What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-19 compared with 2024-08-19 · 373 added, 329 removed, 1144 unchanged (38% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS

2 unchanged sentences

Accounts receivable, net

Notes receivable

Advances to suppliers and other current assets

28 unchanged sentences

60,000,000 shares authorized;

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

20,747,527 shares and 17,834,874 shares issued and outstanding as of September 30, 2024 and December 31, 2023 respectively

Additional paid-in capital

18 unchanged sentences

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenues-third party

4 unchanged sentences

Selling expenses

(Recovery) Provision of doubtful

( 1,187,403 )

Impairment loss

Provision (Recovery) of doubtful debts

( 1,152,798 )

4 unchanged sentences

( 9,553,606 )

( 5,284,065 )

Other (expenses) income

4 unchanged sentences

( 1,615,846 )

( 1,560,132 )

Total other expense, net

( 1,146,007 )

( 1,524,408 )

Loss from Continuing Operations before Income Tax

11 unchanged sentences

Loss from discontinued operations

Gain on disposal of discontinued operations

(Loss) Gain on disposal of discontinued operations

( 4,932,385 )

3 unchanged sentences

Net Loss attributable to non-controlling interests

Net loss from

continued operations attributable to Future Fintech Group, Inc.

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

$ ( 4,878,719 )

9 unchanged sentences

Foreign currency translation – continued operations

( 1,492,341 )

( 1,114,569 )

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

Unrealized holding losses on available-for-sale securities

Comprehensive loss - continued operation

3 unchanged sentences

( 7,048,274 )

Net income (loss) from discontinued operations

Foreign currency translation

– discontinued operations

Comprehensive income (loss) - discontinued operation

Net (loss) income from discontinued operations

Foreign currency translation – discontinued operations

Comprehensive (loss) income - discontinued operation

Comprehensive Loss

3 unchanged sentences

( 7,175,033 )

Net loss attributable to non-controlling

COMPREHENSIVE

LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC.

Net loss attributable to non-controlling interests

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC.

( 4,137,383 )

4 unchanged sentences

Basic loss per share from continued operation

Basic earnings per share from discontinued

Basic earnings per share from discontinued operation

Diluted Earnings (Loss) per share:

Diluted loss per share from continued operation

Diluted earnings per share from discontinued

Diluted earnings per share from discontinued operation

Weighted average number of shares outstanding

* Reclassification- certain reclassifications have been made to

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

effect on previously reported net income (loss).

* Reclassification-

certain reclassifications have been made to the financial statements for the period ended September 30, 2023 to conform to the presentation

for the period ended September 30, 2024, with no effect on previously reported net income (loss).

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Three Months ended June 30, 2023

Three Months ended September 30, 2023

comprehensive

Balance at March 31, 2023

Balance at June 30, 2023

$ 222,751,657

1 unchanged sentence

$ ( 4,593,257 )

$ ( 1,416,410 )

Net loss from continued operation

1 unchanged sentence

( 2,391,351 )

Net loss from discontinued operations

Unrealized holding losses on available-for-sale securities

Disposition of discontinued operation

Net loss from discontinued operation

Unrealized loss on available-for-sale securities

Foreign currency translation adjustment

( 1,488,634 )

Balance at June 30, 2023

Balance at September 30, 2023

$ 222,751,657

2 unchanged sentences

$ ( 1,457,803 )

Three Months ended June 30, 2024

Three Months ended September 30, 2024

Other comprehensive

Non- controlling

Balance at December 31, 2023

Balance at June 30, 2024

$ 236,469,490

5 unchanged sentences

( 4,931,541 )

Issuance of common stocks-conversion of debt

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

$ 236,693,728

2 unchanged sentences

$ ( 1,656,327 )

Six Months ended June 30, 2023

Nine Months ended September 30, 2023

comprehensive

7 unchanged sentences

( 6,068,685 )

Net loss from discontinued operations

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

Disposition of discontinued operation

Net loss from discontinued operation

Foreign currency translation adjustment

( 1,114,569 )

Balance at June 30, 2023

Disposition of discontinued operation

Balance at September 30, 2023

$ 222,751,657

2 unchanged sentences

$ ( 1,457,803 )

Six Months ended June 30, 2024

Nine Months ended September 30, 2024

comprehensive

8 unchanged sentences

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

$ 236,693,728

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

7 unchanged sentences

Provision of doubtful debts

Investment loss

Impairment of short term investment

Interest expenses related to convertible note

1 unchanged sentence

Accounts receivable

Notes receivable

Other receivable

2 unchanged sentences

( 18,767,416 )

( 15,265,881 )

Operating lease assets and liabilities

1 unchanged sentence

( 1,542,891 )

( 3,250,767 )

Accrued expenses and other payables

( 1,346,208 )

Advances from customers

( 1,170,496 )

Net cash used in operating activities from continued operations

7 unchanged sentences

Debt investment

( 1,826,640 )

Payment for short term investment

Net cash provided by investing activities from continued operations

( 1,177,997 )

CASH FLOWS FROM FINANCING ACTIVITIES

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

Notes payable

( 2,893,184 )

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

( 1,607,798 )

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

Effect of change in exchange rate

( 2,914,830 )

Effect of change in exchange rate

NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH

1 unchanged sentence

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

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

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

22 unchanged sentences

farm in the U.S.

The Company had a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue

The Company had 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.

46 unchanged sentences

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.

our September 30, 2024 and December 31, 2023 statements of changes in stockholders’ equity, and in per share data for all periods

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

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.

adjustments, necessary to present fairly the financial position as of September 30, 2024 and the results of operations and cash flows

for the periods ended September 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 nine months ended September 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

20 unchanged sentences

Technology (Tianjin) Co., Limited was dissolved and deregistered.

On September 4, 2024, Tianjin Future Private Equity

Fund Management Partnership (Ltd Partnership) was dissolved and deregistered.

Based on the disposal plan and in accordance with

22 unchanged sentences

The Company’s operating losses amounted $ 10.70 million, and it had negative operating cash flows amounted

million as of June 30, 2024.

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

$ 13.52 million as of September 30, 2024.

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

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

44 unchanged sentences

following table.

For the six months ended June 30, 2024:

For the nine months ended September 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

For the six months ended June 30, 2023:

For the nine months ended September 30, 2023:

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

10 unchanged sentences

Diluted loss 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, 2024:

For the three months ended September 30, 2024:

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

$ ( 4,877,875 )

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

$ ( 4,877,875 )

Income available to common stockholders from discontinued operations

Loss available to common stockholders from discontinued operations

Dilutive EPS:

2 unchanged sentences

$ ( 4,877,875 )

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:

Diluted loss 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 September 30, 2023:

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

$ ( 2,349,958 )

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

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

Loss available to common stockholders from continuing operations

$ ( 2,349,958 )

Income available to common stockholders from discontinuing operations

Loss available to common stockholders from discontinuing operations

Dilutive EPS:

2 unchanged sentences

$ ( 2,349,958 )

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

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

Cash and Cash Equivalents

8 unchanged sentences

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.

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

19 unchanged sentences

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.

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

to meet financial obligations.

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

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

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

The amounts calculated are analyzed to determine

the total amount of the allowance.

We may also record a general allowance as necessary.

3 unchanged sentences

The Company has assessed its accounts receivable

including credit term and corresponding all its accounts receivables as of June 30, 2024.

including credit term and corresponding all its accounts receivables as of September 30, 2024.

Bad debt expense was $ 3,942,179 and $( 1,152,798 )

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.

during the nine months ended September 30, 2024 and 2023, respectively.

Accounts receivables of $ 1.51 million and $ 1.42 million have been

outstanding for over 90 days as of September 30, 2024 and December 31, 2023, respectively.

Revenue Recognition

5 unchanged sentences

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

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

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

Control is generally

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

or services are transferred to its customers.

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

2 unchanged sentences

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and

Sales of coals, aluminum ingots, sand and steel

The Company recognize revenue when the receipt

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

was $ 0.41 million and nil during the six months ended June 30, 2024 and 2023, respectively.

was $ 0.81 million and $20.27 during the nine months ended September 30, 2024 and 2023, respectively.

Sales agent services for coals, aluminum ingots,

8 unchanged sentences

the transactions.

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

Revenue was $ 0.13 million and $ 0.20 million during the nine months ended September 30, 2024 and 2023, respectively.

Asset Management Service

26 unchanged sentences

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.

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

8 unchanged sentences

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.

was 7.01 :1 and 7.08 :1 at the balance sheet dates of September 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 7.01 :1 for nine months ended September 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.

was 7.77 :1 and 7.82 :1 at the balance sheet dates of September 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 7.81 :1 and 7.83 :1 for

nine months ended September 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.

was 0.75 :1 and 0.78 :1 at the balance sheet dates of September 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 0.78 :1 and 0.80 :1 for

nine months ended September 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.

was 3.67 :1 and 3.66 :1 at the balance sheet dates of September 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 3.66 :1 for

nine months ended September 30 2024 and 2023, respectively.

The exchange rate we used to convert PYG to USD

was 7789.90 :1 and 7298.63 :1 at the balance sheet dates of September 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 7464.58 :1 and 7250.40 :1

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

for nine months ended September 30 2024 and 2023, respectively.

Translation adjustments are reported separately

5 unchanged sentences

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

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.

13 unchanged sentences

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

cost of capital based on current market conditions as of September 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

Based upon the assessment, the Company has concluded that goodwill was nil as of September 30,

2024 and December 31, 2023.

4 unchanged sentences

Fair valued or carried at amortized costs.

As of September

30, 2024 and December 31, 2023, the short-term investments amounted to nil and $ 0.96 million, respectively.

2 unchanged sentences

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.

shares included in its investment portfolios, the Company unrealized holding gains on available-for-sale securities of nil and $ 0.18 million

on September 30, 2024 and 2023.

We adopted ASU No.

6 unchanged sentences

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.

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

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

and in economic environments where the leased asset is located.

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

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

Our leases often include options to extend

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

Lease terms also include periods

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

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

1 unchanged sentence

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.

Compensation cost related to

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

The Company recognizes the compensation cost over

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

The amount of

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

When no future services are required to be performed

3 unchanged sentences

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

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.

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

19 unchanged sentences

Accounts receivable, net consist of the following:

September 30,

Supply Chain Financing/Trading

3 unchanged sentences

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

September 30,

Total accounts receivable, net

NOTE RECEIVABLES

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

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

The Company accepted $0.65 million (RMB 4.60 million)

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

The acceptance draft was issued on January 24, 2024

and has a maturity date of July 26, 2024 .

OTHER RECEIVABLES

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

was $ 0.07 million.

As of September 30, 2024, the balance of other

receivables was $ 0.10 million.

As of December 31, 2023, the balance of other

4 unchanged sentences

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.

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.

20 unchanged sentences

LOAN RECEIVABLES

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

was $ 14.85 million, which were from third parties.

As of September 30, 2024, the balance of loan

receivables was $ 15.11 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

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 February 9, 2025 .

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.

3 unchanged sentences

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.

of 8 % from July 15, 2022 to December 31, 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 $ 4.91 million (RMB 35 million).

The amount of

$ 2.14 million (RMB 15 million) will be repaid before December 31, 2024.

On December 8, 2023, Future Private Equity Fund

7 unchanged sentences

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 .

As of December 31, 2023, the balance of loan

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

On August 29, 2024, FUCE Future Supply Chain (Xi’an)

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

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

Co., Ltd loaned an amount of $ 0.14 million (RMB 1.00 million) to the third party at the annual interest rate of 12 % from August 29, 2024

to November 30, 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.

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 February 9, 2025.

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.

3 unchanged sentences

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.

of 8 % from July 15, 2022 to January 14, 2025 , 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 January 14, 2025.

On December 8, 2023, Future Private Equity Fund

8 unchanged sentences

SHORT - TERM INVESTMENT

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 September 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

7 unchanged sentences

for the years ended December 31, 2023.

ADVANCES TO SUPPLIERS AND OTHER

CURRENT ASSETS

The amount of other current assets consisted

of the followings:

ADVANCES TO SUPPLIERS AND OTHER CURRENT

The amount of other current assets consisted of

the followings:

September 30,

Prepayments for Supply Chain Financing/Trading

Prepaid expenses

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

As of September 30, 2024, prepaid expenses were $ 11.55 million.

On February 3, 2023, Future Fintech Group Inc.

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Development shall take 365 man-days.

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.

As of September 30, 2024, Future Fintech (Hong Kong) Limited paid

the remaining balance $ 4.58 million.

In addition, other receivables included total $ 0.10 million prepayments

to a third party.

DEBT INVESTMENT

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

As of September 30, 2024, debt investment was

$ 1.83 million.

On May 20, 2024, Future Commercial Management

5 unchanged sentences

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.

The debt is expected to be repaid $ 1.14 million (RMB 8.00 million) within

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

On July 4, 2024, Future Commercial Management

Co., Ltd., an indirectly wholly owned subsidiary of the Company, entered into a “Entrustment Agreement” with Xi’an Qifeng

Future Supply Chain Co., Ltd.

(“Xi’an Qifeng”) to entrust Xi’an Qifeng for acquisition of certain debt assets.

On September 26, 2024, Xi’an Qifeng through its authorized agent entered into a “Debt Transfer Agreement” with China

Zhongxin Financial Assets Management Co., Ltd.

Gansu Branch, pursuant to which Future Commercial Management Co., Ltd.

paid $ 1.12 million

(RMB 7.50 million) to purchase 60 % rights and ownership in debt assets which is amount of RMB 94.05 million (the total debt assets are of

principal amount RMB 87.90 million, interest RMB 68.84 million).

The debt has been pledged with one property amount $ 5.62 million (RMB 39.36

The debt has an annual interest rate of 12 % and payment requirement of principal $ 0.07 million (RMB 0.5 million) per month until

it’s fully repaid.

The Company will perform debt impairment test at end of this fiscal year.

Alpha International Securities (Hong Kong)

42 unchanged sentences

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.

For the nine months ended

September 30, 2024, the operating lease cost was $ 0.56 million.

The Company’s operating leases have remaining

lease terms of approximately 35 months.

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

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

rate were 2.93 years and 4.80 %, 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

As of September 30,

From October 1, 2024 to September 30, 2025

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

From October 1, 2027 to September 30, 2028

amounts representing interest

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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.

Short term leases cost was $ 22,334 for nine months

ended September 30, 2024.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

September 30,

Office equipment, fixtures and furniture

1 unchanged sentence

Construction in progress

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.

Depreciation expense included in general and administration

expenses for the nine months ended September 30, 2024 and 2023 was $ 253,607 and $ 209,037 , respectively.

Depreciation expense included

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

INTANGIBLE ASSETS

Intangible assets consist of the following:

September 30,

System and software

2 unchanged sentences

( 1,831,283 )

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.

Amortization expense included in general and administration

expenses for the nine months ended September 30, 2024 and 2023 was $ 42,776 and $ 42,776 , respectively.

Amortization expense included in

cost of sales for the nine months ended September 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

As of September 30,

From October 1, 2024 to September 30, 2025

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

From October 1, 2027 to September 30, 2028

From October 1, 2028 to September 30, 2029

Type 1 and Type 2 licenses by Hong Kong Securities

3 unchanged sentences

of the followings:

September 30,

Supply Chain Financing/Trading payment

2 unchanged sentences

consisted of the followings:

September 30,

Legal fee and other professionals

18 unchanged sentences

of the followings:

September 30,

Interest expenses

RELATED PARTY TRANSACTION

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

parties were consisted of the followings:

As of September 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 11,123 Chief Financial Officer of the Company Other payables, interest free and payment on demand.

Total $ 11,123

As of June 30, 2024, the amounts due from the

related parties were consisted of the followings:

As of September 30, 2024, the amounts due from

the related parties were consisted of the followings:

(US$) Relationship Note

Chao Li 1,713 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.

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 58,395 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.

Chan Siu Kei 702,471 NTAM’s Director Other payables, interest free and payment on demand.

Total $ 782,579

During six months ended June 30, 2024, the Company

had the following transactions with related parties:

During nine months ended September 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 $ ( 5,791 ) A company owned by the minority shareholder of NTAM Other income

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

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Total $ 505,046

As of December 31, 2023, the amount due from

the related parties was consisted of the followings:

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

related parties was consisted of the followings:

Name Amount Relationship Note

1 unchanged sentence

Total $ 12,151

During six months ended June 30, 2023, the Company

had the following transactions with related parties:

During nine months ended September 30, 2023, the

Company had the following transactions with related parties:

Name Amount Relationship Note

1 unchanged sentence

JKNDC Limited 960,312 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

Alpha Yield Limited 411,456 A director of NTAM is a shareholder of this company Consultancy fee payable to Alpha Yield

Nice Talent Partner Limited 344,668 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.

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

The Company is incorporated in the United States

3 unchanged sentences

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

taxable income for the 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

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

taxable income for the nine months ended September 30, 2024 and 2023.

For the nine months

ended September 3, 2024 and 2023, the Company had current income tax expenses of nil and $ 72,287 , respectively.

The Company evaluates the level of authority for

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

the unrecognized benefits associated with the tax positions.

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

For the nine months ended September 30, 2024, the Company had no unrecognized

tax benefits.

12 unchanged sentences

to their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has not recorded any deferred taxes

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

Accordingly, the Company has not recorded any deferred taxes in

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

Effective on January 1, 2008, the PRC Enterprise

27 unchanged sentences

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

September 30,

Loss before taxation

4 unchanged sentences

( 2,674,903 )

( 1,499,100 )

Others, primarily the differences in tax rates

6 unchanged sentences

PRC laws and regulations permit payments of dividends

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

with PRC accounting standards and regulations.

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

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

50 % of their respective registered capital.

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

distribution.

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

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

The restriction amounted to $ 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.

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

PRC accounting standards and regulations.

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

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

their respective registered capital.

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

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

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

The restriction

amounted to $ 25.12 million (RMB 176,034,880 ) as of September 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

2 unchanged sentences

2023 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

closing price of the Company stock was $ 1.20 on December 23, 2023, the Company recorded an expense of $ 3.47 million in the third quarter

of fiscal year 2023.

As the closing

price of the Company stock was $ 1.20 on December 23, 2023, the Company recorded an expense of $ 3.47 million in the third quarter of fiscal

As of the date of this report, the Shares have been issued to the Grantees.

24 unchanged sentences

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

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.

Common stocks issued in connection with the convertible notes

On December 27, 2023, the Company entered into

a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant

to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $ 1,100,000 .

On July 3, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 136,649 , amount $ 50,000 , at a price of

$ 0.3659 per share.

On July 18, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 217,139 , amount $ 75,000 , at a price of

$ 0.3454 per share.

On August 26, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 408,329 , amount $ 100,000 , at a price

of $ 0.2449 per share.

DISCONTINUED OPERATIONS

5 unchanged sentences

Technology (Tianjin) Co., Limited was dissolved and deregistered.

Loss from discontinued operations for June 30,

On September 4, 2024, Tianjin Future Private Equity

Fund Management Partnership (Ltd Partnership) was dissolved and deregistered.

Loss from discontinued operations for September

30, 2024 and 2023 was as follows:

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

COST OF SALES

6 unchanged sentences

Interest expense

Other (income) expense

Other expense (income)

Loss from discontinued operations before income tax

Income tax provision

Loss from discontinued operation before noncontrolling

Gain on disposal of discontinued operations

Net loss attributable to

non-controlling interests

INCOME (LOSS) FROM DISCONTINUED OPERATION

Loss from discontinued operation before noncontrolling interest

(Loss) Gain on disposal of discontinued operations

Net loss attributable to non-controlling interests

(LOSS) INCOME FROM DISCONTINUED

$ ( 166,306 )

1 unchanged sentence

related to discontinued operations are summarized below:

September 30,

Cash and cash equivalents

19 unchanged sentences

services during the first quarter of 2023.

Some of our operation might not individually

meet the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

Some of our operation might not individually meet

the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

information provided to the chief operating decision maker.

The chief operating decision maker evaluates the results of each segment

in assessing performance and allocating resources among the segments.

The chief operating decision maker evaluates the results of each segment in

assessing performance and allocating resources among the segments.

Since there is an overlap of services and products between different

3 unchanged sentences

Segment profit represents the gross profit of each reportable segment.

Three months ended June 30, 2024

Three months ended September 30, 2024

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Three months ended June 30, 2023

Three months ended September 30, 2023

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Six months ended June 30, 2024

Nine months ended September 30, 2024

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Six months ended June 30, 2023

Nine months ended September 30, 2023

Reportable segment revenue

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Supply chain financing/trading

$ ( 584,960 )

$ ( 150,756 )

$ ( 376,380 )

Asset management service

7 unchanged sentences

Segment assets:

September 30,

Supply chain financing/trading

8 unchanged sentences

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.

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

25 unchanged sentences

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

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;

44 unchanged sentences

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.

FT Global has registered the judgment in the Southern District of New York (“NY Court”), where FT Global

has brought a motion requiring the Company (the “Defendant”) to turn over its stock in its subsidiary companies.

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.

On August 28, 2024, NY Court granted FT Global’s motion for turnover of Defendant’s shares

in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy the $ 10.8 million judgment rendered in the Northern District

of Georgia and registered in the Southern District of New York, and 2) is in possession of money and property in which it has an interest.

The NY Court ordered Defendant shall turn over the shares, membership, or limited partnership interests in all of its subsidiaries, and

the corporate seals of its China and Hong Kong-based subsidiaries, to the U.S.

Marshal for auction or sale until the judgment is satisfied.

The Company will continue to vigorously defend the action against FT Global, including by appealing the order of the NY Court to the United

States Court of Appeals for the Second Circuit

RISKS AND UNCERTAINTIES

31 unchanged sentences

Further, as we do not have access

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

the event that we require additional capital.

In the event that we do need to raise capital in the future and there is any outbreak due

to new variants, outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.

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

event that we require additional capital.

In the event that we do need to raise capital in the future and there is any outbreak due to

new variants, outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.

PRC Regulations

There are substantial uncertainties regarding

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our

business and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons

or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business

and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or

foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

persons and foreign funded enterprises.

1 unchanged sentence

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of newly enacted laws, regulations or

amendments may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses

may also be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have

on our business.

The effectiveness of newly enacted laws, regulations or amendments

may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

Customer concentration risk

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.

For nine months ended September 30, 2024, three

customers accounted for 43.94 %, 20.04 and 12.60 % of the Company’s total revenues.

For nine months ended September 30, 2023, two

customers accounted for 60.90 % and 27.91 %of the Company’s total revenues.

Vendor concentration risk

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.

For nine months ended September 30, 2024, two

vendors accounted for 31.12 % and 20.37 % of the Company’s total purchases.

For nine months ended September 30, 2023, one vendor accounted

for 67.23 % 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