What changed in this filing

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Item 1. Financial Statements

2024-08-19 compared with 2024-05-20 · 973 added, 751 removed, 500 unchanged (78% of the section changed)

Financial Statements

FINTECH GROUP INC.

CONSOLIDATED BALANCE SHEETS

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

7 unchanged sentences

Amount due from related party

Assets related to discontinued operation

TOTAL CURRENT ASSETS

2 unchanged sentences

Intangible assets

Debt investment

Assets related to discontinued operation

TOTAL NON-CURRENT ASSETS

6 unchanged sentences

Amounts due to related parties

Liability related to discontinued operation

TOTAL CURRENT LIABILITIES

8 unchanged sentences

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

19,985,410 shares and 17,834,874 shares issued and outstanding as of June 30, 2024 and December 31, 2023 respectively

Additional paid-in capital

13 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

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)

Cost of revenues-third party

4 unchanged sentences

Selling expenses

Provision of doubtful debts

(Recovery) Provision of doubtful

( 1,187,403 )

( 1,170,577 )

Total operating expenses

2 unchanged sentences

( 4,243,664 )

( 2,756,670 )

Other (expenses) income

1 unchanged sentence

Interest expenses

Other expenses, net

Other expense, net

( 1,515,403 )

( 2,010,657 )

( 1,560,132 )

Total other expense, net

( 1,269,836 )

Loss before Income Tax

( 1,524,408 )

Loss from Continuing Operations before Income Tax

( 1,799,006 )

( 1,502,307 )

( 5,768,072 )

( 3,615,782 )

Income tax provision

2 unchanged sentences

( 1,538,185 )

Discontinued Operations (Note 20)

( 5,768,072 )

( 3,677,334 )

Discontinued Operations

Loss from discontinued operations

2 unchanged sentences

( 1,537,821 )

( 5,122,635 )

( 3,785,298 )

Net Loss attributable to non-controlling interests

Net loss attributable to Future Fintech Group, Inc.

Net loss from

continued operations attributable to Future Fintech Group, Inc.

$ ( 1,760,973 )

$ ( 1,472,004 )

$ ( 5,088,181 )

$ ( 3,648,468 )

Other comprehensive income (loss)

2 unchanged sentences

( 1,538,185 )

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

( 5,768,072 )

( 3,677,334 )

Foreign currency translation – continued operations

( 1,492,341 )

( 1,114,569 )

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

Comprehensive loss - continued operation

1 unchanged sentence

( 3,097,084 )

Gain from discontinued operations

Foreign currency translation - discontinued operation

Comprehensive Gain - discontinued operation

( 5,928,964 )

( 4,677,610 )

Net income (loss) from discontinued operations

Foreign currency translation

– discontinued operations

Comprehensive income (loss) - discontinued operation

Comprehensive Loss

1 unchanged sentence

( 3,093,013 )

Net loss attributable to non-controlling interests

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC.

( 5,283,527 )

( 4,755,550 )

Loss per share:

Net loss attributable to non-controlling

COMPREHENSIVE

LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC.

( 1,874,241 )

( 3,027,196 )

( 5,249,073 )

( 4,618,720 )

Earnings (Loss) per share:

Basic loss per share from continued operation

Basic loss per share from discontinued operation

Diluted loss per share:

Basic earnings per share from discontinued

Diluted Earnings (Loss) per share:

Diluted loss per share from continued operation

Diluted loss per share from discontinued operation

Diluted earnings per share from discontinued

Weighted average number of shares outstanding

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

* Reclassification- certain reclassifications have been made to

the financial statements for the period ended June 30, 2023 to conform to the presentation for the period ended June 30, 2024, with no

effect on previously reported net income (loss).

The accompanying notes are an integral part of

these condensed consolidated financial statements.

Future Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Three Months ended June 30, 2023

comprehensive

Balance at March 31, 2023

( 154,452,898 )

( 3,038,065 )

( 1,350,593 )

Net loss from continued operation

( 1,472,368 )

( 1,538,185 )

Net loss from discontinued operations

Unrealized holding losses on available-for-sale securities

Disposition of discontinued operation

Foreign currency translation adjustment

( 1,488,634 )

Balance at June 30, 2023

$ 222,751,657

$ ( 155,924,902 )

$ ( 4,593,257 )

$ ( 1,416,410 )

Three Months ended June 30, 2024

Other comprehensive

Non- controlling

Balance at December 31, 2023

6 unchanged sentences

( 1,799,006 )

Foreign currency translation adjustment

Balance at June 30, 2024

$ 236,469,490

$ ( 191,017,843 )

$ ( 4,255,168 )

$ ( 1,602,661 )

Six Months ended June 30, 2023

comprehensive

Balance at December 31, 2022

$ 222,751,657

$ ( 152,276,434 )

$ ( 3,623,005 )

$ ( 1,279,580 )

Net loss from continued operation

( 3,540,504 )

( 3,677,334 )

Net loss from discontinued operations

2 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2023

( 1,114,569 )

Balance at June 30, 2023

$ 222,751,657

$ ( 155,924,902 )

Months ended March 31, 2024

$ ( 4,593,257 )

$ ( 1,416,410 )

Six Months ended June 30, 2024

comprehensive

10 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2024

Balance at June 30, 2024

$ 236,469,490

2 unchanged sentences

$ ( 1,602,661 )

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

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 Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

$ ( 3,785,298 )

Net gain (loss) from discontinued operation

Net income (loss) from discontinued operation

Net loss from continuing operations

16 unchanged sentences

( 3,206,643 )

( 1,970,579 )

Accrued expenses

Accrued expenses and other payables

Advances from customers

Net Cash Used in Operating Activities – Continued Operations

Net cash used in operating activities from continued operations

( 11,939,272 )

( 6,959,605 )

Net Cash Provided in Operating Activities – Discontinued Operations

Net cash provided in operating activities from discontinued operations

CASH FLOWS FROM INVESTING ACTIVITIES

2 unchanged sentences

Repayment for loan receivable

Debt investment

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

2 unchanged sentences

Repayment of amounts due to related parties, net

Net cash provided by financing activities from continued operations

Net cash provided by (used in) financing activities from continued operations

Effect of change in exchange rate

NET DECREASE IN CASH AND RESTRICTED CASH

( 1,598,206 )

NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH

( 9,191,536 )

6 unchanged sentences

Cash paid for income taxes

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

FINTECH GROUP INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CORPORATE INFORMATION

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”).

Future FinTech Group Inc.

(the “Company”)

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

The Company historically engaged in the production and sale

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

beverages) in the PRC.

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

its business from fruit juice manufacturing and distribution to 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, 2024.

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 changed to ‘FTFT International

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

Ltd.’, respectively, as a part of the

On October 30, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha International Securities (HONG KONG) Limited

a company incorporated in Hong Kong for $ 1,791,174 ( HKD14,010,421 ), which is in the securities business.

The Company has changed its name

from Alpha International Securities (HONG KONG) Limited to FTFT International Securities and Futures Limited on November 1, 2023.

On October 30, 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 ( HKD1,649,528 ), which provides information services for FTFT International Securities and Futures Limited.

The Company has changed

its name from Alpha Information Services (Shenzhen) Co., Ltd to Future information service (Shenzhen) Co., Ltd on November 3, 2023.

The 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.

The Company rounded 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 were 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 have been 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 June 30, 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

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.

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 June 30, 2024 and the results of operations and cash flows for the

periods ended June 30, 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 six months ended June 30, 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.

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, 2023 as included in our

Annual Report on Form 10-K.

Discontinued Operations

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

and deregistered.

On 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

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., 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 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

cash flows as the Company implements its future business plan.

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

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.

Uses of Estimates in the Preparation of Financial

The Company’s condensed consolidated financial

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

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

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

The significant areas requiring the use

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

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

taxes and valuation allowance for deferred tax assets.

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

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

be material to our condensed consolidated financial statements.

Going Concern

The Company’s financial statements are prepared

assuming that the Company will continue as a going concern.

The Company incurred operating losses and had

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

future business plan.

The Company’s operating losses amounted $ 5.79 million, and it had negative operating cash flows amounted $ 11.94

million as of June 30, 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:

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 six months ended June 30, 2024:

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

9 unchanged sentences

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:

For the six months ended June 30, 2023:

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

$ ( 3,540,504 )

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

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

Loss to common stockholders from continuing operations

7 unchanged sentences

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.

For the three months ended June 30, 2024:

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

$ ( 1,760,973 )

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

Loss to common stockholders from continuing operations

( 1,760,973 )

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 continued operations attributable to Future Fintech Group, Inc.

( 1,760,973 )

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

For the three months ended June 30, 2023:

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

$ ( 1,472,368 )

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

Loss available to common stockholders from continuing operations

$ ( 1,472,368 )

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

$ ( 1,472,368 )

Diluted income 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.

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.

The amounts calculated are analyzed to

determine the total amount of the allowance.

We may also record a general allowance as necessary.

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

other circumstances that indicate that we should abandon such efforts.

Company has assessed its 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.

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 June 30, 2024.

Bad debt expense was $ 559,360 and $( 1,170,577 )

during the six months ended June 30, 2024 and 2023, respectively.

Accounts receivables of $ 2.12 million and $ 1.42 million have been outstanding

for over 90 days as of June 30, 2024 and December 31, 2023, 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

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.

We do not make any significant judgment in evaluating

when control is transferred.

Revenue is recorded net of value-added tax.

recognitions are as follows:

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.

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and

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 $ 0.41 million and nil during the six months ended June 30, 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.

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 from sale of coals and aluminum ingots when no control obtained throughout

the transactions.

Revenue was $ 0.10 million and $ 0.48 million during the six months ended June 30, 2024 and 2023, 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.

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that

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

Upon disposal of assets, the cost and related accumulated depreciation

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

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

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

Property, plant and

equipment are depreciated over their estimated useful lives as follows:

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

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

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

Depreciation related to property, plant and equipment

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

We estimated that the residual

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

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

Machinery and equipment

1 unchanged sentence

Motor vehicles

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.

Intangible Assets

Acquired intangible assets are recognized based

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

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

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

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

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

would use if they were pricing the intangible asset.

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

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

Foreign Currency and Other Comprehensive Income

The financial statements of the Company’s

foreign subsidiaries 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 7.13 :1 and 7.08 :1 at the balance sheet dates of June 30, 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 7.11 :1 and

6.93 :1 for six months ended June 30, 2024 and 2023, respectively.

The exchange rate we used to convert HKD to USD

was 7.81 :1 and 7.82 :1 at the balance sheet dates of June 30, 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 six

months ended June 30, 2024 and 2023, respectively.

The exchange rate we used to convert GBP to USD

was 0.79 :1 and 0.78 :1 at the balance sheet dates of June 30, 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 0.81 :1 for six

months ended June 30, 2024 and 2023, respectively.

The exchange rate we used to convert AED to USD

was 3.66 :1 and 3.66 :1 at the balance sheet dates of June 30, 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 3.66 :1 and 3.67 :1 for six

months ended June 30 2024 and 2023, respectively.

The exchange rate we used to convert PYG to USD

was 7533.98 :1 and 7298.63 :1 at the balance sheet dates of June 30, 2024 and December 31, 2023.

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 7381.02 :1 and 7240.40 :1

for six months ended June 30 2024 and 2023, respectively.

Translation adjustments are reported separately

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

We use the asset and liability method of accounting

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

the amount of:

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

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

Deferred tax assets and liabilities

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

to be recovered or settled.

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

operations in the period that includes the enactment date.

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

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

tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting

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

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

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

and transition.

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

The Company tests goodwill for impairment for

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

carrying value.

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

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

The Company’s evaluation of goodwill for

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

The Company uses the discounted cash

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

revenue and operating margin.

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 June 30, 2024 and December 31, 2023.

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 June 30, 2024

and December 31, 2023.

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.

30, 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 million.

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 June 30, 2024 and 2023.

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

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

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.

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.

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.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

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

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

credit losses for financial assets held at amortized cost.

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

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

It also eliminates the concept of

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

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

These changes will result in earlier recognition

of credit losses.

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

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

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

definition of a smaller reporting company.

Measurement of Credit Losses

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

amortized cost.

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

forward-looking information to calculate credit loss estimates.

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

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

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

These changes will result in earlier recognition of credit losses.

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

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

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

The Company 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 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.

Management adopted of ASU 2016-13 on the 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

ACCOUNTS RECEIVABLE

receivable, net consist of the following:

Accounts receivable, net consist of the following:

Supply Chain Financing/Trading

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Total accounts receivable, net

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

The 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

As of June 30, 2024, the balance of note receivables

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

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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.

The acceptance draft was issued on January 24, 2024

and has a maturity date of July 26, 2024 .

OTHER RECEIVABLES

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

As of June 30, 2024, the balance of other receivables

was $ 0.07 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.

entered into a “Electricity Sales and Purchase Agreement”

with a third-party seller.

FTFT Super Computing Inc.

provided an initial amount of Adequate Assurance to the seller in the form of a

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

February 3, 2023, Future Fintech Group Inc.

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

service of potential acquisition projects.

As of December 31, 2023, the balance of other

receivables was $ 10.05 million.

As of April 22, 2022 and January 31, 2023, FTFT

Super Computing Inc.

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

FTFT Super Computing

provided an initial amount of Adequate Assurance to the seller in the form of a 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.

Future Fintech Group Inc.

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

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.

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.

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 365 man-days.

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

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

In addition, other receivables included total $ 1.22 million deposit

paid and prepayments to third parties.

LOAN RECEIVABLES

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

As of June 30, 2024, the balance of loan receivables

was $ 14.85 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 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

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

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 .

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

As of May 13, 2024 the Company has received repayment $ 2.16 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 $ 7.02 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to December 31, 2024 , as extended by the parties, 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 $ 4.91 million

(RMB 35 million).

The amount of $ 2.10 million (RMB 15 million) will be repaid before December 31, 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 $ 4.91 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 .

As of December 31, 2023, the balance of loan

receivables was $ 14.90 million, which was from a third party.

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 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 December 31, 2024 , as extended by the parties, 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 $ 2.12 million (RMB 15 million) will be repaid before December 31, 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

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

amount of other current assets consisted of the followings:

As of June 30, 2024, the balance of short - term

investment 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.

As of December 31, 2023, the balance of short

- term investment 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

for the years ended December 31, 2023.

ADVANCES TO SUPPLIERS AND OTHER

CURRENT ASSETS

The amount of other current assets consisted

of the followings:

Prepayments for Supply Chain Financing/Trading

Prepaid expenses

As of March 31, 2024, prepaid expenses were 9.82

As of June 30, 2024, prepaid expenses were $ 10.06

On February 3, 2023, Future Fintech Group Inc.

16 unchanged sentences

Development shall take 365 man-days.

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

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

In addition, other receivables included total

$ 0.58 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

DEBT INVESTMENT

As of June 30, 2024, debt investment was $ 0.70

On May 20, 2024, Future Commercial Management

entered into a “Debt Transfer Agreement” with a third-party.

Future Commercial Management Co., Ltd.

paid $ 0.70 million

(RMB 5.00 million) to purchase $ 2.08 million (principal amount RMB 7.50 million, interest RMB 7.35 million) in debt.

The debt has pledge

of three properties, amount $ 2.08 million (RMB 8.02 million).

The debt is expected to be repaid $ 8 million within 3 years.

will perform debt impairment test end of the fiscal year.

Alpha International Securities (Hong Kong)

On November 7, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company completed the acquisition of 100 % equity interest of Alpha International Securities

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

1 unchanged sentence

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.

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

International Securities and Futures Limited on November 1, 2023 as a part of closing.

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.

On November 7, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company completed the acquisition of 100 % equity interest of Alpha Information Services (Shenzhen)

for $ 210,788 ( HKD1,649,528 ).

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:

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

Securities and Futures Limited.

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

service (Shenzhen) Co., Ltd on November 3, 2023 as a part of the closing.

The following table summarizes the allocation

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

Accounts receivable

11 unchanged sentences

$ ( 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

The Company has included the operating results

of FTFT International Securities and Futures Limited in its consolidated financial statements since November 7, 2023.

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.

The Company has included the operating results

of Future information service (Shenzhen) Co., Ltd in its consolidated financial statements since November 7, 2023.

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.

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 six months ended

June 30, 2024, the operating lease cost was $ 0.37 million.

The Company’s operating leases have remaining

lease terms of approximately 50 months.

As of Juen 30, 2024, the weighted average remaining lease term and weighted average discount

rate were 3.40 years and 4.75 %, respectively.

Maturities of lease liabilities were as follows:

As of June 30,

From July 1, 2024 to July 31, 2025

From July 1, 2025 to July 31, 2026

From July 1, 2026 to July 31, 2027

From July 1, 2027 to July 31, 2028

From July 1, 2028 to August 30, 2028

amounts representing interest

2 unchanged sentences

Long term obligations

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.

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 $ 6,881 for six months

ended June 30, 2024.

PROPERTY AND EQUIPMENT

and equipment consist of the following:

Property and equipment consist of the following:

Office equipment, fixtures and furniture

1 unchanged sentence

Construction in progress

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.

Depreciation expense included in general and

administration expenses for the six months ended June 30, 2024 and 2023 was $ 139,632 and $ 141,985 , respectively.

Depreciation expense

included in cost of sales for the six months ended June 30, 2024 and 2023 was $ 0 and $ 0 , respectively.

INTANGIBLE ASSETS

assets consist of the following:

Intangible assets consist of the following:

System and software

2 unchanged sentences

( 1,831,283 )

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

Amortization expense included in general and

administration expenses for the six months ended June 30, 2024 and 2023 was $ 28,518 and $ 28,518 , respectively.

Amortization expense included

in cost of sales for the six months ended June 30, 2024 and 2023 was $ 0 and $ 0 , respectively.

The estimated amortization is as follows:

As of June 30,

From July 1, 2024 to July 31, 2025

From July 1, 2025 to July 31, 2026

From July 1, 2026 to July 31, 2027

From July 1, 2027 to July 31, 2028

From July 1, 2028 to July 31, 2029

Type 1 and Type 2 licenses by Hong Kong Securities

12 unchanged sentences

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

(the “Court”).

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 .

In the complaint, FT Global alleges claims,

most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement

agent agreement between FT Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed

to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired

exclusive placement agent agreement.

On April 11, 2024, 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

5 unchanged sentences

RELATED PARTY TRANSACTION

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

related parties were consisted of the followings:

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

As of June 30, 2024, the amounts due to the related

parties were consisted of the followings:

(US$) Relationship Note

Chan Siu Kei 277,781 NTAM’s Director Other payables, interest free and payment on demand.

Ming Yi 18,682 Chief Financial Officer of the Company Other payables, interest free and payment on demand.

Total $ 296,463

As of June 30, 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.

Corporate Secretary

Prepaid expenses, interest free and payment on demand.

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:

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

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee

(US$) Relationship Note

Chao Li 2,105 Legal representative of Fengtongxiang Supply Chain (Chengdu) Co., Ltd.,

an indirectly wholly owned subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Hu Li 20,000 Corporate Secretary (was appointed as our CEO and director on August 5, 2024) Prepaid expenses, interest free and payment on demand.

Xiaochen Zhao 930 Legal representative of FTFT Finance UK Limited Prepaid expenses, interest free and payment on demand.

Kai Li 1,150 Legal representative of Future Trading Chengdu Prepaid expenses, interest free and payment on demand.

Kai Xu 18,241 The legal representative

of Fucheng Commercial Group and Deputy General Manager of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Total $ 42,426

During six months ended June 30, 2024, the Company

had the following transactions with related parties:

Name Amount Relationship Note

JKNDC Limited $ 3,837 A company owned by the minority shareholder of NTAM Other expenses

JKNDC Limited 395,395 A company owned by the minority shareholder of NTAM Cost of revenue- Asset management service

Nice Talent Partner Limited 230,217 A company owned by the minority shareholder of NTAM Consultancy fee

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

related parties was consisted of the followings:

Corporate legal representative

Other payables, interest free and payment on demand.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

Xiaochen Zhao

Corporate legal representative

Accrued expenses, interest free and payment on demand.

NTAM’s Director

Name Amount Relationship Note

Chao Li $ 73,893 Legal representative of Fengtongxiang Supply Chain (Chengdu) Co., Ltd.

Other payables, interest free and payment on demand.

Ming Yi 29,513 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Xiaochen Zhao 124 Legal representative of FTFT Finance UK Limited Accrued expenses, interest free and payment on demand.

Chan Siu Kei 401,516 NTAM’s Director Other payables, interest free and payment on demand.

Total $ 505,046

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

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

Name Amount Relationship Note

Kai Xu $ 12,151 The legal representative of Fucheng Commercial Group and Deputy General Manager of a subsidiary of the Company Loan receivables*, interest free and payment on demand.

Total $ 12,151

During six months ended June 30, 2023, the Company

had the following transactions with related parties:

Name Amount Relationship Note

JKNDC Limited $ ( 3,827 ) A company owned by the minority shareholder of NTAM Other income

JKNDC Limited 710,594 A company owned by the minority shareholder of NTAM Cost of revenue- Asset management service payable to JKNDC

Alpha Yield Limited 411,184 A director of the Company is a shareholder of this company Consultancy fee payable to Alpha Yield

Nice Talent Partner Limited 229,627 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.

The Company is incorporated in the United States

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

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.

taxable income for the six months ended June 30, 2024 and 2023.

For the six months ended

June 3, 2024 and 2023, the Company had current income tax expenses of nil and $ 61,552 , respectively.

The Company evaluates the level of authority

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the unrecognized benefits associated with the tax positions.

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.

For the six months ended June 30, 2024, the Company had no unrecognized

tax benefits.

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

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

The amount of unrecognized deferred tax liabilities

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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.

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.

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

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Computed expected benefits

( 1,442,018 )

Others, primarily the differences in tax rates

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SHARE BASED COMPENSATION

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.

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 as a result of reverse stock split.

Restricted net assets

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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.

The restriction amounted to $ 24.79 million (RMB 176,144,932 ) as of June 30, 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

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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.

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

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.

40 % of the 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.

On January 18, 2024, the Company issued 2,150,536

shares of common stock pursuant to this Agreement.

DISCONTINUED OPERATIONS

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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:

Loss from discontinued operations for June 30,

2024 and 2023 was as follows:

For the three months ended

For the six months ended

COST OF SALES

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Interest expense

Other expense

Other (income) expense

Loss from discontinued operations before income tax

Income tax provision

Loss from discontinued operation before noncontrolling interest

Loss from discontinued operation before noncontrolling

Gain on disposal of discontinued operations

Net loss attributable to non-controlling interests

Net loss attributable to

non-controlling interests

INCOME (LOSS) FROM DISCONTINUED OPERATION

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Cash and cash equivalents

Other receivables

Advances to suppliers and other current assets

Total current assets related to discontinued operations

Property, plant and equipment, net

Total assets related to discontinued operations

Accounts payable

Accrued expenses and other payables

Advances from customers

Total liabilities related to discontinued operations

6 unchanged sentences

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.

ingots supply chain financing and trading 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 and trading

services during the first quarter of 2023.

Some of our operation might not individually

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Segment profit represents the gross profit of each reportable segment.

As of March 31, 2024:

Three months ended June 30, 2024

Reportable segment revenue

2 unchanged sentences

Segment gross profit

As of March 31, 2023:

Three months ended June 30, 2023

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Six months ended June 30, 2024

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Six months ended June 30, 2023

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Loss before Income Tax:

Three Months Ended

Six Months Ended

Supply chain financing/trading

$ ( 584,960 )

$ ( 150,756 )

$ ( 376,380 )

Asset management service

Corporate and Unallocated

Total operating expenses and other expense

Total operating expenses and other expenses

Loss before Income Tax

1 unchanged sentence

$ ( 1,502,307 )

$ ( 5,768,072 )

$ ( 3,615,782 )

Segment assets:

2 unchanged sentences

Corporate and Unallocated

Assets related to discontinued operation

COMMITMENTS AND CONTINGENCIES

15 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 Court.

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

On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.

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.

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

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

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

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for admission.

On April 1, 2022, FT Global served its response to the Company’s requests for production of documents.

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.

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,

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.

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 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.

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.

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.

filed a post-trial motion challenging the judgment on May 9, 2024, which remains pending before the Court.

The Company 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.

FT Global has registered the judgment in the Southern District of New York, where FT Global has brought a motion

requiring the Company to turn over its stock in its subsidiary companies.

The Company has filed an opposition to the motion, arguing

that according to the New York statute the Court should first determine that the value of the stock in the subsidiary is insufficient

to satisfy the judgment as the Company believe the request for turnover is premature before a valuation hearing.

Shareholders Lawsuit

The complaint, filed by Jeff Janzen in June 2024

derivatively on behalf of Future FinTech Group Inc., alleges that certain officers and directors of Future FinTech engaged in breaches

of fiduciary duties and violations of federal securities laws.

The lawsuit, which was initiated in the United States District Court for

the District of New Jersey, has not been served on the individual defendants as of the date of this report.

The allegations include

the manipulation of the company's stock price and failures in disclosure practices, among other claims.

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.

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.

In response 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.

2 unchanged sentences

The quarantines, travel restrictions, and the temporary closure of

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

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

operations in China.

The Company’s promotion strategy of CCM Shopping Mall previously mainly relied on the training of members

and distributors through meetings and conferences.

Chinese government put a restriction on large gatherings in 2020 and 2021, which made

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

new members for its online e-commerce platforms.

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

office buildings materially negatively impacted our business.

Any new variant or outbreak of COVID-19 might have disruption to our supply

chain, logistics providers, customers or our marketing activities, which could materially adversely impact our business and results of

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.

The Company’s

promotion strategy of CCM Shopping Mall previously mainly relied on the training of members and distributors through meetings and conferences.

Chinese government put a restriction on large gatherings in 2020 and 2021, which made the promotion strategy for our online e-commerce

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

2021, CCM generated minimal revenue and business for the Company.

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 7, 2024.

While the potential economic impact brought by

22 unchanged sentences

Customer concentration risk

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.

For six months ended June 30, 2024, three customers

accounted for 43.65 %, 30.34 % and 20.00 % of the Company’s total revenues.

For six months ended June 30, 2023, one customer accounted

for 79.63 % of the Company’s total revenues.

Vendor concentration risk

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

For six months ended June 30, 2024, two vendors

accounted for 34.50 % and 31.58 % of the Company’s total purchases.

For six months ended June 30, 2023, four vendors accounted for

27.78 %, 12.31 %, 11.63 % and 11.48 % of the Company’s total purchases.

SUBSEQUENT EVENTS

2 unchanged sentences

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