What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-04-15 compared with 2024-04-16 · 230 added, 217 removed, 378 unchanged (54% of the section changed)

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The Company also expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining farm in

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.

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.

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.

Due to worsened investment market sentiment

in Hong Kong, the Company sold its ownership in Nice Talent Asset Management Limited (“NTAM”) to a third party for HK$2.4

million (approximately $300,000) in November 2024 and is no longer in asset management business in Hong Kong.

On December 6, 2024, the

Company agreed to sell all issued and outstanding shares of FTFT SuperComputing Inc.

a wholly owned subsidiary of the Company (“FTFT

SuperComputing”) to DDMM Capital LLC (the “Buyer”) for a purchase price that equals to:

(i) the assumption of the

obligations of FTFT SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to

satisfy, in part, the right of payment held by FT Global Capital, Inc.

arising from the judgment entered in favor of FT Global and against

the Company registered in the Southern District of New York and all matters pertaining to such litigation.

The closing of the transactions

contemplated by the Agreement took place on December 9, 2024.

On December 18, 2024, the Company sold all of its interest and ownership

of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech

Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through

the court ordered auction by the United States Marshal for the Southern District of New York.

Currently, the main business of the Company

is supply-chain financing services and trading in China.

On August 6, 2021, the Company completed acquisition

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Asset Management.

In March 2022, FTFT UK Limited received has received

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

Authority (FCA), a UK regulator.

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

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

retain talent in view of the increased turnover in the industry in Hong Kong, top performers of NTAM who had worked with the company for

years were granted the right to subscribe for new shares of NTAM with cash.

As a result, in July 2023, 19 shares of NTAM were issued to

Lau Kwai Chun at a cash consideration of HK$1,786,301 and in December 2023, 11 shares of NTAM were issued to Aspenwood Capital Partner

Limited at a cash consideration of HK$1,034,174.

Due to the abovementioned 30 new shares issuance, the Company’s holding of NTAM

decreased from 90% to 77.14%.

In August 2024, NTAM issued additional 168 shares with HK$17,900 each for a total of HK$3,007,200 by way

of rights subscription offer to three existing shareholders of NTAM and Future Fintech (Hong Kong) Limited did not participate in the

subscription and an outsider investor purchased the shares.

After the right subscription, the shareholding percentage of NTAM by Future

Fintech (Hong Kong) Limited decreased from 77.14% to 42.86%.

In November 2024, the Company sold its remaining 42.86% ownership of

NTAM to a third party for HK$2.4 million and is no longer in asset management business in Hong Kong.

On April 18, 2022, the

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

on July 28, 2022.

On September 29, 2022, FTFT UK Limited completed

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

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

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

Khyber Money Exchange Ltd.

is a money transfer company with a platform

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

Exchange Ltd.

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

closing of the transaction.

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

to FTFT Finance UK Limited.

on July 28, 2022 and it was dissolved

in December 2023 as the Company was not able to develop the business in Paraguay as planned.

On February 27, 2023,

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Ltd.’, respectively.

On September 4, 2024, the Company deregistered

and dissolved the Tianjin Future Private Equity Fund Management Partnership, a Limited Partnership under the laws of China.

On December 6, 2024, the Company and FTFT SuperComputing

a wholly owned subsidiary of the Company (“FTFT SuperComputing”) entered into a Stock Purchase Agreement (the “Agreement”)

with DDMM Capital LLC (the “Buyer”).

Pursuant to the terms of the Agreement, the Company sold all of the issued and

outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to:

(i) the assumption of the obligations of FTFT

SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part,

the right of payment held by FT Global Capital, Inc.

arising from the judgment entered in favor of FT Global and against the Company registered

in the Southern District of New York and all matters pertaining to such litigation.

The closing of the transactions contemplated by the

Agreement took place on December 9, 2024.

On December 18, 2024, the Company sold all of

its interest and ownership of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall

Limited, Future Fintech Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global

for $25,000 through the court ordered auction by the United States Marshal for the Southern District of New York.

On January 26, 2023,

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(the “2023 Reverse Stock Split”).

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

The Company rounds up to the next full

share of the Company’s shares of common stock any fractional shares that result from the Reverse Stock Split and no fractional shares

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

that would otherwise have resulted from the Reverse Stock Split.

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

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

The amendment to the Articles of Incorporation of the Company

will take effect at 1:00am Eastern Time 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.

On March 27, 2025, 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-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000

shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock

(“2025 Reverse Stock Split”, collectively with 2023 Reverse Stock Split as “Reverse Splits”).

The common stock

will continue to be $0.001 par value.

The Company rounded up the fractional shares that result from the 2025 Reverse Stock Split and no

fractional shares will be issued in connection with the 2025 Reverse Stock Split and no cash or other consideration will be paid in connection

with any fractional shares that would otherwise have resulted from the 2025 Reverse Stock Split.

No changes are being made to the number

of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued.

The amendment to the Articles

of Incorporation of the Company took effect at 1:00pm E.T.

on April 1, 2025.

The Company operated

a blockchain based online shopping platform, Chain Cloud Mall (“CCM”) Chain Cloud Mall through its VIE and its business was

materially and negatively affected by outbreak of COVID-19 since early 2020 because the Company was unable to implement its promotion

strategy to enroll new members through training of such members and distributors via meetings and conferences which was not possible

during the outbreak of COVID-19.

CCM has generated minimal revenue and business since 2021, despite the Company transformed the

member-based business model of CCM to a sale agent based “Enterprise Communication as A Service” or eCAAS platform during

the second quarter of 2021.

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.

materially and negatively affected during outbreak of COVID-19 because the Company was unable to implement its promotion strategy to enroll

new members through training of such members and distributors via meetings and conferences which was not possible during the outbreak

CCM has generated minimal revenue and business since 2021, despite the Company transformed the member-based business

model of CCM to a sale agent based “Enterprise Communication as A Service” or eCAAS platform during the second quarter of

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.

There are legal and operational risks associated

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or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office.

On November 14, 2021,

CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the “Cyber Data Security Measure

(Draft)”, which requires cyberspace operators with personal information of more than 1 million users who want to list abroad to

file a cybersecurity review with the Office of Cybersecurity Review.

On July 7, 2022, CAC promulgated the Measures for the Security Assessment

of Data Cross-border Transfer, effective on September 1, 2022, which requires the data processors to apply for data cross-border security

assessment coordinated by the CAC under the following circumstances:

(i) any data processor transfers important data to overseas;

any critical information infrastructure operator or data processor who processes personal information of over 1 million people provides

personal information to overseas;

(iii) any data processor who provides personal information to overseas and has already provided personal

information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1st of

the previous year;

and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed

On February 17, 2023, the CSRC released New Overseas Listing Rules with five interpretive guidelines, which took effect on

March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with CSRC and report related information

under certain circumstances, such as:

a) an issuer making an application for initial public offering and listing in an overseas market;

b) an issuer making an overseas securities offering after having been listed on an overseas market;

c) a domestic company seeking an overseas

direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means.

to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic Enterprises, published by the CSRC on February

17, 2023, a company that (i) has already completed overseas listing or (ii) has already obtained the approval for the offering or listing

from overseas securities regulators or exchanges but has not completed such offering or listing before effective date of the new rules

and also completes the offering or listing before September 30, 2023 are considered as an existing listed company and is not required

to make any filing until it conducts a new offering in the future.

Furthermore, upon the occurrence of any of the material events specified

below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report

thereof to the CSRC within 3 business days after the occurrence and public disclosure of the event:

On July 7, 2022, CAC

promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September 1, 2022, which requires the

data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances:

processor transfers important data to overseas;

(ii) any critical information infrastructure operator or data processor who processes

personal information of over 1 million people provides personal information to overseas;

(iii) any data processor who provides personal

information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information of

more than 10,000 people to overseas since January 1st of the previous year;

and (iv) other circumstances under which the data cross-border

transfer security assessment is required as prescribed by the CAC.

On February 17, 2023, the CSRC released New Overseas Listing Rules

with five interpretive guidelines, which took effect on March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises

to complete filings with CSRC and report related information under certain circumstances, such as:

a) an issuer making an application

for initial public offering and listing in an overseas market;

b) an issuer making an overseas securities offering after having been listed

on an overseas market;

c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s),

share swap, transfer of shares or other means.

According to the Notice on Arrangements for Overseas Securities Offering and Listing by

Domestic Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii) has

already obtained the approval for the offering or listing from overseas securities regulators or exchanges but has not completed such

offering or listing before effective date of the new rules and also completes the offering or listing before September 30, 2023 are considered

as an existing listed company and is not required to make any filing until it conducts a new offering in the future.

Furthermore, upon

the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an

overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days after the occurrence and public disclosure

of the event:

(i) change of control;

(ii) investigations

or sanctions imposed by overseas securities regulatory agencies or other competent authorities;

(iii) change of listing status or transfer

of listing segment;

(ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent

(iii) change of listing status or transfer of listing segment;

or (iv) voluntary or mandatory delisting.

The New Overseas Listing Rules stipulate the legal consequences to

the companies for breaches, including failure to fulfill filing obligations or filing documents having false statement or misleading information

or material omissions, which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant

responsible persons may also be barred from entering the securities market.

On February 24, 2023, the CSRC, the Ministry of Finance,

the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening

the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the

Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023.

PRC domestic enterprises seeking to offer

securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and

archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their

overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs

to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals.

further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public

interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory

agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations;

and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic

enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC,

the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations.

date of this report, these new laws and guidelines that became effective have not impacted the Company’s ability to conduct its

business, accept foreign investment or list on a U.S.

or other foreign stock exchange except for the filing requirement under New Overseas

Listing Rules.

The Company is still processing the filings with CSRC for its offerings since the effective of New Overseas Listing Rules

and has not complied the filing requirements yet which would subject the Company to fines and other penalties for violation of New Overseas

Listing Rules.

In addition, new rules and regulations could be adopted and there are uncertainties in the interpretation and enforcement

of existing laws and guidelines, which could materially and adversely impact our business and financial outlook and may impact our ability

to accept foreign investments or continue to list on a U.S.

The New Overseas

Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfill filing obligations or filing

documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB1 million

to RMB10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities

On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the

National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the

Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took

effect on March 31, 2023.

PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly,

shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent

authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving

state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory

agencies and other entities and individuals.

It further stipulates that (i) providing or publicly disclosing documents and materials which

may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies,

securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures

in accordance with relevant laws and regulations;

and (ii) any working papers formed in the territory of the PRC by securities companies

and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and

listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance

with relevant laws and regulations.

As of the date of this report, these new laws and guidelines that became effective have not impacted

the Company’s ability to conduct its business, accept foreign investment or list on a U.S.

or other foreign stock exchange except

for the filing requirement under New Overseas Listing Rules.

The Company is still processing the filings with CSRC for its offerings since

the effective of New Overseas Listing Rules and has not complied the filing requirements yet which would subject the Company to fines

and other penalties for violation of New Overseas Listing Rules.

In addition, new rules and regulations could be adopted and there are

uncertainties in the interpretation and enforcement of existing laws and guidelines, which could materially and adversely impact our business

and financial outlook and may impact our ability to accept foreign investments or continue to list on a U.S.

or other foreign stock exchange.

Any change in foreign investment regulations,

and other policies in China or related enforcement actions by China government could result in a material change in our operations and

the value of our securities and could significantly limit or completely hinder our ability to offer our securities to investors or cause

the value of our securities to significantly decline or be worthless.

change in foreign investment regulations, and other policies in China or related enforcement actions by China government could result

in a material change in our operations and the value of our securities and could significantly limit or completely hinder our ability

to offer our securities to investors or cause the value of our securities to significantly decline or be worthless.

In the opinion of our PRC counsel Fengdong Law

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or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

The Company currently has nine directly controlled

The Company currently has one directly controlled

subsidiaries:

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

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

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

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

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

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

a company incorporated under the laws of Ohio.

Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong.

SkyPeople Foods Holdings Limited (“SkyPeople

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to manage the clients’ assets.

In order to retain talent in view of the increased turnover in the industry in Hong Kong, top performers

of NTAM who had worked with the company for years were granted the right to subscribe for new shares of NTAM with cash.

As a result, in

July 2023, 19 shares of NTAM were issued to Ms.

Lau Kwai Chun at a cash consideration of HK$1,786,301 and in December 2023, 11 shares

of NTAM were issued to Aspenwood Capital Partner Limited at a cash consideration of HK$1,034,174.

Due to the abovementioned 30 new shares

issuance, the Company’s holding of NTAM decreased from 90% to 77.14%.

In August 2024, NTAM issued additional 168 shares with HK$17,900

each for a total of HK$3,007,200 by way of rights subscription offer to three existing shareholders of NTAM and Future Fintech (Hong Kong)

Limited did not participate in the subscription and an outsider investor purchased the shares.

After the right subscription, the shareholding

percentage of NTAM by Future Fintech (Hong Kong) Limited decreased from 77.14% to 42.86%.

In November 2024, the Company closed the

sale of its remaining 42.86% ownership of NTAM to a third party for HK$2.4 million and is no longer in asset management business in Hong

NTAM mainly engages in following asset management services for its

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purpose, cooperates with several private banks which provide asset custody services, and innovatively introduces the function of investment

bank to provide exclusive private solutions for our clients.

bank to provide exclusive private solutions for clients.

NTAM’s main revenue is generated from providing

professional advices to clients and management fees for managing the investment of the clients.

As of December 31, 2023, NTAM has

approximately US$346 million assets under its management.

Money Transfer Business

FTFT Finance UK Limited (“FTFT Finance”)

formerly known as Khyber Money Exchange Ltd.

was acquired by FTFT UK in September 2022.

It is regulated by UK Financial Conduct

Authority (“FCA”) for its cross-border money transfer systems and service.

FTFT Finance was incorporated in 2009 and is a

pioneer in the UK for money remittance services.

FTFT Finance provides money transfer services through its platform to transfer money

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

FTFT Finance is headquartered

in the UK and it has a trade name of FTFT Pay.

FTFT Finance’s plan is to develop products and services across different regions

of the world.

FTFT Finance is a financial platform that enables

its customers to send their hard-earned money to their country of origin, or any other country of their liking, with ease and at a reasonable

cost, transparent exchange rate and without any hidden charges.

We believe our customers and their diverse backgrounds that has helped

FTFT Finance to become a credible and trustworthy money remittance business.

Remittance service is a highly saturated market

in the United Kingdom and there are many companies that offer remittance services.

FTFT Finance has an edge over companies like wise in

many different ways, for example, FTFT Finance offers competitive rates for its services and does not charge customer fees for remittance

to Pakistan as it receives its rebate from local banks.

This approach provides gives us an advantage over our competitors.

According to the Office for National Statistics,

the UK economy grew by 0.1% for the year of 2023, and GDP per capita fell by 0.6% for the year of 2023, and the slow-down of UK economy

directly cause the decline in the amount and frequency of remittance business which also negatively impacted our business.

Also, the exchange

rate fluctuation in 2023 is relatively large, which significantly reduced our income.

Impact of COVID-19 on our Business

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Discontinued Operations

On June 27, 2022, Chain Cloud Mall Logistics Center

(Shaanxi) Co., Limited was dissolved and deregistered.

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

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was dissolved.

On March 7, 2024, E-Commerce Tianjin was dissolved

and deregistered.

On March 7, 2024, Chain Cloud Mall Network and

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.

On November 27, 2024, Nice Talent Asset Management

Limited (“NTAM”) was disposed of for a consideration of US$ 0.31 million (HK$2.40 million).

On December 9, 2024, FTFT SuperComputing Inc.

was disposed of for a consideration of US$1.97 million, of which (i) the assumption of the obligations of FTFT SuperComputing totaling

$973,072.24 and (ii) $1,000,000 was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT

Global Capital, Inc.

arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District

On December 18, 2024, the Company sold all of its interest and ownership

of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech

Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through

the court ordered auction by the United States Marshal for the Southern District of New York.

Currently, the main business of the Company

is supply-chain financing services and trading in China

Segment Information Reclassification

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December 31, 2024 and 2023

The following table presents our consolidated revenues for our main

products and services for the fiscal years 2023 and 2022, respectively, (in thousands):

The following table presents our consolidated

revenues for our main products and services for the fiscal years 2024 and 2023, respectively, (in thousands):

Supply Chain Financing/Trading

Asset management service

Revenue increased from $23.88 million in 2022

to $34.86 million in 2023, increase of $10.98million or 46%.

The increase in overall revenue was mainly due to increase in revenues generated

from sand and steel supply chain financing and trading business as Chinese government eased strict control measures for COVID-19 at the

end of 2022 and business and transportation have resumed to normal in early 2023 while there were many lockdowns in 2022.

Asset management service decreased by $0.75 million

from $13.63 million for the year ended December 31, 2022 to $12.88 million in the same period of 2023, which mainly due to that clients

are cautious on investing stock and other investments during market conditions in the 2023, which has reduced our revenue in asset

management fees.

Other revenues increased from $0.14 million for the year ended December

31, 2022 to $1.21 million for the same period of 2023, mainly due to the increased cryptocurrency mining service fee to approximately

$0.21 million in 2023 from $0.05 million in 2022 and the debt recovery consulting service fee of approximately $0.63 million as well as

US dollar bond service income from new acquisitions business during the year ended December 31, 2023 which we did not have such income

Revenue decreased from $21.7 million in 2023 to

$2.16 million in 2024, decrease of $19.54 million or 158.5%.

The decrease in overall revenue was mainly due to the sale of the subsidiary

NTAM which generated $12.88 million revenue from asset management business in 2023 as well as decrease in revenues generated from supply

chain financing and trading business.

As the real estate, infrastructure and overall economy in China have slowed down in 2024, the demand

for sand and steel has dropped during 2024 comparing to the same period of 2023, and coal price has decreased in China and the market

demand has also decreased during 2024 as comparing to the same period of 2023.

Other revenues increased from $0.87 million for

the year ended December 31, 2023 to $1.18 million for the same period of 2024, mainly due to the increased debt recovery consulting service

fee as well as U.S.

dollar bond service income, as we did not have such income in 2023.

(in thousands)

Supply Chain Financing/Trading

Asset management service

Overall gross profit deceased from approximately

$5.4 million in 2022 to approximately $4.9 million in 2023, mainly due to decrease of gross profit from asset management service business

as the slow-down in capital market and tough competition in Hong Kong in 2023, which was partially offset by increase of other gross profit,

mainly due to new consulting and US dollar bond services as well as increased gross profit for crypto mining service business in 2023

Overall gross profit increased from approximately

$1.12 million in 2023 to approximately $1.27 million in 2024, mainly due to new consulting and US dollar bond services business in 2024

comparing to 2023.

Overall gross margin as a percentage of revenue was 14.02% for the year ended 2023, a decrease of 8.57% compared to

22.59% for the same period of last fiscal year, mainly due to more revenues from the supply chain financing and trading service business

which had a lower gross margin comparing to asset management service.

Operating Expenses

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General and administrative expenses decreased

by $2.71 million, or 19.18%, from $14.17 million to $11.45 million for the year ended 2023, compared to the same period of last fiscal

The decrease in general and administrative expenses was mainly due to decreased professional service fees for acquisition projects

and certain training and consulting fees for the acquired and newly established companies during the year ended December 31, 2023.

Stock compensation expense increased by $2.18

million during the year ended 2023, compared to the same period of last fiscal year as the Compensation Committee of the Board of Directors

(the “Board”) of the Company granted more shares of common stock of the Company to certain officers and employees in 2023

which had more value than the shares we granted to the officers, employees and director of the Company in 2022.

Selling expenses decreased by $0.2 million to

$0.6 million in 2023 as compared to $0.8 million in 2022, the decrease in selling expenses was mainly due to decrease in selling expenses

by $1 million, or 13.89%, from $7.2 million to $6.2 million for the year ended 2024, compared to the same period of last fiscal year.

The decrease in general and administrative expenses was mainly due to decreased professional service fees and rental fee during the year

ended December 31, 2024.

Selling expenses increased by $0.35 million to

$0.63 million in 2024 as compared to $0.28 million in 2023, the increase in selling expenses was mainly due to increase in selling expenses

from our supply chain business.

The Company recorded $14.16 millions of impairment

loss in the year ended December 31, 2023 relating to short term investment and goodwill impairment for NTAM, UK finance and Alpha HK &Alpha

Bad debt provision increased by $27.35 million

during the year 2024, compared to the same period of last fiscal year.

The increase was due to bad debt provision in 2024 because a different

bad debt provision accounting treatment method used in 2024.

Loss from Operations

Loss from operations increased by $7.61

million to $24.42 million for 2023 from $16.81 million for 2022, mainly due to increase in impairment loss and decrease of gross

Loss from operations increased by $1.41 million

to $34.23 million for 2024 from $32.82 million for 2023, mainly due to decrease in cost of revenue.

Noncontrolling Interests

Shaanxi Chunlv Ecological Agriculture Co.,

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

dissolved and deregistered on June 27, 2022.

Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay Limited (“DCON

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

Aspenwood Capital Partner Limited holds 9.52%, Lau kwai Chun holds 9.05%, Cheung Hiu Tung holds 1.9% and Choi Tsz Leung holds 2.38%

of equity interest of NATM.

Yaohua Dai holds 20% equity interest of Future Fintech Digital Capital.

Worldwide Resources Ltd.

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

Each of Bin Wu and Lixiong Huang holds

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

Loss per Share

Basic and diluted loss per share from continuing operations were $2.31

and $2.31 in fiscal 2023, as compared to $0.93 and $0.93 in fiscal 2022, respectively.

Basic and diluted loss per share attributable to

discontinued operations was $0.03 and $0.03 for fiscal year 2023 as compared to basic and diluted income per share $0.02 and $0.02 for

fiscal year 2022 respectively.

Basic and diluted loss per share from continuing

operations were $1.63 and $1.63 in fiscal 2024, as compared to $2.21 and $2.2 in fiscal 2023, respectively.

Basic and diluted loss per

share attributable to discontinued operations was $0.06 and $0.06 for fiscal year 2024 as compared to basic and diluted income per share

$0.07 and $0.07 for fiscal year 2023 respectively.

Liquidity and Capital Resources

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The decrease in cash, cash equivalents

was mainly due the loss in operations and the impairment of goodwill for the year ended December 31, 2023 comparing to the same period

was mainly due the loss in provision of doubtful debt for the year ended December 31, 2024 comparing to the same period of 2023.

Our working capital has historically been generated

1 unchanged sentence

Our working capital was $8.27 million as of

December 31, 2023, a decrease of $9.93 million from $46.69 million as of December 31, 2022, mainly due to a decrease in current assets.

In 2023, net cash used in our operating activities was $17.22 million

compared to net cash used in operating activities of $2.38 million in 2022.

The increase in net cash used by operating activities was

primarily due to an increase in impairment of goodwill during the year ended December 31, 2023.

December 31, 2024, a decrease of $28.49 million from $36.76 million as of December 31, 2023, mainly due to decrease in current assets.

In 2024, net cash used in our operating activities

was $21.23 million compared to net cash used in operating activities of $14.56 million in 2023.

The increase in net cash used by operating

activities was primarily due to an increase in provision of doubtful debt during the year ended December 31, 2024.

In 2024, net cash provided in our investing activities

was $8.04 million compared to net cash used in operating activities of $14.19 million in 2022 mainly due to acquisition of a subsidiary

and repayment for loan receivable.

In 2023, cash used by financing activities was negative $1.82 million

as compared to cash used in financing activities positive $0.25 million in 2022.

The increase in cash used by financing activities was

mainly due to financing from the issuance of convertible note.

was $16.29 million compared to net cash used in operating activities of $8.78 million in 2023 mainly due to decrease in repayment for

loan receivable.

In 2024, cash used by financing activities was

$2.5 million as compared to cash used in financing activities negative $2.4 million in 2023.

The increase in cash used by financing activities

was mainly due to proceeds from the issuance of common stock from a private placement, net of issuance costs.

Off-Balance Sheet Arrangements

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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-K

Item 7. Management’s Discussion and Analysis