−Removed: of ASU 2016-13 on the consolidated financial statements.
−Removed: The effect will largely depend on the composition and credit quality of our
−Removed: investment portfolio and the economic conditions at the time of adoption.
+Added: Management is currently evaluating the effect of the adoption of
+Added: ASU 2016-13 on the consolidated financial statements.
+Added: The effect will largely depend on the composition and credit quality of our investment
+Added: portfolio and the economic conditions at the time of adoption.
In November 2021, the FASB issued ASU No.
33 unchanged sentences
are as follows:
+Added: Three Months Ended
+Added: Six Months Ended
ACCOUNTS RECEIVABLE
2 unchanged sentences
Asset management service
−Removed: Total accounts receivable, net
+Added: Total accounts receivable
The following table sets forth our concentration
1 unchanged sentence
Total accounts receivable, net
+Added: NOTE RECEIVABLES
+Added: As of June 30, 2022, the balance of note receivables
+Added: was $ 1.17 million, which was from third party.
+Added: The Company accepted $1.17 million (RMB7.88 million)
+Added: bank acceptance drafts from third party interest free of accounts receivable.
+Added: The acceptance draft was issued on April 28, 2022 and has
+Added: a maturity date of April 28, 2023 .
OTHER RECEIVABLES
−Removed: As of March 31, 2022, the balance of other receivables
+Added: As of June 30, 2022, the balance of other receivables
was $ 3.17 million.
9 unchanged sentences
in their client account upon the final closing of the acquisition.
−Removed: In addition, other receivables included total
−Removed: $ 1.09 million deposit paid and prepayments.
+Added: April 22, 2022, Champion Energy Services,
+Added: LLC and FTFT Supercomputing Inc.
+Added: signed an Electricity Sales and Purchases Agreement.
+Added: Upon enrollment of FTFT Supercomputing
+Added: Inc.’s facilities, Champion Energy Services, LLC shall sell and deliver, or engage a third party (including Local Utility) to
+Added: deliver, and FTFT Supercomputing Inc.
+Added: shall purchase and receive, 100 % of FTFT Supercomputing Inc.’s electricity requirements
+Added: for enrolled FTFT Supercomputing Inc.’s facilities at the Delivery Point(s) solely for use at FTFT Supercomputing Inc’s
+Added: FTFT Supercomputing Inc shall provide an initial amount of Adequate Assurance to Champion Energy Services, LLC in the
+Added: form of a cash deposit amounted $ 1.00 million.
+Added: In addition, other receivables included deposit
+Added: paid and prepayments amounting to $ 0.97 million.
LOAN RECEIVABLES
−Removed: As of March 31, 2022, the balance of loan receivables
−Removed: was US$ 5 million, which was from a third party.
−Removed: On March 10, 2022, Future FinTech (Hong Kong) Limited (“FTFT HK”), a wholly
−Removed: owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.
−Removed: Pursuant to the Loan Agreement, FTFT
−Removed: 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,
+Added: As of June 30, 2022, the balance of loan receivables
+Added: was $ 11.59 million, which was from third parties.
+Added: On September 8, 2021, FUCE Future Supply Chain
+Added: (Xi’an) Co., Ltd., a wholly owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.
+Added: to the Loan Agreement, FUCE Future Supply Chain (Xi’an) Co., Ltd.
+Added: loaned an amount of US$0.22 million (RMB1.5million) to the third
+Added: party at the annual interest rate of 5% from September 8, 2021 to September 7, 2022.
+Added: On March 10, 2022, Future FinTech (Hong Kong)
+Added: Limited (“FTFT HK”), a wholly owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.
+Added: Pursuant to the Loan Agreement, FTFT HK loaned an amount of US$5 million to the third party at the annual interest rate of 10% from March
+Added: 10, 2022 to September 9, 2022.
+Added: On May 30, 2022, FTFT HK entered into a “Loan
+Added: Agreement” with a third party.
+Added: Pursuant to the Loan Agreement, FTFT HK loaned an amount of US$ 6.36 million to the third party at
+Added: the annual interest rate of 10% from May 31, 2022 to May 30,2023.
SHORT TERM INVESTMENT
−Removed: As of March 31, 2022, the balance of short term
+Added: As of June 30, 2022, the balance of short term
investment was $ 1.26 million.
3 unchanged sentences
According to the market
−Removed: value, the Company’s balance of the short term investment was $ 1.8 million on March 31, 2022.
−Removed: OTHER CURRENT ASSETS
−Removed: The amount of other current assets consisted of
−Removed: the followings:
+Added: value, the Company’s balance of the short term investment was $ 1.26 million on June 30, 2022.
+Added: ADVANCES TO SUPPLIERS AND OTHER
+Added: CURRENT ASSETS
+Added: The amount of advances to suppliers and other
+Added: current assets consisted of the followings:
Prepayments for Coal and Aluminum Ingots Supply Chain Financing/Trading
Prepaid expenses
−Removed: As of March 31, 2022, the balance of goodwill
−Removed: mainly represented an amount of $ 15.61 million that arose from acquisition of Nice Talent Asset Management Limited (“Nice Talent”)
+Added: As of June 30, 2022, the balance of goodwill mainly
+Added: represented an amount of $ 15.69 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
27 unchanged sentences
As required by ASC 805-20, Business Combinations—Identifiable
−Removed: Assets and Liabilities, and Any Noncontrolling Interest, management conducted a review to reassess whether they identified all the assets
+Added: Assets and Liabilities, and Any Non-controlling Interest, management conducted a review to reassess whether they identified all the assets
acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of
13 unchanged sentences
of Nice Talent in its consolidated financial statements since the Acquisition Date.
−Removed: The Company’s non-cancellable operating leases
−Removed: consist of leases for office space.
+Added: The Company’s non-cancellable operating
+Added: leases consist of leases for office space.
The Company is the lessee under the terms of the operating leases.
−Removed: For the three months ended March
−Removed: 31, 2022, the operating lease cost was $ 0.07 million.
−Removed: The Company’s operating leases have remaining lease terms of
−Removed: approximately four months .
−Removed: As of March 31, 2022, the weighted average remaining lease term and weighted average discount rate were 0.33
−Removed: years and 6 %, respectively.
+Added: For the six months ended
+Added: June 30, 2022, the operating lease cost was $ 0.02 million.
+Added: The Company’s operating lease has remaining
+Added: lease term of approximately one month .
+Added: As of June 30, 2022, the weighted average remaining lease term and weighted average discount rate
+Added: were 0.08 years and 6 %, respectively.
Maturities of lease liabilities were as follows:
−Removed: As of March 31,
−Removed: From April 1, 2022 to July 31, 2022
+Added: As of June 30,
+Added: From July 1, 2022 to July 31, 2022
amounts representing interest
9 unchanged sentences
Depreciation expense included in general and administration
−Removed: expenses for the three months ended March 31, 2022 and 2021 was $ 45,208 and $ 396 , respectively.
−Removed: Depreciation expense included in cost
−Removed: of sales for the three months ended March 31, 2022 and 2021 was $ 0 and $ 0 , respectively.
+Added: expenses for the six months ended June 30, 2022 and 2021 was $ 90,182 and $ 1,411 , respectively.
+Added: Depreciation expense included in cost of
+Added: sales for the six months ended June 30, 2022 and 2021 was $ 0 and $ 0 , respectively.
INTANGIBLE ASSETS
5 unchanged sentences
Amortization expense included in general and administration
−Removed: expenses for the three months ended March 31, 2022 and 2021 was $ 11,768 and $ 1,248 , respectively.
−Removed: Amortization expense included in cost
−Removed: of sales for the three months ended March 31, 2022 and 2021 was $ 0 and $ 0 , respectively.
−Removed: SHORT TERM LOANS
−Removed: As of March 31, 2022, loan payables were $ 4.65
−Removed: million, which consisted of the loan payable of $ 4.65 million to a third party.
−Removed: Fuce Future Supply Chain (Xi’an) Co., Ltd signed a factoring
−Removed: business contract with a third party and obtained a factoring financing of $ 4.65 million (RMB 29.50 million) that was interest free, RMB
−Removed: 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
−Removed: May 26, 2022 and RMB 13 million ($ 2.04 million) will due on June 20, 2022.
−Removed: As of December 31, 2021, loan payables were $ 1.02 million, which consisted
−Removed: of the loan payable of $ 1.02 million to a third party.
−Removed: Fuce Future Supply Chain (Xi’an) Co., Ltd signed a factoring
−Removed: business contract with third party and obtained a factoring financing of $ 1.02 million (RMB 6.5 million) was interest free, with an expiration
−Removed: date of April 28, 2022.
+Added: expenses for the six months ended June 30, 2022 and 2021 was $ 28,233 and $ 2,500 , respectively.
+Added: Amortization expense included in cost of
+Added: sales for the six months ended June 30, 2022 and 2021 was $ 0 and $ 0 , respectively.
LONG TERM DEBT
−Removed: As of March 31, 2022, loan payables were $ 0.19 million, which consisted
−Removed: of the loan payable of $ 0.19 million to Shaanxi Entai Bio-Technology Co., Ltd.
−Removed: The loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million
−Removed: was interest free and has no assets pledged for this loan.
+Added: As of June 30, 2022, loan payables were $ 0.18
+Added: million, which consisted of the loan payable of $ 0.18 million to Shaanxi Entai Bio-Technology Co., Ltd.
+Added: The loan from Shaanxi Entai Bio-Technology Co.,
+Added: Ltd of $ 0.18 million was interest free and has no assets pledged for this loan from August 1, 2019 to August 1, 2024.
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.
−Removed: The loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million
−Removed: was interest free and has no assets pledged for this loan.
+Added: The loan from Shaanxi Entai Bio-Technology Co.,
+Added: Ltd of $ 0.19 million was interest free and has no assets pledged for this loan from August 1, 2019 to August 1, 2024.
ACCRUED EXPENSES AND OTHER PAYABLES
4 unchanged sentences
CONVERTIBLE NOTES PAYABLE
−Removed: As of March 31, 2022 and December 31, 2021, convertible
+Added: As of June 30, 2022 and December 31, 2021, convertible
debt consisted of the following:
1 unchanged sentence
DEFERRED LIABILITIES
−Removed: As of March 31, 2022, the balance of deferred
+Added: As of June 30, 2022, the balance of deferred liabilities
+Added: mainly represented an amount of $ 7.30 million that arose from the payment for the remaining 40 % of the Purchase Price of the acquisition
+Added: of Nice Talent Asset Management Limited (“Nice Talent”).
+Added: 20% of the Purchase Price (current $3.74 million, non-current $3.56
+Added: 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
+Added: the years ended on December 31, 2021 and December 31, 2022, respectively.
+Added: Nice Talent has met the performance requirements for the year
+Added: 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
+Added: the date of this report.
+Added: As 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
3 unchanged sentences
of the years ended on December 31, 2021 and December 31, 2022, respectively.
−Removed: Nice Talent has met the performance requirements for
−Removed: 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
−Removed: as of the date of this report.
−Removed: of December 31, 2021, the balance of deferred liabilities mainly represented an amount of $ 7.12 million that arose from the payment for
−Removed: the remaining 40 % of the Purchase Price of the acquisition of Nice Talent Asset Management Limited (“Nice Talent”).
−Removed: 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
−Removed: 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
−Removed: As of March 31, 2022, the amounts due to the related
−Removed: parties were consisted of the followings:
−Removed: Shaanxi Chunlv Ecological Agriculture Co.
−Removed: Shaanxi Fu Chen Venture Capital Management Co.
−Removed: holds 80% interest of Chunlv;
−Removed: Two outside shareholders of the Company are shareholders of Fu Chen.
−Removed: Accrued expenses, interest free and payment on demand.
−Removed: Deputy General Manager of a subsidiary of the Company
−Removed: Accrued expenses, interest free and payment on demand.
+Added: As of June 30, 2022, the amounts due to the related
+Added: parties consisted of the followings:
General Manager of a subsidiary of the Company
Accrued expenses, interest free and payment on demand.
−Removed: Vice president of the Company
−Removed: Accrued expenses, interest free and payment on demand.
−Removed: Future Supply Chain Co., Ltd.
−Removed: Fu Chen holds 100% interest of this company
−Removed: Accrued expenses, interest free and payment on demand.
Reits (Beijing) Technology Co., Ltd
Zhi Yan is the legal representative of this company
−Removed: Acquisition of intangibles upon the full completion of the online platform
−Removed: pursuant to an agreement originally entered between parties before Zhi Yan became a related party.
−Removed: The amount is interest free and payment
−Removed: Shaanxi Fuju Mining Co., Ltd
−Removed: Fu Chen holds 80% interest of the company
−Removed: Accrued expenses, interest free and payment on demand.
−Removed: As of March 31, 2022, the amounts due from the
−Removed: related parties were consisted of the followings:
−Removed: A shareholder of a Company’s subsidiary
−Removed: Advance to pay for the incorporation costs of the establishment of the subsidiary in Dubai
−Removed: Amount is interest free and paument on demand.
−Removed: Chief Executive Officer of a
−Removed: subsidiary of the Company and Chief Strategy Officer of the Company
−Removed: Loan receivables, interest free and payment on demand.
−Removed: Shaanxi Fu Chen Venture Capital Management Co.
−Removed: Two outside shareholders of the Company are shareholders of Fu
−Removed: Loan receivables, interest free and payment on demand.
+Added: 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.
+Added: The amount is interest free and payment on demand.
+Added: As of June 30, 2022, the amounts due from the
+Added: related parties consisted of the followings:
+Added: Deputy General Manager of a subsidiary of the Company and VP of the blockchain division of the Company
+Added: Prepaid expenses, interest free and payment on demand.
Chief Financial Officer of the Company
Prepaid expenses, interest free and payment on demand.
−Removed: As of December 31, 2021, the amounts due to the
−Removed: related parties were consisted of the followings:
+Added: Chief Executive Officer of a subsidiary of the Company and Chief Strategy Officer of the Company
+Added: Prepaid expenses, interest free and payment on demand.
+Added: As of December 31, 2021, the amounts due
+Added: to the related parties consisted of the followings:
General Manager of a subsidiary of the Company
20 unchanged sentences
Other payables, interest free and payment on demand.
−Removed: Deputy General Manager of a subsidiary of the Company
+Added: Deputy General Manager of a subsidiary of the Company and VP of the blockchain
+Added: division of the Company
Accrued expenses, interest free and payment on demand.
2 unchanged sentences
Other payables, interest free and payment on demand.
−Removed: As of December 31, 2021, the amounts due from
−Removed: the related parties were consisted of the followings:
+Added: As of December 31, 2021, the amounts due
+Added: from the related parties consisted of the followings:
Shaanxi Fu Chen Venture Capital Management Co.
5 unchanged sentences
Amount is interest free and payment on demand.
−Removed: The related party transactions
−Removed: have been approved by the Company’s Audit Committee.
−Removed: The Company is incorporated in the United
−Removed: States of America and is subject to United States federal taxation.
+Added: related party transactions have been approved by the Company’s Audit Committee.
+Added: The Company is incorporated in the United States
+Added: of America and is subject to United States federal United States federal taxation.
The applicable tax rate is 21 % in 2022 and 2021.
−Removed: No provisions
−Removed: for income taxes have been made, as the Company had no U.S.
−Removed: taxable income for the three months ended March 31, 2022 and 2021.
−Removed: the three months ended March 31, 2022 and 2021, the Company had current income tax expenses of $ 187,953 and nil , respectively.
+Added: provisions for income taxes have been made, as the Company had no U.S.
+Added: taxable income for the six months ended June 30, 2022 and 2021.
+Added: For the six months ended June 30, 2022 and 2021, the Company had current income tax expenses of $ 311,741 and nil , respectively.
The Company evaluates the level of authority for
12 unchanged sentences
liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes.
−Removed: Since the Company
−Removed: intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends
−Removed: to their immediate foreign holding companies in the foreseeable future.
−Removed: Accordingly, the Company has not recorded any deferred taxes in
−Removed: relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.
+Added: Since the Company intends
+Added: to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to
+Added: their immediate foreign holding companies in the foreseeable future.
+Added: Accordingly, the Company has not recorded any deferred taxes in relation
+Added: to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.
Effective on January 1, 2008, the PRC Enterprise
10 unchanged sentences
and VIE were subject to an enterprise income tax rate of 25%.
−Removed: Future Fin Tech (HongKong) Limited, QR (HK)
−Removed: Limited and Nice Talent Asset Management Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable
−Removed: income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.
−Removed: The applicable tax
−Removed: rate is 16.5 % in Hong Kong.
+Added: Future Fin Tech (HongKong) Limited, QR (HK) Limited
+Added: and Nice Talent Asset Management Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as
+Added: reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.
+Added: The applicable tax rate is 16.5 %
+Added: in Hong Kong.
FTFT UK LIMITED is incorporated in United Kingdom
8 unchanged sentences
The applicable tax rate is nil in British Virgin Island.
−Removed: Reconciliation of the differences between the
−Removed: statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:
+Added: Reconciliation
+Added: of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the
Loss before taxation
1 unchanged sentence
$ ( 1,817,707 )
−Removed: PRC statutory tax rate
−Removed: Computed expected benefits
−Removed: Others, primarily the differences in tax rates
−Removed: Effect of tax losses not recognized
+Added: Notional tax on profit before CIT and Hong Kong
+Added: Computed expected tax expense
+Added: ( 1,180,791 )
+Added: Others, primarily the difference in tax rates
+Added: Deferred tax assets losses not recognized
IMPAIRMENT LOSS
The Company recorded $ 0.70 million of impairment
−Removed: loss in three months ended 2022 relating to the short term investment mainly due to Future Private Equity Fund Management (Hainan) Co.,
+Added: loss in six months ended 2022 relating to the short term investment mainly due to Future Private Equity Fund Management (Hainan) Co.,
invested $ 1.94 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types
3 unchanged sentences
According to the market value, the Company’s balance of the
−Removed: short term investment was $ 1.8 million on March 31, 2022.
+Added: short term investment was $ 1.26 million on June 30, 2022.
SHARE BASED COMPENSATION
17 unchanged sentences
total of 3,750,000 restricted shares of the Company Common Stock (the “Consultant Shares”) at a price of $ 0.794 per share
−Removed: (the closing price of the Agreement date), as the payment for the abovementioned consultant fee to the Consultant.
+Added: (the closing price of the Agreement date), as the payment for the above mentioned consultant fee to the Consultant.
On February 23, 2020,
23 unchanged sentences
The restriction
−Removed: amounted to $ 26.49 million (RMB 168,239,218 ) as of March 31, 2022.
+Added: amounted to $ 25.95 million (RMB 168,239,218 ) as of June 30, 2022.
Except for the above or disclosed elsewhere, there is no other restriction
1 unchanged sentence
DISCONTINUED OPERATIONS
−Removed: On November 12, 2020, CCM Tianjin and Chain Cloud Mall Logistics Center
−Removed: (Shanxi) Co., Ltd.
−Removed: entered into agreements to transfer their ownership of Hedetang Farm Products Trading Markets (Mei county) Co., Ltd.
−Removed: (“Hedetang Farm”) to third parties and the Company has discontinued the operations of Hedetang Farm.
−Removed: However, the ownership
−Removed: transfer process with local government was delayed due to COVID-19.
+Added: On March 18, 2021, Chain Future Digital Tech (Beijing)
+Added: was deregistered.
On April 9, 2021, FT Commercial Management (Beijing)
−Removed: Co., Ltd was deregistered, resulting in a loss on disposal of $ 351,914 .
−Removed: On August 2, 2021, Guangchengji (Guangdong) Industrial
−Removed: Co., Ltd was sold to a third party.
−Removed: On November 4, 2021, Future Supply Chain Co.,
−Removed: Ltd was transferred to a third party.
−Removed: Loss from discontinued operations
−Removed: for March 31, 2022 and 2021 was as follows:
+Added: was dissolved and deregistered.
+Added: On August 2, 2021, the Company sold Guangchengji
+Added: (Guangdong) Industrial Co., Ltd.
+Added: to an unrelated third party.
+Added: On September 2, 2021, Future Supply Chain Co.,
+Added: discontinued its operations, and on November 4, 2021, it was transferred to Shaanxi Fu Chen Venture Capital Management Co.
+Added: On June 27, 2022, Chain Cloud Mall Logistics Center
+Added: (Shanxi) Co., Ltd.
+Added: was dissolved and deregistered.
+Added: Loss from discontinued operations for June 30, 2022
+Added: and 2021 was as follows:
+Added: Three Months Ended
+Added: Six Months Ended
COST OF SALES
1 unchanged sentence
General and administrative
−Removed: (Recovery) of doubtful debts
+Added: Bad debt provision
OTHER INCOME (EXPENSE)
Interest income
−Removed: other income (expenses)
+Added: Other income(expenses) net
Income from discontinued operations before income tax
Income tax provision
−Removed: Income from discontinued operation before noncontrolling interest
−Removed: Loss on disposal of discontinued operations
−Removed: LOSS FROM DISCONTINUED OPERATION
−Removed: $ ( 256,007 )
+Added: Income from discontinued operation before non-controlling interest
+Added: (Loss) Income on disposal of discontinued operations
+Added: (LOSS) INCOME FROM DISCONTINUED OPERATION
The major components of assets and liabilities
related to discontinued operations are summarized below:
+Added: Property, plant and equipment, net
+Added: Other current assets
Amount due from related parties
1 unchanged sentence
Accrued expenses
−Removed: Amount due from related parties
+Added: Amount due to related parties
Total liabilities related to discontinued operations
4 unchanged sentences
The Company operates in four segments starting in fiscal
−Removed: shared shopping mall membership fee coal and aluminum ingots supply chain financing service and trading
−Removed: business and asset management service and others.
−Removed: Due the COVID-19
−Removed: pandemic and restriction on large gatherings in China, which have made the promotion strategy for its online e-commerce platforms difficult
−Removed: to implement and the Company has experienced difficulties to subscribe new members for its online e-commerce platforms.
−Removed: Due to lack of
−Removed: new members, difficulties in retaining old customers and significant decrease of revenue in e-commerce business, the Company began to
−Removed: provide supply chain financing services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide
−Removed: asset management services since August 2021.
+Added: “shared shopping mall membership fee coal and aluminum ingots supply chain financing service and trading business and asset
+Added: management service and others”.
+Added: Due the COVID-19 pandemic and restriction on large
+Added: gatherings in China, which have made the promotion strategy for its online e-commerce platforms difficult to implement and the Company
+Added: has experienced difficulties to subscribe new members for its online e-commerce platforms.
+Added: Due to lack of new members, difficulties in
+Added: retaining old customers and significant decrease of revenue in e-commerce business, the Company began to provide supply chain financing
+Added: services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide asset management services since
Some of our operation might not individually meet
8 unchanged sentences
Segment profit represents the gross profit of each reportable segment.
−Removed: As of March 31, 2022:
−Removed: aluminum ingots
−Removed: financing/trading
+Added: Three months ended June 30, 2022
Reportable segment revenue
2 unchanged sentences
Segment gross profit
−Removed: As of March 31, 2021:
+Added: Three months ended June 30, 2021
Reportable segment revenue
+Added: Inter-segment loss
Revenue from external customers
Segment gross profit
+Added: Six months ended June 30, 2022:
+Added: Reportable segment revenue
+Added: Inter-segment loss
+Added: Revenue from external customers
+Added: Segment gross profit
+Added: Six months June 30, 2021:
+Added: Reportable segment revenue
+Added: Inter-segment loss
+Added: Revenue from external customers
+Added: Segment gross profit
COMMITMENTS AND CONTINGENCIES
3 unchanged sentences
FT Global served the complaint upon the Company in January 2021.
−Removed: In the complaint, FT Global alleges claims, most of which
−Removed: attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement
−Removed: between FT Global and the Company in July 2020 which had a term of three months.
−Removed: FT Global claims that the Company failed to compensate
−Removed: FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement
−Removed: agent agreement.
−Removed: Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during
−Removed: the term of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global
−Removed: introduced and/or wall-crossed to the Company.
−Removed: However, the Company believes the securities purchase transactions at issue did not
−Removed: involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.
−Removed: FT Global claims
−Removed: approximately $ 7,000,000 in damages and attorneys’ fees.
+Added: In the complaint, FT Global alleges claims, most of which attempt to
+Added: hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT
+Added: Global and the Company in July 2020 which had a term of three months.
+Added: FT Global claims that the Company failed to compensate FT Global
+Added: for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent
+Added: Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term
+Added: of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global introduced
+Added: and/or wall-crossed to the Company.
+Added: However, the Company believes the securities purchase transactions at issue did not involve the one
+Added: investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.
+Added: FT Global claims approximately $ 7,000,000
+Added: in damages and attorneys’ fees.
The Company timely removed the case to the United
2 unchanged sentences
On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.
−Removed: FT Global argues that the Court
−Removed: should deny the Company’s motion to dismiss.
−Removed: However, if the Court is inclined to grant the Company’s motion to dismiss,
−Removed: FT Global requested that the Court permit it to file an amended complaint.
−Removed: On April 8, 2021, the parties filed a Joint Preliminary
−Removed: Report and Discovery Plan.
−Removed: On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling
−Removed: Order placing this case on a six-month discovery tract.
+Added: FT Global argues that the Court should
+Added: deny the Company’s motion to dismiss.
+Added: However, if the Court is inclined to grant the Company’s motion to dismiss, FT Global
+Added: requested that the Court permit it to file an amended complaint.
+Added: On April 8, 2021, the parties filed a Joint Preliminary Report and Discovery
+Added: On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling Order placing this
+Added: case on a six-month discovery tract.
On April 30, 2021, the Company served FT Global with its Initial Disclosures.
−Removed: On May 6, 2021, FT Global served the Company with its Initial Disclosures.
−Removed: On May 17, 2021, FT Global served the Company with its
−Removed: First Amended Initial Disclosures.
−Removed: On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss
−Removed: FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary information.
−Removed: The Court denied the Company’s motion to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant
−Removed: to the terms of the exclusive placement agent agreement;
+Added: On May 6, 2021, FT
+Added: Global served the Company with its Initial Disclosures.
+Added: On May 17, 2021, FT Global served the Company with its First Amended Initial Disclosures.
+Added: On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach
+Added: of contract claim as to the disclosure of its confidential and proprietary information.
+Added: The Court denied the Company’s motion to
+Added: dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent
ii) claim for breach of the covenant of good faith and fair dealing;
−Removed: claim for attorney’s fees, and the court concluded that additional information can be obtained through discovery.
−Removed: Company timely filed an answer and defenses to FT Global’s complaint on November 24, 2021.
−Removed: On January 3, 2022, the Company
−Removed: propounded discovery requests upon FT Global, including interrogatories and requests for production of documents.
−Removed: On March 23, 2022,
−Removed: the Company propounded requests for admission upon FT Global.
−Removed: On March 24, 2022, FT Global propounded discovery requests upon the
−Removed: Company, including requests for production of documents and requests for admission.
−Removed: On April 1, 2022, FT Global served its response to the Company’s
−Removed: requests for production of documents.
−Removed: On May 13, 2022, FT Global served its responses to the Company’s
−Removed: interrogatories and requests for admissions.
−Removed: On May 13, 2022, FT Global produced documents in response to the Company’s requests
−Removed: for production of documents.
−Removed: The Company will continue to vigorously defend the
−Removed: action against FT Global.
+Added: and iii) claim for attorney’s fees, and the Court
+Added: concluded that additional information can be obtained through discovery.
+Added: The Company timely filed an answer and defenses to FT Global’s
+Added: complaint on November 24, 2021.
+Added: On January 3, 2022, the Company propounded discovery requests upon FT Global, including interrogatories
+Added: and requests for production of documents.
+Added: On March 23, 2022, the Company propounded requests for admission upon FT Global.
+Added: 2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for admission.
+Added: On April 1, 2022, FT Global served its response to the Company’s requests for production of documents.
+Added: On May 13, 2022, FT Global
+Added: served its responses to the Company’s interrogatories and requests for admissions.
+Added: On May 13, 2022, FT Global produced documents
+Added: in response to the Company’s requests for production of documents.
+Added: On June 3, 2022, the Company produced documents in response to
+Added: FT Global’s requests for production of documents.
+Added: On August 3, 2022, the Company took the deposition of FT Global.
+Added: 2022, FT Global took the deposition of the Company.
+Added: On August 3, 2022, the Court granted the parties’ Consent Motion to Extend Discovery
+Added: Period extending the discovery period from August 5, 2022 to September 14, 2022 and the deadline to file dispositive motions to October
+Added: The Company will continue to vigorously defend the action against FT Global.
RISKS AND UNCERTAINTIES
Impact of COVID 19
−Removed: 2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world.
−Removed: On March 11, 2020, the
−Removed: World Health Organization characterized the outbreak as a “pandemic”.
−Removed: In early 2020, Chinese government took emergency
−Removed: measures to combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office buildings
−Removed: and facilities in China.
−Removed: In response to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines
−Removed: of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers and business partners.
−Removed: in China were closed and the employees worked from home at the end of January 20200 until late March 2020.
−Removed: The quarantines, travel restrictions,
−Removed: and the temporary closure of office buildings have materially negatively impacted our business.
−Removed: Our suppliers were negatively affected,
−Removed: and could continue to be negatively affected in their ability to supply and ship products to our customers in case of any resurgence of
−Removed: Our customers that have been negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and
−Removed: services from us, which may materially adversely impact our revenue.
−Removed: The business operations of the third parties’ stores on our
−Removed: e-commerce platform have been and continue to be negatively impacted by the outbreak, which in turn adversely affects the business of
−Removed: our platform as a whole as well as our financial condition and operating results.
−Removed: The outbreak has had and continues to have disruption
−Removed: to our supply chain, logistics providers, customers or our marketing activities with the new variants of COVID-19, which could materially
−Removed: adversely impact our business and results of operations.
−Removed: Although China has already begun to recover from the outbreak of COVID-19, there
−Removed: are still outbreak in various cities and provinces due to new variants, including the recent outbreak of Omicron variant in Xi’an
−Removed: city, Hong Kong, Shanghai and Beijing in 2022 which have resulted quarantines, travel restrictions, and temporary closure of office buildings
−Removed: and facilities in these cities.
−Removed: The Company’s promotion strategy of CCM Shopping Mall previously mainly relied on the training of
−Removed: members and distributors through meetings and conferences.
+Added: In December 2019, a novel strain of coronavirus
+Added: was reported and has spread throughout China and other parts of the world.
+Added: On March 11, 2020, the World Health Organization characterized
+Added: the outbreak as a “pandemic”.
+Added: In early 2020, Chinese government took emergency measures to combat the spread of the virus,
+Added: including quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China.
+Added: In response to the
+Added: evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local authorities as it prioritizes the
+Added: health and safety of its employees, contractors, suppliers and business partners.
+Added: Our offices in China were closed and employees worked
+Added: from home at the end of January 2020 until late March 2020.
+Added: The quarantines, travel restrictions, and the temporary closure of office
+Added: buildings have negatively impacted our business.
+Added: Our suppliers were negatively affected, and could continue to be negatively affected
+Added: in their ability to supply and ship products to our customers in case of any resurgence of COVID-19.
+Added: Our customers that have been negatively
+Added: impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and services from us, which may materially adversely
+Added: impact our revenue.
+Added: The business operations of the third parties’ stores on our e-commerce platform have been and continue to be
+Added: negatively impacted by the outbreak, which in turn adversely affects the business of our platform as a whole as well as our financial
+Added: condition and operating results.
+Added: The outbreak has had and continues to have disruption to our supply chain, logistics providers, customers
+Added: or our marketing activities with the new variants of COVID-19, which could materially adversely impact our business and results of operations.
+Added: Although China has already begun to recover from the outbreak of COVID-19, there are still outbreak in various cities and provinces
+Added: due to new variants, including the recent outbreak of Omicron variant in Xi’an city, Hong Kong, Shanghai and Beijing in 2022 which
+Added: have resulted quarantines, travel restrictions, and temporary closure of office buildings and facilities in these cities.
+Added: The Company’s
+Added: 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.
−Removed: These restrictions
−Removed: made the promotion strategy for our online e-commerce platforms difficult to implement and the Company has experienced difficulties to
−Removed: subscribe new members for its online e-commerce platforms.
−Removed: Due to the lack of new subscribers, in June 2021, the Company suspended
−Removed: its cross-border e-commerce platform NONOGIRL.
−Removed: Also, since the second quarter of 2021, the Company has transformed its member-based Chain
−Removed: Cloud Mall to a sale agent based eCAAS platform and began to provide supply chain financing services.
−Removed: economy has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration and
−Removed: intensity of its impacts.
−Removed: The Chinese and global growth forecast is extremely uncertain, which would seriously affect our business.
−Removed: potential economic impact brought by, and the duration of COVID-19 and its new variants may be difficult to assess or predict, a widespread
−Removed: pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively
−Removed: affect our liquidity.
−Removed: In addition, a recession or market correction resulting from the spread of COVID-19 and its new variants could materially
−Removed: negatively affect our business and the value of our common stock.
−Removed: 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
−Removed: in the future in the event that we require additional capital.
−Removed: We currently believe that our financial resources will be adequate to see
−Removed: us through the outbreak.
−Removed: However, in the event that we do need to raise capital in the future, outbreak-related instability in the securities
−Removed: markets could adversely affect our ability to raise additional capital.
−Removed: Consequently, our results of
−Removed: operations have been materially and adversely affected by COVID-19 pandemic.
−Removed: Any potential further impact to our results will depend on,
−Removed: to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19, new variants
−Removed: of COVID-19, the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities to
−Removed: contain the COVID-19 or treat its impact, almost all of which are beyond our control.
+Added: These restrictions made the promotion strategy for our online e-commerce
+Added: platforms difficult to implement and the Company has experienced difficulties to subscribe new members for its online e-commerce platforms.
+Added: to the lack of new subscribers, in June 2021, the Company suspended its cross-border e-commerce platform NONOGIRL.
+Added: Also, since the second
+Added: quarter of 2021, the Company has transformed its member-based Chain Cloud Mall to a sale agent based eCAAS platform and began to provide
+Added: supply chain financing services.
+Added: The global economy has also been materially negatively
+Added: affected by the COVID-19 and there is continued severe uncertainty about the duration and intensity of its impacts.
+Added: The Chinese and global
+Added: growth forecast is extremely uncertain, which would seriously affect customer spending on our business.
+Added: While the potential economic impact brought by,
+Added: and the duration of COVID-19 and its new variants may be difficult to assess or predict, a widespread pandemic could result in significant
+Added: disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity.
+Added: a recession or market correction resulting from the spread of COVID-19 and its new variants could materially negatively affect our business
+Added: and the value of our common stock.
+Added: Further, as we do not have access to a revolving
+Added: 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
+Added: require additional capital.
+Added: We currently believe that our financial resources will be adequate to see us through the outbreak.
+Added: in the event that we do need to raise capital in the future, outbreak-related instability in the securities markets could adversely affect
+Added: our ability to raise additional capital.
+Added: Consequently, our results of operations have been
+Added: materially and adversely affected by COVID-19 pandemic.
+Added: Any potential further impact to our results will depend on, to a large extent,
+Added: future developments and new information that may emerge regarding the duration and severity of the COVID-19, new variants of COVID-19,
+Added: the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities to contain the COVID-19
+Added: or treat its impact, almost all of which are beyond our control.
PRC Regulations
13 unchanged sentences
SUBSEQUENT EVENTS
−Removed: has evaluated subsequent events through the date of the issuance of the condensed consolidated financial statements and no subsequent
−Removed: event is identified.
+Added: The Company has evaluated subsequent events through
+Added: the date of the issuance of the condensed consolidated financial statements and no subsequent event is identified.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.