What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-21 compared with 2022-08-15 · 283 added, 284 removed, 306 unchanged (65% of the section changed)

36 unchanged sentences

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

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

technology business.

The main business of the Company includes an online shopping platform, Chain Cloud Mall (“CCM”), which

is based on blockchain technology, supply chain financing services and trading, assets management, and cryptocurrency market data services.

The Company is also engaged in the development of blockchain based e-Commerce technology, cryptocurrency mining, cryptocurrency investment

management as well as financial service technology businesses.

The Company has also expanded into financial services and cryptocurrency

market data and information service businesses.

and distribution to a real-name blockchain based e-commerce platform, supply chain financing service and trading business, money transfer

service, asset management and financial technology business.

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

Cloud Mall (“CCM”), which is based on blockchain technology, supply chain financing services and trading, assets management,

money transfer service and cryptocurrency market data services.

The Company is also engaged in the development of blockchain based e-Commerce

technology, cryptocurrency mining, cryptocurrency investment management as well as financial service technology businesses.

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

On August 6, 2021, the Company completed acquisition

1 unchanged sentence

company, from Joy Rich Enterprises Limited (“Joy Rich”).

NTAM is licensed under the Securities and Futures Commission of

Hong Kong (“SFC”) to carry out regulated activities in Type 4:

NTAM is licensed under the Securities and Futures Commission of Hong

Kong (“SFC”) to carry out regulated activities in Type 4:

Advising on Securities and Type 9:

Asset Management.

On September 1, 2021, FTFT UK Limited, a company

organized under the laws of United Kingdom and a wholly owned subsidiary of the Company (“FTFT UK”) entered into a Share Purchase

Agreement with Rahim Shah, a resident of United Kingdom (“Seller”) to acquire 100% of the issued and outstanding shares (the

“Sale Shares”) of Khyber Money Exchange Ltd., which is a money transfer company with a platform for transferring money through

one of its agent locations or via its online portal, mobile platform or over the phone.

On September 29, 2022, FTFT UK Limited completed its acquisition of

100% of the issued and outstanding shares of Khyber Money Exchange Ltd., a company incorporated in England and Wales, from Rahim Shah,

a resident of United Kingdom (“Seller”) for a total of Euros €685,000 (“Purchase Price”), pursuant to a Share

Purchase Agreement (the “Agreement”) dated September 1, 2021.

The Company is in the process of completing accounting and other

transition and consolidation of Khyber into the Company.

Khyber Money Exchange Ltd.

is regulated by the

UK Financial Conduct Authority (FCA) and the parties are waiting for the approval by the FCA before formal closing of the transaction.

is a money transfer company with

a platform for transferring money through one of its agent locations or via its online portal, mobile platform or over the phone.

Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties have received the approval by the FCA before

formal closing of the transaction.

In December 2021, FTFT Capital Investments, L.L.C.,

a subsidiary of the Company, officially launched FTFTX, a cryptocurrency market data platform that provides investors with real-time cryptocurrency

market data and trading information from a large number of cryptocurrency exchanges.

The market data is available for Bitcoin, ETH, EOS,

Litecoin, TRON and other cryptocurrencies at https://www.ftftx.com and via the FTFTX App on iOS and Android devices.

The FTFTX app is

free to download on Google Play and the Apple Store.

a subsidiary of the Company, officially launched FTFTX, a cryptocurrency market data platform that provides investors with real-time

cryptocurrency market data and trading information from a large number of cryptocurrency exchanges.

The market data is available for

Bitcoin, ETH, EOS, Litecoin, TRON and other cryptocurrencies at https://www.ftftx.com and via the FTFTX App on iOS and Android devices.

The FTFTX app is free to download on Google Play and the Apple Store.

In March 2022, FTFT UK received has received

3 unchanged sentences

services on behalf of an e-money institution (registration number 903050).

On April 18, 2022, the Company and Future Fintech

(Hong Kong) Limited, a wholly owned subsidiary of the Company jointly acquired 100% equity interest of KAZAN S.A., a company incorporated in Republic of Paraguay

The Company owns 90% and FTFT HK owns 10% of Kazan S.A., respectively.

has no operation before the acquisition.

Company plans to develop bitcoin and other cryptocurrency mining and related services in Paraguay.

The Company has changed its name from

KAZAN S.A to FTFT Paraguay S.A.

on July 28, 2022.

April 22, 2022, Champion Energy Services, LLC

and FTFT Supercomputing Inc.

signed an Electricity Sales and Purchases Agreement.

Upon enrollment of FTFT Supercomputing

Inc.’s facilities, Champion Energy Services, LLC shall sell and deliver, or engage a third party (including Local Utility) to

deliver, and FTFT Supercomputing Inc.

shall purchase and receive, 100% of FTFT Supercomputing Inc.’s electricity requirements

for enrolled FTFT Supercomputing Inc.’s facilities at the Delivery Point(s) solely for use at FTFT Supercomputing Inc’s

FTFT Supercomputing Inc.

is developing cryptocurrency mining related business and services.

In June 2022, Future Fintech Labs Inc.

(“FTFT Labs") have teamed

up with a third-party money transfer company to launch a cross-border money transfer app Tempo to offer US-based immigrants and other

users a streamlined, secure and cost-effective way to send money to friends and family among other parties in Mexico, India and the United

By working with the money transfer company and other service providers that are registered with FinCEN and have licenses

for money transmission business, FTFT Labs has developed Tempo that can provide its customers with a multicurrency digital wallet that

makes sending money to Mexico, India or the UK easier and more cost-effective than many other remittance services who charge high

fees per transfer.

Labs”) have teamed up with a third-party money transfer company to launch a cross-border money transfer app Tempo to offer US-based

immigrants and other users a streamlined, secure and cost-effective way to send money to friends and family among other parties in Mexico,

India and the United Kingdom.

By working with the money transfer company and other service providers that are registered with FinCEN

and have licenses for money transmission business, FTFT Labs has developed Tempo that can provide its customers with a multicurrency digital

wallet that makes sending money to Mexico, India or the UK easier and more cost-effective than many other remittance services who

charge high fees per transfer.

In October 2022, FTFT UK Limited officially launched

the FTFT Orbit e-wallet app.

The new app is now available on Google Play and the Apple App Store.

The FTFT Orbit e-wallet app is an electronic

wallet that integrates popular e-wallet functions similar to Alipay and We chat pay.

It also integrates most of the core services

that traditional banks offer such as international remittances, transfer payments, a physical debit card and bill payments.

In November 2022, FTFT Super Computing Inc.

it has completed the first construction phase of the build-out of its cryptocurrency mining farm in northwest Ohio.

testing procedures, on October 24, 2022, the first batch Antminer S19 series mining machines were successfully put into operation.

We are a holding company incorporated in Florida

32 unchanged sentences

effective, which provides that, Critical Information Infrastructure Operators (“CIIOs”) that intend to purchase internet products

and services and Data Processing Operators (“DPOs”) engaging in data processing activities that affect or may affect national

security shall be subject to the cybersecurity review by the Cybersecurity Review Office.

On November 14, 2021, CAC published the Administration

Measures for Cyber Data Security (Draft for Public Comments), or the “Cyber Data Security Measure (Draft)”, which requires

cyberspace operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with

the Office of Cybersecurity Review.

On December 24, 2021, the CSRC released the Administrative Provisions of the State Council Regarding

the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) and the Management Rules Regarding the Overseas

Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments).

On April 2, 2022, the CSRC released the Provisions on

Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for

Comments), which provides that PRC issuers listing their securities on foreign stock exchanges need to file a notice to CSRC.

and services and Online Platforms engaging in data processing activities that affect or may affect national security shall be subject

to the cybersecurity review by the Cybersecurity Review Office.

On November 14, 2021, CAC published the Administration Measures for Cyber

Data Security (Draft for Public Comments), or the “Cyber Data Security Measure (Draft)”, which requires cyberspace operators

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

On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Provisions of the State

Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures

for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”).

On April 2, 2022, the CSRC released the Revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities

Offering and Listing by Domestic Companies (Draft for Comments), which provides that PRC issuers listing their securities on foreign stock

exchanges are required to strictly comply with the relevant requirements and procedures on confidentiality and archives.

that the above proposed provisions and rules are enacted, the relevant filing procedures of the CSRC and other governmental authorities

45 unchanged sentences

well as aluminum ingots.

The Company currently has ten direct wholly-owned subsidiaries:

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

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

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

the laws of China, FTFT UK Limited, a company incorporated under the laws of United Kingdom, Future Fintech Digital Capital Management,

LLC, a company incorporated under the laws of Connecticut, Future Fintech Digital Number One GP, LLC, a company incorporated under the

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

incorporated under the laws of Ohio and FTFT Paraguay S.A., a company incorporated under the law of Republic of Paraguay.

The Company currently has ten direct wholly-owned

subsidiaries:

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

FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, GlobalKey Shared Mall Limited, a company incorporated

under the laws of Cayman Islands (“GlobalKey Shared Mall”), Tianjin Future Private Equity Fund Management Partnership, a Limited

Partnership under the laws of China, FTFT UK Limited, a company incorporated under the laws of United Kingdom, Future Fintech Digital

Capital Management, LLC, a company incorporated under the laws of Connecticut, Future Fintech Digital Number One GP, LLC, a company incorporated

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

a company incorporated under the laws of Ohio and FTFT Paraguay S.A., a company incorporated under the law of Republic of Paraguay.

CCM Shopping Mall

6 unchanged sentences

the companies to join its Responsible Brand Program.

After acceptance, these companies are authorized to use 315 anti-counterfeiting

labels on their products and sell them on our eCAAS platform.

The companies can also use sales agents to sell their products on our eCAAS

platform and parties can negotiate the commission percentages for the products sold.

Any new sales agent must be recommended by existing

agents and pay a one-time fee to the eCAAS platform to be admitted as the authorized agent to provide sales agent services on the platform.

After acceptance, these companies are authorized to use 315 anti-counterfeiting labels

on their products and sell them on our eCAAS platform.

The companies can also use sales agents to sell their products on our eCAAS platform

and parties can negotiate the commission percentages for the products sold.

Any new sales agent must be recommended by existing agents

and pay a one-time fee to the eCAAS platform to be admitted as the authorized agent to provide sales agent services on the platform.

Coal and Aluminum Ingots Supply Chain Financing

Service and Trading

Since the second quarter of 2021, we started

coal supply chain financing service and trading business.

Since the second quarter of 2021, we started coal

supply chain financing service and trading business.

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

2 unchanged sentences

the receivables and payables for industrial customers, obtains the creditor’s rights or rights of commodity goods for large state-owned

enterprises through trade execution, provides customers with working capital, accelerates capital turnover, and then expands the business

scale and improves the business value.

enterprises or public companies through trade execution, provides customers with working capital, accelerates capital turnover, and then

expands the business scale and improves the business value.

Through our supply chain service ability and customer

18 unchanged sentences

NTAM offers diversified asset management portfolio for professional

Assets of NTAM’s clients are held in banks, where clients gave the banks their authorization allowing NTAM to place

trading instructions on behalf of the clients in order to manage the clients’ assets.

Assets of NTAM’s clients are held in banks, where clients gave the banks their authorization allowing NTAM to place trading

instructions on behalf of the clients in order to manage the clients’ assets.

NTAM mainly engages in following asset management

23 unchanged sentences

(5) External Asset Management Services (EAM)

This business takes

customer demand as the service purpose, cooperates with several private banks which provide asset custody services, and innovatively

introduces the function of investment bank to provide exclusive private solutions for our clients.

NTAM’s main revenue

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

June 30, 2022, NTAM has approximately US$273 million assets under its management.

This business takes customer

demand as the service purpose, cooperates with several private banks which provide asset custody services, and innovatively introduces

the function of investment bank to provide exclusive private solutions for our clients.

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

of September 30, 2022, NTAM has approximately US$195 million assets under its management.

Recent Developments

4 unchanged sentences

the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures to combat the spread of the

virus, including quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China.

to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local authorities as it prioritizes

In early 2020, Chinese government took emergency measures to combat the spread of the virus,

including quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China.

In response to

the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local authorities as it prioritizes

the health and safety of its employees, contractors, suppliers and business partners.

12 unchanged sentences

The outbreak has had and continues to have disruption to our supply chain, logistics providers, customers

or our marketing activities with the new variants of COVID-19, which could materially adversely impact our business and results of operations.

or our marketing activities with the new variants of COVID-19, which could materially adversely impact our business and results of operations, especially to our supply chain financing and trading business during the first quarter of 2022.

Although China has already begun to recover from the outbreak of COVID-19, there are still outbreak in various cities and provinces

20 unchanged sentences

Further, as we do not have access to a revolving

credit facility, there can be no assurance that we would be able to secure commercial debt financing in the future in the event that

we require additional capital.

credit facility, there can be no assurance that we would be able to secure commercial debt financing in the future in the event that we

require additional capital.

We currently believe that our financial resources will be adequate to see us through the outbreak.

1 unchanged sentence

our ability to raise additional capital.

Consequently, our results of operations have

been materially and adversely affected by COVID-19 pandemic.

Consequently, our results of operations have been

materially and adversely affected by COVID-19 pandemic.

Any potential further impact to our results will depend on, to a large extent,

future developments and new information that may emerge regarding the duration and severity of the COVID-19, new variants of COVID-19,

the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities to contain the

COVID-19 or treat its impact, almost all of which are beyond our control.

the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities to contain the COVID-19

or treat its impact, almost all of which are beyond our control.

Results of Operations

Comparison of Three Months ended June 30,

Comparison of Three Months ended September

30, 2022 and 2021:

The following table presents our consolidated

revenues for the three months ended June 30, 2022 and 2021, respectively:

CCM Shopping Mall Membership

Coal and Aluminum

Ingots Supply Chain Financing/Trading

Asset management service

CCM Shopping Mall Membership fees decreased from

$12 for the three months ended June 30, 2021 to $0 for the three months ended June 30, 2022 because there was no new membership enrollment

and the Company has transformed its business model of CCM Shopping Mall from a member-based platform to a sales agent based eCAAS platform

since the second quarter of 2021.

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

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

and have transformed business model for the platform.

Coal and Aluminum Ingots Supply Chain Financing/Trading

business increased from $1.35 million for the three months ended June 30, 2021 to $3.65 million for the three months ended June 30, 2022.

The COVID-19 outbreak in Xi’an and other cities that we had our supply chain services in first quarter 2022 result in the coal and

aluminum ingot income was nil in first quarter 2022.

As the outbreak of pandemic is mostly under control in China and business are generally

back to normal, the income the coal and aluminum ingot increased in second quarter 2022.

Asset management service increased from $0 for

the three months ended June 30, 2021 to $3.70 million for the three months ended June 30, 2022.

This is a new business we acquired during

the third quarter 2021.

Other revenues increased from $13 from three months ended June 30,

2021 to $66,863 for the three months ended June 30, 2022, which were mainly interest income and subsidiary income of NTAM under Employment

Support Scheme 2022 from Hong Kong government under the Anti-epidemic Fund to provide wage subsidies to employees during the three months

ended June 30, 2022, which we did not have for the same period of 2021.

revenues for the three months ended September 30, 2022 and 2021, respectively:

September 30,

and Aluminum Ingots Supply Chain Financing/Trading

management service

Revenues from coal and Aluminum Ingots Supply

Chain Financing/Trading business decreased from $9.64 million for the three months ended September 30, 2021 to $7.84 million for the three

months ended September 30, 2022.

The COVID-19 outbreak in Xi’an and other cities in China where we had our supply chain services

and related control measures by local government has had negative impact on the coal and aluminum ingot business and resulted the decrease

in revenue in the third quarter 2022 comparing to the same period of 2021.

Revenue from asset management service increased

from $2.10 million for the three months ended September 30, 2021 to $4.12 million for the three months ended September 30, 2022.

this business on August 6, 2021 and only consolidated partial of its revenues for the third quarter 2021, comparing to the full third

quarter for 2022.

If only comparing revenues from August and September 2022 to the same period of 2021, the revenue slightly increased

in 2022 comparing to such two months in 2021 because NTAM has more assets under its management in 2022 comparing to the same period of

Cost of revenues

Three months ended

CCM Shopping Mall Membership

September 30,

Coal and Aluminum Ingots Supply Chain Financing/Trading

1 unchanged sentence

Cost of revenues for the Coal and Aluminum Ingots

Supply Chain Financing/Trading was $3.59 million and $1.30 million for the three months ended June 30, 2022 and 2021, respectively, representing

an increase of 177.45%.

The increase in cost of revenues was in line with an increase in revenue.

Supply Chain Financing/Trading was $7.70 million and $9.35 million for the three months ended September 30, 2022 and 2021, respectively,

representing an decrease of 17.59%.

The decrease in cost of revenues was in line with a decrease in revenue.

Cost of revenues for the asset management service

increased from $0 for the three months ended June 30, 2021 to $2.45 million for the three months ended June 30, 2022.

This is a new business

we acquired during the third quarter 2021.

increased from $1.41 for the three months ended September 30, 2021 to $2.76 million for the three months ended September 30, 2022.

acquired this business on August 6, 2021 and only consolidated partial of its cost of revenues for the third quarter 2021, comparing to

the full third quarter for 2022.

The following table presents the consolidated

gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage

of the related revenues, for the three months ended June 30, 2022 and 2021, respectively:

months ended June 30,

CCM Shopping Mall

Coal Supply and Aluminum Ingots

Chain Financing/Trading

of the related revenues, for the three months ended September 30, 2022 and 2021, respectively:

Three months ended September 30,

Coal Supply and Aluminum Ingots Chain Financing/Trading

Asset management service

Overall gross margin as a percentage of revenue was 18.54% for the

three months ended June 30, 2022, an increase of 14.73% compared to 3.81% for the same period of last fiscal year, mainly due to more

revenues from the asset management service.

This is a new business we acquired during the third quarter 2021.

The others were mainly

interest income and subsidiary income of NTAM under Employment Support Scheme 2022 from Hong Kong government under the Anti-epidemic Fund

to provide wage subsidies to employees during the three months ended June 30, 2022, which we did not have for the same period of 2021.

Overall gross margin as a percentage of revenue

was 12.49% for the three months ended September 30, 2022, an increase of 4.12% compared to 8.37% for the same period of last fiscal year,

mainly due to more revenues from the asset management service which has a higher gross margin.

Coal Supply and Aluminum Ingots Chain Financing/Trading

gross margin was decreased 1.33% from 3.07% in three months ended September 30, 2021 to 1.74% in same period of 2022, mainly due to the

purchase prices of coal and aluminum ingot in three months ended September 30, 2022 increased comparing to the same period of 2021.

Operating Expenses

The following table presents our consolidated

operating expenses and operating expenses as a percentage of revenue for the three months ended June 30, 2022 and 2021, respectively:

June 30, 2022

June 30, 2021

operating expenses and operating expenses as a percentage of revenue for the three months ended September 30, 2022 and 2021, respectively:

September 30,

General and administrative

Research and Development expenses

Stock compensation expense

Selling expenses

2 unchanged sentences

General and administrative expenses increased

by $1.86 million, or 235.02%, from $0.79 million to $2.65 million for the three months ended June 30, 2022, compared to the same period

by $1.32 million, or 58.65%, from $2.24 million to $3.56 million for the three months ended September 30, 2022, compared to the same period

of last fiscal year.

The increase in general and administrative expenses was mainly due to increased professional service fees for acquisition

projects and certain training and consulting fees for the acquired and newly established companies during the three months ended June

projects and certain training and consulting fees for the acquired and newly established companies during the three months ended September

compensation expense was $1.28 million during the three months ended September 30, 2022, as the Compensation Committee of the Board of

Directors (the “Board”) of the Company granted certain shares of common stock of the Company to certain officers and employees

in July 2022.

Stock compensation expense was decreased 76.68% from $5.49 million in three months ended September 30, 2021 to $1.28million

in same period of 2022, mainly due to stock price was lower than 2021, mainly due to the stock price on the grant date is much lower this

year comparing to price on grant date of 2021.

The Company recorded $0.79 million of research

and development expenses.

Research and development expenses include salaries, contracted services, as well as the related expenses of

our research and product development team.

The research and development expenditures also include research, develop, design, and enhance

our wealth management options and services to our clients, which is related to the new business we acquired since the third quarter 2021since

the third quarter 2021.

and development expenses for the nine months ended September 30, 2022, which the Company did not have any during the same period 2021.

Research and development expenses include salaries, contracted services, as well as the related expenses of our research and product development

The research and development expenditures also include research, develop, design, and enhance our assets and wealth management options

and services to our clients, which is related to the business we acquired in the third quarter 2021.

Selling expenses increased by $0.16 million during

the three months ended June 30, 2022, the increase in selling expenses was mainly due to increased salary and advertising fee.

Company recorded $0.45 million of impairment loss in three months ended June 30, 2022 relating to short term investment which mainly

due to Future Private Equity Fund Management (Hainan) Co., Ltd.

invested $1.94 million (RMB13,000,000) to entrust Shanghai Yuli Enterprise

Management Consulting Firm to invest in various types of investment portfolios.

The impairment loss relating to short term investment

was due to that overall economic environment has worsened in China with Covid-19 outbreak and related lockdown in various cities in China

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

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

term investment was $1.26 million on June 30, 2022.

(Expense) Income, Net

Other expenses, net increased by $1.16

million to positive $0.63 million for the three months ended June 30, 2022 from negative $0.53 million in the same period of the

last fiscal year, primarily due to increased interest income and subsidiary income of NTAM under Employment Support Scheme 2022 from

Hong Kong government under the Anti-epidemic Fund to provide wage subsidies to employees during the three months ended June 30,

provision increased by $0.12 million for the three months ended June 30, 2022.

We did not have tax provision for the same period of the

last fiscal year.

Non-controlling

the three months ended September 30, 2022 comparing to the same period of 2021, the increase in selling expenses was mainly due to increased

salary and advertising fee.

The Company recorded $0.23 million of impairment

loss in three months ended September 30, 2022 relating to short term investment which mainly due to Future Private Equity Fund Management

(Hainan) Co., Ltd.

invested $1.83 million (RMB13,000,000) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in

various types of investment portfolios.

The impairment loss relating to short term investment is due to that overall economic environment

has worsened in China with Covid-19 outbreak and related lockdown in various cities in China in 2022, Ukraine war, inflation, looming

recession worldwide.

According to the market value, the Company’s balance of the short term investment was$0.97 million on September

Other Income, Net

income, net increased by $0.98 million to $1.21 million for the three months ended September 30, 2022 from $0.23 million in the same period

of the last fiscal year, primarily due to a large change in foreign exchange gain.

Tax provision increased by $0.20 million for the

three months ended September 30, 2022.

We did not have tax provision for the same period of the last fiscal year.

Non-controlling Interests

Shaanxi Chunlv Ecological Agriculture Co., Ltd.

(“Shaanxi Chunlv”)

holds 20.0% interest in Chain Cloud Mall Logistics Center (Shaanxi) Co., Limited, which was dissolved and deregistered on June 27, 2022.

(“Shaanxi Chunlv”) holds 20.0% interest in Chain Cloud Mall Logistics Center (Shaanxi) Co., Limited, which was dissolved and

deregistered on June 27, 2022.

Nature Worldwide Resources Ltd.

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

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

from Continuing Operations

from continuing operations increased by $1.06 million from $1.27 million for the three months ended June 30, 2021 to $2.33 million for

the same period of 2022 mainly due to the increase in operating expenses, as discussed above.

on disposal of discontinued operations

on disposal of discontinued operation was $154 for the three months ended June 30, 2022, which was related to the dissolution and deregistration

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

on June 27, 2022.

of Six Months Ended June 30, 2022 and 2021

following table presents our consolidated revenues for the six months ended June 30, 2022 and 2021, respectively:

holds 40% interest in DCON DigiPay Limited (“DCON Digipay”).

Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments L.L.C., respectively.

Loss from Continuing Operations

Loss from continuing operations decreased by $3.00

million from $6.63 million for the three months ended September 30, 2021 to $3.63 million for the same period of 2022 mainly due to the

increase in gross profit margin and decrease in operating expenses, as discussed above.

Comparison of Nine Months Ended September 30,

2022 and 2021

The following table presents our consolidated

revenues for the nine months ended September 30, 2022 and 2021, respectively:

Nine months ended

September 30,

CCM Shopping Mall Membership

Coal and Aluminum

Ingots Supply Chain Financing/Trading

Coal and Aluminum Ingots Supply Chain Financing/Trading

Asset management service

Shopping Mall Membership fees decreased from $85 for the six months ended June 30, 2021 to $0 for the three months ended June 30, 2022

because there was no new membership enrollment and the Company has transformed its business model of CCM Shopping Mall from a member-based

platform to a sales agent based eCAAS platform since the second quarter of 2021.

Due to COVID-19 related restriction on large gathering

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

were unable to attract new member enrollment and have transformed business model for the platform.

and Aluminum Ingots Supply Chain Financing and Trading business increased from $1.35 million for the six months ended June 30, 2021 to

$3.65 million for the six months ended June 30, 2022.

The COVID-19 outbreak in Xi’an and other cities that we had our supply chain

services in first quarter 2022 result in the coal and aluminum ingot income was nil in first quarter 2022.

outbreak of pandemic is mostly

under control in China and business are generally back to normal, the income the coal and aluminum ingot increased in second quarter

Asset management service increased from $0 for

the six months ended June 30, 2021 to $7.15 million for the six months ended June 30, 2022.

This is a new business we acquired during

the third quarter 2021.

Other revenues increased from $6,553 from six

months ended June 30, 2021 to $76,852 for the six months ended June 30, 2022, which were mainly interest income and subsidiary income

of NTAM under Employment Support Scheme 2022 from Hong Kong government under the Anti-epidemic Fund to provide wage subsidies to employees

during the six months ended June 30, 2022, which we did not have for the same period of 2021.

CCM Shopping Mall Membership fees decreased from

$85 for the nine months ended September 30, 2021 to $0 for the nine months ended September 30, 2022 because there was no new membership

enrollment and the Company has transformed its business model of CCM Shopping Mall from a member-based platform to a sales agent based

eCAAS platform since the second quarter of 2021, which has not generated any meaningful revenue.

Due to COVID-19 related restriction on

large gathering for meetings and conferences which primarily used by us before the pandemic for marketing and business development of

new members for the platform, we were unable to attract new member enrollment and have had difficulties to generate revenues for the platform.

Revenues for coal and Aluminum Ingots Supply Chain

Financing and Trading business increased from $10.40 million for the nine months ended September 30, 2021 to $11.49 million for the nine

months ended September 30, 2022.

We started the supply chain financing and trading business in the second quarter 2021, therefore we had

more months to generate revenues for such business in 2022comparing to the same period of 2021.

The COVID-19 outbreak in Xi’an and

other cities in China where we had our supply chain business and the control measures by local government have caused material negative

impact on our coal and aluminum ingot supply chain business revenues in the first quarter of 2022.

Revenues from asset management service increased

from $2.10 million for the nine months ended September 30, 2021 to $11.27 million for the nine months ended September 30, 2022.

this business on August 6, 2021 and only consolidated partial of its revenues for the nine months ended September 30, 2021, comparing

to the full third quarters for 2022.

If only comparing revenues from August and September 2022 to the same period of 2021, the revenue

slightly increased in 2022 comparing to such two months in 2021 because NTAM has more assets under its management in 2022 comparing to

the same period of 2021.

Other revenues increased from $0 for nine months

ended September 30, 2021 to $78,170 for the nine months ended September 30, 2022, which were mainly increased NTAM’s Consulting

fee income during the nine months ended September 30, 2022, which we did not have for the same period of 2021.

Cost of revenues

Nine months ended

September 30,

CCM Shopping Mall Membership

Coal and Aluminum

Ingots Supply Chain Financing/Trading

Coal and Aluminum Ingots Supply Chain Financing/Trading

Asset management service

of revenues for the Coal and Aluminum Ingots Supply Chain Financing/Trading was $3.59 million and $1.30 million for the six months ended

June 30, 2022 and 2021, respectively, representing an increase of 177.26%.

The increase in cost of revenues was in line with an increase

Cost of revenues for the Coal and Aluminum Ingots

Supply Chain Financing/Trading was $11.30 million and $10.65 million for the nine months ended September 30, 2022 and 2021, respectively,

representing an increase of 6.08%.

The increase in cost of revenues was in line with an increase in revenue.

Cost of revenues for the asset management service

increased from $0 for the three months ended June 30, 2021 to $4.13 million for the six months ended June 30, 2022.

This is a new business

we acquired during the third quarter 2021.

increased from $1.41 million for the nine months ended September 30, 2021 to $6.89 million for the nine months ended September 30, 2022.

We acquired this business on August 6, 2021 and only consolidated partial of its cost of revenues for nine months ended 2021, comparing

to the full third quarters for 2022.

If only comparing cost of revenues from August and September 2022 to the same period of 2021, the

cost of revenue slightly increased in 2022 comparing to such two months in 2021 which is in line with the slight increase in revenue.

The following table presents the consolidated

gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage

of the related revenues, for the six months ended June 30, 2022 and 2021, respectively:

Six months ended June

of the related revenues, for the nine months ended September 30, 2022 and 2021, respectively:

Nine months ended September 30,

CCM Shopping Mall Membership

1 unchanged sentence

Asset management service

Overall gross margin as a percentage of revenue was 29.06% for the

six months ended June 30, 2022, an increase of 25.23% compared to 3.83% for the same period of last fiscal year, mainly due to more revenues

from the asset management service.

This is a new business we acquired during the third quarter 2021.

The others were mainly interest

income and subsidiary income of NTAM under Employment Support Scheme 2022 from Hong Kong government under the Anti-epidemic Fund to provide

wage subsidies to employees during the six months ended June 30, 2022, which we did not have for the same period of 2021

Overall gross margin as a percentage of revenue

was 20.38% for the nine months ended September 30, 2022, an increase of 16.87% compared to 3.51% for the same period of last fiscal year,

mainly due to more revenues from the asset management service which had a higher gross margin.

The others were mainly increase in

NTAM consulting fee income during the nine months ended September 30, 2022, which we did not have for the same period of 2021.

Operating Expenses

The following table presents our consolidated

operating expenses and operating expenses as a percentage of revenue for the six months ended June 30, 2022 and 2021, respectively:

June 30, 2022

June 30, 2021

operating expenses and operating expenses as a percentage of revenue for the nine months ended September 30, 2022 and 2021, respectively:

September 30, 2022

September 30, 2021

General and administrative

Research and Development expenses

Stock compensation expense

Selling expenses

3 unchanged sentences

General and administrative expenses increased

by $3.74 million, or 160.65%, from $2.33 million to $6.06 million for the six months ended June 30, 2022, compared to the same period

by $5.05 million, or 110.58%, from $4.57 million to $9.62 million for the nine months ended September 30, 2022, compared to the same period

of last fiscal year.

The increase in general and administrative expenses was mainly due to increased professional service fees for acquisition

projects and certain training and consulting fees for the acquired and newly established companies during the six months ended June 30,

projects and certain training and consulting fees for the acquired and newly established companies during the nine months ended September

compensation expense was $1.28 million during the nine months ended September 30, 2022, as the Compensation Committee of the Board of

Directors (the “Board”) of the Company granted certain shares of common stock of the Company to certain officers and employees

in July 2022.

Stock compensation expense was decreased 76.68% from $5.49 million in nine months ended September 30, 2021 to $1.28million

in same period of 2022, mainly due to stock price was lower than 2021, mainly due to the stock price on the grant date is much lower this

year comparing to price on grant date of 2021.

The Company recorded $1.99 million of research

and development expenses.

Research and development expenses include salaries, contracted services, as well as the related expenses of

our research and product development team.

The research and development expenditures also include research, develop, design, and enhance

our wealth management options and services to our clients, which is related to the new business we acquired since the third quarter 2021.

and development expenses for the nine months ended September 30, 2022, which the Company did not have any during the same period 2021.

Research and development expenses include salaries, contracted services, as well as the related expenses of our research and product development

The research and development expenditures also include research, develop, design, and enhance our wealth management options and

services to our clients, which is related to the new business we acquired in August 2021.

Selling expenses increased by $0.86 million during

the six months ended June 30, 2022, the increase in selling expenses was mainly due to increased salary and advertising fee.

the nine months ended September 30, 2022, the increase in selling expenses was mainly due to increased salary and advertising fee.

The Company recorded $0.93 million of impairment

loss in six months ended June 30, 2022 relating to short term investment which mainly due to Future Private Equity Fund Management (Hainan)

invested $1.94 million (RMB13,000,000) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types

of investment portfolios.

The impairment loss relating to the short term investment was due to that overall economic environment has worsened

in China with Covid-19 outbreak and related lockdown in various cities in China in 2022, Ukraine war, inflation, looming recession worldwide.

According to the market value, the Company’s balance of the short term investment was $1.26 million on June 30, 2022.

Other (Expense) Income, Net

Other expenses, net increased by $0.33

million to $0.80 million for the six months ended June 30, 2022 from $0.46 million in the same period of the last fiscal year,

primarily due to increased interest income and subsidiary income of NTAM under Employment Support Scheme 2022 from Hong Kong

government under the Anti-epidemic Fund to provide wage subsidies to employees during six months ended June 30, 2022.

Tax provision increased by $0.31 million for

the six months ended June 30, 2022.

loss in nine months ended September 30, 2022 relating to short term investment which mainly due to Future Private Equity Fund Management

(Hainan) Co., Ltd.

invested $1.83 million (RMB13,000,000) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in

various types of investment portfolios.

The impairment loss relating to the short term investment is due to that overall economic environment

has worsened in China with Covid-19 outbreak and related lockdown in various cities in China in 2022, Ukraine war, inflation, looming

recession worldwide.

According to the market value, the Company’s balance of the short term investment was $0.97 million on September

Other Income, Net

income, net increased by $1.31 million to $2.00 million for the nine months ended September 30, 2022 from $0.69 million in the same period

of the last fiscal year, primarily due to a large change in foreign exchange gain.

Tax provision increased by $0.51 million for the

nine months ended September 30, 2022.

We did not have tax provision for the same period of the last fiscal year.

7 unchanged sentences

Loss from Continuing Operations

Loss from continuing operations increased by

$3.43 million from $1.20 million for the six months ended June 30, 2021 to $4.63 million for the same period of 2022 mainly due to

the increase in operating expenses, as discussed above.

Loss from continuing operations decreased by $0.38

million from $9.05 million for the nine months ended September 30, 2021 to $8.67 million for the same period of 2022 mainly due to increase

in revenues and gross margin which was partially offset by increases in cost of revenue and operating expenses, as discussed above.

Gain on disposal of discontinued operations

Loss on disposal of discontinued operation was

$154 for the six months ended June 30, 2022, which was related to the dissolution and deregistration of Chain Cloud Mall Logistics Center

(Shanxi) Co., Ltd.

$154 for the nine months ended September 30, 2022, which was related to the dissolution and deregistration of Chain Cloud Mall Logistics

Center (Shanxi) Co., Ltd.

on June 27, 2022.

1 unchanged sentence

Basic and diluted loss per share from continuing

operations were $0.07 and $0.07 for the six months ended June 30, 2022, respectively, as compared to a loss of $0.03 and $0.03 for the

same periods of 2021, respectively.

Basic and diluted income per share attributable to discontinued operations was nil for the six months

ended June 30, 2022 respectively.

Basic and diluted earnings per share attributable to discontinued operations was $0 and $0.01 for the

six months ended June 30, 2021 respectively.

operations were $0.12 and $0.11 for the nine months ended September 30, 2022, respectively, as compared to a loss of $0.14 and $0.14 for

the same periods of 2021, respectively.

Basic and diluted income per share attributable to discontinued operations was nil for the nine

months ended September 30, 2022 respectively.

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

$0.04 for the nine months ended September 30, 2021 respectively.

Liquidity and Capital Resources

As of June 30, 2022, we had cash and cash equivalents

of $42.03 million, as compared to $50.27 million as of December 31, 2021.

The decrease in cash, cash equivalents was mainly due the loss

in operations and Company did not issue shares of common stock to raise money for the six months ended June 30, 2022 comparing to the

same period of 2021.

Our working capital has mainly been generated

from our business operations and financing activities.

Our working capital was $59.48 million, as of June 30, 2022, a decrease of $6.01

million from working capital of $65.49 million, as of December 31, 2021, mainly due to the Company had loss in its operations and did

not raise any funds during the six months ended June 30, 2022.

As of September 30, 2022, we had cash and cash

equivalents of $32.96 million, as compared to $50.27 million as of December 31, 2021.

The decrease in cash, cash equivalents was mainly

due the loss in operations and Company did not issue shares of common stock to raise money for the nine months ended September 30, 2022

comparing to the same period of 2021.

Our working capital has mainly been generated from our business operations

and financing activities.

Our working capital was $54.59 million, as of September 30, 2022, a decrease of $10.90 million from working

capital of $65.49 million, as of December 31, 2021, mainly due to the Company had loss in its operations and did not raise any funds during

the nine months ended September 30, 2022.

Net cash used in operating activities increased

by $2.05 million to $5.13 million for the six months ended June 30, 2022 from a cash outflow of $3.08 million for the same period of the

last fiscal year.

The increase in net cash used in operating activities was primarily due to an increase in note receivable, other receivable

and advances to suppliers and other current assets during the six months ended June 30, 2022.

by $20.40 million to $0.59 million for the nine months ended September 30, 2022 from a cash outflow of $19.81 million for the same period

of the last fiscal year.

The increase in net cash used in operating activities was primarily due to a decrease in accounts receivable,

increase in advances from customers and share-based payments during the nine months ended September 30, 2022.

Net cash used in investing activities increased

by $5.98 million comparing the six months ended June 30, 2022 and June 30, 2021, mainly due to additional loan to a third party.

Net cash provided in financing activities for

the six months ended June 30, 2022 was $4.14 million representing an decrease of $62.75 million, as compared to cash provided by financing

activities of $66.88 million during the six months ended June 30, 2021.

The decrease in cash provided by financing activities was mainly

due to the Company had loss in operations and did not raise any funds during the six months ended June 30, 2022 comparing to the same

period of 2021.

by $7.73 million in the nine months ended September 30, 2022, comparing the same period of 2021, mainly due to additional loan to a third

Net cash provided by financing activities for

the nine months ended September 30, 2022 was $0.25 million representing a decrease of $68.52 million, as compared to cash provided by

financing activities of $69.43 million during the nine months ended September 30, 2021.

The decrease in cash provided by financing activities

was mainly due to the Company had loss in operations and did not raise any funds during the nine months ended September 30, 2022, comparing

to the same period of 2021.

Off-balance sheet arrangements

As of June 30, 2022, we did not have any off-balance

sheet arrangements.

Quantitative and Qualitative Disclosures

about Market Risk

As of September 30, 2022, we did not have any

off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis