What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-19 · 612 added, 468 removed, 863 unchanged (56% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS

Cash and cash equivalents

Cash and cash

Short - term investment

1 unchanged sentence

Other receivables, net

Advances to suppliers and other current assets

Investment Funds

Advances to suppliers and

other current assets, net

Loan receivables

Amount Due from Related Party

Assets related to discontinued operation-current

TOTAL CURRENT ASSETS

Property, plant and equipment, net

Right of use assets - operation lease

Intangible assets

Amount Due from Related Parties

related to discontinued operation-current

CURRENT ASSETS

Property and equipment,

Right of use assets - operation

Intangible assets, net

Debt investment

Assets related to discontinued operation-Non current

related to discontinued operation-Non current

CURRENT LIABILITIES

Accounts payable

Accrued expenses and other payables

Accrued expenses and other

Advances from customers

2 unchanged sentences

Amounts due to related parties

Liability related to discontinued operation

TOTAL CURRENT LIABILITIES

related to discontinued operation

CURRENT LIABILITIES

NON-CURRENT LIABILITIES

Other non-current liabilities

Lease liability-non-current

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

STOCKHOLDER’ EQUITY

FUTURE FINTECH GROUP INC, Stockholders’ equity

liability-non-current

NON-CURRENT LIABILITIES

STOCKHOLDERS’

FUTURE FINTECH GROUP INC,

Stockholders’ equity

Common stock, $ 0.001 par value;

600,000,000 shares authorized;

3,110,770 shares and 2,447,084 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively*

Additional paid-in capital

Statutory reserve

Accumulated deficits

20,153,311 shares and 2,447,084 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively*

paid-in capital

( 223,572,414 )

( 218,885,534 )

Accumulated other comprehensive income (loss)

other comprehensive income (loss)

( 4,190,403 )

( 4,248,561 )

Total FUTURE FINTECH GROUP INC.

FUTURE FINTECH GROUP INC.

stockholders’ equity

Non-controlling interests

Non-controlling

( 1,866,066 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended

Six Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three

September 30,

Cost of revenues-third party

2 unchanged sentences

General and administrative expenses

Research and Development expenses

Stock-based compensation

Selling expenses

Bad debt provision (recovery)

Impairment Loss

Allowance for credit losses/doubtful accounts

Total operating expenses

7 unchanged sentences

Interest expenses

Amortization of debt issuance costs

Gain on Debt Restructuring

2 unchanged sentences

Total other income (expenses)

Loss from Continuing Operations before Income Tax

( 1,965,312 )

Income (Loss) from Continuing Operations before Income Tax

( 4,216,762 )

( 31,058,936 )

( 8,367,411 )

Income tax provision

Deferred income tax

Income (Loss) from Continuing Operations

Loss from Continuing Operations

( 1,965,312 )

( 4,216,762 )

( 31,058,936 )

( 8,367,411 )

Discontinued Operations

1 unchanged sentence

( 2,332,202 )

Gain on disposal of discontinued operations

NET Income (LOSS)

Gain (Loss) on disposal of discontinued operations

( 1,965,312 )

( 4,932,385 )

( 2,820,814 )

( 10,055,020 )

Net Income (Loss) attributable to non-controlling interests of discontinued operations

Net Loss attributable to non-controlling interests of continued operations

Net income (loss) attibutable to Future Fintech Group, Inc.

Net loss attibutable to Future Fintech Group, Inc.

( 1,965,312 )

1 unchanged sentence

( 4,686,880 )

( 9,966,900 )

Other comprehensive income (loss)

Income (Loss) from continuing operations

Loss from continuing operations

( 1,965,312 )

( 4,216,762 )

( 31,058,936 )

( 8,367,411 )

Foreign currency translation - Continuing Operations

Comprehensive Income ( Loss) -

Continuing Operations

Comprehensive Loss - Continuing Operations

( 1,734,704 )

1 unchanged sentence

( 31,000,778 )

( 7,489,483 )

Income (loss) from discontinued operations

Foreign currency translation -

Discontinued Operations

Comprehensive Income ( Loss) -

Discontinued Operations

Comprehensive Income ( Loss)

( 1,687,609 )

Foreign currency translation - Discontinued Operations

Comprehensive Income ( Loss) - Discontinued Operations

( 1,060,560 )

( 1,985,093 )

Comprehensive Loss

( 1,734,704 )

( 4,191,049 )

( 2,942,565 )

( 9,474,576 )

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive income (loss) attributable to non-controlling interests of discontinue

COMPREHENSIVE INCOME ATTRIBUTABLE TO Future Fintech Group, Inc.

COMPREHENSIVE LOSS ATTRIBUTABLE TO Future Fintech Group, Inc.

( 1,734,704 )

1 unchanged sentence

( 4,808,631 )

( 9,386,456 )

Earnings per share:

Basic earnings per share from continuing operation

Basic earnings per share from

discontinued operation

Basic earnings per share from discontinued operation

Diluted Earnings per share:

Diluted earnings per share from continuing operation

Diluted earnings per share from

discontinued operation

Diluted earnings per share from discontinued operation

Weighted average number of shares outstanding

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Future Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Three Months ended June 30, 2024

Accumulative other comprehensive

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months ended September 30, 2024

comprehensive

Non-controlling

Balance at March 31, 2024

Balance at June 30, 2024

( 191,017,843 )

1 unchanged sentence

( 1,602,661 )

Conversion of debt

Net loss from continuing operation

( 4,216,762 )

Net loss from discontinued operations

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

( 195,896,562 )

1 unchanged sentence

( 1,656,327 )

Three Months ended June 30, 2025

Accumulative other comprehensive

Three Months ended September 30, 2025

comprehensive

Non-controlling

Balance at March 31, 2025

Balance at June 30, 2025

( 221,607,102 )

( 4,421,011 )

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

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

Issuance of common stocks - Debt Restructuring

Pending Equity Settlement

Net income from continuing operation

Pre-delivery ordinary shares for conversion of convertible notes payables

Net loss from continuing operation

( 1,965,312 )

Foreign currency translation adjustment

Balance at June 30, 2025

Balance at September 30, 2025

( 223,572,414 )

( 4,190,403 )

Six Months ended June 30, 2024

Accumulative other comprehensive

Nine Months ended September 30, 2024

comprehensive

Non-controlling

10 unchanged sentences

Issuance of common stocks-cash

Conversion of debt

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

( 195,896,562 )

1 unchanged sentence

( 1,656,327 )

Six Months ended June 30, 2025

Nine Months ended September 30, 2025

comprehensive

4 unchanged sentences

( 1,866,066 )

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

Issuance of common stocks - Debt Restructuring

Net loss from continuing operations

4 unchanged sentences

Pending Equity Settlement

Pre-delivery ordinary shares for conversion of convertible notes payables

Foreign currency translation adjustment

Disposition of discontinued operation

Balance at June 30, 2025

Balance at September 30, 2025

( 223,572,414 )

( 4,190,403 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

For the Nine Months

September 30,

Cash Flows from Operating Activities:

( 2,820,814 )

Net income from discontinued operation

( 10,055,020 )

Net income (loss) from discontinued operation

( 1,687,609 )

Net loss from continuing operation

2 unchanged sentences

Adjustments to reconcile net income to net cash provided by operating activities:

Bad debt provision

Amortization of debt issuance costs

Allowance for credit losses/doubtful accounts

Share-based payments

5 unchanged sentences

Accounts receivable

Notes receivable

Other receivable

5 unchanged sentences

Accounts payable

Accrued expenses & other payables

( 1,542,892 )

Accrued expenses and other payables

( 1,515,912 )

Advances from customers

Other non-current liabilities

Net Cash Used in Operating Activities

Net Cash Used in Operating Activities from Continuing Operations

( 28,707,319 )

( 15,915,005 )

Net Cash Provided in Operating Activities-Discontinued operations

Net Cash Provided by Operating Activities from Discontinued Operations

Cash Flows from Investing Activities:

1 unchanged sentence

Debt investment

Disposal of property and equipment

Payment for Short term Investment

( 1,800,473 )

Repayment of Short term Investment

Payment for loan receivable

Repayment of loan receivable

Disposal of a subsidiary, net of cash

Net Cash Provided by Investing Activities from Continuing Operations

Reserve for business acquisition

( 29,872,741 )

Net Cash Used in Investing Activities from Continuing Operations

( 29,035,242 )

( 1,025,101 )

Net Cash Used in Investing Activities from Discontinued Operations

Cash Flows from Financing Activities:

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

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

Net Cash (Used in) Provided by Financing Activities

Net Cash Provided by Financing Activities-dis

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

Proceeds received from investors for convertible notes payable of pre-delivery ordinary shares

Proceeds from convertible notes payables

Payment made for amounts due from related parties, net

Proceeds from (Repayment of) amounts due to related parties, net

Net Cash Provided by Financing Activities from Continuing Operations

Net Cash Provided by Financing Activities from Discontinued Operations

Effect of Exchange Rate Changes on Cash

1 unchanged sentence

( 11,088,681 )

Cash and Restricted Cash at Beginning of Year

Cash and Restricted Cash at End of Year

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

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Cash and Restricted Cash at Beginning of Period

Cash and Restricted Cash at End of Period

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

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

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Issuance of common stocks for conversion of debts

Debt settlement by issuance of common stock

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

4 unchanged sentences

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.

The Company also expanded into brokerage and investment banking

business in Hong Kong.

The Company had a contractual arrangement 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 has historically been 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 has

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

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 Kong.

The Company had a contractual arrangement 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

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

2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024.

On March 27, 2025, Future FinTech Group Inc.

7 unchanged sentences

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

up the fractional shares that resulted 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

4 unchanged sentences

The reverse stock split would be reflected in

the Company’s June 30, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for

all periods presented.

OF SIGNIFICANT ACCOUNTING POLICIES

the Company’s September 30, 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

Basis of presentation

The unaudited condensed consolidated financial

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

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

In the opinion of management, the unaudited financial statements

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

adjustments, necessary to present fairly the financial position as of June 30, 2025 and the results of operations and cash flows for the

periods ended June 30, 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 six months ended June 30, 2025 are not necessarily indicative of the results

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

The balance sheet at December 31, 2024 has

been derived from the audited financial statements at that date.

Certain information and footnote disclosures

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

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

These unaudited financial

statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December

31, 2024 as included in the Company’s Annual Report on Form 10-K.

The unaudited condensed consolidated

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

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

In the opinion of management, the

unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments,

which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2025 and the

results of operations and cash flows for the periods ended September 30, 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 three and

nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent periods or for

the entire year ending December 31, 2025.

The balance sheet at December 31, 2024 has been derived from the audited financial

statements at that date.

Certain information and footnote disclosures normally

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

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

These unaudited financial statements should

be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2024 as

included in the Company’s Annual Report on Form 10-K.

Discontinued Operations

18 unchanged sentences

US$ 25,000 after a court auction sale.

The gain of disposal was $ 28.24 million.

Based on the disposal plan and in accordance with

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

The gain on disposal was $ 28.24 million.

Based on the disposal plan and in accordance with ASC 205-20, the Company

presented the operating results from these operations as a discontinued operation.

Segment Information Reclassification

The Company classified business segment into Trading

Commission and Consulting service, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.

The Company classified business segments into

Trading Commission and Consulting service, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.

Uses of Estimates in the Preparation of Financial Statements

4 unchanged sentences

The significant areas requiring the use

of management estimates include, but not limited to, the expected credit losses for receivables, estimated useful life and residual value

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

of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual

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

income taxes and valuation allowance for deferred tax assets.

8 unchanged sentences

future business plan.

The Company’s operating losses amounted $ 29.09 million, and it had negative operating cash flows amounted

$ 27.73 million as of June 30, 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.

The Company’s operating losses from continuing operations amounted to $ 31.06 million, and it had negative

operating cash flows from continuing operations of $ 28.71 million as of September 30, 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

The ability of the Company to continue as a going

18 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

- Input other than Level 1 that is observable, either directly

or indirectly, such as quoted prices for similar assets or liabilities;

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

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

quoted prices in markets that are not active;

or other input

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

- Unobservable input that is supported by little or no market

activity and that is significant to the fair value of the assets or liabilities.

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

substantially the full term of the assets or liabilities.

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

The Company’s cash and cash equivalents

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

quoted market price.

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

quoted market prices.

Earnings Per Share

4 unchanged sentences

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

Under this method, (i)

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

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

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

in the denominator of the diluted EPS computation.

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

are presented in the following table.

For the six months ended June 30, 2025:

Under this method, (i) exercise

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

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

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

of the diluted EPS computation.

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

following table.

For the nine months ended September 30, 2025:

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

4 unchanged sentences

Income available to common stockholders from discontinued operations

Dilutive EPS:

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

2 unchanged sentences

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

For the six months ended June 30, 2024:

For the nine months ended September 30, 2024:

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

1 unchanged sentence

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

$ ( 1,599,489 )

Loss to common stockholders from continuing operations

2 unchanged sentences

$ ( 1,599,489 )

Dilutive EPS:

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

2 unchanged sentences

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

For the three months ended June 30, 2025:

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

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

Income to common stockholders from continuing operations

Income available to common stockholders from discontinued operations

Dilutive EPS:

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

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

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

For the three months ended June 30, 2024:

$ ( 1,599,489 )

For the three months ended September 30, 2025:

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

1 unchanged sentence

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

Loss to common stockholders from continuing operations

$ ( 1,965,312 )

Loss to common stockholders from discontinued operations

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

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

$ ( 1,965,312 )

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:

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

$ ( 4,216,762 )

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

$ ( 661,957 )

Loss available to common stockholders from continuing operations

2 unchanged sentences

$ ( 661,957 )

Dilutive EPS:

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

2 unchanged sentences

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

$ ( 661,957 )

Cash and Cash Equivalents

15 unchanged sentences

accounts based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable.

The Company performs ongoing credit evaluations of the Company’s customers and maintain an allowance for potential bad debts if

The Company performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential bad debts if

Other receivables, and loan receivables are recognized

1 unchanged sentence

The Company has a policy of reserving for uncollectible

accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivable.

accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivables.

Allowances for credit losses are maintained for

6 unchanged sentences

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

is classified as “Bad debt expense” in the unaudited condensed consolidated statements of comprehensive income (loss).

Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates

the customers may have an inability to meet financial obligations.

In these cases, The Company uses assumptions and judgment, based on

the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable

to the amount expected to be collected.

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

is classified as “Allowance for (net recovery of) credit losses/doubtful accounts” in the unaudited condensed consolidated

statements of comprehensive income (loss).

The Company determines whether an allowance for doubtful accounts is required by evaluating

specific accounts where information indicates the customers may have an inability to meet financial obligations.

In these cases, the Company

uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers

against amounts due to reduce the receivable to the amount expected to be collected.

These specific allowances are re-evaluated and adjusted

as additional information is received.

The amounts calculated are analyzed to determine the total amount of the allowance.

The Company may also record a general allowance as

may also record a general allowance as necessary.

Direct write-offs are taken in the period when

the Company has exhausted the Company’s efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances

the Company has exhausted the Company’s efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances

that indicate that the Company should abandon such efforts.

The Company has assessed its accounts receivable

including credit term and corresponding all its accounts receivables as of June 30, 2025.

Bad debt expense was $ 28,762,566 and $ 443,094

during the six months ended June 30, 2025 and 2024, respectively.

Accounts receivables of $ 1.33 million and $ 1.15 million have been outstanding

for over 90 days as of June 30, 2025 and December 31, 2024, respectively.

including credit terms and corresponding all its accounts receivables as of September 30, 2025.

Allowance for credit losses for accounts

receivable amounted to $ 267,369 and $ 2,785 as of September 30, 2025 and December 31, 2024, respectively.

Accounts receivables of $ 1.34

million and $ 1.15 million have been outstanding for over 90 days as of September 30, 2025 and December 31, 2024, respectively.

for credit losses for other receivables amounted to $ 1,157 and $ 9,519,301 as of September 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

15 unchanged sentences

Revenue is recorded net of value-added tax.

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and steel

The Company recognizes revenue when the receipt

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

$ 1,341 and $ 506,438 during the six months ended June 30, 2025 and 2024, respectively.

Revenue recognition is as follows:

Sales of fast-moving consumer goods

The Company operates an e-commerce platform specializing

in fast-moving consumer.

in fast-moving consumer goods.

For sales transacted through the Company’s online stores in mainland China, the standard return policy

1 unchanged sentence

Historically, customer returns were immaterial.

Property, Plant and Equipment

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

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

of the assets.

sales of fast-moving consumer goods was $ 2,060,276 and $ 342 during the nine months ended September 30, 2025 and 2024, respectively.

Provision of trading commission and consulting service

The Company provides stock trading and consulting

services and charges commission and service fees to its customers.

The Company recognizes revenue when such services was rendered to the

Revenue from provision of trading commission and consulting service was $ 421,275 and $ 1,039,985 during the nine months ended

September 30, 2025 and 2024, respectively.

Sales of coal, aluminum ingots, sand and steel

The Company recognizes revenue when the receipt

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

sales of coal, aluminum ingots, sand and steel was $ 1,341 and $ 934,971 during the nine months ended September 30, 2025 and 2024, respectively.

Property and Equipment

Property and equipment are stated at cost less

accumulated depreciation and any impairment losses.

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

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

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

the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income

Depreciation related to property, plant and equipment

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

The Company estimated that

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

Property, plant and equipment are depreciated over

their estimated useful lives as follows:

Machinery and equipment

Furniture and office equipment

Motor vehicles

maintenance and repairs that do not extend the life of the respective

assets are expensed as incurred.

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

and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

The Company estimated that the residual value

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

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

Office equipment, fixtures and furniture 3 - 5 years

Vehicle 5 years

Leasehold improvements Lesser of useful life and lease term

Construction in progress includes property, plant

and equipment in the course of construction for production or for its own use purposes.

Construction in progress is carried at cost less

any recognized impairment loss.

Construction in progress is classified to the appropriate category of property, plant and equipment when

completed and ready for intended use.

Depreciation of these assets, on the same basis as other property assets, commences when the assets

are ready for their intended use.

Intangible Assets

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

The exchange rate the Company used to convert

RMB to USD was 7.16 :1 and 7.19 :1 at the balance sheet dates of June 30, 2025 and December 31, 2024, respectively.

RMB to USD was 7.11 :1 and 7.19 :1 at the balance sheet dates of September 30, 2025 and December 31, 2024, respectively.

The average exchange

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The average exchange rates the Company used to convert RMB to USD

were 7.18 :1 and 7.11 :1 for six months ended June 30, 2025 and 2024, respectively.

were 7.16 :1 and 7.11 :1 for the nine months ended September 30, 2025 and 2024, respectively.

The exchange rate the Company used to convert

HKD to USD was 7.85 :1 and 7.76 :1 at the balance sheet dates of June 30, 2025 and December 31, 2024.

The average exchange rate for the

period has been used to translate revenues and expenses.

HKD to USD was 7.78 :1 and 7.76 :1 at the balance sheet dates of September 30, 2025 and December 31, 2024.

The average exchange rate for

the period has been used to translate revenues and expenses.

The average exchange rates the Company used to convert HKD to USD were 7.80 :1

and 7.82 :1 for six months ended June 30, 2025 and 2024, respectively.

and 7.81 :1 for the nine months ended September 30, 2025 and 2024, respectively.

Translation adjustments are reported separately

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Fair valued or carried at amortized costs.

As of September

30, 2025 and December 31, 2024, the short-term investments amounted to $ 1,407 and $ 1,391 , respectively.

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Fair valued or carried at amortized costs.

As of June 30, 2025

and December 31, 2024, the long-term investments amounted to $ 1.05 million and $ 1.53 million, respectively.

Due to the Company has received

repayment $ 0.48 million (RMB 3.5 million) debt investment, the Company did not recognize an impairment.

The Company adopted ASU No.

As of September 30,

2025 and December 31, 2024, the long-term investments amounted to $ 844,416 and $ 1,530,243 , respectively.

During the nine months ended

September 30, 2025, Company has collected repayment of $ 697,916 (RMB 5.0 million) of the December 31, 2024 debt investment balance.

Company did not recognize an impairment for its long-term investment as all the debt investment is deemed collectible.

The Company follows ASU No.

2016-02, Leases (Topic

842), or ASC 842, from January 1, 2020.

842), or ASC 842.

The Company determines if an arrangement is a lease or contains a lease at lease inception.

operating leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of

the lease payments over the lease term on the unaudited condensed consolidated balance sheets at commencement date.

As most of the Company’s

leases do not provide an implicit rate, the Company estimates the incremental borrowing rate based on the information available at the

commencement date in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest

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

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

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

For operating leases, the

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

the lease term on the unaudited condensed consolidated balance sheets at commencement date.

As most of the Company’s leases do not

provide an implicit rate, the Company estimates the incremental borrowing rate based on the information available at the commencement

date in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate

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

The ROU assets

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

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

The Company’s leases often include options to extend and lease terms include such extended terms when the Company is reasonably

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New Accounting Pronouncements

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.

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financial statements.

In November 2024, the FASB issued ASU No.

“Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.

This ASU requires entities to 1.

amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization,

and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2.

include certain amounts

that are already required to be disclosed under current Generally Accepted Accounting Principles in the same disclosures as other disaggregation

requirements, 3.

disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated

quantitatively, and 4.

disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning

after December 15, 2027.

Additionally, in January 2025, the FASB issued ASU No.

2025-01 to clarify the effective date of

The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses.

requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes

purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods

beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company is in the

process of evaluating the impact of adopting this new guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

“Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments”.

The amendments provide guidance on accounting for induced conversions of convertible debt instruments.

The amendments are effective for

annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

adoption is permitted for entities that have adopted the amendments in ASU 2020-06.

Early adoption is permitted.

The Company plans to

adopt this guidance effective July 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In May 2025, the FASB issued ASU No.

“Business Combinations (Topic 805) and Consolidation (Topic 810):

Accounting Acquirer in a Business Combination Involving a Variable

Interest Entity”.

This ASU clarifies that when a business that is a VIE is acquired primarily with equity interests, the determination

of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810.

The standard is effective

for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

The Company plans to adopt this guidance effective July 1, 2027 and the Company is currently evaluating the impact of adopting this ASU

on its financial statements.

In May 2025, the FASB issued ASU No.

“Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)”:

Clarifications

to Share-Based Consideration Payable to a Customer.

This ASU clarifies how entities account for share-based consideration payable to a

The ASU requires customer awards with vesting conditions tied to purchases to be treated as performance conditions, eliminates

the forfeiture policy election, and states that the variable consideration constraint under ASC 606 does not apply to these awards.

standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company plans to adopt

this guidance effective July 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In July 2025, the FASB issued ASU No.

“Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

This ASU provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable

and current contract assets that arise from transactions accounted for under Topic 606.

The standard is effective for annual periods beginning

after December 15, 2025.

Early adoption of ASU 2025-05 is permitted and should be applied prospectively.

The Company plans to adopt this

guidance effective July 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

Management does not believe that any other recently

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consolidated financial statements.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consist of the following:

September 30,

Supply Chain Financing/Trading

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concentration of accounts receivable, net of specific allowances for credit losses.

September 30,

Total accounts receivable, net

OTHER RECEIVABLES

As of June 30, 2025, the balance of other receivables

was $ 0.92 million deposit paid and prepayments to third parties.

As of December 31, 2024, the balance of other receivables was $ 1.49

OTHER RECEIVABLES, NET

As of September 30, 2025, the balance of other

receivables, net was $ 0.31 million receivables from third parties.

As of December 31, 2024, the balance of other receivables, net was

$ 1.49 million deposit paid and prepayments to third parties.

INVESTMENT FUNDS

As of September 30, 2025, the balance of investment

funds was $ 30.12 million.

The amount pertains of funds held in escrow with a third party for future business acquisition.

As of the date

of this report, the acquisition transaction has not commenced.

LOAN RECEIVABLES

As of June 30, 2025, the balance of loan receivables was $ 6.98 million,

which were from third parties.

As of September 30, 2025, the balance of loan

receivables was $ 7.04 million, which were from the following contracts with third parties:

On July 14, 2022, Future Private Equity Fund Management

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Fund Management (Hainan) Co., Limited loaned an amount of $ 7.04 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to December 31, 2025 , guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

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

As of June 30,

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

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

Pursuant to the Loan Agreement, Future

Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.88 million (RMB 35 million) to the third party at the annual

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

As of June 30, 2025, the balance of loan receivables was $ 4.89 million.

As of December 31, 2024, the balance of loan receivables was $ 7.09

million, which was from a third parties.

of 8 % from July 15, 2022 to December 31, 2025 , guaranteed by Junde Chen.

To strengthen the liquidity, the Company negotiated with the

borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment of $ 4.93 million (RMB 35 million).

As of September 30, 2025, the balance of loan receivables was $ 2.11 million.

The amount of $ 2.11 million (RMB 15 million) will be repaid

within 12 months.

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

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.93 million (RMB 35

million) to the third party at the annual interest rate of 5 % from December 8, 2023 to

December 8, 2025 .

As of September 30, 2025, the balance of loan receivables was $ 4.93 million.

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

was $ 7.09 million, which was from the following contracts with third parties:

On July 14, 2022, Future Private Equity Fund Management

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Fund Management (Hainan) Co., Limited loaned an amount of $ 7.02 million (RMB 50 million) to the third party at the annual interest rate

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

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

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

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

As of April 17, 2023, the Company has received repayment of $ 4.93 million (RMB 35 million).

As of December

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

On December 8, 2023, Future Private Equity Fund

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

Pursuant to the Loan Agreement, Future

Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.86 million (RMB 35 million) to the third party at the annual

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

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

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.93 million (RMB 35

million) to the third party at the annual interest rate of 5 % from December 8, 2023 to

December 8, 2025 .

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

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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.

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.

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The amount of advances to suppliers and other

current assets consisted of the followings:

current assets, net consisted of the following:

September 30,

Prepayments for Supply Chain Financing/Trading

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

For the six months ended

June 30, 2025, the operating lease cost was $ 0.09 million.

For the nine months ended

September 30, 2025, the operating lease cost was $ 0.16 million.

The Company’s operating leases have remaining

lease terms of approximately 16 months.

As of June 30, 2025, the weighted average remaining lease term and weighted average discount rate

were 1.60 years and 4.88 %, respectively.

As of September 30, 2025, the weighted average remaining lease term and weighted average discount

rate were 1.37 years and 4.89 %, respectively.

Maturities of lease liabilities were as follows:

As of June 30,

From July 1, 2025 to June 30, 2026

From July 1, 2026 to June 30, 2027

As of September 30,

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

amounts representing interest

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

Short term leases cost was nil for the six months

ended June 30, 2025.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Short term leases cost was nil for the nine months

ended September 30, 2025.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

September 30,

Office equipment, fixtures and furniture

accumulated depreciation and amortization

Leasehold improvements

accumulated depreciation

Construction in progress

Depreciation expense included in general and administration

expenses for the six months ended June 30, 2025 and 2024 was $ 50,971 and $ 60,300 , respectively.

Depreciation expense included in cost

of sales for the six months ended June 30, 2025 and 2024 was $0 and $0 , respectively.

INTANGIBLE ASSETS

Intangible assets consist of the following:

expenses for the nine months ended September 30, 2025 and 2024 was $ 77,292 and $ 60,300 , respectively.

INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

September 30,

Trading rights of license plates

System and software

accumulated depreciation and amortization

accumulated amortization

Amortization expense included in general and administration

expenses for the six months ended June 30, 2025 and 2024 was $ 28,518 and $ 28,518 , respectively.

Amortization expense included in cost

of sales for the six months ended June 30, 2025 and 2024 was $ 0 and $ 0 , respectively.

The estimated amortization is as follows:

As of June 30,

From July 1, 2025 to June 30, 2026

From July 1, 2026 to June 30, 2027

From July 1, 2027 to June 30, 2028

From July 1, 2028 to June 30, 2029

From July 1, 2029 to June 30, 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 $ 128,560 and $ 128,824 .

expenses for the nine months ended September 30, 2025 and 2024 was $ 42,776 and $ 42,776 , respectively.

The estimated future amortization is as follows:

As of September 30,

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

From October 1, 2029 to September 30, 2030

Type 1 and Type 2 licenses by Hong Kong Securities

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

ACCOUNT PAYABLES

The amount of account payables were consisted

of the followings:

The amount of account payables consisted of the

September 30,

Trading Commission and Consulting service payment

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The amount of accrued expenses and other payables

consisted of the followings:

consisted of the following:

September 30,

Legal fee and other professionals

14 unchanged sentences

For the fiscal year ended December

31, 2024, and the six-month period ended June 30, 2025, the Company paid $ 1.97 million and $ 525,000 , respectively, towards the accrued

expenses and other payables.

31, 2024, and the nine-month period ended September 30, 2025, the Company paid $ 1.97 million and $ 0.98 million, respectively, towards

the accrued expenses and other payables.

CONVERTIBLE NOTES PAYABLE

The amount of convertible notes payable consisted

of the followings:

of the following:

September 30,

Interest expenses

On December 27, 2023, the Company issued a coverable

promissory note with principal amount of $ 1.10 million.

Convertible notes payable I

On December 27, 2023, the Company issued a convertible promissory

note with a principal amount of $ 1.10 million.

Floor Price was $ 2.272 per share of Common Stock.

The Note was unsecured.

the 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 shares.

On the date thereof,

the 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 $ 625,000 , at a price of $ 2.631 per share in 2024.

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

Lender redemption

conversion shares were 61,205 shares, amount $ 140,658 , at a price of $ 2.298 per share and 197,541 shares, amount of $ 448,759 , at a price

of $ 2.272 per share in January and September 2025, respectively.

As of September 30, 2025, the balance of this convertible notes payable

Convertible notes payable II

On July 28, 2025(“Beginning Date”),

the Company entered into a Convertible notes Agreement (“Agreement”) with an institutional investor (the “Investor”),

pursuant to which the Investor desires to purchase from the Company one or more pre-paid purchases (each a “Pre-Paid Purchase”

and together the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $ 10,000,000 for the purchase of the Company’s

common stock.

The Agreement will end on the earlier of (i) the date that is two years from the Beginning Date, (ii) the date Company has

sold $ 10,000,000.00 in Pre-Paid Purchases hereunder;

and (iii) termination of this Agreement (the “Commitment period”).

September 15, 2025, the Company issued 60,000 of the Company’s Common Stock to the Investor as a commitment fee (the “Commitment

All Pre-Paid Purchases will have a 8 % original issue discount (“OID”), and will bear an interest rate of 8 %

July 28, 2025, the Company received its first funding of $ 800,000 as the Initial Pre-Paid Purchase, which is calculated from an original

amount of $ 884,000 , minus a $ 64,000 OID and minus $ 20,000 that covers the Investor’s legal, accounting, and other related costs

under the purchase agreement.

On September 22, 2025, the Company received its

second funding of $ 1,000,000 from the Investor, which is calculated from an original amount of $ 1,080,000 , minus a $ 80,000 OID.

Concurrently, on September 22, 2025, the Company

has issued 1,445,000 Common Stock (the “Pre-Delivery Shares”) according to the agreement to the Investor at par value $ 0.001

The Investor is not permitted to sell, assign, transfer, pledge, encumber, hypothecate or otherwise dispose of (“transfer”)

such Pre-Delivery Shares.

However, during the period beginning on any day in which Investor delivers a Purchase Notice to Company and

ending on the date of delivery of the Purchase Shares by Company covered by such Purchase Notice, Investor may transfer a number of Pre-Delivery

Shares up to the number of Purchase Shares covered by the applicable Purchase Notice.

The Purchase Price will be 82 % multiplied by the

lowest daily volume-weighted average price during the ten trading days immediately preceding a conversion.

Following the end of the Commitment

Period and the repayment of all outstanding Pre-Paid Purchases, Investor will deliver to Company a number of shares of common stock equal

to the number of Pre-Delivery Shares issued within 20 trading days, and the Company will pay Investor $ 0.001 for each share.

The Company assessed the convertible note payable

II under ASC 815, identifying there is embedded conversion features and concluded that the conversion feature satisfied the requirement

of “fixed-to-fixed” criterion and is considered indexed to the Company’s own stock.

Therefore, the conversion feature

eligible for a scope exception from derivative accounting in accordance with ASC815-10-15-74 and the Company would not bifurcate the conversion

feature, and accounts for the convertible note payable II as a liability in its entirety.

The Company recognized the issuance costs and

the discount of convertible note payable II of $ 304,400 as a direct deduction from the face amount of the Convertible Loan II in

accordance with ASC835-30-45-1A.

The debt issuance cost was amortized as amortization of debt issuance costs using the effective interest

method, over the Commitment period of the convertible note payable II.

As of September 30, 2025, the Company has received

an aggregate of $ 1,800,000 from the Investor out of the total $ 10,000,000 committed amount, the balance of convertible notes

payable II was $ 1,676,341 , with a carrying value of $ 1,964,000 , net of deferred financing costs of $ 287,659 was recorded in the unaudited

condensed consolidated balance sheets.

The amortization of debt issuance costs was $ 2,925 for the nine months ended September 30, 2025.

As of September 30, 2025, the Company issued a

total of 1,505,000 Common Stock to the Investor, including 60,000 Common Stock as Commitment Shares and 1,445,000 Common Stock as the

Pre-Delivery Shares.

RELATED PARTY TRANSACTION

As of June 30, 2025, the amounts due from the

related parties were consisted of the followings:

As of September 30, 2025, the amounts due from

the related parties were consisted of the following:

(US$) Relationship Note

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

Kai Li $ 31,807 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Ting Ouyang 550 Chief Financial Officer of the Company Prepaid expenses, interest free and payment on demand.

Chao Li 2,533 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Total $ 34,340

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

related parties was consisted of the followings:

As of September 30, 2025, the amounts due to the

related parties were consisted of the following:

Name Amount Relationship Note

Ting Alina Oyang 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Shanchun Huang $ 575,314 Controlling shareholder Repayment debt on behalf of the Company and payment on demand

Total $ 575,314

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

related parties was consisted of the followings:

related parties was consisted of the following:

Name Amount Relationship Note

1 unchanged sentence

Total $ 20,000

* The 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.

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

related parties was consisted of the following:

Name Amount Relationship Note

Ting Alina Oyang $ 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Total $ 8,871

The Company is incorporated in the United States

3 unchanged sentences

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

taxable income for the six months ended June 30, 2025 and 2024.

For the six months ended

June 30, 2025 and 2024, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for

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

the unrecognized benefits associated with the tax positions.

For the years ended June 30, 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

taxable income for the nine months ended September 30, 2025 and 2024.

For the nine months

ended September 30, 2025 and 2024, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for each uncertain tax

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

benefits associated with the tax positions.

For the years ended September 30, 2025, the Company had no unrecognized tax benefits.

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

tax assets for certain subsidiaries.

24 unchanged sentences

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

Future FinTech (HongKong) Limited is incorporated

Future FinTech (Hong Kong) 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

3 unchanged sentences

to profits of the consolidated entities and the income tax expenses of the Company:

September 30,

Loss before taxation

18 unchanged sentences

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

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 October 9, 2024, the Shares have been issued to the Grantees.

13 unchanged sentences

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 June 30, 2025, outstanding

exercise price of $ 23.75 per share and is not exercisable until June 24, 2021.

As of December 31, 2024 and September 30, 2025, outstanding

warrant has 42,108 shares of the Company’s Common Stock.

Warrants after 1-for -10 reverse stock split in 2025 was 4,211 shares with

an exercise price of $ 118.75 /share.

an exercise price of $ 118.75 per share.

Underlying Weighted

2 unchanged sentences

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

Options outstanding at June 30, 2025 4,211 $ 23.75 1.00

Options exercisable at June 30, 2025 4,211 $ 23.75 1.00

Options outstanding at September 30, 2025 4,211 $ 23.75 1.00

Options exercisable at September 30, 2025 4,211 $ 23.75 1.00

On January 5, 2024, the Company entered into a

securities purchase agreement with certain purchasers, 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

aggregate of 215,054 shares 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 .

4 unchanged sentences

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

On July 3, 2024, that Lender elects to redeem

On July 3, 2024, that Lender elected to redeem