What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-20 compared with 2024-11-19 · 464 added, 794 removed, 723 unchanged (64% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS

6 unchanged sentences

Amount due from related party

Assets related to discontinued operation

TOTAL CURRENT ASSETS

3 unchanged sentences

Debt investment

Assets related to discontinued operation

Assets related to discontinued operation-non current

TOTAL NON-CURRENT ASSETS

17 unchanged sentences

6,000,000 shares authorized;

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

3,009,289 shares and 2,447,084 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively*

Additional paid-in capital

10 unchanged sentences

( 1,866,066 )

( 1,568,207 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* All shares and per share data have been retroactively restated to 1-for-10 reverse stock split effected on April 1, 2025.

The accompanying notes are an integral part of

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenues - third party

Cost of revenues-related party

Operating Expenses

General and administrative expenses

Research and development expenses

Stock compensation expense

Selling expenses

Impairment loss

Provision (Recovery) of doubtful debts

( 1,152,798 )

Provision of doubtful debts

Total operating expenses

2 unchanged sentences

( 1,901,306 )

( 9,553,606 )

( 5,284,065 )

Other (expenses) income

1 unchanged sentence

Interest expenses

Other expense, net

( 1,839,878 )

Other income (expenses), net

( 1,707,317 )

1 unchanged sentence

( 1,440,184 )

Loss from Continuing Operations before Income Tax

( 4,931,541 )

( 2,380,616 )

Loss before Income Tax

( 30,945,404 )

4 unchanged sentences

$ ( 3,341,490 )

( 10,699,613 )

( 6,068,685 )

Discontinued Operations

Discontinued Operations (Note 17)

Loss from discontinued operations

(Loss) Gain on disposal of discontinued operations

( 4,932,385 )

( 2,449,693 )

( 10,055,020 )

( 6,234,991 )

Net Loss attributable to non-controlling interests

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

Gain on disposal of discontinued operations

( 2,707,282 )

( 3,323,629 )

Net Loss attributable to non-controlling interests of discontinued operations

Net Loss attributable to non-controlling interests of continued operations

Net loss attributable to Future Fintech Group, Inc.

$ ( 4,573,348 )

4 unchanged sentences

$ ( 3,341,490 )

( 10,699,613 )

( 6,068,685 )

Foreign currency translation – continued operations

Unrealized holding losses on available-for-sale securities

Comprehensive loss - continued operation

1 unchanged sentence

( 3,301,192 )

( 10,119,169 )

( 7,048,274 )

Net (loss) income from discontinued operations

Foreign currency translation – discontinued operations

Comprehensive (loss) income - discontinued operation

Income (loss) from discontinued operations

Foreign currency translation - discontinued operation

Comprehensive Gain - discontinued operation

Comprehensive Loss

1 unchanged sentence

( 3,371,253 )

( 9,474,576 )

( 7,175,033 )

Net loss attributable to non-controlling interests of continued operations

Net loss attributable to non-controlling interests

2 unchanged sentences

( 3,374,832 )

( 9,386,456 )

( 6,996,810 )

Earnings (Loss) per share:

Loss per share:

Basic loss per share from continued operation

Basic earnings per share from discontinued operation

Diluted Earnings (Loss) per share:

Basic loss per share from discontinued operation

Diluted loss per share:

Diluted loss per share from continued operation

Diluted earnings per share from discontinued operation

Diluted loss per share from discontinued operation

Weighted average number of shares outstanding

* 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).

Reclassification- certain reclassifications have been made to the financial statements for the period ended March 31, 2024 to conform to the presentation for the period ended March 31, 2025, 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 September 30, 2023

comprehensive

Balance at June 30, 2023

$ 222,751,657

$ ( 155,924,902 )

$ ( 4,593,257 )

$ ( 1,416,410 )

Net loss from continued operation

( 2,349,958 )

( 2,391,351 )

Net loss from discontinued operation

Unrealized loss on available-for-sale securities

Foreign currency translation adjustment

Balance at September 30, 2023

$ 222,751,657

$ ( 158,333,202 )

$ ( 4,563,047 )

$ ( 1,457,803 )

Three Months ended September 30, 2024

Other comprehensive

Non- controlling

Balance at June 30, 2024

$ 236,469,490

$ ( 191,017,843 )

$ ( 4,255,168 )

$ ( 1,602,661 )

Net loss from continued operation

( 4,877,875 )

( 4,931,541 )

Issuance of common stocks-conversion of debt

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at September 30, 2024

$ 236,693,728

$ ( 195,896,562 )

$ ( 3,513,832 )

$ ( 1,656,327 )

Nine Months ended September 30, 2023

Three Months ended March 31, 2024

comprehensive

4 unchanged sentences

$ ( 1,568,207 )

Issuance of common stocks-non cash

Net loss from continued operation

1 unchanged sentence

( 3,341,490 )

Net loss from discontinued operation

Foreign currency translation adjustment

Net loss from discontinued operations

Disposition of discontinued operation

Balance at September 30, 2023

Foreign currency translation adjustment

Balance at March 31, 2024

$ 236,487,477

2 unchanged sentences

$ ( 1,564,628 )

Nine Months ended September 30, 2024

Three Months ended March 31, 2025

comprehensive

4 unchanged sentences

$ ( 1,866,066 )

Issuance of common stocks-conversion of debt

Net loss from continued operation

1 unchanged sentence

( 30,945,404 )

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

Share-based payments-omnibus equity plan

Effect to rounding fractional shares into whole shares upon reverse stock split

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at September 30, 2024

$ 236,693,728

Balance at March 31, 2025

$ 238,721,272

1 unchanged sentence

$ ( 4,441,655 )

* All shares and per share data have been retroactively restated to 1-for-10 reverse stock split effected on April 1, 2025.

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

$ ( 3,323,629 )

Net income (loss) from discontinued operation

Net gain from discontinued operation

Net loss from continuing operations

3 unchanged sentences

Provision of doubtful debts

Impairment of short term investment

Share-based payments

Investment loss

Interest expenses related to convertible note

1 unchanged sentence

Accounts receivable

Notes receivable

Other receivable

5 unchanged sentences

( 1,056,428 )

( 3,250,767 )

Accrued expenses and other payables

( 1,346,208 )

Accrued expenses

Advances from customers

( 1,170,496 )

Net cash used in operating activities from continued operations

Net Cash Used in Operating Activities – Continued Operations

( 28,837,757 )

( 7,388,397 )

Net cash provided in operating activities from discontinued operations

Net Cash Provided in Operating Activities – Discontinued Operations

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment

Disposal of property and equipment

Repayment for loan receivable

Debt investment

( 1,826,640 )

Disposal of property and equipment

Payment for short term investment

Disposal of a subsidiary, net of cash

Net Cash Provided by Investing Activities from Continued Operations

( 1,177,997 )

Net Cash Used in Investing Activities from Discontinued Operations

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

( 2,914,830 )

Net cash provided by financing activities from continued operations

Effect of change in exchange rate

NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH

NET DECREASE IN CASH AND RESTRICTED CASH

( 1,273,116 )

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

( 2,751,045 )

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

9 unchanged sentences

Future FinTech Group Inc.

(the “Company”)

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

The Company historically engaged in the production and sale

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

beverages) in the PRC.

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

its business from fruit juice manufacturing and distribution to financial technology related service businesses.

The main business of

the Company includes supply chain financing services and trading in China, asset management business in Hong Kong and cross-border money

transfer service in UK.

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

farm in the U.S.

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

and business since 2021 due to the negative impact caused by COVID-19.

The Company started the process to close it down in November 2023

and completed deregistration and dissolution of the VIE with local authority on March 7, 2024.

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

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

(the “Company”) is a holding

company incorporated under the laws of the State of Florida.

The Company historically engaged in the production and sale of fruit juice

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

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

from fruit juice manufacturing and distribution to financial technology related service businesses.

The main business of the Company includes

supply chain financing services and trading in China.

The Company also expanded into brokerage and investment banking business in Hong

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

since 2021 due to the negative impact caused by COVID-19.

The Company started the process to close it down in November 2023 and completed

deregistration and dissolution of the VIE with local authority on March 7, 2024.

On March 27, 2025, Future FinTech Group Inc.

(the “Company”)

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

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

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

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

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

Alpha SZ provides technical support services

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

in August 2023 and the acquisition was closed on November 7, 2023.

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

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

Ltd.’, respectively, as a part of the

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

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

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

The Company has changed its name

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

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

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha Information Services (Shenzhen) Co., Ltd for

$ 210,788 ( HKD1,649,528 ), which provides information services for FTFT International Securities and Futures Limited.

The Company has changed

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

The Company’s business and operations are

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

On January 26, 2023, the Company filed with the

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

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

As a result of the Amendment, the Company has authorized

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

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

Stock Split”).

The common stock continues to be $ 0.001 par value.

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

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

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

have resulted from the Reverse Stock Split.

No changes have been made to the number of preferred shares of the Company which remain as

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

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

February 1, 2023.

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

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

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

(the “Reverse Stock Split”).

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

The Company rounded up the fractional

shares that result from the Reverse Stock Split and no fractional shares were issued in connection with the Reverse Stock Split and no

cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse

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 reverse stock split would be reflected in

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

our March 31, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented.

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 September 30, 2024 and the results of operations and cash flows

for the periods ended September 30, 2024 and 2023.

adjustments, necessary to present fairly the financial position as of March 31, 2025 and the results of operations and cash flows for

the periods ended March 31, 2025 and 2024.

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

The results for the three months ended March 31, 2025 are not necessarily indicative

of the results to be expected for any subsequent periods or for the entire year ending December 31, 2025.

1 unchanged sentence

31, 2024 has been derived from the audited financial statements at that date.

Our contractual arrangements with the VIE and

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

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

permitted by PRC law.

As a result of our direct ownership in our wholly

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

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

We have consolidated the financial results of the VIE in

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

Certain information and footnote disclosures normally

5 unchanged sentences

Discontinued Operations

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

and deregistered.

On December 5, 2023, FTFT PARAGUAY S.A.

was dissolved.

On March 7, 2024, Chain Cloud Mall Network and

2 unchanged sentences

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

The loss on disposal was $ 22.46 .

On October 18, 2024, Nice Talent Asset Management

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

The loss on disposal was $ 2.32 million.

On December 6, 2024, FTFT Super Computing Inc.

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

The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future

Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA),

FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech

Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$ 25,000 after a court auction

The gain of disposal was $ 28.24 million.

Based on the disposal plan and in accordance with

22 unchanged sentences

The Company’s operating losses amounted $ 30.95 million, and it had negative operating cash flows amounted

$ 13.52 million as of September 30, 2024.

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

$ 28.84 million as of March 31, 2025.

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

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

2 unchanged sentences

accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going

Research and development

Research and development expenses include salaries,

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

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

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

Impairment of Long-Lived Assets

15 unchanged sentences

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

Quoted prices in active markets for identical assets or liabilities.

Level 1 - Quoted prices in active markets for identical assets or liabilities.

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

quoted prices in markets that are not active;

or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

or other input that is observable or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

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

14 unchanged sentences

following table.

For the nine months ended September 30, 2024:

As of March 31, 2025:

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 nine months ended September 30, 2023:

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

$ ( 5,890,462 )

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

Loss to common stockholders from continuing operations

( 5,890,462 )

Loss available to common stockholders from discontinued operations

$ ( 166,306 )

Dilutive EPS:

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

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

( 5,890,462 )

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, 2024:

As of March 31, 2024:

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

$ ( 3,972,645 )

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

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

Loss to common stockholders from continuing operations

6 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 September 30, 2023:

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

$ ( 2,349,958 )

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

Loss available to common stockholders from continuing operations

$ ( 2,349,958 )

Loss available to common stockholders from discontinuing operations

Dilutive EPS:

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

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

$ ( 2,349,958 )

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

Cash and Cash Equivalents

3 unchanged sentences

Deposits in banks in the PRC are only insured

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

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

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

by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD 500,000 , in the United States of America are

only insured by the Federal Deposit Insurance Corporation up to USD 250,000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank

36 unchanged sentences

The Company has assessed its accounts receivable

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

including credit term and corresponding all its accounts receivables as of March 31, 2025.

Bad debt expense was $ 28,369,484 and $ 719,000

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

during the three months ended March 31, 2025 and 2024, respectively.

Accounts receivables of $ 1.32 million and $ 1.15 million have been

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

outstanding for over 90 days as of March 31, 2025 and December 31, 2024, respectively.

Revenue Recognition

18 unchanged sentences

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

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

was $ 0.48 million and $ 0.40 during the three months ended March 31, 2025 and 2024, respectively.

Sales agent services for coals, aluminum ingots,

8 unchanged sentences

the transactions.

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

Asset Management Service

The Company recognizes service revenue when a

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

Revenue was nil and $ 0.04 million during the three months ended March 31, 2025 and 2024, respectively.

Property, Plant and Equipment

29 unchanged sentences

The financial statements of the Company’s

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

however, the reporting currency of the

Company is the USD.

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

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

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

however, the reporting currency of the Company

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

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

The exchange rate we used to convert RMB to USD

was 7.01 :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.

was 7.18 :1 and 7.19 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024, 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 7.18 :1 and

7.10 :1 for three months ended March 31, 2025 and 2024, respectively.

The exchange rate we used to convert HKD to USD

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.

was 7.78 :1 and 7.76 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024.

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 7.78 :1 and 7.82 :1 for three

months ended March 31, 2025 and 2024, respectively.

The exchange rate we used to convert GBP to USD

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.

was 0.77 :1 and 0.79 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024.

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 0.79 :1 for three

months ended March 31, 2025 and 2024, respectively.

The exchange rate we used to convert AED to USD

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 nine months ended September 30 2024 and 2023, respectively.

was 3.66 :1 and 3.65 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024.

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 3.65 :1 and 3.67 :1 for three

months ended March 31 2025 and 2024, respectively.

Translation adjustments are reported separately

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

Government subsidies

Government subsidies primarily consist of financial

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

policies promoted by the local governments.

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

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

relevant government authorities.

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

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

The amendments in this update require disclosures

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

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

entity’s financial statements.

We use the asset and liability method of accounting

17 unchanged sentences

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

The Company tests goodwill for impairment for

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

carrying value.

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

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

The Company’s evaluation of goodwill for

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

The Company uses the discounted cash

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

revenue and operating margin.

In addition, the discounted cash flow model requires the Company to select an appropriate weighted average

cost of capital based on current market conditions as of 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 September 30,

2024 and December 31, 2023.

Short-term investments

3 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.

On March 5, 2024, the Company

sold the short – term investments at the amount of $ 0.95 million, investment loss $ 0.01 million.

Due to fluctuations of the quoted

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

on September 30, 2024 and 2023.

31, 2025 and December 31, 2024, the short-term investments amounted to $ 1,393 and $ 1,391 , respectively.

Long-term investments

Long-term investments consist primarily of investments

in debt investment with original maturities between three years and more.

Fair valued or carried at amortized costs.

As of March 31, 2025

and December 31, 2024, the long-term investments amounted to $ 1.53 million and $ 1.30 , respectively.

Due to the Company has received repayment

$ 0.24 million (RMB 1,700,000 ) debt investment, the Company did not recognize an impairment.

We adopted ASU No.

32 unchanged sentences

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

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

Measurement of Credit Losses

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

amortized cost.

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

forward-looking information to calculate credit loss estimates.

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

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

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

These changes will result in earlier recognition of credit losses.

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

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

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

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

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

In November 2023, the FASB issued ASU No.

“Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” This ASU expands required public entities’

segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision

maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment

items and interim disclosures of a reportable segment’s profit or loss and assets.

ASU 2023 07 is applied retrospectively to all

periods presented in financial statements, unless it is impracticable.

This ASU is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted

this guidance effective July 1, 2024 and the adoption of this ASU is not expected to have a material impact on its financial statements.

In December 2023, the FASB issued ASU No.

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

This ASU requires additional quantitative and qualitative

income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax

planning and operational opportunities affect its tax rate and prospects for future cash flows.

The ASU is effective for annual reporting

periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company plans to adopt this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU

on its financial statements.

Management does not believe that any other recently

2 unchanged sentences

Accounts receivable, net, consist of the following:

September 30,

Supply Chain Financing/Trading

Asset management service

Total accounts receivable, net

1 unchanged sentence

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

September 30,

Total accounts receivable, net

OTHER RECEIVABLES

As of September 30, 2024, the balance of other

receivables was $ 0.10 million.

As of March 31, 2025, the balance of other receivables

was $ 0.87 million deposit paid and prepayments to third parties.

As of December 31, 2024, the balance of other

receivables was $ 10.05 million.

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

Super Computing Inc.

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

FTFT Super Computing

provided an initial amount of Adequate Assurance to the seller in the form of a cash deposit in the amount of $ 1.86 million and has

receivables from pre purchase electricity $ 0.07 million.

On February 3, 2023, Future Fintech Group Inc.

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

Future Fintech Group Inc.

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

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

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

Future Fintech (Hong Kong)

Limited shall pay $ 4.00 million.

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

amount of $ 2.00 million.

Development shall take 250 man-days.

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

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

Future Fintech

(Hong Kong) Limited shall pay $ 5.08 million.

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

in the amount of $ 2.50 million.

Development shall take 365 man-days.

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

In addition, other receivables included total $ 1.22 million deposit

paid and prepayments to third parties.

receivables was $ 1.49 million deposit paid and prepayments to third parties.

LOAN RECEIVABLES

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 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.

As of March 31, 2025, the balance of loan receivables

was $ 6.97 million, which were from third parties.

On July 14, 2022, Future Private Equity Fund Management

2 unchanged sentences

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.00 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to December 31, 2024 , guarantee by Junde Chen.

of 8 % from July 15, 2022 to July 14, 2025 , guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

1 unchanged sentence

As of April 17, 2023, the Company has received repayment $ 4.87 million (RMB 35 million).

The amount of

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

31, 2025, the balance of loan receivables was $ 2.09 million.

The amount of $ 2.09 million (RMB 15 million) will be repaid within 12 months.

On December 8, 2023, Future Private Equity Fund

3 unchanged sentences

interest rate of 5 % from December 8, 2022 to December 8, 2025 .

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

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

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

loaned an amount of $ 5.00 million to the third party at the annual interest rate of 5 % from December 8, 2022 to December 8, 2024 .

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 March 31, 2025, the balance of loan receivables was $ 4.88 million.

As of December 31, 2024, 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 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.

was $ 7.09 million, which was from a third parties.

On July 14, 2022, Future Private Equity Fund Management

2 unchanged sentences

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.00 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to January 14, 2025 , guarantee by Junde Chen.

of 8 % from July 15, 2022 to July 14, 2025 , guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

1 unchanged sentence

As of April 17, 2023, the Company has received repayment $ 4.87 million (RMB 35 million).

The amount of

$ 2.12 million (RMB 15 million) will be repaid before January 14, 2025.

As of December

31, 2024, the balance of loan receivables was $ 2.09 million.

The amount of $ 2.09 million (RMB 15 million) will be repaid within 12 months.

On December 8, 2023, Future Private Equity Fund

3 unchanged sentences

interest rate of 5 % from December 8, 2022 to December 8, 2025 .

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

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

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

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

SHORT - TERM INVESTMENT

As of September 30, 2024, the balance of short

- term investment was nil .

On March 5, 2024, the Company sold the short – team investments amount of $ 0.95 million,

with an investment loss $ 0.01 million.

As of December 31, 2023, the balance of short

- term investment was $ 0.96 million.

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

invested $ 1.87

million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types of investment portfolios.

According to the market value, the Company’s balance of the short - term investments was $ 0.98 on December 31, 2023.

Due to fluctuations

of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 12,633

for the years ended December 31, 2023.

As of December 31, 2024, the balance of loan receivables was $ 4.85 million.

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

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

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

Co., Ltd loaned an amount of $ 0.14 million (RMB 1 million) to the third party at the annual interest rate of 12 % from August 29, 2024 to

November 30, 2025.

As of December 31, 2024, the balance of loan receivables was $ 0.14 million.

The loan was repaid on January 24, 2025.

ADVANCES TO SUPPLIERS AND OTHER CURRENT

The amount of other current assets consisted of

the followings:

September 30,

The amount of advances to suppliers and other

current assets consisted of the followings:

Prepayments for Supply Chain Financing/Trading

Prepaid expenses

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

On February 3, 2023, Future Fintech Group Inc.

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

Future Fintech Group Inc.

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

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

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

Future Fintech (Hong Kong)

Limited shall pay $ 4.00 million.

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

amount of $ 2.00 million.

Development shall take 250 man-days.

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

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

Future Fintech

(Hong Kong) Limited shall pay $ 7.08 million.

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

in the amount of $ 2.50 million.

Development shall take 365 man-days.

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 September 30, 2024, debt investment was

$ 1.83 million.

On May 20, 2024, Future Commercial Management

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

Future Commercial Management Co., Ltd.

paid $ 0.71 million

(RMB 5.00 million) to purchase $ 2.12 million (principal amount RMB 7.50 million, interest RMB 7.35 million) in debt.

The debt has pledge

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

The debt is expected to be repaid $ 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)

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

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

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

Alpha International Securities (Hong Kong) Limited

is in the securities business in Hong Kong.

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

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

Alpha Information Services (Shenzhen) Co.,

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

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

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

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

Securities and Futures Limited.

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

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

The following table summarizes the allocation

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

Accounts receivable

Other current assets

Property, plant and equipment, net

Intangible assets

Right of use assets

Lease liability-current

Accounts payable

( 4,123,903 )

Accrued expenses and other payables

Net identifiable assets acquired

$ ( 2,849,685 )

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

$ ( 2,677,472 )

The Company has included the operating results

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

US$ 294,437 in net

sales and US$ 88,408 in net income of FTFT International Securities and Futures Limited were included in the consolidated financial statements

for the years ended December 31, 2023.

The Company has included the operating results

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

US$ 1,390 in net sales

and US$ 50,80 in net loss of Future information service (Shenzhen) Co., Ltd were included in the consolidated financial statements for

the years ended December 31, 2023.

The Company’s non-cancellable operating

1 unchanged sentence

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

For the nine months ended

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

For the three months ended

March 31, 2025, the operating lease cost was $ 0.06 million.

The Company’s operating leases have remaining

lease terms of approximately 25 months.

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

As of March 31, 2025, the weighted average remaining lease term and weighted average discount

rate were 2.08 years and 4.89 %, respectively.

Maturities of lease liabilities were as follows:

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

As of March 31,

From April 1, 2025 to March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

amounts representing interest

6 unchanged sentences

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

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

ended September 30, 2024.

Short term leases cost was nil for three months ended

March 31, 2025.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

September 30,

Office equipment, fixtures and furniture

2 unchanged sentences

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.

expenses for the three months ended March 31, 2025 and 2024 was $ 26,205 and $ 26,901 , respectively.

Depreciation expense included in cost

of sales for the three months ended March 31, 2025 and 2024 was $0 and $0 , respectively.

INTANGIBLE ASSETS

Intangible assets consist of the following:

September 30,

Trading rights of license plates

System and software

accumulated depreciation and amortization

( 1,763,167 )

( 1,831,283 )

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.

expenses for the three months ended March 31, 2025 and 2024 was $ 14,259 and $ 14,259 , respectively.

Amortization expense included in cost

of sales for the three months ended March 31, 2025 and 2024 was $ 0 and $ 0 , respectively.

The estimated amortization is as follows:

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

As of March 31,

From April 1, 2025 to March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

From April 1, 2028 to March 31, 2029

From April 1, 2029 to March 31, 2030

Type 1 and Type 2 licenses by Hong Kong Securities

and Futures Commission have no expiration date and do not require amortization, amount was $ 128,691 .

and Futures Commission have no expiration date and do not require amortization, amount was $ 128,560 and $ 128,824 .

ACCOUNT PAYABLES

1 unchanged sentence

of the followings:

September 30,

Supply Chain Financing/Trading payment

2 unchanged sentences

consisted of the followings:

September 30,

Legal fee and other professionals

2 unchanged sentences

In January 2021, FT Global Capital, Inc.

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

(the “Court”).

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

In the complaint, FT Global alleges claims,

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

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

FT Global claims that the Company failed

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

exclusive placement agent agreement.

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

awarding FT Global $ 8,875,265 .

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

$ 7,895,265.31 in damages, $ 1,723,114.62 in prejudgment interest, and $ 980,000.00 in attorney’s fees.

(“FT Global”),

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

served the complaint upon the Company in January 2021.

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

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

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

FT Global claims that the Company failed to compensate FT Global for securities

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

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

$ $ 10,598,380 .

As of December 31, 2024 and March 31, 2025, the Company has been payment $ 1.97 million and $ 25,000 .

CONVERTIBLE NOTES PAYABLE

1 unchanged sentence

of the followings:

September 30,

Interest expenses

On December 27, 2023, the Company issued a coverable

promissory note with principal amount of $ 1.10 million.

Floor Price was $ 2.272 per share of Common Stock.

The Note was unsecured.

date thereof, Company shall reserve 500,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances

of Common Stock under the Note (the “Share Reserve”).

Lender elected to redeem a portion of the Note in redemption conversion

Lender redemption conversion shares were 237,543 shares, amount $ 62,500 , at a price of $ 2.631 per share in 2024.

Lender redemption

conversion shares were 61,205 shares, amount $ 140,658 , at a price of $ 2.276 per share in 2025.

RELATED PARTY TRANSACTION

As of September 30, 2024, the amounts due to the

related parties were consisted of the followings:

As of March 31, 2025, the amount due to the related party was consisted

of the following:

(US$) Relationship Note

1 unchanged sentence

Total $ 5,286

As of September 30, 2024, the amounts due from

the related parties were consisted of the followings:

As of March 31, 2025, 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.

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.

Kai Li 58,395 Legal representative of Future Trading Chengdu Prepaid expenses, interest free and payment on demand.

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

Hu Li 20,000 Chief Executive Officer of the Company Prepaid expenses, interest free and payment on demand.

Chao Li 2,508 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Total $ 22,508

During nine months ended September 30, 2024, the

Company had the following transactions with related parties:

Name Amount Relationship Note

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

Nice Talent Partner Limited 347,466 A company owned by the minority shareholder of NTAM Consultancy fee

As of December 31, 2024, the amount due to the

related parties was consisted of the followings:

related party was consisted of the followings:

Name Amount Relationship Note

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

Other payables, interest free and payment on demand.

Ming Yi $ 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

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

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

Total $ 8,871

As of December 31, 2024, the amount due from the

related parties was consisted of the followings:

related party was consisted of the followings:

Name Amount Relationship Note

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

Hu Li $ 20,000 Chief Executive Officer of the Company Loan receivables*, interest free and payment on demand.

Total $ 20,000

During nine months ended September 30, 2023, the

Company had the following transactions with related parties:

Name Amount Relationship Note

JKNDC Limited $ ( 5,744 ) A company owned by the minority shareholder of NTAM Other income

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 411,456 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

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

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

The Company is incorporated in the United States

3 unchanged sentences

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

taxable income for the nine months ended September 30, 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.

taxable income for the three months ended March 31, 2025 and 2024.

For the three months

ended March 31, 2025 and 2024, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for

1 unchanged sentence

the unrecognized benefits associated with the tax positions.

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

tax benefits.

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

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

For the years ended March 31, 2025, the Company had no unrecognized tax benefits.

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

tax assets for certain subsidiaries.

The amount of unrecognized deferred tax liabilities

23 unchanged sentences

and VIE were subject to an enterprise income tax rate of 25 %.

Future Fin Tech (HongKong) Limited, QR (HK) Limited

and Nice Talent Asset Management Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as

reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.

The applicable tax rate is 16.5 %

in Hong Kong.

FTFT UK Limited and FTFT Finance UK Limited are

incorporated in United Kingdom and are subject to United Kingdom Profits Tax on the taxable income as reported in its statutory financial

statements adjusted in accordance with relevant United Kingdom tax laws.

The applicable tax rate is 19 % in United Kingdom.

FTFT Capital investments L.L.C is incorporated

in Dubai, United Arab Emirates.

The applicable tax rate is nil in Dubai, United Arab Emirates.

Digipay Fintech Limited is incorporated in British

Virgin Island.

The applicable tax rate is nil in British Virgin Island.

Future FinTech (HongKong) Limited is incorporated

in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted

in accordance with relevant Hong Kong tax laws.

The applicable tax rate is 16.5 % in Hong Kong.

Reconciliation of the differences between the

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

September 30,

Loss before taxation

4 unchanged sentences

( 7,736,351 )

( 1,499,100 )

Others, primarily the differences in tax rates

1 unchanged sentence

SHARE BASED COMPENSATION

On February 1, 2023, the Company effected a 1-for-5

reverse stock split of the Company’s issued and authorized shares, and its total authorized shares of common stock reduced from

300,000,000 shares to 60,000,000 shares as a result of reverse stock split.

On March 27, 2025, the Company effected a 1-for-10

reverse stock split of the Company’s issued shares and its authorized shares of common stock from 60,000,000 shares to 6,000,000

Restricted net assets

9 unchanged sentences

The restriction

amounted to $ 25.12 million (RMB 176,034,880 ) as of September 30, 2024.

amounted to $ 24.54 million (RMB 176,144,932 ) as of March 31, 2025.

Except for the above or disclosed elsewhere, there is no other restriction

1 unchanged sentence

Payments-omnibus equity plan

On October 12, 2023, the Compensation Committee

On March 10, 2025, the Compensation Committee

of the Board of Directors of the Company granted 500,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s

1 unchanged sentence

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

price of the Company stock was $ 2.17 on March 10, 2025, the Company recorded an expense of $ 1.09 million in the first quarter of fiscal

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

Securities Purchase Agreement

On December 24, 2020, the Company entered into

a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering,

an aggregate of 4,210,530 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock,

at a purchase price of $ 1.90 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement

agent and other offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of

4,210,530 shares of our Common Stock and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise

price of $ 2.15 per share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are

exercisable by the holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent

a warrant to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms

as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 2.375 per share and are not exercisable

until June 24, 2021.

The share numbers in the descriptions above are pre reverse split on February 1, 2023.

As of December 31, 2023, outstanding

warrant has 42,108 underlying shares of our Common Stock.

On August 6, 2021, the Company, through its wholly

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

Asset Management Limited from Joy Rich Enterprises Limited (the “Nice Shares”) for HK$ 144,000,000 (the “Purchase Price”)

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

60 % of the purchase price ($ 11.22

million) was paid in 2,244,156 pre reverse split shares of common stock of the Company on August 4, 2021, at a price of $ 5 per share.

40 % of the Purchase Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

On January 5, 2024, the Company entered into a

securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold

to the purchasers in a private placement, an aggregate of 2,150,536 share of its common stock, par value $ 0.001 per share at a purchase

price of $ 1.20 per share, for aggregate net proceeds to the Company of $ 2,580,644 .

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

of common stock pursuant to this Agreement.

On October 4, 2024, the Compensation Committee of the Board of Directors

of the Company granted 211,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s 2023 Omnibus Equity

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

As the closing price of the

Company stock was $ 3.18 on October 9, 2023, the Company recorded an expense of $ 0.67 million in the third quarter of fiscal year 2024.

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

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 215,054 share of its common stock, par value $ 0.001 per share at a purchase price of $12 per share,

for aggregate net proceeds to the Company of $ 258,064 .

On January 18, 2024, the Company issued 215,054 shares of common stock pursuant

to this Agreement.

Securities Purchase Agreement

On December 24, 2020, the Company entered into a securities purchase

agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate

of 421,053 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock, at a purchase

price of $ 19 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement agent and other

offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of 421,053 shares

of our Common Stock and warrants to purchase up to an aggregate of 421,053 shares of our Common Stock at an exercise price of $ 21.5 per

share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are exercisable by the

holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent a warrant to purchase

42,108 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the Investors’

Warrants, except that the Placement Agent Warrant has an exercise price of $ 23.75 per share and are not exercisable until June 24, 2021.

As of December 31, 2024 and March 31, 2025, outstanding warrant has 42,108 shares of our Common Stock.

Warrants after

1-for -10 reverse stock split in 2025 was 4,211 shares with an exercise price of $ 118.75 /share.

Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years)

Options outstanding at December 31, 2024 4,211 $ 23.75 1.00

Options outstanding at March 31, 2025 4,211 $ 23.75 1.00

Options exercisable at March 31, 2024 4,211 $ 23.75 1.00

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 215,054 share of its common stock, par value $ 0.001 per share at a purchase price of $ 12 per share,

for aggregate net proceeds to the Company of $ 258,064 .

On January 18, 2024, the Company issued 215,054 shares of common stock pursuant

to this Agreement.

Common stocks issued in connection with the convertible notes

5 unchanged sentences

Lender redemption conversion shares 13,665 , amount $ 50,000 , at a price of $ 3.659

$ 0.3659 per share.

On July 18, 2024, that Lender elects to redeem

1 unchanged sentence

Lender redemption conversion shares 21,714 , amount $ 75,000 , at a price of $ 3.454

$ 0.3454 per share.

On August 26, 2024, that Lender elects to redeem