What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-20 · 881 added, 1282 removed, 370 unchanged (85% of the section changed)

Financial Statements

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

FINTECH GROUP INC.

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

Cash and cash equivalents

Restricted cash

Short - term investment

Accounts receivable, net

Notes receivable

Advances to suppliers and other current assets

9 unchanged sentences

Accounts payable

Notes payable

Accrued expenses and other payables

Advances from customers

Convertible notes payables

Lease liability - operation lease

Amounts due to related parties

Deferred liabilities

TOTAL CURRENT LIABILITIES

7 unchanged sentences

Common stock, $ 0.001 par value;

60,000,000 shares authorized, 14,645,653 shares and 14,645,653 shares issued and outstanding as of September 30, 2023 and December 31, 2022 respectively

60,000,000 shares authorized;

19,985,410 shares and 17,834,874 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively

Additional paid-in capital

13 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

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

FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenues - third party

3 unchanged sentences

Research and development expenses

Stock compensation expense

Selling expenses

Impairment Loss

Provision (Recovery) of doubtful debts

( 1,152,798 )

Provision of doubtful debts

Total operating expenses

2 unchanged sentences

( 2,524,199 )

( 5,554,395 )

( 10,158,234 )

Other (expenses) income

1 unchanged sentence

Interest expenses

Other (expense) income, net

( 1,617,355 )

Total other income (expense), net

Loss from Continuing Operations before Income Tax

Other expenses, net

( 1,718,232 )

Total other expense, net

( 1,437,181 )

Loss before Income Tax

( 3,969,066 )

4 unchanged sentences

$ ( 2,139,149 )

( 6,340,471 )

( 8,668,802 )

Discontinued Operations

Gain/(Loss) on disposal of discontinued operations

( 2,449,693 )

( 3,633,897 )

Discontinued Operations (Note 20)

Loss from discontinued operations

Gain on disposal of discontinued operations

( 3,323,629 )

1 unchanged sentence

Net Loss attributable to non-controlling interests

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

$ ( 2,408,300 )

$ ( 3,531,499 )

Net loss attributable to Future Fintech Group, Inc.

$ ( 3,327,208 )

4 unchanged sentences

$ ( 2,139,149 )

( 6,340,471 )

( 8,668,802 )

Unrealized holding gains/(losses) on available-for-sale securities

Foreign currency translation – continued operations

( 1,834,957 )

( 3,522,764 )

Unrealized holding (losses)/gains on available-for-sale securities

Comprehensive loss - continued operation

1 unchanged sentence

( 1,580,526 )

( 7,280,513 )

( 12,191,566 )

Net income (loss) from discontinued operations

Foreign currency translation – discontinued operations

Comprehensive income (loss) - discontinued operation

Gain from discontinued operations

Foreign currency translation - discontinued operation

Comprehensive Gain - discontinued operation

Comprehensive Loss

1 unchanged sentence

( 1,662,537 )

( 7,175,033 )

( 12,191,720 )

Net loss attributable to non-controlling interests

2 unchanged sentences

( 1,591,524 )

( 6,996,810 )

( 11,687,817 )

Earnings (Loss) per share:

Loss per share:

Basic loss per share from continued operation

Basic earnings per share from discontinued operation

Diluted Earnings (Loss) per share:

Basic loss per share from discontinued operation

Diluted loss per share:

Diluted loss per share from continued operation

Diluted earnings per share from discontinued operation

Diluted loss per share from discontinued operation

Weighted average number of shares outstanding

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Three Months ended September 30, 2022

comprehensive

Balance at June 30, 2022

$ 221,472,527

$ ( 143,245,468 )

$ ( 2,285,669 )

$ ( 992,266 )

Net loss from continued operation

( 3,531,499 )

( 3,633,897 )

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

( 1,834,957 )

Balance at September 30, 2022

$ 222,751,657

$ ( 146,776,967 )

$ ( 4,120,626 )

$ ( 1,094,664 )

Three Months ended September 30, 2023

comprehensive

Balance at June 30, 2023

$ 222,751,657

$ ( 155,924,902 )

$ ( 4,593,257 )

$ ( 1,416,410 )

Net loss from continued operation

( 2,408,300 )

( 2,449,693 )

Unrealized loss on available-for-sale securities

Foreign currency translation adjustment

Balance at September 30, 2023

$ 222,751,657

$ ( 158,333,202 )

$ ( 4,563,047 )

$ ( 1,457,803 )

Nine Months ended September 30, 2022

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

Fintech Group, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Months ended March 31, 2023

comprehensive

7 unchanged sentences

( 2,139,149 )

Share-based payments-service

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

( 3,522,764 )

Net loss from discontinued operations

Unrealized holding gains/(losses) on available-for-sale securities

Disposition of discontinued operation

Balance at September 30, 2022

Foreign currency translation adjustment

Balance at March 31, 2023

$ 222,751,657

2 unchanged sentences

$ ( 1,350,593 )

Nine Months ended September 30, 2023

Months ended March 31, 2024

comprehensive

7 unchanged sentences

( 3,969,066 )

Foreign currency translation adjustment

Issuance of common stocks-cash

Disposition of discontinued operation

Balance at September 30, 2023

Foreign currency translation adjustment

Balance at March 31, 2024

$ 236,469,490

2 unchanged sentences

$ ( 1,564,628 )

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

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

FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

$ ( 2,247,477 )

Net income/(loss) from discontinued operation

Net gain (loss) from discontinued operation

Net loss from continuing operations

3 unchanged sentences

Provision of doubtful debts

Share-based payments

Impairment of short term investment

Investment loss

Interest expenses related to convertible note

Changes in operating assets and liabilities

3 unchanged sentences

( 2,874,474 )

( 1,079,100 )

Advances to suppliers and other current assets

( 14,553,667 )

( 10,555,514 )

Operating lease assets and liabilities

Accounts payable

( 1,074,774 )

( 1,970,579 )

Accrued expenses

Taxes payable

Advances from customers

( 1,170,574 )

Net Cash Used in Operating Activities – Continued Operations

1 unchanged sentence

( 10,273,671 )

Net cash provided by operating activities – Discontinued Operations

Net Cash Provided in Operating Activities – Discontinued Operations

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

Additions to property, plant and equipment

Disposal of property and equipment

Payment of loan receivable

( 19,810,956 )

Repayment for loan receivable

Purchase of intangible assets

Net cash provided by (used in) investing activities from Continued Operations

( 14,440,605 )

Payment for short term investment

Disposal of a subsidiary, net of cash

Net Cash Provided by Investing Activities from Continued Operations

Net Cash Used in Investing Activities from Discontinued Operations

CASH FLOWS FROM FINANCING ACTIVITIES

Payment of dividends to the non-controlling interest

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

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

Notes payable

( 2,893,184 )

Proceeds from loan payable

Net cash (used in) provided by financing activities

( 2,914,830 )

Net cash provided by financing activities from continued operations

Effect of change in exchange rate

NET DECREASE IN CASH AND RESTRICTED CASH

( 4,145,737 )

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH

( 9,848,450 )

Cash and Restricted Cash at Beginning of Year

Cash and Restricted Cash at End of Year

Cash and cash equivalents, from the continuing operations beginning of year

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

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

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Deferred liabilities

Issuance of common stocks (Note 19)

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid

Cash paid for income taxes

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FINTECH GROUP INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CORPORATE INFORMATION

Future FinTech Group Inc.

(the “Company”)

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

The main business of the Company includes supply chain financing

services and trading, asset management and cross-border money transfer services.

The Company has also expanded into cryptocurrency mining

and cryptocurrency market data and information service business.

Prior to 2019, the Company engaged in the production and sales of fruit

juice concentrates, fruit juice beverages and other fruit-related products in the People’s Republic of China (“PRC”,

or “China”), and overseas markets.

Due to the drastically increased production cost and tightened environmental law in China,

the Company has transformed its business from fruit juice manufacturing and distribution to supply chain financing services and trading,

asset management and cross-border money transfer services.

In March 2022, FTFT UK Limited received approval

to operate as an Electronic Money Directive (“EMD”) Agent and has been registered as such with the Financial Conduct Authority

(FCA), a UK regulator.

This status grants FTFT UK Limited the ability to distribute or redeem e-money and provide certain financial services

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

On April 14, 2022, the Company established Future

Trading (Chengdu) Co., Ltd.

Its business is bulk commodities supply chain financing services and trading.

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 for $ 288 .

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

has no operation before

the acquisition.

The Company is developing bitcoin and other cryptocurrency mining and related service business in Paraguay.

has changed its name from KAZAN S.A to FTFT Paraguay S.A.

on July 28, 2022.

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

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

Khyber Money Exchange Ltd.

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.

Exchange Ltd.

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

closing of the transaction.

On October 11, 2022, the Company changed the name of Khyber Money Exchange Ltd.

to FTFT Finance UK Limited.

On February 27, 2023, Future FinTech (Hong Kong)

Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned subsidiary of Future FinTech Group Inc.

(the “Company”)

entered into a Share Transfer Agreement (the “Agreement”) with Alpha Financial Limited, a company incorporated in Hong Kong

(“Seller”) and sole owner and shareholder of Alpha International Securities (Hong Kong) Limited, a company incorporated

in Hong Kong (“Alpha HK”) and Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha

Alpha HK holds Type 1 ’Securities Trading’, Type 2 ‘Futures Contract Trading’ and Type 4 ’Securities

Consulting’ financial licenses issued by the Hong Kong Securities and Futures Commission.

Alpha SZ provides technical support services

The share transfer transaction was approved by the Securities and Futures Commission

of Hong Kong (“SFC”) in August 2023 and the acquisition was closed on November 7, 2023.

The names of the two entities

were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information Services (Shenzhen)

Ltd.’, respectively.

The Company’s business and operations are

principally conducted by its subsidiaries in the PRC, Hong Kong and UK.

On January 26, 2023, the Company filed with the

Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated

Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of the Amendment, the Company has authorized

and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000

shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse

Stock Split”).

The common stock will continue to be $ 0.001 par value.

The Company rounds up to the next full share of the Company’s

shares of common stock any fractional shares that result from the Reverse Stock Split and no fractional shares is issued in connection

with the Reverse Stock Split and no cash or other consideration is paid in connection with any fractional shares that would otherwise

have resulted from the Reverse Stock Split.

No changes are being made to the number of preferred shares of the Company which remain as

10,000,000 preferred shares as authorized but not issued.

The amendment to the Articles of Incorporation of the Company took effect on

February 1, 2023.

The Reverse Stock Split and Amendment were authorized and approved by the Board of Directors of the Company without

shareholders’ approval, pursuant to 607.10025 of the Florida Business Corporation Act of the State of Florida.

The reverse stock split would be reflected in

our September 30, 2023 and December 31, 2022 statements of changes in stockholders’ equity, and in per share data for all periods

FinTech Group Inc.

(the “Company”) is a holding company incorporated under the laws of the State of Florida.

historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages

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

Due to drastically increased production costs and tightened environmental

laws in China, the Company had transformed its business from fruit juice manufacturing and distribution to financial technology related

service businesses.

The main business of the Company includes supply chain financing services and trading in China, asset management

business in Hong Kong and cross-border money transfer service in UK.

The Company also expanded into brokerage and investment banking

business in Hong Kong and cryptocurrency mining farm in the U.S.

The Company had a contractual arrangements with a VIE E-Commerce Tianjin

in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19.

The Company started

the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March 7,

On February 27, 2023, Future FinTech (Hong Kong) Limited (“Buyer”),

a company incorporated in Hong Kong and a wholly owned subsidiary of Future FinTech Group Inc.

(the “Company”) entered into

a Share Transfer Agreement (the “Agreement”) with Alpha Financial Limited, a company incorporated in Hong Kong (“Seller”)

and sole owner and shareholder of Alpha International Securities (Hong Kong) Limited, a company incorporated in Hong Kong (“Alpha

HK”) and Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha SZ”).

Alpha HK holds

Type 1 ’Securities Trading’, Type 2 ‘Futures Contract Trading’ and Type 4 ’Securities Consulting’

financial licenses issued by the Hong Kong Securities and Futures Commission.

Alpha SZ provides technical support services to Alpha HK.

The share transfer transaction was approved by the Securities and Futures Commission of Hong Kong (“SFC”) in August 2023

and the acquisition was closed on November 7, 2023.

The names of the two entities were also changed to ‘FTFT International Securities

and Futures Limited’ and ‘FTFT Information Services (Shenzhen) Co.

Ltd.’ in November 2023, respectively.

Company’s business and operations are principally conducted by its subsidiaries in the PRC and Hong Kong.

On January 26, 2023, the Company filed with the Florida Secretary of

State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation,

as amended (“Articles of Incorporation”).

As a result of the Amendment, the Company has authorized and approved a 1-for-5

reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000 shares, accompanied

by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

The common stock continues to be $ 0.001 par value.

The Company rounded up to the next full share of the Company’s shares of common

stock any fractional shares that resulted from the Reverse Stock Split and no fractional shares was issued in connection with the Reverse

Stock Split and no cash or other consideration was paid in connection with any fractional shares that would otherwise have resulted from

the Reverse Stock Split.

No changes were made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares

as authorized but not issued.

The amendment to the Articles of Incorporation of the Company took effect on February 1, 2023.

Stock Split and Amendment were authorized and approved by the Board of Directors of the Company without shareholders’ approval,

pursuant to 607.10025 of the Florida Business Corporation Act of the State of Florida.

reverse stock split would be reflected in our March 31, 2024 and December 31, 2023 statements of changes in stockholders’ equity,

and in per share data for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial

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

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

In the opinion of management, the unaudited financial statements

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

adjustments, necessary to present fairly the financial position as of September 30, 2023 and the results of operations and cash flows

for the periods ended September 30, 2023 and 2022.

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

statements related to these periods are unaudited.

The results for the nine months ended September 30, 2023 are not necessarily indicative

of the results to be expected for any subsequent periods or for the entire year ending December 31, 2023.

The balance sheet at December

31, 2022 has been derived from the audited financial statements at that date.

Our contractual arrangements with the VIE and

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

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

permitted by PRC law.

As a result of our direct ownership in our wholly

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

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

We have consolidated the financial results of the VIE in

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

Certain information and footnote disclosures normally

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

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

These unaudited financial statements should

be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2022 as included in our

Annual Report on Form 10-K.

Discontinued Operations

On June 27, 2022, Chain Cloud Mall Logistics Center

(Shanxi) Co., Ltd.

was dissolved and deregistered.

On June 16, 2023, QR (HK) Limited was dissolved

and deregistered.

Based on the disposal plan and in accordance with

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

Segment Information Reclassification

The Company classified business segment into asset

management service, supply chain financing and trading, and others.

Uses of Estimates in the Preparation of Financial

The Company’s condensed consolidated financial

statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated

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

The significant areas requiring the use

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

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

taxes and valuation allowance for deferred tax assets.

Although these estimates are based on management’s knowledge of current events

and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may

be material to our condensed consolidated financial statements.

Going Concern

The Company’s financial statements are prepared

assuming that the Company will continue as a going concern.

of presentation

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

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

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

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

31, 2024 and the results of operations and cash flows for the periods ended March 31, 2024 and 2023.

The financial data and other information

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

The results for the three months

ended March 31, 2024 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending

December 31, 2024.

The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date.

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

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

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

a result of our direct ownership in our wholly owned subsidiary and the contractual arrangements with the VIE, we are regarded as the

primary beneficiary of the VIE, and we treat it and its subsidiaries as our consolidated affiliated entities under U.S.

consolidated the financial results of the VIE in our condensed consolidated financial statements in accordance with U.S.

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

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

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

ended December 31, 2023 as included in our Annual Report on Form 10-K.

June 16, 2023, QR (HK) Limited was dissolved and deregistered.

December 5, 2023, FTFT PARAGUAY S.A.

was dissolved.

March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered.

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

Information Reclassification

The Company classified business segment into supply

chain financing and trading and asset management services, and others.

of Estimates in the Preparation of Financial Statements

Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting

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

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

recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets.

Although these estimates are based

on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ

from those estimates and such differences may be material to our condensed consolidated financial statements.

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

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

1 unchanged sentence

The Company’s operating losses amounted $ 3.97 million, and it had

negative operating cash flows amounted $ 6.42 million as of September

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

The Company has raised

funds through issuance of convertible notes and common stock.

The ability of the Company to continue as a going

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

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,

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

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

The Company expenses research and development costs as they are incurred.

Impairment of Long-Lived Assets

In accordance with the ASC 360-10,

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

intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological

or other industrial changes.

The determination of recoverability of assets to be held and used is made by comparing the carrying amount

of an asset to future undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired,

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

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

Fair Value of Financial Instruments

The Company has adopted FASB ASC Topic on Fair

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

in GAAP, and expands disclosures about fair value measurements.

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

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

Quoted prices in active markets for identical assets or liabilities.

Input other than Level 1 that is observable, 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.

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

Our cash and cash equivalents and restricted cash

and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market price.

Earnings Per Share

Under ASC 260-10, Earnings Per Share , basic

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

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

Diluted EPS is calculated by using the treasury

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

Under this method, (i) exercise

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

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

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

of the diluted EPS computation.

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

following table.

For the nine months ended September 30, 2023:

Net loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 6,162,248 )

Net income from discontinuing operations attributable to Future Fintech Group, Inc.

Loss available to common stockholders from continuing operations

$ ( 6,162,248 )

Income available to common stockholders from discontinuing operations

Dilutive EPS:

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

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

$ ( 6,162,248 )

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

For the nine months ended September 30, 2022:

Loss from continuing operations

negative operating cash flows amounted $ 8.15 million as of March 31, 2024.

These factors raise substantial doubts about the Company’s

ability to continue as a going concern.

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

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

and eventually attain profitable operations.

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

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

and development

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

team, and expenditures relating to our efforts to develop, design, and enhance our service to our clients.

The Company expenses research

and development costs as they are incurred.

of Long-Lived Assets

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

such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these

assets could become impaired as a result of technological or other industrial changes.

The determination of recoverability of assets

to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.

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

the assets exceeds the fair value of the assets.

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

less cost to sell.

Value of Financial Instruments

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

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

ASC 820 establishes a three-level

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

the following:

prices in active markets for identical assets or liabilities.

other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

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.

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

cash and cash equivalents and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because

they are value using quoted market price.

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

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

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

and warrants.

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

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

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

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

The numerators and denominators used in

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

of March 31, 2024:

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

$ ( 3,972,645 )

Loss from discontinuing operations

Loss available to common stockholders from continuing operations

Income from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

( 3,972,645 )

Loss available to common stockholders from discontinuing operations

Income available to common stockholders from discontinued operations

Dilutive EPS:

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

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

$ ( 8,164,899 )

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

Three months ended September 30, 2023:

Net loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 2,408,300 )

Net income from discontinuing operations attributable to Future Fintech Group, Inc.

Loss available to common stockholders from continuing operations

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to Future Fintech Group, Inc.

( 3,972,645 )

Income available to common stockholders from discontinuing operations

Dilutive EPS:

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

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

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

of March 31, 2023:

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

$ ( 2,068,136 )

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

Three months ended September 30, 2022:

Loss from continuing operations

Income from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

( 2,068,136 )

Loss from discontinuing operations

Loss available to common stockholders from continuing operations

Loss available to common stockholders from discontinued operations

$ ( 108,328 )

Loss available to common stockholders from discontinuing operations

Dilutive EPS:

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

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

( 2,068,136 )

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

Cash and Cash Equivalents

Cash and cash equivalents included cash on hand

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

maturity of three months or less.

Deposits in banks in the PRC are only insured

by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD500, 000 , in the United Kingdom are only insured

by the government up to GBP 18,000 , in the United States of America are only insured by the Federal Deposit Insurance Corporation up to

USD250, 000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank

failure, causing loss to the Company, is remote.

Cash that is restricted as to withdrawal for use

or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash and

cash equivalents in the consolidated statements of cash flows.

Receivable and Allowances

Accounts receivable are recognized and carried

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

We have a policy of reserving for uncollectible accounts

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

We perform ongoing credit evaluations

of our customers and maintain an allowance for potential bad debts if required.

Other receivables, and loan receivables are recognized

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

We have a policy of reserving for uncollectible

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

Allowances for doubtful accounts are maintained

for expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are

based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific

customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and

supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records

the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the

allowance is classified as “bad debt expense” in the consolidated statements of comprehensive income.

We determine whether

an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability

to meet financial obligations.

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

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

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

The amounts calculated are analyzed to determine

the total amount of the allowance.

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

and Cash Equivalents

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

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

in banks in the PRC are only insured by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD500,000 ,

in the United Kingdom are only insured by the government up to GBP 18,000 , in the United States of America are only insured by the Federal

Deposit Insurance Corporation up to USD250, 000 , and are consequently exposed to risk of loss.

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

that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the consolidated balance sheets,

and is not included in the total cash and cash equivalents in the consolidated statements of cash flows.

and Allowances

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

We have a policy

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

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

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

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

in our existing receivable.

for doubtful accounts are maintained for expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition

of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions,

reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect

from customers.

The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”)

and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses

charged to the allowance is classified as “Bad debt expense” in the consolidated statements of comprehensive income.

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

have an inability to meet financial obligations.

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

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

to be collected.

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

The amounts calculated

are analyzed to determine the total amount of the allowance.

We may also record a general allowance as necessary.

Direct write-offs are taken in the period when

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

should abandon such efforts.

The Company has assessed its accounts receivable

including credit term and corresponding all its accounts receivables as of September 30, 2023.

Bad debt expense was $( 1,152,798 ) and $ 1,947

during the nine months ended September 30, 2023 and 2022, respectively.

Accounts receivables of $ 0.95 million and nil have been outstanding

for over 90 days as of September 30, 2023 and December 31, 2022, respectively.

Revenue Recognition

We apply the five steps defined under ASC 606:

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

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

entity satisfies a performance obligation.

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

acting as principal or agent.

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

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

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

Control is generally transferred

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

transferred to its customers.

We do not make any significant judgment in evaluating

when control is transferred.

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

other circumstances that indicate that we should abandon such efforts.

Company has assessed its accounts receivable including credit term and corresponding all its accounts receivables as of March 31, 2024.

Bad debt expense was $ 794,355 and $ 16,826 during the three months ended March 31, 2024 and 2023, respectively.

Accounts receivables of

$ 1.79 million and $ 0.97 million have been outstanding for over 90 days as of March 31, 2024 and December 31, 2023, respectively.

apply the five steps defined under ASC 606:

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

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

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

We assess its revenue arrangements against specific

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

Revenue arrangements with multiple performance obligations are

divided into separate distinct goods or services.

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

standalone selling price of the goods or services provided.

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

to a customer.

Control is generally transferred when the Company has a present right to payment and title and the significant risks and

rewards of ownership of products or services are transferred to its customers.

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

Revenue is recorded net of value-added tax.

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and steel

The Company recognize revenue when the receipt

of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.

was $ 20.27 million and $ 11.49 million during the nine months ended September 30, 2023 and 2022, respectively.

Sales agent services of coals, aluminum ingots,

sand and steel

For the sale of third-party products where the

Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross revenue

amount billed to customers as sales of goods listed above.

The Company considers multiple factors when determining whether it obtains

control of third-party products, including evaluating if it can establish the price of the product, retains inventory risk for tangible

products or has the responsibility for ensuring acceptability of the product.

The Company recognizes net revenue as agent services for

the sales of coals, aluminum ingots, sand and steel when no control obtained throughout the transactions.

Revenue was $ 0.20

million and nil during the nine months ended September 30, 2023 and 2022, respectively.

Asset Management Service

The Company recognizes service revenue when a

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

Property, Plant and Equipment

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

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

of the assets.

recognitions are as follows:

of coals, aluminum ingots, sand and steel

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

is transferred to the customer.

Revenue was $ 0.40 million and nil during the three months ended March 31, 2024 and 2023, respectively.

Sales agent services for coals, aluminum ingots, sand and steel

For the sale of third-party products where the Company obtains control

of the product before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers.

Company considers multiple factors when determining whether it obtains control of third-party products, including evaluating if it can

establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability

of the product.

The Company recognizes net revenue from sales agent service fees of coals, aluminum ingots, sand and steel when no control

obtained throughout the transactions.

Revenue was $ 0.04 million and $ 0.11 million during the three months ended March 31, 2024 and

2023, respectively.

Management Service

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

to the bills.

Plant and Equipment

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

Depreciation is computed using the straight-line

method over the useful lives of the assets.

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

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

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

Depreciation related to property, plant and equipment

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

We estimated that the residual

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

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

maintenance and repairs that

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

Upon disposal of assets, the cost and related accumulated depreciation

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

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

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

Property, plant and

equipment are depreciated over their estimated useful lives as follows:

Machinery and equipment

1 unchanged sentence

Motor vehicles

Intangible Assets

Acquired intangible assets are recognized based

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

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

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

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

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

would use if they were pricing the intangible asset.

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

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

Foreign Currency and Other Comprehensive Income

The financial statements of the Company’s

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

however, the reporting currency of the

Company is the USD.

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

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

The exchange rate we used to convert RMB to USD

was 7.18:1 and 6.96:1 at the balance sheet dates of September 30, 2023 and December 31, 2022, respectively.

The average exchange rate

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

The average exchange rates we used to convert RMB to USD were 7.01:1

and 6.61:1 for nine months ended September 30, 2023 and 2022, respectively.

The exchange rate we used to convert HKD to USD

was 7.82:1 and 7.80:1 at the balance sheet dates of September 30, 2023 and December 31, 2022.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert HKD to USD were 7.83:1 and 7.83:1 for

nine months ended September 30, 2023 and 2022, respectively.

The exchange rate we used to convert GBP to USD

was 0.82:1 and 0.83:1 at the balance sheet dates of September 30, 2023 and December 31, 2022.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert GBP to USD were 0.80:1 and 0.80:1 for

nine months ended September 30, 2023 and 2022, respectively.

The exchange rate we used to convert AED to USD

was 3.66:1 and 3.67:1 at the balance sheet dates of September 30, 2023 and December 31, 2022.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert AED to USD were 3.66:1 and 3.67:1 for

nine months ended September 30 2023 and 2022, respectively.

The exchange rate we used to convert PYG to USD

was 7289.83:1 and 7322.90:1 at the balance sheet dates of September 30, 2023 and December 31, 2022.

The average exchange rate for the

period has been used to translate revenues and expenses.

The average exchange rate we used to convert PYG to USD was 7250.00:1 and 6903.82:1

for nine months ended September 30 2023 and 2022.

Translation adjustments are reported separately

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

Government subsidies

Government subsidies primarily consist of financial

subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific

policies promoted by the local governments.

For certain government subsidies, there are no defined rules and regulations to govern the

criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the

relevant government authorities.

The government subsidies of operating nature with no further conditions to be met are recorded of operating

expenses in “Other income” in the consolidated statements when received.

The amendments in this update require disclosures

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

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

entity’s financial statements.

We use the asset and liability method of accounting

for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for

the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting

from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations

in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based

on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets

will not be realized.

ASC Topic 740-10-30 clarifies the accounting for

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

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

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

and transition.

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

The Company tests goodwill for impairment for

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

carrying value.

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

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

The Company’s evaluation of goodwill

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

The Company uses the discounted

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

future revenue and operating margin.

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

Short-term investments

Short-term investments consist primarily of investments

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

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

Fair valued or carried at amortized costs.

As of September

30, 2023 and December 31, 2022, the short-term investments amounted to $ 0.95 million and $ 0.99 million, respectively.

Due to fluctuations

of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 3,872

and $ 0.93 million during the nine months ended September 30, 2023 and 2022.

We adopted ASU No.

2016-02, Leases (Topic 842),

or ASC 842, from January 1, 2020.

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

For operating leases,

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

lease term on the consolidated balance sheets at commencement date.

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

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

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

and in economic environments where the leased asset is located.

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

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

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

amounts on the Company’s book.

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

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

amount may not be recoverable.

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

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

The useful life of the Company’s intangible assets

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

future cash flows.

Currency and Other Comprehensive Income (Loss)

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

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

Assets and liabilities of the Company’s foreign subsidiaries have been

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

exchange rate we used to convert RMB to USD was 7.10 :1 and 7.08 :1 at the balance sheet dates of March 31, 2024 and December 31, 2023,

respectively.

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

The average exchange rates we

used to convert RMB to USD were 7.10 :1 and 6.67 :1 for three months ended March 31, 2024 and 2023, respectively.

exchange rate we used to convert HKD to USD was 7.83 :1 and 7.82 :1 at the balance sheet dates of March 31, 2024 and December 31, 2023.

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

The average exchange rates we used to convert

HKD to USD were 7.82 :1 and 7.84 :1 for three months ended March 31, 2024 and 2023, respectively.

exchange rate we used to convert GBP to USD was 0.79 :1 and 0.78 :1 at the balance sheet dates of March 31, 2024 and December 31, 2023.

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

The average exchange rates we used to convert

GBP to USD were 0.79 :1 and 0.82 :1 for three months ended March 31, 2024 and 2023, respectively.

exchange rate we used to convert AED to USD was 3.66 :1 and 3.66 :1 at the balance sheet dates of March 31, 2024 and December 31, 2023.

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

The average exchange rates we used to convert

AED to USD were 3.67 :1 and 3.67 :1 for three months ended March 31 2024 and 2023, respectively.

exchange rate we used to convert PYG to USD was 7393.74 :1 and 7298.63 :1 at the balance sheet dates of March 31, 2024 and December 31,

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

The average exchange rate we used to

convert PYG to USD was 7290.28 :1 and 7275.55 :1 for three months ended March 31 2024 and 2023, respectively.

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

subsidies primarily consist of financial subsidies received from provincial and local governments for operating a business in their jurisdictions

and compliance with specific policies promoted by the local governments.

For certain government subsidies, there are no defined rules

and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined

at the discretion of the relevant government authorities.

The government subsidies of operating nature with no further conditions to

be met are recorded of operating expenses in “Other income” in the consolidated statements when received.

amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant

or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions,

and (3) the effect of the transactions on an entity’s financial statements.

use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under

this method, income tax expense is recognized for the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred

tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements

or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is

more likely than not some portion or all of the deferred tax assets will not be realized.

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

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

taken or expected to be taken in a tax return.

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

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

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

periods presented.

Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the

fair value of a reporting unit is below its carrying value.

If the fair value of a reporting unit is less than its carrying value, an

impairment loss is recorded to the extent that implied fair value of the goodwill within the reporting unit is less than its carrying

Company’s evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying

The Company uses the discounted cash flow model to estimate fair value, which requires management to make significant estimates

and assumptions related to forecasts of future revenue and operating margin.

In addition, the discounted cash flow model requires the

Company to select an appropriate weighted average cost of capital based on current market conditions as of March 31, 2024 and December

A high degree of auditor judgment and an increased extent of effort were required when performing audit procedures to evaluate

the reasonableness of management’s estimates and assumptions related to the forecasts.

Based upon the assessment, the Company has

concluded that goodwill was nil as of March 31, 2024 and December 31, 2023.

investments consist primarily of investments in fixed deposits with original maturities between three months and one year and certain

investments in wealth management products and other investments that the Company has the intention to redeem within one year.

or carried at amortized costs.

As of March 31, 2024 and December 31, 2023, the short-term investments amounted to nil and $ 0.96 million,

respectively.

On March 5, 2024, the Company sold the short – term investments at the amount of $ 0.95 million, investment loss $ 0.01

Due to fluctuations of the quoted shares included in its investment portfolios, the Company unrealized holding gains on available-for-sale

securities of nil and $ 0.18 million on March 31, 2024 and 2023.

adopted ASU No.

2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains

a lease at lease inception.

For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on

the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date.

As most of our leases

do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date

in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate on a

collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

The ROU assets

also include any lease payments made, net of lease incentives.

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

Our leases often include options to extend and lease terms include

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

Lease terms also include periods covered by options to terminate

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

Share-based compensation

The Company awards share options and other equity-based

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

Compensation cost related to

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

The Company recognizes the compensation cost over

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

The amount of

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

When no future services are required to be performed

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

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

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

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

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

vested at that date.

Variable interest entities

On July 31, 2019, Cloud Chain Network and Technology

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

Co., Limited), E-commerce Tianjin, and Mr.

Zeyao Xue and Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered

into the following agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,”

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

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

Pursuant to Chinese law and regulations, a foreign

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

Company is conducting in China.

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

In order to comply with Chinese

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

use the Cloud Chain Mall System owned by CCM Tianjin.

E-commerce Tianjin was incorporated by Mr.

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

Zeyao Xue is a major shareholder

of the Company and the son of Mr.

Yongke Xue, the president of the Company.

Kai Xu was the Chief Operating Officer of the Company

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

of blockchain division of the Company.

The VIE Agreements are as follows:

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

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

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

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

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

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

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

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

Zeyao Xue and Mr.

Pursuant to the Exclusive Purchase Option Agreement, Mr.

Zeyao Xue and Mr.

Kai Xu granted to CCM Tianjin and any party designated by CCM Tianjin the exclusive right to purchase, at any time during the term of this agreement, all or part of the equity interests in E-commerce Tianjin, or the “Equity Interests,” at a purchase price equal to the registered capital paid by Mr.

Zeyao Xue and Mr.

Kai Xu for the Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law.

Pursuant to powers of attorney executed by Mr.

Zeyao Xue and Mr.

Kai Xu, they irrevocably authorized any person appointed by CCM Tianjin to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval of E-commerce Tianjin’s shareholder, disposing of all or part of the shareholder’s equity interest in E-commerce Tianjin, and electing, appointing or removing directors and executive officers.

The person designated by CCM Tianjin is entitled to dispose of dividends and profits on the equity interest without reliance on any oral or written instructions of Mr.

Zeyao Xue and Mr.

The powers of attorney will remain in force for so long as Mr.

Zeyao Xue and Mr.

Kai Xu remain the shareholders of E-commerce Tianjin.

Zeyao Xue and Mr.

Kai Xu have waived all the rights which have been authorized to CCM Tianjin’s designated person under the powers of attorney.

3) Equity Pledge Agreements by and among CCM Tianjin, E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

Pursuant to the Equity Pledge Agreements, Mr.

Zeyao Xue and Mr.

Kai Xu pledged all of the Equity Interests to CCM Tianjin to secure the full and complete performance of the obligations and liabilities on the part of E-commerce Tianjin and them under this and the above contractual arrangements.

If E-commerce Tianjin, Mr.

Zeyao Xue, or Mr.

Kai Xu breaches their contractual obligations under these agreements, then CCM Tianjin, as pledgee, will have the right to dispose of the pledged equity interests.

Zeyao Xue and Mr.

Kai Xu agree that, during the term of the Equity Pledge Agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that CCM Tianjin’s rights relating to the equity pledge should not be interfered with or impaired by the legal actions of the shareholders of E-commerce Tianjin, their successors or designees.

During the term of the equity pledge, CCM Tianjin has the right to receive all of the dividends and profits distributed on the pledged equity.

The Equity Pledge Agreements will terminate on the second anniversary of the date when E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

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

4) Exclusive Operation and Use Rights Authorization letter which authorizes CCM Tianjin, to exclusively operate and use the Cloud Chain Mall System and the authorization period is the same as the term of the EXCLUSIVE THEHNOLOGY CONSULTING AND SERVICE AGREEMENT entered into by and between CCM Tianjin and E-commerce Tianjin dated July 31, 2019.

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

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

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

6) Spousal Consent Letters.

The spouse of Mr.

Zeyao Xue is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing that the equity interests in E-Commerce Tianjin held by and registered under the name of such shareholder will be disposed pursuant to the contractual agreements with CCM Tianjin.

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

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those

Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those

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

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

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

generally is the vesting period.

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

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

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

The Company recognizes compensation

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

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

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

Accounting Pronouncements

June 2016, the FASB issued ASU No.

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

Measurement of Credit Losses

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

amortized cost.

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

forward-looking information to calculate credit loss estimates.

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

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

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

These changes will result in earlier recognition of credit losses.

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

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

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

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

credit losses for financial assets held at amortized cost.

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

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

It also eliminates the concept of

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

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

These changes will result in earlier recognition

of credit losses.

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

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

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

definition of a smaller reporting company.

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

Management adopted of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time

In November 2021, the FASB issued ASU No.

Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance.

The amendments in this update require

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

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

on an entity’s financial statements.

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

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

Early application

of the amendment is permitted.

The Company adopted ASU No.

2021-10 effective on January 1, 2022.

The adoption of this standard did not

have a material impact on the Company consolidated financial statements.

Management does not believe that any other recently

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

VARIABLE INTEREST ENTITY

The carrying amount of the VIE’s consolidated

assets and liabilities are as follows:

September 30,

Cash and cash equivalents

Other receivables

Other current assets

Total current assets

Property and equipment, net

Intangible assets

Total liabilities

$ ( 221,038 )

$ ( 132,741 )

September 30,

Current liabilities:

Accounts payable

Accrued expenses and other payables

Advances from customers

Amount due to related party

Total current liabilities

Total liabilities

The summarized operating results of the VIE’s are as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Management adopted of ASU 2016-13

on the consolidated financial statements.

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

and the economic conditions at the time of adoption.

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

on the accompanying consolidated financial statements.

ACCOUNTS RECEIVABLE

Accounts receivable, net consist of the following:

September 30,

receivable, net consist of the following:

Supply Chain Financing/Trading

1 unchanged sentence

Total accounts receivable, net

The following table sets forth our concentration

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

September 30,

following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts.

Total accounts receivable, net

NOTE RECEIVABLES

As of March 31, 2024, the balance of note receivables

was $ 0.65 million, which was from a third party.

The Company accepted $ 0.65 million (RMB 4.60 million)

bank acceptance drafts from a third party, interest free of accounts receivable.

The acceptance draft was issued on January 24, 2024 and

has a maturity date of July 26, 2024.

OTHER RECEIVABLES

As of September 30, 2023, the balance of other

receivables was $ 5.89 million.

As of March 31, 2024, the balance of other receivables

was $ 0.10 million.

of December 31, 2023, the balance of other receivables was $ 10.05 million.

of April 22, 2022 and January 31, 2023, FTFT Super Computing Inc.

4 unchanged sentences

cash deposit in the amount of $ 1.86 million and has receivables from pre purchase electricity $ 0.07 million.

On February 3, 2023, Future Fintech Group Inc.

entered into a “Consulting Agreement” with a third party for its professional service of potential acquisition projects.

February 3, 2023, Future Fintech Group Inc.

entered into a “Consulting Agreement” with a third party for its professional

service of potential acquisition projects.

Future Fintech Group Inc.

provided initial amount of cash deposit to the third party in the amount of $ 2.40 million.

In addition, other receivables included total $ 1.46 million deposit

paid and prepayments to third parties.

As of December 31, 2022, the balance of other

receivables was $ 2.65 million.

On October 1, 2022, FTFT UK Limited (the “Buyer”),

a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.

(“Khyber”) for £ 786,887 .

Buyer deposited £ 400,000 for cash balance expected to be left in the bank account of Khyber at the closing to the Buyer’s

solicitors’ client account upon the final closing of the acquisition, and the Buyer’s solicitors shall refund the amount after

deducting the cash balance in Khyber’s account upon closing.

As of January 9, 2023, the Company has received refund $ 0.24 million.

As of April 22, 2022, FTFT Super Computing Inc.

entered into a “Electricity Sales and Purchase Agreement” with a third-party seller.

FTFT Super Computing Inc.

initial amount of Adequate Assurance to the seller in the form of a cash deposit in the amount of $ 1.00 million and has receivables from

resale of electricity $ 0.24 million.

In addition, other receivables included total

$ 1.17 million deposit paid and prepayments to third parties.

provided initial amount of cash deposit to the third party in the

amount of $ 2.40 million.

December 6, 2023, Future Fintech (Hong Kong) Limited entered into a “Mobile Software Application Development Agreement” with

a third-party.

Future Fintech (Hong Kong) Limited shall pay $ 4.00 million.

Future Fintech (Hong Kong) Limited provided initial amount

of cash deposit to the third party in the amount of $ 2.00 million.

Development shall take 250 man-days.

December 6, 2023, Future Fintech (Hong Kong) Limited entered into a “Augmented Reality (AR) Group Development and Service Agreement”

with a third-party.

Future Fintech (Hong Kong) Limited shall pay $ 5.00 million.

Future Fintech (Hong Kong) Limited provided initial amount

of cash deposit to the third party in the amount of $ 2.50 million.

Development shall take 180 man-days.

addition, other receivables included total $ 1.22 million deposit paid and prepayments to third parties.

LOAN RECEIVABLES

As of September 30, 2023, the balance of loan

receivables was $ 4.92 million, which was from a third party.

On March 10, 2022, Future FinTech (Hong Kong)

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

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March

10, 2022 to September 9, 2024.

As of March 31, 2024, the balance of loan receivables

was $ 14.88 million, which were from third parties.

On March 10, 2022, Future FinTech (Hong Kong) Limited (“FTFT

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

Pursuant to the

Loan Agreement, FTFT HK loaned an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March 10, 2022 to

September 9, 2024 .

To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 2.16 million.

On May 31, 2022, FTFT HK entered into a “Loan

Agreement” with the same third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 6.36 million to the third party

at the annual interest rate of 10 % from May 31, 2022 to May 30,2023.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 6.36 million.

On December 26, 2022, FTFT HK entered into a “Loan

Agreement” with the same third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 0.40 million to the third party

at the annual interest rate of 10 % from December 26, 2022 to March 26, 2023.

As of May 13,

2024, the Company has received repayment $ 2.16 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.05 million (RMB 50 million)

to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2024 , guarantee by Junde Chen.

To strengthen the liquidity,

the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 4.93

$ 0.40 million.

On July 14, 2022, Future Private Equity Fund Management

(Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity

Fund Management (Hainan) Co., Limited loaned an amount of $ 6.92 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to July 14, 2023, guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 4.83 million (RMB 35 million).

The amount of

$ 2.08 million (RMB 15 million) will be repaid within 12 months.

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

was $ 19.16 million, which was from a third party.

September 8, 2021, FUCE Future Supply Chain (Xi’an) Co., Ltd., a wholly owned subsidiary of the Company, entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FUCE Future Supply Chain (Xi’an) Co., Ltd.

loaned an amount

of $ 0.22 million (RMB 1.5 million) to the third party at the annual interest rate of 5.25 % from September 8, 2021 to September 6, 2023.

As of March 30, 2023, the Company has received repayment $ 0.22 million.

On March 10, 2022, FTFT HK entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 5.00 million to the third party at the

annual interest rate of 10 % from March 10, 2022 to September 9, 2024.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 2.16 million.

On May 31, 2022, FTFT HK entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 6.36 million to the same third party

at the annual interest rate of 10 % from May 31, 2022 to May 30,2023.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 6.36 million.

On December 26, 2022, FTFT HK entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 0.40 million to the same third party

at the annual interest rate of 10 % from December 26, 2022 to March 26, 2023.

million (RMB 35 million).

The amount of $ 2.11 million (RMB 15 million) will be repaid before July 14, 2024.

December 8, 2023, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.93 million

(RMB 35 million) to the third party at the annual interest rate of 5 % from December 8, 2022 to December 8, 2024.

December 8, 2023, Future Fin Tech (Hong Kong) Limited entered into a “Loan Agreement” with a third party.

Pursuant to the

Loan Agreement, Future Fin Tech (Hong Kong) Limited loaned an amount of $ 5.00 million to the third party at the annual interest rate

of 5 % from December 8, 2022 to December 8, 2024 .

of December 31, 2023, the balance of loan receivables was $ 14.90 million, which was from a third party.

March 10, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March 10, 2022 to September 9, 2024.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 2.16 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50 million)

to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2024 , guarantee by Junde Chen.

To strengthen the liquidity,

the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.09

$ 0.40 million.

On July 14, 2022, Future Private Equity Fund Management

(Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to July 14, 2023, guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.09 million (RMB 35 million).

The amount of

$ 2.18 million (RMB 15 million) will be repaid within 12 months.

million (RMB 35 million).

The amount of $ 2.12 million (RMB 15 million) will be repaid before

July 14, 2024.

On December 8, 2023, Future Private Equity Fund Management (Hainan)

Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund

Management (Hainan) Co., Limited loaned an amount of $ 4.94 million (RMB 35 million) to the third party at the annual interest rate of 5 %

from December 8, 2023 to December 8, 2024 .

On December 8, 2023, Future Fin Tech (Hong Kong) Limited entered into

a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Fin Tech (Hong Kong) Limited loaned an amount

of $ 5.00 million to the third party at the annual interest rate of 5 % from December 8, 2023 to December 8, 2024 .

SHORT - TERM INVESTMENT

As of September 30, 2023, the balance of short

- term investments were $ 0.95 million.

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

invested RMB 13,000,000

($ 1.79 million) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types of investment portfolios.

to the market value, the Company’s balance of the short - term investment was $ 0.95 million on September 30, 2023.

Due to fluctuations

of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 3,872 .

As of December 31, 2022, the balance of short

- term investments were $ 0.99 million.

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

invested RMB 13,000,000

($ 1.87 million) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types of investment portfolios.

to the market value, the Company’s balance of the short - term investments was $ 0.99 million on December 31, 2022.

Due to fluctuations

of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 0.91

of March 31, 2024, the balance of short - term investments was nil .

On March 5, 2024, the Company sold the

short – team investments amount of $ 0.95 million, with an investment loss $ 0.01 million.

of December 31, 2023, the balance of short - term investments was $ 0.96 million.

On September 6, 2021, Future Private Equity Fund Management

(Hainan) Co., Ltd.

invested $ 1.87 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest

in various types of investment portfolios.

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

was $ 0.98 on December 31, 2023.

Due to fluctuations of the quoted shares included in its investment portfolios, the Company recognized

an impairment to the investment portfolio of $ 12,633 million for the years ended December 31, 2023.

OTHER CURRENT ASSETS

The amount of other current assets consisted of

the followings:

September 30,

amount of other current assets consisted of the followings:

Prepayments for Supply Chain Financing/Trading

Prepayments for Sand and Steel Supply Chain Financing/Trading

Prepaid expenses

As of September 30, 2023 and December 31, 2022,

the balance of goodwill mainly represented an amount of $ 13.98 million that arose from acquisition of Nice Talent Asset Management Limited

(“Nice Talent”) in 2021 and Khyber Money Exchange Ltd., in 2022.

On August 6, 2021, the Company through its wholly

owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 % of the issued and outstanding shares of Nice Talent

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

of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) was paid in 2,244,156 pre reverse stock

split shares of common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.39 million) in two installments for 20 % each

shall be paid in shares of common stock of the Company upon the completion of the audited reports for Nice Talent for each of the years

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

On October 1, 2022, FTFT UK Limited, a wholly

owned subsidiary of the Company, acquired 100 % equity interest of Khyber Money Exchange Ltd., a company incorporated in England and Wales,

for £ 786,887 ($ 0.95 million).

The Company recorded $ 2.21 million of impairment

loss in fiscal year 2022 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited and FTFT Finance

UK Limited (formerly known as Khyber Money Exchange Ltd.).

Goodwill impairment test as of December 31, 2022 using compare the carrying

amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds the fair value, compare the implied

fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying amount of goodwill exceeds the

implied fair value, an impairment loss should be recognized.

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

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

outstanding shares of Nice Talent from Joy Rich Enterprises Limited for HK$ 144,000,000 (the “Purchase Price”) which shall

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

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

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

40 % of the Purchase Price ($ 7.39 million)

in two installments for 20 % each shall be paid in shares of common stock of the Company upon the completion of the audited reports for

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

Nice Talent has met the performance requirements for the year

ended on December 31, 2021 and 2022.

The 40 % of the Purchase Price has been paid in the shares of common stock of the Company to Joy Rich

on October 17, 2023.

The transaction was accounted for in accordance

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

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

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

The values assigned in these financial statements

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

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

Assets and Liabilities, and Any Noncontrolling 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

net assets acquired.

The following table summarizes the allocation

of estimated fair values of net assets acquired and liabilities assumed:

As of March 31, 2024, prepaid expenses were 9.82

On February 3, 2023, Future Fintech Group Inc.

entered into a “Consulting Agreement” with a third party for its professional service of potential acquisition projects.

Future Fintech Group Inc.

provided initial amount of cash deposit to the third party in the amount of $ 2.40 million.

On December 6, 2023, Future Fintech (Hong Kong)

Limited entered into a “Mobile Software Application Development Agreement” with a third-party.

Future Fintech (Hong Kong)

Limited shall pay $ 4.00 million.

Future Fintech (Hong Kong) Limited provided initial amount of cash deposit to the third party in the

amount of $ 2.00 million.

Development shall take 250 man-days.

On December 6, 2023, Future Fintech (Hong Kong)

Limited entered into a “Augmented Reality (AR) Group Development and Service Agreement” with a third-party.

Future Fintech

(Hong Kong) Limited shall pay $ 5.08 million.

Future Fintech (Hong Kong) Limited provided initial amount of cash deposit to the third party

in the amount of $ 2.50 million.

Development shall take 180 man-days.

On March 8, 2024, the Company pays the remaining balance $ 2.58 million.

In addition, other receivables included total

$ 0.34 million prepayments to a third party.

International Securities (Hong Kong) Limited

On November 7, 2023, Future FinTech (Hong Kong) Limited, a wholly owned

subsidiary of the Company completed the acquisition ("Acquisition Date”) of 100 % equity interest of Alpha International Securities

(Hong Kong) Limited a company incorporated in Hong Kong for $ 1,791,174 ( HKD14,010,421 ).

Alpha International Securities (Hong Kong) Limited

is in the securities business in Hong Kong.

The Company has changed its name from Alpha International Securities (Hong Kong) Limited to

FTFT International Securities and Futures Limited in November 2023.

Alpha Information Services (Shenzhen) Co.,

On November 7, 2023, Future FinTech (Hong Kong) Limited, a wholly owned

subsidiary of the Company acquired 100 % equity interest of Alpha Information Services (Shenzhen) Co., Ltd.

for $ 210,788 (HKD 1,649,528 ).

Alpha Information Services (Shenzhen) Co., Ltd provides information services for FTFT International Securities and Futures Limited.

Company has changed its name from Alpha Information Services (Shenzhen) Co., Ltd to Future information service (Shenzhen) Co., Ltd in

November 2023.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable

Other receivables

Other current assets

Property, plant and equipment, net

Amount Due from Related Party

Accrued expenses and other payables

Net identifiable assets acquired

non-controlling interests

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

The Company has included the operating results

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

Khyber Money Exchange Ltd.

On October 1, 2022, FTFT UK Limited, a wholly

owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd., a company incorporated in England and Wales,

for £ 786,887 ($ 0.95 million).

The Company has changed its name from Khyber Money Exchange Ltd., to FTFT Finance UK Limited on October

The following table summarizes the allocation

of estimated fair values of net assets acquired and liabilities assumed:

Other receivables

Property, plant and equipment, net

Intangible assets

Right of use assets

Lease liability-current

Accounts payable

( 4,123,903 )

Accrued expenses and other payables

Net identifiable assets acquired

$ ( 2,849,685 )

Total purchase price for acquisition net of $ 4,679,434 of cash

The Company has included the operating results of FTFT Finance UK Limited

in its consolidated financial statements since October 1, 2022.

The Company’s non-cancellable operating

leases consist of leases for office space.

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

For the nine months ended

September 30, 2023, the operating lease cost was $ 0.80 million.

The Company’s operating leases have remaining

lease terms of approximately 42 months.

As of September 30, 2023, the weighted average remaining lease term and weighted average discount

rate were 3.50 years and 4.75 %, respectively.

Maturities of lease liabilities were as follows:

As of September 30,

From October 1, 2023 to September 30, 2024

From October 1, 2024 to September 30, 2025

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

$ ( 2,677,472 )

The Company has included the operating results of FTFT International

Securities and Futures Limited in its consolidated financial statements since the Acquisition Date.

US$ 294,437 in net sales and US$ 88,408

in net income of FTFT International Securities and Futures Limited were included in the consolidated financial statements for the years

ended December 31, 2023.

Company has included the operating results of Future information service (Shenzhen) Co., Ltd in its consolidated financial statements

since the Acquisition Date.

US$ 1,390 in net sales and US$ 50,80 in net loss of Future information service (Shenzhen) Co., Ltd were included

in the consolidated financial statements for the years ended December 31, 2023.

Company’s non-cancellable operating leases consist of leases for office space.

The Company is the lessee under the terms of the

operating leases.

For the three months ended March 31, 2024, the operating lease cost was $ 0.18 million.

Company’s operating leases have remaining lease terms of approximately 53 months.

As of March 31, 2024, the weighted average remaining

lease term and weighted average discount rate were 3.56 years and 4.75 %, respectively.

of lease liabilities were as follows:

As of March 31,

From April 1, 2024 to March 31, 2025

From April 1, 2025 to March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

From April 1, 2028 to March 31, 2029

amounts representing interest

2 unchanged sentences

Long term obligations

The Company leases office space and equipment

under various short-term operating leases.

As permitted by ASC 842, the Company has elected the practical expedient for short-term leases,

whereby lease assets and lease liabilities are not recognized on the balance sheet.

Short term leases cost was $ 0.17 million for nine

months ended September 30, 2023.

Company leases office space and equipment under various short-term operating leases.

As permitted by ASC 842, the Company has elected

the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet.

term leases cost was $ 1,979 for three months ended March 31, 2024.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

September 30,

and equipment consist of the following:

Office equipment, fixtures and furniture

1 unchanged sentence

Construction in progress

Depreciation expense included in general and administration

expenses for the nine months ended September 30, 2023 and 2022 was $ 223,687 and $ 137,187 , respectively.

Depreciation expense included

in cost of sales for the nine months ended September 30, 2023 and 2022 was nil , respectively.

expense included in general and administration expenses for the three months ended March 31, 2024 and 2023 was $ 66,859 and $ 71,397 , respectively.

Depreciation expense included in cost of sales for the three months ended March 31, 2024 and 2023 was $ 0 and $ 0 , respectively.

INTANGIBLE ASSETS

Intangible assets consist of the following:

September 30,

assets consist of the following:

System and software

2 unchanged sentences

( 1,831,283 )

Amortization expense included in general and administration

expenses for the nine months ended September 30, 2023 and 2022 was $ 42,776 and $ 45,699 , respectively.

Amortization expense included in

cost of sales for the nine months ended September 30, 2023 and 2022 was nil , respectively.

The estimated amortization is as follows:

As of September 30, 2023

From October 1, 2023 to September 30, 2024

From October 1, 2024 to September 30, 2025

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

From October 1, 2027 to September 30, 2028

Note payable consist of the following:

FUCE Future Supply Chain (Xi’an) Co., Ltd.

December 19, 2022

December 19, 2023

At maturity, the Notes are payable at their principal

amount thereon.

The occurring with respect to any of the Company’s indebtedness, an event of default resulting in accelerated maturity

or a failure to pay principal, interest or premium when due, the overdue interest shall be charged at 0.05 % per day, without the need

to notify the applicant and sign another loan contract.

As of September 30, 2023, there was no such event of default.

expense included in general and administration expenses for the three months ended March 31, 2024 and 2023 was $ 14,259 and $ 14,259 , respectively.

Amortization expense included in cost of sales for the three months ended March 31, 2024 and 2023 was $ 0 and $ 0 , respectively.

estimated amortization is as follows:

As of March 31,

From April 1, 2024 to March 31, 2025

From April 1, 2025 to March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

From April 1, 2028 to March 31, 2029

Type 1 and Type 2 licenses by Hong Kong Securities

and Futures Commission have no expiration date and do not require amortization, amount was $ 127,773 .

ACCOUNT PAYABLES

1 unchanged sentence

of the followings:

September 30,

Supply Chain Financing/Trading payment

2 unchanged sentences

consisted of the followings:

September 30,

Legal fee and other professionals

Wages and employee reimbursement

ADVANCES FROM CUSTOMERS

The amount of advances from customers consisted

Provision for legal case

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT

Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global

for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent

On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding

FT Global $ 8,875,265 .

On April 16, 2024, the Court issued an amended judgment, awarding FT Global $ 10,598,379.93 , which includes $ 7,895,265.31

in damages, $ 1,723,114.62 in prejudgment interest, and $ 980,000.00 in attorney’s fees.

CONVERTIBLE NOTES PAYABLE

The amount of convertible notes payable consisted

of the followings:

September 30,

Coal and Aluminum Ingots Supply Chain Financing/Trading

DEFERRED LIABILITIES

As of September 30, 2023 and December 31, 2022,

the balance of deferred liabilities mainly represented an amount of $ 7.39 million that arose from the payment for the remaining 40 % of

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

20 % and 20 % of the Purchase

Price in two installments for 20 % each shall be paid in shares of common stock of the Company upon the completion of the audited reports

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

The 40 % of the Purchase Price has been paid in the shares

of common stock of the Company on October 17, 2023.

Interest expenses

RELATED PARTY TRANSACTION

As of September 30, 2023, the amounts due to the

As of March 31, 2024, the amounts due to the

related parties were consisted of the followings:

General Manager of a subsidiary of the Company

Accrued expenses, interest free and payment on demand.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

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

The amount is interest free and payment on demand.

As of September 30, 2023, the amounts due from

the related parties were consisted of the followings:

Deputy General Manager of a subsidiary of the Company

NTAM’s Director

Other payables, interest free and payment on demand.

A company owned by the minority shareholder of NTAM

Other payables, interest free and payment on demand.

As of March 31, 2024, the amounts due from the

related parties were consisted of the followings:

Xiaochen Zhao

Corporate legal representative

Prepaid expenses, interest free and payment on demand.

Chief Operating Officer of the Company*

Corporate Secretary

Prepaid expenses, interest free and payment on demand.

Yang Liu resigned as Chief Operating Officer of the Company

on July 27, 2023 and remains as an officer of a subsidiary of the Company.

During nine months ended September 30, 2023, the

Corporate legal representative

Prepaid expenses, interest free and payment on demand.

Chief Financial Officer of the Company

Prepaid expenses, interest free and payment on demand.

During three months ended March 31, 2024, the

Company had the following transactions with related parties:

1 unchanged sentence

A company owned by the minority shareholder of NTAM

Other expenses

JKNDC Limited

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service payable to JKNDC

Alpha Yield Limited

A director of NTAM is a shareholder of this company

Consultancy fee payable to Alpha Yield

Cost of revenue- Asset management service

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee payable to Nice Talent Partner

Consultancy fee

As of December 31, 2023, the amount due to the

related parties was consisted of the followings:

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

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

General Manager of a subsidiary of the Company

Corporate legal representative

Other payables, interest free and payment on demand.

As of December 31, 2022, the amount due from the

related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Advance to the officer, interest free and payment on demand.

Chief Financial Officer of the Company

Advance to the officer, interest free and payment on demand.

Vice president of the Company

Advance to the officer, interest free and payment on demand.

Ola Johannes Lind

Chief Executive Officer of the FTFT Capital Investments L.L.C.

and Chief Strategy Officer of the Company

Advance to the officer, interest free and payment on demand.

Accrued expenses, interest free and payment on demand.

Xiaochen Zhao

Corporate legal representative

Accrued expenses, interest free and payment on demand.

NTAM’s Director

Advance to the directors Amount is interest free and payment on demand.

During nine months ended September 30, 2022, the

Other payables, interest free and payment on demand.

As of December 31, 2023, the amount due from

the related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Loan receivables*, interest free and payment on demand.

During three months ended March 31, 2023, the

Company had the following transactions with related parties:

JKNDC Limited

A company owned by the minority shareholder of NTAM

Other expenses

JKNDC Limited

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

Alpha Yield Limited

A director of the Company is a shareholder of this company

Consultancy fee

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee payable to Nice Talent Partner

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

Consultancy fee

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

The Company is incorporated in the United States

3 unchanged sentences

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

taxable income for the nine months ended September 30, 2023 and 2022.

For the nine months

ended September 30, 2023 and 2022, the Company had current income tax expenses of $ 72,287 and $ 513,178 , respectively.

The Company evaluates the level of authority for

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

taxable income for the three months ended March 31, 2024 and 2023.

For the three months

ended March 31, 2024 and 2023, the Company had current income tax expenses of nil and $ 25,674 , respectively.

The Company evaluates the level of authority

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

the unrecognized benefits associated with the tax positions.

For the nine months ended September 30, 2023, the Company had no unrecognized

tax benefits.

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

realize the deferred tax assets for certain subsidiaries and a VIE.

For the years ended March 31, 2024, the Company had no unrecognized tax

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

the deferred tax assets for certain subsidiaries and a VIE.

The amount of unrecognized deferred tax liabilities

1 unchanged sentence

The Company has not provided deferred taxes on

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

The Company has not provided deferred taxes on

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

4 unchanged sentences

to their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has not recorded any deferred taxes in

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

Effective on January 1, 2008, the PRC Enterprise

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

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

The tax rate for pre-tax profits below

RMB 1 million is 2.5 %;

the tax rate for pre-tax profits between RMB 1 million to RMB 3 million is 10 %.

E-Commerce Tianjin, Future Supply

(Chengdu) Co., Ltd.

Accordingly, the Company has not recorded any deferred taxes

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

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT

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

enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for pre-tax profits below RMB 1 million is

the tax rate for pre-tax profits between RMB 1 million to RMB 3 million is 10 % and the tax rate for pre-tax profits over RMB 3 million

E-Commerce Tianjin, Future Supply (Chengdu) Co., Ltd.

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

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

Other subsidiaries

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

were subject to an enterprise income

tax rate of 2.5 % and 10 %.

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

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

13 unchanged sentences

The applicable tax rate is nil in British Virgin Island.

FTFT Paraguay S.A.

is incorporated in Republic

The applicable tax rate is 10 % in Paraguay.

Reconciliation of the differences between the

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

September 30,

Loss before taxation

3 unchanged sentences

Computed expected benefits

( 1,567,046 )

( 2,038,906 )

Others, primarily the differences in tax rates

Effect of tax losses not recognized

IMPAIRMENT LOSS

The Company recorded $3,872 and $ 0.23 million

of impairment loss in nine months ended 2023 and 2022 relating to the short - term investment mainly due to Future Private Equity Fund

Management (Hainan) Co., Ltd.

invested $ 1.85 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to

invest in various types of investment portfolios.

The Company may still suffer significant impairment loss or downward adjustments of

our investments in the future, due to the potential worsening global economic conditions, high interest rate and the volatility in the

continuing low market price of shares that caused the Company to recognize a fair-value loss in nine months ended September 30, 2023 and

According to the market value, the Company’s balance of the short - term investment was $ 0.95 million and $ 0.98 million on

September 30, 2023 and December 31, 2022.

Deferred tax assets losses not recognized

SHARE BASED COMPENSATION

On February 1, 2023, the Company effected a 1-for-5

reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000 shares, accompanied

by a corresponding decrease in the Company’s issued and outstanding shares of common stock.

Consulting Service Agreement

On January 25, 2020, the Company entered into

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

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

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

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

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

(ii) help the Company to

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

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

growth strategies;

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

request from time to time.

The term of the Agreement is three years.

In consideration of the services to be provided by the Consultant

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

The Company shall issue a

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

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

On February 23, 2020,

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

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

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

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

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

under the Securities Act of 1933, as amended.

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

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

immediately upon issuance.

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

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

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

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

The share numbers are pre-reverse stock split effected on February 1, 2023.

On February 1, 2023, the Company effected a 1-for-5 reverse stock split

of the Company’s issued and authorized shares and its total authorized shares of common stock reduced from 300,000,000 shares to

60,000,000 shares.

Restricted net assets

PRC laws and regulations permit payments of dividends

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

PRC accounting standards and regulations.

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

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

their respective registered capital.

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

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

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

The restriction

amounted to $ 26.61 million (RMB 191,062,532 ) as of September 30, 2023.

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

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

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

with PRC accounting standards and regulations.

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

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

50 % of their respective registered capital.

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

distribution.

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

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

The restriction amounted to $ 24.83 million (RMB 176,144,932 ) as of March 31, 2024.

Except for the above or disclosed elsewhere, there

is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

Payments-omnibus equity plan

On July 12, 2022 (the “Grant Date”),

the Compensation Committee of the Board of Directors (the “Board”) of the Company granted 3,047,000 shares of common stock

of the Company, par value $ 0.001 (the “Shares”), pursuant to the Company’s 2020 Omnibus Equity Plan, to certain officers

and employees of the Company and its subsidiaries (the “Grantees”), including:

800,000 shares to Shanchun Huang, Chief Executive

Officer of the Company;

800,000 shares to Yongke Xue, President of the Company;

100,000 shares to Ming Yi, Chief Financial Officer of

the Company, 547,000 shares to Peng Lei, general manager of a subsidiary of the Company, 300,000 shares to Pang Dong, general manager

of a subsidiary the Company, and 500,000 shares to Kai Xu, Deputy General Manager of a subsidiary of the Company and vice president of

blockchain division of the Company (collectively, the “Grants”).

The Grants vested immediately on the Grant Date and each

of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on July 12, 2022.

As the closing price of the

Company stock was $ 0.42 on July 12, 2022, the Company recorded an expense of $ 1.28 million in the third quarter of fiscal year 2022.

of the date of this report, the Shares have been issued to the Grantees.

The share numbers are pre-reverse stock split effected on February

On October 12, 2023, the Compensation Committee

of the Board of Directors of the Company granted 2,890,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s

2023 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

closing price of the Company stock was $ 1.20 on December 23, 2023, the Company recorded an expense of $ 3.47 million in the third quarter

of fiscal year 2023.

As of the date of this report, the Shares have been issued to the Grantees.

Securities Purchase Agreement

On December 24, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of 4,210,530 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock, at a purchase price of $ 1.90 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement agent and other offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of 4,210,530 shares of our Common Stock and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise price of $ 2.15 per share (the “Investors’ Warrants”).

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

In connection with the offering, the Company also issued placement agent a warrant to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 2.375 per share and are not exercisable until June 24, 2021.

The share numbers in the descriptions above are pre reverse split on February 1, 2023.

As of December 31, 2023, outstanding warrant has 42,108 underlying shares of our Common Stock.

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

Future FinTech (Hong Kong) Limited., completed its acquisition of 90 % of the issued and outstanding shares of Nice Talent Asset Management

Limited from Joy Rich Enterprises Limited (the “Nice Shares”) for HK$ 144,000,000 (the “Purchase Price”) which

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

60 % of the purchase price ($ 11.22 million)

was paid in 2,244,156 pre reverse split shares of common stock of the Company on August 4, 2021, at a price of $ 5 per share.

Purchase Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

On January 5, 2024, the Company entered into a

securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold

to the purchasers in a private placement, an aggregate of 2,150,536 share of its common stock, par value $ 0.001 per share at a purchase

price of $ 1.20 per share, for aggregate net proceeds to the Company of $ 2,580,644 .

On January 18, 2024, the Company issued 2,150,536 shares

of common stock pursuant to this Agreement.

DISCONTINUED OPERATIONS

On June 16, 2023, QR (HK) Limited was dissolved

and deregistered.

On December 5, 2023, FTFT PARAGUAY S.A.

was dissolved.

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., Limited was dissolved and deregistered.

Loss from discontinued operations for the three

months ended March 31, 2024 and 2023 was as follows:

COST OF SALES

OPERATING EXPENSES:

General and administrative

Research and Development expenses

Selling expenses

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Other expense

Loss from discontinued operations before income tax

Income tax provision

Loss from discontinued operation before noncontrolling interest

Gain on disposal of discontinued operations

Net loss attributable to non-controlling interests

INCOME (LOSS) FROM DISCONTINUED OPERATION

$ ( 108,328 )

The major components of assets and liabilities

related to discontinued operations are summarized below:

Cash and cash equivalents

Total assets related to discontinued operations

Total liabilities related to discontinued operations

SEGMENT REPORTING

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internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in three segments:

supply chain financing service

and trading business, asset management service and others.

The Company began to provide supply chain financing

services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide asset management services since

The Company began to provide sand and steel supply chain financing services during the first quarter of 2023.

Some of our operation might not individually meet

the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

The Company operates in three segments starting in fiscal

“supply chain financing service and trading business”, “asset management service” and “others”.

The Company began to provide coal and aluminum

ingots supply chain financing services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide

asset management services since August 2021.

The Company began to provide sand and steel supply chain financing services during the first

quarter of 2023.

Some of our operation might not individually

meet the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

information provided to the chief operating decision maker.

The chief operating decision maker evaluates the results of each segment in

assessing performance and allocating resources among the segments.

The chief operating decision maker evaluates the results of each segment

in assessing performance and allocating resources among the segments.

Since there is an overlap of services and products between different

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Segment profit represents the gross profit of each reportable segment.

Three months ended September 30, 2023

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Three months ended September 30, 2022

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Nine months ended September 30, 2023:

As of March 31, 2024:

Reportable segment revenue

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Segment gross profit

Nine months ended September 30, 2022:

As of March 31, 2023:

Reportable segment revenue

4 unchanged sentences

Three months Ended,

September 30,

Nine Months Ended

September 30,

Supply chain financing/trading

$ ( 326,287 )

$ ( 224,156 )

Asset management service

4 unchanged sentences

( 2,113,475 )

$ ( 6,268,184 )

$ ( 8,155,624 )

Segment assets:

September 30,

Supply chain financing/trading

6 unchanged sentences

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which attempt

to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between

FT Global and the Company in July 2020 which had a term of three months.

8 unchanged sentences

in damages and attorneys’ fees.

The Company timely removed the case to the United

States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the

The Company timely removed the case to the

United States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity

of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which

is pending before the Court.

On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.

FT Global argues that the Court should

deny the Company’s motion to dismiss.

However, if the Court is inclined to grant the Company’s motion to dismiss, FT

Global requested that the Court permit it to file an amended complaint.

On April 8, 2021, the parties filed a Joint Preliminary Report

and Discovery Plan.

On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling

Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served FT Global with its Initial Disclosures.

argues that the Court should deny the Company’s motion to dismiss.

However, if the Court is inclined to grant the

Company’s motion to dismiss, FT Global requested that the Court permit it to file an amended complaint.

On April 8, 2021, the

parties filed a Joint Preliminary Report and Discovery Plan.

On April 12, 2021, the Court approved the Joint Preliminary Report and

Discovery Plan and issued a Scheduling Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served

FT Global with its Initial Disclosures.

On May 6, 2021, FT Global served the Company with its Initial Disclosures.

On May 17, 2021, FT Global served the Company with its First

Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s

fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s

motion to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement

agent agreement;

ii) claim for breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the

court concluded that additional information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s

complaint on November 24, 2021.

On January 3, 2022, the Company propounded discovery requests upon FT Global, including interrogatories

and requests for production of documents.

On May 17, 2021,

FT Global served the Company with its First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting

the Company’s motion to dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its

confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s i) breach of

contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for breach

of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court concluded that additional

information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on

November 24, 2021.

On January 3, 2022 the Company propounded discovery requests upon FT Global, including interrogatories and

requests for production of documents.

On March 23, 2022, the Company propounded requests for admission upon FT Global.

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for admission.

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for

On April 1, 2022, FT Global served its response to the Company’s requests for production of documents.

2022, FT Global served its responses to the Company’s interrogatories and requests for admissions.

On May 13, 2022, FT Global

served its responses to the Company’s interrogatories and requests for admissions.

On May 13, 2022, FT Global produced documents

in response to the Company’s requests for production of documents.

On June 3, 2022, the Company produced documents in response to

FT Global’s requests for production of documents.

On August 3, 2022, the Company took the deposition of FT Global.

2022, FT Global took the deposition of the Company.

On August 3, 2022, the Court granted the parties’ Consent Motion to Extend Discovery

Period extending the discovery period from August 5, 2022 to September 14, 2022 and the deadline to file dispositive motions to October

On October 12, 2022, the Company filed a motion for summary judgment on all claims asserted by FT Global in this lawsuit.

November 2, 2022, FT Global filed its opposition to the Company’s motion for summary judgment.

On November 16, 2022, the Company

filed its reply in support of its motion for summary judgment on all claims asserted by FT Global in this lawsuit.

On August 31, 2023,

the Court entered an Order denying the Company’s motion for summary judgment.

On September 20, 2023, the parties filed a joint motion

to extend the deadline to file the consolidated pretrial order pending mediation of the case by the parties.

On September 21, 2023, the

Court granted the parties’ joint motion to extend the deadline to file the consolidated pretrial order to October 27, 2023.

produced documents in response to the Company’s requests for production of documents.

On June 3, 2022, the Company produced

documents in response to FT Global’s requests for production of documents.

On August 3, 2022, the Company took the deposition

of FT Global.

On August 4, 2022, FT Global took the deposition of the Company.

On August 3, 2022, the Court granted the

parties’ Consent Motion to Extend Discovery Period extending the discovery period from August 5, 2022 to September 14, 2022

and the deadline to file dispositive motions to October 12, 2022.

On October 12, 2022, the Company filed a motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On November 2, 2022, FT Global filed its opposition to the

Company’s motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On August 31, 2023, the Court entered an Order denying the

Company’s motion for summary judgment.

On September 20, 2023, the parties filed a joint motion to extend the deadline to file

the consolidated pretrial order pending mediation of the case by the parties.

On September 21, 2023, the Court granted the

parties’ joint motion to extend the deadline to file the consolidated pretrial order to October 27, 2023.

On October 16, 2023,

the parties mediated the case.

1 unchanged sentence

consolidated pretrial order.

On October 27, 2023, the Court granted the parties’ joint motion to extend the deadline to file the

consolidated pretrial order to November 17, 2023 and set the case for trial on January 8, 2024.

Subsequently, the Court approved an extension

of the deadline to file a pretrial order to December 1, 2023.

The Company will continue to vigorously defend the action against FT Global.

Settlement with SEC

On December 17, 2019, the Company announced that

it received a subpoena from the SEC’s Division of Enforcement requiring the Company to produce documents and other information and

the Company has cooperated with the SEC’s investigation and information request.

On July 3, 2023, the SEC announced a settlement

of the investigation with the Company.

Without admitting or denying the SEC’s findings, the Company has consented to:

and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act, Sections

13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, 13a-13 and 13a-15(a) thereunder;

civil money penalty in the amount of $ 1,650,000 to the Securities and Exchange Commission for transfer to the general fund of the United

States Treasury, subject to Exchange Act Section 21F(g)(3) and the payment shall be made in the following installments:

the first installment

of $ 150,000 shall be paid within ten (10) days of July 3, 2023 (the “Order Date”);

the second installment of $ 375,000 shall

be paid within 90 days of the Order Date;

the third installment of $ 375,000 shall be paid within 180 days of the Order Date;

installment of $ 375,000 shall be made within 270 days of the Order Date;

and the last installment of $ 375,000 shall be made within 360

days of the Order Date;

(iii) retain, within sixty (60) days of the Order Date, at Company’s own expense, a qualified independent

consultant (the “Consultant”) not unacceptable to the SEC staff, to test, assess, and review the Company’s internal

accounting controls and internal control over financial reporting (collectively, “review), and the Consultant, at the conclusion

of the review, which in no event shall be no more than 180 days after the Order Date, to submit a report of the Consultant to the Company

and the SEC staff and the report shall address the Consultant’s findings and shall include a description of the review performed,

the conclusions reached, and the Consultant’s recommendations for changes or improvements;

and (iv) adopt, implement, and maintain

all policies, procedures and practices recommended in the report of the Consultant within 120 days of receiving the report from the Consultant.

The first and second installments of $ 150,000 each have been paid by the Company on July 7, 2023 and September 25, 2023, respectively.

The Company also has engaged an independent consultant to test, assess, and review the Company’s

internal accounting controls and internal control over financial reporting on July 26, 2023.

On October 27, 2023, the Court granted the parties’ joint motion to extend the deadline to file

the consolidated pretrial order to November 17, 2023 and set the case for trial on January 8, 2024.

Subsequently, the Court approved

an extension of the deadline to file a pretrial order to December 1, 2023.

The Court has also rescheduled the trial to commence on

April 8, 2024.

The trial began on April 8, 2024 and ended on April 11, 2024, on which date the jury returned a verdict in favor of

FT Global and the Court entered a judgment awarding FT Global $ 8,875,265.31 .

On April 16, 2024, the Court issued an amended

judgment, awarding FT Global $ 10,598,379.93 , which includes $ 7,895,265.31 in damages, $ 1,723,114.62 in prejudgment interest, and

$ 980,000.00 in attorney’s fees.

The Company filed a post-trial motion challenging the judgment on May 9, 2024 and will

continue to vigorously defend the action against FT Global, including by appealing the judgment to the United States Court of

Appeals for the Eleventh Circuit if necessary.

RISKS AND UNCERTAINTIES

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.

In response to

the evolving dynamics related to the COVID-19 outbreak, the Company was 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.

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

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

3 unchanged sentences

office buildings have materially negatively impacted our business.

The outbreak has had and might continue 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

The outbreak has had and might continue 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.

There were outbreaks in various cities and provinces in China due to Omicron variant, such

as Xi’an city, Hong Kong, Shanghai, Beijing and other cities in 2022, which have resulted quarantines, travel restrictions, and

temporary closure of office buildings and facilities in these cities.

In December 2022, the Chinese government eased its strict zero

COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023, which has disrupted our business

There were outbreaks in various cities and provinces in China due to Omicron variant,

such as Xi’an city, Hong Kong, Shanghai, Beijing and other cities in 2022, which have resulted quarantines, travel restrictions,

and temporary closure of office buildings and facilities in these cities.

In December 2022, the Chinese government eased its strict

zero COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023, which has disrupted our business

operations in China.

4 unchanged sentences

new members for its online e-commerce platforms.

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

e-commerce platform NONOGIRL which later being closed.

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

Chain Cloud Mall to a sale agent based eCAAS platform and began to provide supply chain financing services.

The global economy has also been materially negatively

affected by the COVID-19 and there is continued severe uncertainty about the potential outbreak and new variants of COVID-19.

and global growth forecast is extremely uncertain, which would seriously affect our business.

Since 2021, CCM generated minimal revenue and business for the Company.

started a process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March

While the potential economic impact brought by

and the duration of COVID-19 and its new variants may be difficult to assess or predict, a widespread pandemic could result in significant

disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity.

a recession or market correction resulting from the spread of COVID-19 and its new variants could materially negatively affect our business

and the value of our common stock.

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.

In the event that we do need to raise capital in the future and there is any outbreak due to new variants,

outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.

Consequently, our results of operations have been

materially and adversely affected by COVID-19 pandemic.

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

future developments and new information that may emerge regarding the 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.

new variants of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global

financial markets, reducing our ability to access capital, which could negatively affect our liquidity.

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.

In the event that we do need to raise capital in the future and there is any outbreak due

to new variants, outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.

PRC Regulations

There are substantial uncertainties regarding

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business

and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or

foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our

business and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons

or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

persons and foreign funded enterprises.

1 unchanged sentence

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of newly enacted laws, regulations or amendments

may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

The effectiveness of newly enacted laws, regulations or

amendments may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses

may also be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have

on our business.

Customer concentration risk

For nine months ended September 30, 2023, two

customer accounted for 60.84 % and 27.88 % of the Company’s total revenues.

For nine months ended September 30, 2022, three customer

accounted for 45.93 %, 16.47 % and 13.08 % of the Company’s total revenues.

For three months ended March 31, 2024, one customer

accounted for 78.25 % of the Company’s total revenues.

For three months ended March 31, 2023, one customer accounted for 85.53 %

of the Company’s total revenues.

Vendor concentration risk

For nine months ended September 30, 2023, one

vendors accounted for 75.83 % of the Company’s total purchases.

For nine months ended September 30, 2022, three vendors accounted

for 24.34 %, 22.80 % and 19.43 % of the Company’s total purchases.

For three months ended March 31, 2024, three

vendors accounted for 20.94 %, 19.02 % and 13.59 % of the Company’s total purchases.

For three months ended March 31, 2023, four vendors

accounted for 35.48 %, 16.37 %, 12.28 % and 11.28 % of the Company’s total purchases.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through

the date of the issuance of the condensed consolidated financial statements and the following subsequent event is identified.

7, 2023, Future FinTech (Hong Kong) Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned subsidiary of

the Company, completed its acquisition of 100 % of the issued and outstanding shares of Alpha International Securities (Hong Kong) Limited, a

company incorporated in Hong Kong (“Alpha HK”) and Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in

China (“Alpha SZ”) from Alpha Financial Limited (“Seller”) for a total of HK$ 15,659,949 (approximately $ 2,007,686 ),

pursuant to a Share Transfer Agreement (the “Agreement”) dated February 27, 2023.

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.

What changed 10-Q

Item 1. Financial Statements