Future FinTech Group Inc. 10-K

ITEM 9A - CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2025. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by a company in reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 52 Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to a material weakness in our internal control over financial reporting., we currently are training our staff with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with U.S. GAAP. Our accounting policies and internal controls over financial reporting, established and maintained by management, are under the general oversight of the Board’s audit committee. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed our internal control over financial reporting as of December 31, 2025. The standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, our CEO and CFO concluded that our internal control over financial reporting as of December 31, 2025 was ineffective. We have taken, and are taking, certain actions to remediate the material weakness related to our lack of U.S. GAAP and SEC reporting experience. We engaged a consultant with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP. We also engaged an internal control consulting firm in July 2023 to review, test and improve our internal accounting controls and internal control over financial reporting. We have adopted and are implementing policies, procedures and practices recommended in the report of the consultant and have arranged training of internal control for our employees and management on disclosure controls and procedures. We believe the measures described above will remediate the material weakness. The Company continues to make efforts to implementing its existing and newly adopted procedures to improve our disclosure controls and internal controls over financing reporting. Changes to Internal Control over Financial Reporting Other than discussed above, there has been no change to our internal control over financial reporting that occurred during the period covered by this annual report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B - OTHER INFORMATION None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 53 PART III ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth as of March 16, 2026, the names, positions and ages of our current executive officers and directors. Our directors serve until the next annual meeting of shareholders or until their successors are elected and qualified. Our officers are elected by the Board and their terms of office are, except to the extent governed by an employment contract, at the discretion of the Board. Name of Current Director and/or Executive Officer Age Position(s) Hu Li (1) 52 Chief Executive Officer (“CEO”) and Director Ting Ouyang (2) 41 Chief Financial Officer (“CFO”) and Director David Xu (3) 39 Chairman of the Board, a member of the Audit Committee and a member of Compensation Committee of the Company Mingyong Hu (4) 47 Independent Director, Chairman of the Audit Committee and a member of Compensation Committee Mingjie Zhao (5 ) 60 Independent Director, and Chairman of the Compensation Committee and a member of Audit Committee (1) Hu Li was appointed as CEO, President and a member of the Board of Directors of the Company on August 5, 2024. (2) Ting Ouyang was appointed as CFO and Director of the Company on June 26, 2025. (3) David Xu was appointed as the Chairman of the Board of the Company on June 26, 2025. (4) Mingyong Hu was appointed a member of the Board of Directors of the Company on October 1, 2024. (5) Mingjie Zhao was appointed a member of the Board of Directors of the Company on July 15, 2020. Hu Li, Chief Executive Officer and Director Mr. Hu Li has served as a director and Chief Executive Officer of FTFT International Securities and Futures Limited, a wholly owned subsidiary of the Company since January 2024, and as Corporate Secretary of the Company since June 2019. Since September 2021, he has served as an independent Director of Shineco Inc. (Nasdaq: SISI). Mr. Li served as the chief supervisor of Anhui Yihai Mining Equipment Co., Ltd., a public company in the China NEEQ stock market (stock symbol: 831451) from February 2018 to July 2021. From September 2015 to February 2018, Mr. Li served as the Vice General Manager of Shaanxi Huipu Financial Leasing Co., Ltd. Mr. Li obtained his master’s degree in Business Administration (MBA) from Xi’an Technology University in 2008 and bachelor’s degree from Xi’an Fanyi University in 1996. Ting (Alina) Ouyang, Chief Financial Officer and Director Ms. Ouyang, age 41, has served as the Financial Controller of the Company since August 2020. Prior to that, Ms. Ouyang served as the Chief Financial Officer of Weath Index Capital Group from March 2016 to September 2020. Ms. Ouyang served as Internal Control Manager of the Company from September 2020 to December 2023, and as Financial Controller since December 2023. Ms. Ouyang is a Certified Management Accountant (CMA) in the United States. Ms. Ouyang has over 10 years of senior financial management experience and is proficient in financial disclosures, ESG reporting, and investor relations for public companies listed in China, the United States, and Hong Kong. She has led multiple cross-border mergers and acquisitions as well as financing projects and is fluent in English and Mandarin. Ms. Ouyang obtained her bachelor’s degree in Business Administration from Beijing Union University in 2008. 54 David Xu, Chairman of the Board, a member of the audit committee and a member of compensation committee Mr. David Xu, age 39, has extensive experience in financial services, enterprise management, and investment banking. From July 2022 to May 2025, Mr. Xu served as a middle and senior manager at China CITIC, a comprehensive financial services provider, where he was responsible for assisting companies in going public. From June 2020 to July 2022, he served as a middle manager at China Construction Bank, where he focused on helping companies secure funding and complete initial public offerings. Mr. Xu has been deeply involved in the listing projects of several prominent companies in both China and overseas capital markets. He possesses in-depth knowledge of the listing procedures, regulatory frameworks, and market environments across major international capital markets. Mr. Xu obtained his master’s degree in Business Administration from The Australian National University in 2020 and his master’s degree in Law from the University of International Business and Economics in 2011. Mingyong Hu, member of the Board, Chairman of the Audit Committee and a member of Compensation Committee Mr. Mingyong Hu, age 47, was the founder and CFO of Beijing Xiaowu Supply Chain Technology Co., Ltd. from August 2021 to April 2024. From March 2019 to July 2021, Mr. Hu was the executive vice president of Zhenghua Guotai International Trading Co., Ltd. From October 2017 to March 2019, Mr. Hu was the general manager of Zhongrong Dinghui (Beijing) Equity Investment Fund Management Co., Ltd. From January 2016 to October 2017, Mr. Hu was the executive vice president of Zhongsheng Wantong Equity Investment Fund Management (Beijing) Co., Ltd. From June 2007 to December 2015, Mr. Hu was a partner and executive deputy general manager of Zhonghao Investment Group Co., Ltd. Mingjie Zhao, member of the Board and Chairman of the Compensation Committee and a member of Audit Committee Mr. Mingjie Zhao was appointed as a member of the Board and Chairman of the Compensation Committee and a member of Audit Committee of the Board on July 15, 2020. Mr. Zhao has served as a director of New York Hua Yang, Inc. since April 2018. From July 2016 to March 2018, Mr. Zhao served as Chief Executive Officer of TD Holdings, Inc. (formerly known as China Commercial Credit Inc. and Nasdaq: CLG). Mr. Zhao was the Chief Operating Officer and a director of New York Hua Yang, Inc. from September 2011 to July 2016. Mr. Zhao obtained his Master of Business Administration degree from University of Bridgeport in Connecticut in May 2003 and his Bachelor of Science degree from China Eastern Normal University in Shanghai, China in July 1985. The Board believes that Mr. All of our directors and officers reside outside of the United States, except for Mr. Mingjie Zhao. Mr. Hu Li, Mr. Ting Ouyang, Mr. Mingyong Hu, Mr. David Xu reside in China. Board Diversity Matrix Board Diversity Matrix (As of March 16, 2026) Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background   Asian (other than South Asian) 5 55 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires that directors, certain officers of the Company and ten percent shareholders file reports of ownership and changes in ownership with the Commission as to the Company’s securities beneficially owned by them. Such persons are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of copies of such forms received by the Company, or on written representations from certain reporting persons, the Company believes that, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent shareholders were complied with during the fiscal year ended December 31, 2025,. Code of Ethics We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on our website at www.ftft.com and may be found by first clicking on “Investors,” then “Corporate Governance” and then “Governance Documents.” We intend to disclose any amendments to the code, or any waivers of its requirements, on our website. Committees of the Company’s Board of Directors The Board held 12 regularly scheduled and special meetings during fiscal year 2025. All of the directors attended (in person or by telephone) all of the Board meetings and any committees of the Board on which they served during the fiscal year. Directors are expected to use their best efforts to be present at the shareholders annual meeting. All of our directors attended the December 12, 2025 shareholders annual meeting by tele-conference or in person. Audit Committee On April 25, 2008, the Board formed an audit committee. Mr. Mingyong Hu, Mr. David Xu and Mingjie Zhao currently serve on the audit committee, which is chaired by Mr. Mingyong Hu. Each member of the audit committee is “independent” as that term is defined in the rules of the SEC and within the meaning of such term as defined under the rules of the NASDAQ Capital Market. The Board has determined that each audit committee member has sufficient knowledge in financial and auditing matters to serve on the audit committee. The audit committee held 4 meetings during fiscal year 2025, and all audit committee members attended each of those meetings. Our Board has determined that Mr. Hu is an “audit committee financial expert,” as defined under the applicable SEC rules. The audit committee has a written charter, which is available on the Company’s website at http://www.ftft.com. Management is responsible for the Company’s internal controls and the financial reporting process. The independent accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing reports thereon. The audit committee’s responsibility is to monitor these processes. The audit committee meets with management, the leader of the internal audit function, and the independent accounting firm to facilitate communication. In addition, the audit committee appoints the Company’s independent accounting firm and pre-approves all audit and non-audit services to be performed by the independent accounting firm. Compensation Committee On April 25, 2008, the Board formed a compensation committee. Mr. Mingyong Hu, Mr. David Xu and Mingjie Zhao currently serve on the compensation committee, which is chaired by Mr. Mingjie Zhao. Each member of the compensation committee is “independent” as that term is defined in the SEC rules and within the meaning of such term as defined under the rules of the NASDAQ Capital Market, a “nonemployee director” for purposes of Section 16 of the Exchange Act. No interlocking relationship exists between the Board or the compensation committee and the Board or compensation committee of any other company, nor has any interlocking relationship existed during the last fiscal year. The compensation committee held 4 meetings during fiscal year 2025. The compensation committee has a written charter, which is available on the Company’s website at http://www.ftft.com/. 56 Our Board has delegated to the compensation committee the responsibility, among other things, to determine any and all compensation payable to our executive officers, including annual salaries, incentive compensation, long-term incentive compensation and any other compensation, and to administer our equity and incentive compensation plans applicable to our executive officers. Decisions regarding executive compensation made by the compensation committee are considered final and are not generally subject to Board review or ratification. Under the terms of its written charter, the compensation committee has the power and authority to delegate any of its duties and responsibilities to subcommittees as the compensation committee may deem appropriate in its sole discretion. Historically, the compensation committee has not generally delegated any of its duties and responsibilities to subcommittees, but rather has taken such actions as a committee, as a whole. Deliberations and decisions by the compensation committee concerning executive officers are made by the compensation committee, without the presence of the any executive officer of the Company. Other Committees The Board may on occasion establish other committees, as it deems necessary or required. We do not currently have a standing nominating committee, or a committee performing similar functions. The full Board currently serves this function. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the Board. The independent directors of the Board will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment by the Board. Other than the Rule 14a-19 under the Exchange Act, there have been no material changes to the procedures by which security holders may recommend nominees to the Board. Board Leadership Structure Our Board of Directors is currently comprised of five members, including three independent directors who serve as members of our audit committee and compensation committee. Our Board leadership structure consists of a Chairman of the Board. Currently, Mr. David Xu, an independent director, serves as Chairman of the Board. The Board of Directors believes that this leadership structure, with Mr. David Xu serving as the Chairman and Mr. Hu Li serving as Chief Executive Officer, is appropriate at this time because it enables the Board, as a whole, to engage in oversight of management, promote communication and collaboration between management and the Board, and oversee governance matters, while allowing our Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company. In addition to chairing the Board, Mr. David Xu is a member of the Audit and Compensation Committees. Board independence and oversight of the senior management of the Company are enabled by the presence of independent directors who have a wide range of expertise and skills and have oversight over critical functions of the Company, such as the review of business development, evaluation and compensation of executive management, the nomination of directors. Our independent directors collectively provide additional strength and balance to our Board leadership structure. Compensation Committee Interlocks and Insider Participation None of the Company’s executive officers has served as a member of a compensation committee, or other committee serving an equivalent function, of any other entity whose executive officers serve as a director of the Company or member of the Company’s compensation committee. Family Relationships There are no family relationships between any current executive officer or director of the Company. 57 ITEM 11 - EXECUTIVE COMPENSATION Compensation Discussion and Analysis Compensation Objectives We operate in a highly competitive and rapidly changing industry. The key objectives of our executive compensation programs are to: ● attract, motivate and retain executives who drive our success and industry leadership; and provide executive officers, with a salary and/or stock award on the market value of that role, and ● the individual’s demonstrated ability to perform that role. Stock Incentive Plans The Board of Directors of the Company approved and adopted the Future FinTech Group Inc. 2025 Omnibus Equity Plan, which was approved by the shareholders at the shareholders annual meeting on December 12, 2025, to provide equity awards to employees, directors and consultants of the Company (the “2025 Plan”). There are 5,000,000 shares of commons stock available for awards under 2025 Plan (All the share numbers stated here are before the 1 for 4 reverse stock split effected in January 20, 2026). As of December 31, 2025, no awards had been granted under the plan, and no shares were subject to outstanding options, warrants, or other rights. The Board of Directors of the Company approved and adopted the Future FinTech Group Inc. 2024 Omnibus Equity Plan (the “2024 Equity Plan”) on October 12, 2024, which was approved by the shareholders at the shareholders annual meeting on December 5, 2024, to provide equity awards to employees, directors and consultants of the Company (the “2024 Plan”). There are 5,000,000 shares of commons stock available for awards under 2024 Plan. On March 10, 2025, the Compensation Committee of the Board granted stock awards of 5,000,000 shares of common stock of the Company, pursuant to the Company’s 2024 Omnibus Equity Plan, to sixteen officers and employees of the Company and its subsidiaries, including: 300,000 shares to Hu Li, Chief Executive Officer of the Company (All the share numbers stated here are before the 1 for 10 reverse stock split effected in April 1, 2025) The Board of Directors of the Company approved and adopted the Future FinTech Group Inc. 2023 Omnibus Equity Plan (the “2023 Equity Plan”) on October 12, 2023, which was approved by the shareholders at the shareholders annual meeting on December 5, 2023. The 2023 Equity Plan has a total of 5,000,000 shares of Common Stock. On December 23, 2023 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company granted stock awards of 2,890,000 shares of common stock of the Company, pursuant to the Company’s 2023 Equity Plan, to sixteen officers and employees of the Company and its subsidiaries (the “Grantees”), including: 200,000 shares to Shanchun Huang, Chief Executive Officer and President of the Company, 40,000 shares to Peng Lei, Chief Operating Officer of the Company, and 30,000 shares to Hoo Lee, Corporate Secretary of the Company (collectively, the “Grants”). The Grants vested immediately on the Grant Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on December 23, 2023. On October 4, 2024, the Company granted the remaining 2,110,000 share under 2023 Omnibus Equity Plan to 4 employees of the Company and its subsidiaries. (All the share numbers stated here are before the 1 for 10 reverse stock split effected in April 1, 2025) We believe that the future success of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting, retaining and motivating key personnel. What Our Executive Compensation Program is Designed to Reward Our executive compensation program is designed to reward each individually named executive officer’s contribution to the advancement of our overall performance and execution of our goals, ideas and objectives. It is designed to reward and encourage exceptional performance at the individual level in the areas of organization, creativity and responsibility while supporting our core values and ambitions. This in turn aligns the interest of our executive officers with the interests of our shareholders, and thus with our interests. 58 Determining Executive Compensation The Board’s compensation committee reviews and approves the compensation for executive officers annually. The compensation committee considers the overall performance of the past year and the financial and operating plans for the upcoming year in determining the compensation for the executive officers. A named executive officer’s base salary is determined by an assessment of his/her sustained performance against individual job responsibilities, including, where appropriate, the impact of his/her performance on our business results, current salary in relation to the salary range designated for the job, experience and mastery, and potential for advancement. The compensation committee also annually reviews market compensation levels with comparable jobs in the industry to determine whether the total compensation for our officers remains in the targeted median pay range. Role of Executive Officers in Determining Executive Compensation The compensation committee determines the compensation for the CEO, which is based on various factors, such as level of responsibility and contributions to our performance. The CEO recommends the compensation for our executive officers (other than the compensation of the CEO) to the compensation committee. The compensation committee reviews the recommendations made by the CEO and determines the compensation of the CFO and the other executive officers. Employment Agreements We entered into an Employment Agreement with our CEO, Mr. Hu Li, on August 5, 2024 with a term of three year subject to renewal. Mr. Li receives compensation in the amount of $7,000 per month and will be eligible for an annual cash and equity bonus in the Board’s sole discretion. On July 28, 2023, the Board of Directors of the Company appointed Mr. Peng Lei as the COO of the Company. In connection with his appointment as COO, the Company entered into an employment agreement (the “Agreement”) with Mr. Peng Lei on August 1, 2023. The Agreement provides that Mr. Lei will receive compensation in the amount of $50,000 per year before tax and the term of the Agreement is for one (1) year which was renewed until August 1, 2025. On June 13, 2025, the Company received a resignation letter from Mr. Peng Lei to resign from his position as the Chief Operating Officer (“COO”) of the Company, effective on June 15, 2025. On December 1, 2020, the Company entered into an employment agreement with Mr. Ming Yi as CFO of the Company and the term of the agreement is for one (1) year. The agreement provides that Mr. Yi receives compensation in the amount of $4,000 per month before tax. Mr. Ming Yi resigned from his position as the CFO of the Company, effective on June 25, 2025. On June 26, 2025, the Board appointed Ms. Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms. Ying Li. The Agreement provides that Ms. Ouyang will receive compensation in the amount of $2,500 per month before tax and the term of the Agreement is for three (3) years. On September 22, 2025, the Company approved an increase in Ms. Ouyang’s monthly salary to $4,200. Summary Compensation of Named Executive Officers Our executive officers do not receive any compensation from the Company for also serving as directors of the Company. The following table sets forth information concerning cash and non-cash compensation paid by the Company to our named executive officers for the years ended December 31, 2025 and 2024. Name and Principal Position Year Ended Salary ($) Bonus ($) Stock Awards ($) Option Awards Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Ming Yi (1) 12/31/2024 $ 47,180 -           $ 47,180 12/31/2025 $ 23,856 $ 23,856 Hu Li (2) 12/31/2024 $ 49,389 $ $ 49,389 12/31/2025 $ 91,254 $ 91,254 Peng Lei (3) 12/31/2024 $ 50,753 $ 50,753 12/31/2025 $ 25,340 $ 25,340 Ting Ouyang(4) 12/31/2025 $ 23,513 $ 23,513 Shanchun Huang (5) 12/31/2024 $ 90,740 $ $ 90,740 (1) On November 30, 2020, the Board of the Directors appointed Mr. Ming Yi as the CFO of the Company. On June 25, 2025, the Board of Directors (the “Board”) of the Company received a resignation letter from Mr. Ming Yi to resign from his positions as the Chief Financial Officer (“CFO”) of the Company. 59 (2) On August 5, 2024, Mr. Hu Li was appointed ad CEO and President of the Company. (3) On June 13, 2025, the Company received a resignation letter from Mr. Peng Lei to resign from his position as the Chief Operating Officer (“COO”) of the Company, effective on June 15, 2025. (4) On June 26, 2025, the Board appointed Ms. Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms. Ying Li. (5) On March 4, 2020, Mr. Shanchun Huang was appointed as the CEO of the Company. The compensation committee of the Board granted him a stock award for 200,000 shares of common stock of the Company under 2023 Equity Plan on December 23, 2023. Mr. Shanchun Huang was resigned as CEO and President of the Company on August 5, 2024. Outstanding Equity Awards at December 31, 2025 No outstanding equity awards held by named executive officers as of December 31, 2025. Compensation of Directors The following table sets forth information concerning cash and non-cash compensation paid by us to our directors during 2025. Name Fees Paid in Cash ($) Stock Awards Option Awards Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Ying Li(1) $ 23,940 - - - - - $ 23,940 Fuyou Li(2) $ 9,000 - - - - - $ 9,000 David Xu (3) $ - - - - - - $ - Mingyong Hu (4) $ 11,250 - - - - - $ 11,250 Hu Li (5) $ 23,940 $ 44,400 - - - - $ 68,340 Mingjie Zhao (6) $ 25,000 - - - - - $ 25,000 Ting Ouyang (7) $ - - $ - (1) On June 20, 2025, Ying Li resigned from her positions as a director of the Board and the Vice President of the Company. (2) On June 20, 2025, Mr. Fuyou Li resigned from his position as the Chairman of the Board and as a member of the Board’s audit and compensation committees. (3) On June 26, 2025, the Board appointed Mr. David Xu as the Chairman of the Board and a member of both the audit committee and compensation committee. Mr. David Xu is entitled for $10,000 per annum as compensation. (4) On October 1, 2024, Mr. Mingyong Hu was appointed as a member of the Board, Chairman of the Audit Committee and a member of Compensation Committee of the Board, effective immediately, to fill the vacancy following the resignation of Mr. Johonson (Shun-Pong) Lau. (5) Mr. Hu Li was appointed as Chief Executive Officer, President and Director of the Company on August 5, 2024, following the resignation of Mr. Shanchun Huang. (6) On July 15, 2020, the Board appointed Mr. Mingjie Zhao as a member of the Board and Chairman of the Compensation Committee and a member of Audit Committee of the Board. Mr. Zhao is entitled for $25,000 per annum as compensation for his current services as a director of the Company and chair of the compensation committee and a member of audit committee. (7) On June 26, 2025, the Board appointed Ms. Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms. Ying Li. 60 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners and Management The following table provides information concerning beneficial ownership of our capital stock as of March 16, 2026 by: ● each shareholder or group of affiliated shareholders who owns more than 5% of our outstanding capital stock; ● each of our named executive officers; ● each of our directors; and all of our directors and ● executive officers as a group. Beneficial ownership is determined in accordance with the SEC rules, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of March 16, 2026 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of March 16, 2026 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the principal address of each of the shareholders, named executive officers, and directors below is c/o Future FinTech Group, Inc., 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong. Shares Beneficially Owned Name of Beneficial Owner Number Percent Directors and Named Executive Officers Hu Li 7,500 0.14 % Ting Ouyang - - % Mingjie Zhao - - David Xu - - Mingyong Hu - - All current directors and name executive officers as a group (5 persons) 7,500 0.14 % 5% or Greater Shareholders Wealth Index Capital Limited * 2,250,000 42.93 % All 5% or Greater Shareholders 2,250,000 42.93 % * Shanchun Huang, indirectly and directly beneficially owns 2,250,000 shares, or approximately 42.93% of our outstanding common stock as of March 16, 2026. Wealth Index Capital Limited (the “WICL”) is the record shareholder directly holds 2,250,000 shares of the Company’s common stock, representing approximately 42.93% of the Company’s 5,240,544 outstanding shares of common stock as of March 16, 2026 based on information from the Company’s transfer agent. Mr. Shanchun Huang is the sole member of WICL, holds 100% ownership in WICL. As such, Mr. Huang may be deemed a beneficial owner of the 2,250,000 shares of the Company’s common stock directly held by WICL pursuant to Section 13(d)(3) of the Act. 61 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE For details of related party transactions, see Note 14 “Related Party Transaction” to our consolidated financial statements. Director Independence We currently have five directors. Three of our current directors, Mr. Mingyong Hu, David Xu and Mingjie Zhao, have been determined by our Board to be “independent directors” as defined under the rules of the NASDAQ Capital Market, constituting a majority of independent directors of the Board as required by the rules of the NASDAQ Capital Market. ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES The following table shows the fees that we paid or accrued for audit and other services for fiscal years 2025 and 2024. All of the services described in the following fee table were approved in conformity with the audit committee’s pre-approval process. Audit Fees 2025 2024 Audit Fees $ 295,400 $ 354,440 Tax Fees — — All Other Fees — 63,000 Total $ 295,400 $ 417,440 Audit Fees The amounts set forth opposite “Audit Fees” above reflect the aggregate fees billed or billable by auditors Fortune CPA Inc. (“Fortune CPA”) for the audit of our annual consolidated financial statements, review of quarterly financial information and audit services that are normally provided by the principal accountant in connection with regulatory filings or engagements. Fortune CPA provided professional services for the audit of our fiscal years 2025 and 2024 financial statements. $295,400 and $354,440 were paid to Fortune CPA for audit of our fiscal years 2025 and 2024 financial statements, respectively. All Other Fees Our former auditor Onestop Assurance PAC (“Onestop Assurance”) provided professional services for the audit of our fiscal year 2022 financial statements and $63,000 was paid for review of our 2023 annual report in 2024. No other fees were incurred or paid during fiscal year 2025 other than disclosed herein. Tax Fees The Board audit committee’s policy is to pre-approve all audit services and all non-audit services that our independent accountants are permitted to perform for us under applicable federal securities regulations. The audit committee’s policy utilizes an annual review and general pre-approval of certain categories of specified services that may be provided by the independent accountant, up to pre-determined fee levels. Any proposed services not qualifying as a pre-approved specified service, and pre-approved services exceeding the pre-determined fee levels, require further specific pre-approval by the audit committee. The audit committee has delegated to the Chairman of the audit committee the authority to pre-approve audit and non-audit services proposed to be performed by the independent accountants. Our audit committee was established in April 2008. All the services provided by our auditors in fiscal years 2025 were pre-approved by the audit committee. 62 PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) FINANCIAL STATEMENTS: The following documents are filed as part of or are included in this Annual Report: 1. Financial statements listed in the Index to Financial Statements, filed as part of this Annual Report beginning on page F-1; and 2. Exhibits (b) EXHIBITS: Exhibit Index Exhibit Number Description 2.1 Share Exchange Agreement, dated as of February 22, 2008 by and among Pacific Industry Holding Group Co., Ltd., “Pacific,” Terrence Leong, SkyPeople Fruit Juice, Inc., the “Registrant,” and the shareholders of Pacific (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on February 28, 2008. 2.2 Securities Transfer Agreement dated November 18, 2025 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on December 17, 2025). 3.1 Second Amended and Restated Articles of Incorporation, dated June 6, 2017. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on June 9, 2017. 3.2 Certificate of Designations, Preferences and Rights of the Registrant’s Series A Convertible Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Commission on February 28, 2008. 3.3 Certificate of Designations, Preferences, Rights and Limitations of the Registrant’s Series B Convertible Preferred Stock. Incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the Commission on February 28, 2008. 3.4 Articles of Amendment to the Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 14, 2018. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 16, 2018. 3.5 Articles of Amendment to the Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 18, 2021. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 23, 2021. 3.6 Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on January 26, 2023. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on January 31, 2023. 3.7 Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on March 27, 2025. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on April 1, 2025. 3.8 Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on September 8, 2025. * 3.9 Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on January 8, 2026. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on January 14, 2026. 3.10 Amended and Restated Bylaws, dated August 6, 2025. Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Commission on August 26, 2025. 4.1 Description of Securities of the Registrant registered under Section 12 of the Securities Exchange Act of 1934, as amended.* 63 Exhibit Number Description 10.1 Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 14, 2011. 10.2 Exclusive Operation and Use Rights Authorization Letter by Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd., dated July 31, 2019. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.3 Exclusive Technology Consulting and Service Agreement by and between Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd. and Chain Cloud Mall E-commerce (Tianjin) Co., Ltd, dated July 31, 2019. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.4 Exclusive Purchase Option Agreement by and among Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd., Chain Cloud Mall E-commerce (Tianjin) Co., Ltd. Zeyao Xue and Kai Xu, dated July 31, 2019. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.5 Equity Pledge Agreement by and among by and among Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd., Chain Cloud Mall E-commerce (Tianjin) Co., Ltd. and Zeyao Xue, dated July 31, 2019. Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.6 Equity Pledge Agreement by and among by and among Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd., Chain Cloud Mall E-commerce (Tianjin) Co., Ltd. and Kai Xu, dated July 31, 2019. Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.7 Power of Attorney issued by Zeyao Xue, dated July 31, 2019. Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.8 Power of Attorney issued by Kai Xu, dated July 31, 2019. Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the Commission on August 6, 2019. 10.9 Consulting Service Agreement by and between Future FinTech Group Inc. and Dragon Investment Holding Limited (Malta) dated January 25, 2020. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on January 29, 2020 10.10 Director Agreement by and between Future FinTech Group Inc. and Mingjie Zhao dated July 15, 2020. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 17, 2020. 10.11 Share Purchase Agreement by and between FTFT UK Limited and Rahim Shah dated September 1, 2021. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on September 7, 2021. 10.12 Collateral Deed by and between FTFT UK Limited and Rahim Shah dated September 1, 2021. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on September 7, 2021. 10.13 FTFT North American Ohio Cryptocurrency Mining Farm Cooperation Agreement by and between Future FinTech Group Inc. and APC Service Ltd. dated December 13, 2021. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 17, 2021. 10.14 Form of Unrestricted Stock Award Agreement by and between Future FinTech Group Inc. and Grantees dated on July 12, 2022. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 15, 2022. 10.15 Share Transfer Agreement by and between Future FinTech (Hong Kong) Limited and Alpha Financial Limited dated February 27, 2023. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on March 1, 2023. 10.16 Employment Agreement by and between Future FinTech Group, Inc. and Ms. Ting Ouyang, dated September 22, 2025. * 10.17 Form of Unrestricted Stock Award Agreement by and between Future FinTech Group Inc. and Grantees dated on December 23, 2023. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 26, 2023. 10.18 Securities Purchase Agreement by and between Future FinTech Group, Inc. and Streeterville Capital, LLC, dated December 27, 2023. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 27, 2023. 10.19 Convertible Promissory Note, issued by Future FinTech Group, Inc. to Streeterville Capital, LLC, dated December 27, 2023. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on December 27, 2023. 10.20 Form of Securities Purchase Agreement dated January 5, 2024. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on January 8, 2024. 64 Exhibit Number Description 10.21 Amendment to Convertible Promissory Note dated February 11, 2024. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on February 14, 2024. 10.22 Employment Agreement by and between Future FinTech Group, Inc. and Mr. Hu Li, dated August 5, 2024. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on August 9, 2024. 10.23 Director Agreement by and between Future FinTech Group, Inc. and Mr. David Xu, dated June 25, 2025. * 10.24 Stock Purchase Agreement by and among Future FinTech Group Inc., FTFT SuperComputing Inc. and DDMM Capital LLC dated on December 6, 2024. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 11, 2024. 10.25 Form Securities Purchase Agreements dated July 24, 2025. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 31, 2025 10.26 Form Pre-Paid Securities Purchase Agreements dated July 28, 2025. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on July 31, 2025 10.27 Form Pre-Paid Purchase#1 Agreement dated July 28, 2025. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Commission on July 31, 2025 10.28 Form Registration Rights Agreement dated July 28, 2025. Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the Commission on July 31, 2025 10.31 Form Pre-Paid Purchase#2 Agreement dated September 22, 2025. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on September 26, 2025. 10.32 Waiver Letter dated September 22, 2025. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on September 26, 2025. 14.1 Code of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed with the Commission on April 16, 2024. 19.1 Insider Trading Policy Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed with the Commission on April 16, 2024. 21.1 Description of Subsidiaries of the Registrant* 23.1 Consent of Fortune CPA Inc.* 31.1 Rule 13a-14(a) Certification of Principal Executive Officer of Registrant* 31.2 Rule 13a-14(a) Certification of Principal Financial Officer of Registrant* 32.1 Section 1350 Certification of Principal Executive Officer of Registrant.† 32.2 Section 1350 Certification of Principal Financial Officer of Registrant.† 97.1 Clawback Policy Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the Commission on April 16, 2024. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith † Furnished herewith (c) Other Financial Statement Schedules - None. 65 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Future FinTech Group Inc. March 18, 2026 By: /s/ Hu Li Hu Li Chief Executive Officer, President and Director (principal executive officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hu Li and Ting Ouyang, and each of them, their attorneys-in-fact and agents, each with the power of substitution, for them in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. Signature Name and Title Date /s/ Hu Li Hu Li March 18, 2026 Chief Executive Officer, President and Director (Principal Executive Officer and Director) /s/ Ting Ouyang Ting Ouyang March 18, 2026 Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ David Xu David Xu March 18, 2026 Chairman of the Board of Directors and Director /s/ Mingjie Zhao Mingjie Zhao, Director March 18, 2026 /s/ Mingyong Hu Mingyong Hu, Director March 18, 2026 66 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Audited Consolidated Financial Statements of Future FinTech Group Inc. Report of Independent Registered Public Accounting Firm (PCAOB ID: 6901) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025 and 2024 for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Future FinTech Group Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Future FinTech Group Inc. (the “Company”) and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of operation, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations. Therefore, the Company has stated substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Going Concern As described further in Note 2 to the financial statements, the Company financial statements are prepared assuming that the Company will continue as a going concern. We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows. Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others: We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included the inquiries with management, analyzing the subsequent company financial position, and consideration the positive and negative evidence impacting management’s arrangements in place as of the report date. /s/ Fortune CPA, Inc We have served as the Company’s auditor since 2023. Garden Grove, CA March 18, 2026 PCAOB # 6901 F- 2 FUTURE FINTECH GROUP INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 CURRENT ASSETS Cash and cash equivalents $ 2,396,619 $ 4,765,111 Restricted cash 2,680,545 - Short - term investment 1,423 1,391 Accounts receivable, net 605,236 2,088,962 Other receivables, net 10,880,977 10,659,568 Contract assets 1,436 - Investment Funds 30,413,300 - Advances to suppliers and other current assets, net 3,780,896 4,433,695 Loan receivables - 139,113 Amount Due from Related Party - 20,000 Assets related to discontinued operation-current - 8,187,785 TOTAL CURRENT ASSETS 50,760,432 30,295,625 Property and equipment, net 149,904 238,233 Right of use assets - operating lease 203,828 368,982 Intangible assets, net 475,466 532,822 Debt investment 711,359 1,530,243 Long-term receivable, net 986,345 - Assets related to discontinued operation-Non current - 2,515,771 TOTAL ASSETS $ 53,287,334 $ 35,481,676 LIABILITIES CURRENT LIABILITIES Accounts payable $ 3,261,785 $ 2,219,301 Accrued expenses and other payables 2,219,258 10,030,538 Advances from customers 223,472 30,559 Convertible notes payables 1,734,044 553,086 Lease liability - current 174,423 179,207 Amounts due to related parties 596,924 8,871 Liability related to discontinued operation - 9,670,541 TOTAL CURRENT LIABILITIES 8,209,906 22,692,103 - NON-CURRENT LIABILITIES Other non-current liabilities 1,088,809 - Lease liability-non-current 30,929 192,754 TOTAL NON-CURRENT LIABILITIES 1,119,738 192,754 TOTAL LIABILITIES $ 9,329,644 $ 22,884,857 - STOCKHOLDER’ EQUITY - Common stock, $ 0.001 par value; 150,000,000 shares authorized; 5,048,328 shares and 611,771 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively* 5,048 612 Additional paid-in capital 271,044,885 237,498,011 Statutory reserve 98,357 98,357 Accumulated deficits ( 223,505,599 ) ( 218,885,534 ) Accumulated other comprehensive loss ( 3,685,001 ) ( 4,248,561 ) Total FUTURE FINTECH GROUP INC. stockholders’ equity 43,957,690 14,462,885 Non-controlling interests - ( 1,866,066 ) TOTAL STOCKHOLDERS’ EQUITY 43,957,690 12,596,819 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 53,287,334 $ 35,481,676 * All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 3 FUTURE FINTECH GROUP INC. CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS For the Years Ended December 31, 2025 2024 Revenue $ 3,829,805 $ 2,114,410 Cost 3,421,485 876,471 Gross profit 408,320 1,237,939 Operating Expenses General and administrative expenses 4,343,383 4,702,662 Stock-based compensation 1,085,000 670,980 Selling expenses 848,313 635,918 Allowance for credit losses/doubtful accounts 28,138,746 28,113,978 Total operating expenses 34,415,442 34,123,538 Loss from operations ( 34,007,122 ) ( 32,885,599 ) Other income (expenses) Interest income 61,807 691,257 Interest expenses ( 128,170 ) ( 107,732 ) Amortization of debt issuance costs ( 20,475 ) - Gain on Debt Restructuring 2,979,948 - Other income (expenses), net 167,758 ( 1,436,931 ) Total other income (expenses), net 3,060,868 ( 853,406 ) Loss from Continuing Operations before Income Tax ( 30,946,254 ) ( 33,739,005 ) Income tax provision - - Deferred income tax - - Loss from Continuing Operations ( 30,946,254 ) ( 33,739,005 ) Discontinued Operations Loss from discontinued operations ( 119,292 ) ( 494,837 ) Gain on disposal of discontinued operations 28,311,547 1,054,155 NET LOSS $ ( 2,753,999 ) $ ( 33,179,687 ) Less: Net Income (Loss) attributable to non-controlling interests of discontinued operations 1,866,066 ( 223,815 ) Less: Net Loss attributable to non-controlling interests of continued operations - - Net loss attributable to Future Fintech Group, Inc. $ ( 4,620,065 ) $ ( 32,955,872 ) Other comprehensive income (loss) Loss from continuing operations $ ( 30,946,254 ) $ ( 33,739,005 ) Foreign currency translation - Continuing Operations 563,560 ( 192,446 ) Comprehensive Loss - Continuing Operations $ ( 30,382,694 ) $ ( 33,931,451 ) Income from discontinued operations $ 28,192,255 $ 559,318 Foreign currency translation - Discontinued Operations ( 187,182 ) 152,884 Comprehensive Income - Discontinued Operations $ 28,005,073 $ 712,202 Comprehensive Loss $ ( 2,377,621 ) $ ( 33,219,249 ) Less: Comprehensive income attributable to non-controlling interests of continuing operations - - Less: Comprehensive income (loss) attributable to non-controlling interests of discontinued operations 1,866,066 ( 223,815 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC. $ ( 4,243,687 ) $ ( 32,995,434 ) Earnings per share: Basic earnings per share from continuing operation $ ( 15.52 ) $ ( 64.49 ) Basic earnings per share from discontinued operation 13.21 1.50 $ ( 2.31 ) $ ( 62.99 ) Diluted Earnings per share: Diluted earnings per share from continuing operation $ ( 15.52 ) $ ( 64.49 ) Diluted earnings per share from discontinued operation 13.21 1.49 $ ( 2.31 ) $ ( 63.00 ) Weighted average number of shares outstanding Basic 1,993,406 523,202 Diluted 1,993,406 524,255 The accompanying notes are an integral part of these consolidated financial statements. F- 4 FUTURE FINTECH GROUP INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Common stock Additional paid-in Statutory Accumulated Accumulative other comprehensive Non-controlling Shares Amount capital reserve Deficits (loss) interests Total Balance at December 31, 2023 445,872 $ 446 $ 233,908,386 $ 98,357 $ ( 185,929,662 ) $ ( 4,094,276 ) $ ( 1,568,207 ) $ 42,415,044 Issuance of common stocks-cash 53,763 54 2,580,588 - - - - 2,580,642 Issuance of common stocks-conversion of debt 59,386 59 624,941 - - - - 625,000 Net loss from continuing operations - - - - ( 33,739,005 ) - - ( 33,739,005 ) Net income from discontinued operations - - - - ( 494,837 ) - - ( 494,837 ) Share-based payments-omnibus equity plan 52,750 53 670,927 - - - - 670,980 Foreign currency translation adjustment - - - - - ( 307,169 ) - ( 307,169 ) Disposition of discontinued operation - - ( 286,831 ) - 1,277,970 152,884 ( 297,859 ) 846,164 Balance at December 31, 2024 611,771 $ 612 $ 237,498,011 $ 98,357 $ ( 218,885,534 ) $ ( 4,248,561 ) $ ( 1,866,066 ) $ 12,596,819 Issuance of common stocks-cash 3,750,000 3,750 29,996,250 - - - - 30,000,000 Issuance of common stocks-conversion of debt 64,687 65 572,681 - - - - 572,746 Issuance of common stocks - Debt Restructuring 110,000 110 470,690 - - - - 470,800 Net loss from continuing operations - - - - ( 30,946,254 ) - - ( 30,946,254 ) Net income from discontinued operations - - - - ( 119,292 ) - - ( 119,292 ) Effect to rounding fractional shares into whole shares upon reverse stock split 10,620 10 ( 10 ) - - - - - Share-based payments-omnibus equity plan 125,000 125 1,084,875 - - - - 1,085,000 Pending Equity Settlement - - 1,282,364 - - - - 1,282,364 Pre-delivery ordinary shares for conversion of convertible notes payables 361,250 361 ( 361 ) - - - - - Commitment Shares for conversion of convertible notes payables 15,000 15 140,385 - - - - 140,400 Foreign currency translation adjustment - - - - - 750,742 - 750,742 Disposition of discontinued operation - - - - 26,445,481 ( 187,182 ) 1,866,066 28,124,365 Balance at December 31, 2025 5,048,328 $ 5,048 $ 271,044,885 $ 98,357 $ ( 223,505,599 ) $ ( 3,685,001 ) $ - $ 43,957,690 All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026. The accompanying notes are an integral part of these consolidated financial statements. F- 5 FUTURE FINTECH GROUP INC. CONSOLIDATED CASH FLOW For the Years Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net loss $ ( 2,753,999 ) $ ( 33,179,687 ) Net income from discontinued operation 28,192,255 559,318 Net loss from continuing operation ( 30,946,254 ) ( 33,739,005 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 95,630 116,018 Loss from disposal of property and equipment 214 60 Amortization of debt issuance costs 20,475 - Amortization 57,035 57,035 Allowance for credit losses/doubtful accounts 28,138,746 28,113,978 Share-based payments 1,085,000 670,980 Gain on Debt Restructuring ( 2,979,948 ) - Interest expenses related to convertible note 73,628 77,363 Changes in operating assets and liabilities: Accounts receivable 846,711 2,637,772 Other receivable ( 27,237,305 ) ( 11,149,714 ) Contract assets ( 1,436 ) - Advances to suppliers and other current assets ( 894,107 ) ( 4,667,096 ) Operating lease assets and liabilities ( 1,455 ) ( 7,248 ) Accounts payable 1,042,484 ( 1,082,415 ) Accrued expenses and other payables ( 2,352,733 ) ( 1,188,847 ) Advances from customers 192,913 ( 273,152 ) Other non-current liabilities 1,088,809 - Net Cash Used in Operating Activities from Continuing Operations ( 31,771,593 ) ( 20,434,271 ) Net Cash Provided by Operating Activities from Discontinued Operations 29,225,270 8,567,715 Cash Flows from Investing Activities: Additions to property and equipment ( 3,720 ) ( 34,056 ) Debt investment 839,997 ( 1,544,580 ) Increase of Financial Products - ( 1,391 ) Payment for loan receivable - ( 140,416 ) Repayment of loan receivable 140,000 - Reserve for business acquisition ( 29,933,296 ) - Net Cash Used in Investing Activities from Continuing Operations ( 28,957,019 ) ( 1,720,443 ) 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 30,000,000 2,580,642 Proceeds received from investors for convertible notes payable of pre-delivery ordinary shares 1,445 - Proceeds from convertible notes payables 1,800,000 - Proceeds from (Payment made for) amounts due from related parties, net 20,000 ( 7,849 ) Repayment of amounts due to related parties, net ( 48,347 ) ( 94,535 ) Net Cash Provided by Financing Activities from Continuing Operations 31,773,098 2,478,258 Net Cash Provided by Financing Activities from Discontinued Operations - - Effect of Exchange Rate Changes on Cash and Restricted Cash 42,297 ( 141,708 ) Net Increase (Decrease) in Cash and Restricted Cash 312,053 ( 11,250,449 ) Cash and Restricted Cash, from the continuing operations beginning of Year 4,765,111 16,093,190 Cash and Restricted Cash at end of Year 5,077,164 4,842,741 Less: Cash and Restricted Cash from the discontinued operations, end of year - 77,630 Cash and Restricted Cash, from the continuing operations end of year $ 5,077,164 $ 4,765,111 Noncash activities Issuance of common stocks for conversion of debts $ 572,746 $ 625,000 Debt settlement by issuance of common stock $ 470,800 $ - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $ - $ 108,454 The accompanying notes are an integral part of these consolidated financial statements. F- 6 FUTURE FINTECH GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR YEARS ENDED DECEMBER 31, 2025 AND 2024 1. CORPORATE INFORMATION Future FinTech Group Inc. (the “Company”) is a holding company incorporated under the laws of the State of Florida. 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. 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 started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024. On March 27, 2025, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment I”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment I, 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 I”). The common stock will continue to be $ 0.001 par value. The Company rounded up the fractional shares that resulted from the Reverse Stock Split I and no fractional shares were issued in connection with the Reverse Stock Split I and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split I. 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 1:00 pm E.T. on April 1, 2025. On September 2, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the shareholders approved the Third Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 6,000,000 to 600,000,000 . On January 8, 2026, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment II”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment II, the Company has authorized and approved a 1-for-4 reverse stock split of the Company’s authorized shares of common stock from 600,000,000 shares to 150,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split II”). The common stock will continue to be $ 0.001 par value. The Company rounded up the fractional shares that resulted from the Reverse Stock Split II and no fractional shares were issued in connection with the Reverse Stock Split II and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split II. 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 1:00 pm E.T. on January 8, 2026. Both of the reverse stock splits described above would be reflected in the Company’s December 31, 2025 and 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. The Company’s functional currency of subsidiaries in China is the Chinese Renminbi (“RMB”). Other subsidiaries outside of China use U.S. Dollar (“USD”), Hong Kong Dollar (“HKD”), Great Britain Pound (“GBP”) and AED (“United Arab Emirates Dirham”) as the functional currency; however, the accompanying consolidated financial statements have been translated and presented in USD. According to US GAAP Accounting Standard Codification (“ASC”) 810-10-15-8, for legal entities other than limited partnerships, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. F- 7 Discontinued Operations On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered. The loss on disposal was $ 45,487.54 . On September 4, 2024, Tianjin Future Private Equity 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 of New York. 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 sale. The gain on disposal was $ 28.26 million. On December 16, 2025, Future Commercial Management (Hainan) Co., Ltd. was disposed of for a consideration of $ 1.4 million (RMB 10.0 million). The gain on disposal was $ 52,749 . 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 its business segments into Trading Commission and Consulting services, Fast-Moving Consumer Goods (“FMCG”), and Supply Chain Financing and Trading. Uses of Estimates in the Preparation of Financial Statements The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual value of property and equipment, impairment of long-lived assets, provision for staff benefits, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s consolidated financial statements. Going Concern The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company incurred operating losses and had negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. The Company’s operating losses from continuing operations amounted to $ 30.95 million, and it had negative operating cash flows from continuing operations of $ 31.77 million for the year ended December 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. F- 8 The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. Impairment of Long-Lived Assets In accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. Fair Value of Financial Instruments The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 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. Level 3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities. 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 valued using quoted market prices. Earnings Per Share Under ASC 260-10, Earnings Per Share , basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period. F- 9 Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants. Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted EPS computation. The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table. For the year ended December 31, 2025: Income (Loss) Shares Pre-share amount Loss from continuing operations attributable to Future Fintech Group, Inc. $ ( 30,946,254 ) 1,993,406 $ ( 15.52 ) Income from discontinued operations attributable to Future Fintech Group, Inc. $ 26,326,189 1,993,406 $ 13.21 Basic and Diluted EPS: Loss to common stockholders from continuing operations $ ( 30,946,254 ) 1,993,406 $ ( 15.52 ) Income available to common stockholders from discontinued operations $ 26,326,189 1,993,406 $ 13.21 For the year ended December 31, 2024: Income (Loss) Shares Pre-share amount Loss from continuing operations attributable to Future Fintech Group, Inc. $ ( 33,739,005 ) 523,202 $ ( 64.49 ) Income from discontinued operations attributable to Future Fintech Group, Inc. $ 783,133 523,202 $ 1.50 Basic EPS: Loss to common stockholders from continuing operations $ ( 33,739,005 ) 523,202 $ ( 64.49 ) Income available to common stockholders from discontinued operations $ 783,133 523,202 $ 1.50 Diluted EPS: Warrants - 1,053 - Diluted income 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. $ ( 33,739,005 ) 524,255 $ ( 64.49 ) Diluted income per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations $ 783,133 524,255 $ 1.49 F- 10 Cash and Cash Equivalents Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. Deposits in banks in the PRC are only insured by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD 800,000 , 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 failure, causing loss to the Company, is remote. Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash and cash equivalents in the consolidated statements of cash flows. Receivable and Credit Losses Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. The Company has a policy of reserving for uncollectible 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 maintains an allowance for potential bad debts if required. Other receivables, and loan receivables are recognized and carried at the initial amount when occurred less an allowance for credit losses. 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 receivables. Allowances for credit losses are maintained for expected credit losses resulting from the Company’s customers’ inability to make required payments. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance is classified as “Allowance for credit losses/doubtful accounts” in the consolidated statements of comprehensive 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 necessary. Direct write-offs are taken in the period when 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 terms and corresponding all its accounts receivable as of December 31, 2025. Allowance for credit losses on accounts receivable amounted to $ 650,202 and $ 2,785 as of December 31, 2025 and 2024, respectively. Accounts receivable of $ 1.07 million and $ 1.15 million have been outstanding for over 90 days as of December 31, 2025 and 2024, respectively. Allowance for credit losses on other receivables amounted to $ 522,406 and $ 9,519,301 as of December 31, 2025 and 2024, respectively. Allowance for credit losses on advances to suppliers amounted to $ 2,577,629 and $ 3,537,434 as of December 31, 2025 and 2024, respectively. Revenue Recognition The Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. The Company does not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax. F- 11 Revenue recognition is as follows: Sales of fast-moving consumer goods The Company operates an e-commerce platform specializing in fast-moving consumer goods. For sales transacted through the Company’s online stores in mainland China, the standard return policy permits customers to return eligible products within seven days of purchase. Historically, customer returns were immaterial. Revenue from sales of fast-moving consumer goods was $ 3,259,845 and $ 25,537 during the years ended December 31, 2025 and 2024, respectively. Provision of trading commission and consulting services The Company provides stock trading services and charges commission and service fees. The Company recognizes revenue when such services are rendered to customers. Additionally, the Company generates revenue from financial advisory services, which primarily consist of fees from private equity placements and initial public offerings for its customers. These services are customized with no alternative use. For projects where the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time when contract obligations have been performed. For such arrangements, the Company uses the input method to recognize revenue, based on the ratio of actual costs incurred to the total estimated costs for the contract. For consulting projects where the Company does not have an enforceable right to payment for performance completed to date, revenue is recognized at the point in time the projects are completed and accepted by customers. Revenue from provision of trading commission and consulting services was $ 568,611 and $ 1,131,165 during the years ended December 31, 2025 and 2024, respectively. Revenue from supply chain financing/trading 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. Revenue from supply chain financing/trading was $ 1,349 and $ 957,708 during the years ended December 31, 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 assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive loss. The Company estimated that the residual value of the Company’s property and equipment ranges from 3 % to 5 %. Property 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 Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and comprehensive income in other income or expenses. Intangible Assets Acquired intangible assets are recognized based on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s book. These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would use if they were pricing the intangible asset. The useful life of the Company’s intangible assets is 5 - 10 years, which is determined by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows. F- 12 Foreign Currency and Other Comprehensive Income (Loss) The financial statements of the Company’s foreign subsidiaries 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 the historical exchange rate. The exchange rate the Company used to convert RMB to USD was 7.03 :1 and 7.19 :1 at the balance sheet dates of December 31, 2025 and 2024, respectively. The average exchange rate for the period has been used to translate revenues and expenses. The average exchange rates the Company used to convert RMB to USD were 7.14 :1 and 7.12 :1 for the years ended December 31, 2025 and 2024, respectively. The exchange rate the Company used to convert HKD to USD was 7.78 :1 and 7.76 :1 at the balance sheet dates of December 31, 2025 and 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 7.80 :1 for the years ended December 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 as operating expenses in “Other income” in the consolidated statements of operations and comprehensive loss 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. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. Short-term investments Short-term investments consist primarily of investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and other investments that the Company has the intention to redeem within one year. Fair valued or carried at amortized costs. As of December 31, 2025 and 2024, the short-term investments amounted to $ 1,423 and $ 1,391 , respectively. Long-term investments Long-term investments consist primarily of investments in debt investments with original maturities between three years and more. Fair valued or carried at amortized costs. As of December 31, 2025 and 2024, the long-term investments amounted to $ 711,359 and $ 1,530,243 , respectively. During the year ended December 31, 2025, the Company has collected repayment of $ 818,884 (RMB 6.0 million) of the December 31, 2024 debt investment balance. The Company did not recognize an impairment for its long-term investment as all the debt investments are deemed collectible. F- 13 Lease The Company follows ASU No. 2016-02, Leases (Topic 842), or ASC 842. The Company determines if an arrangement is a lease or contains a lease at lease inception. 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 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 certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when the Company is reasonably certain not to exercise those options. Share-based compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. New Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU requires entities to 1. disclose 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 expense. 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 ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard 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 plans to adopt this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements. In November 2024, the FASB issued ASU No. 2024-04, “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. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. Early adoption is permitted. The Company adopted this guidance effectively January 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. 2025-03, “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 January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements. F- 14 In May 2025, the FASB issued ASU No. 2025-04, “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 customer. 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. The standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company plans to adopt this guidance effective January 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. 2025-05, “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 adopted this guidance effectively January 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The purpose of this update is to improve the clarity and organization of interim reporting guidance and to enhance the disclosure requirements applicable to interim financial statements. ASU 2025-11 does not change the fundamental principles of interim reporting but clarifies the scope and presentation of required disclosures. A public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2027. An entity other than a public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2028. The Company plans to adopt this guidance effective January 1, 2028 and the Company is currently evaluating the impact of adopting this ASU on its financial statements. The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial statements. 3. ACCOUNTS RECEIVABLE, NET Accounts receivable, net, consist of the following: December 31, December 31, 2025 2024 Supply Chain Financing/Trading $ 360,053 $ 1,984,893 Trading Commission and Consulting services 244,244 104,069 Fast-Moving Consumer Goods 939 - Total accounts receivable, net $ 605,236 $ 2,088,962 The following table sets forth the Company’s concentration of accounts receivable, net of specific allowances for credit losses. December 31, December 31, 2025 2024 Debtor A 39.5 % 34.6 % Debtor B 27.8 % 19.0 % Debtor C 20.0 % 17.8 % Total accounts receivable, net 87.3 % 71.4 % F- 15 4. OTHER RECEIVABLES, NET Other receivables, net, consist of the following: December 31, December 31, 2025 2024 Other receivables (1) $ 9,373,193 $ 9,619,490 Receivable for prepaid purchases (2) 570,400 - Unsettled stocks 860,195 687,813 Interest receivable 19,260 - Others 57,929 352,265 Total other receivables, net $ 10,880,977 $ 10,659,568 (1) Other receivables consist mainly of: 1) the loan amount to Future Commercial Management (Hainan) Co., Ltd., (“Future Hainan”), which was a subsidiary until December 16, 2025. On December 12, 2025, the Company entered into a “Loan agreement” with Future Hainan, pursuant to which the Company loaned an amount of $ 9.37 million (RMB 65.88 million) to Future Hainan at the annual interest rate of 5 %. As of December 31, 2025, the balance of other receivables was $ 9.37 million. (2) Receivable for prepaid purchases has been reclassified from “Advance to Suppliers” due to the cancellation of purchase transactions. 5. INVESTMENT FUNDS As of December 31, 2025, the balance of investment funds was $ 30.41 million. The amount pertains of funds held in escrow with a third party for future business acquisitions. As of the date of this report, the acquisition transaction has not closed. 6. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS, NET The amount of advances to suppliers and other current assets, net consisted of the following: December 31, December 31, 2025 2024 Prepayments for Supply Chain Financing/Trading $ 3,222,747 $ 4,351,414 Prepaid expenses 373,243 34,867 Others 184,906 47,414 Total advances to suppliers and other current assets, net $ 3,780,896 $ 4,433,695 F- 16 7. LOAN RECEIVABLES As of December 31, 2025, the balance of loan receivables was $ nil . As of December 31, 2024, the balance of loan receivables was $ 139,113 . 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 $ 139,113 (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 $ 139,113 . The loan was repaid on January 24, 2025. 8. LEASES The Company’s non-cancellable operating leases consist of leases for office space. The Company is the lessee under the terms of the operating leases. For the year ended December 31, 2025, the operating lease cost was $ 0.22 million. The Company’s operating leases have remaining lease terms of approximately 17 months. As of December 31, 2025, the weighted average remaining lease term and weighted average discount rate were 1.40 years and 4.90 %, respectively. Maturities of lease liabilities were as follows: Operating As of December 31, 2025 Lease From January 1, 2026 to December 31, 2026 $ 178,762 From January 1, 2027 to December 31, 2027 31,252 Total $ 210,014 Less: amounts representing interest $ 4,662 Present Value of future minimum lease payments 205,352 Less: Current obligations 174,423 Long-term obligations $ 30,929 The Company leases office space and equipment under various short-term operating leases. As permitted by ASC 842, the Company has elected the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet. Short-term leases cost was nil for the year ended December 31, 2025. F- 17 9. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, December 31, 2025 2024 Office equipment, fixtures and furniture $ 50,984 $ 50,866 Vehicle 393,593 384,854 Leasehold improvements 63,755 62,339 Subtotal 508,332 498,059 Less: accumulated depreciation ( 357,344 ) ( 258,767 ) Less: Impairment ( 1,084 ) ( 1,059 ) Total property and equipment, net $ 149,904 $ 238,233 Depreciation expense included in general and administration expenses for the years ended December 31, 2025 and 2024 was $ 95,630 and $ 116,018 , respectively. 10. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: December 31, December 31, 2025 2024 Trading rights of license plates $ 128,503 $ 128,824 System and software 627,987 628,131 Subtotal 756,490 756,955 Less: accumulated amortization ( 281,024 ) ( 224,133 ) Total intangible assets, net $ 475,466 $ 532,822 Amortization expense included in general and administration expenses for the years ended December 31, 2025 and 2024 was $ 57,035 and $ 57,035 , respectively. F- 18 The estimated future amortization is as follows: As of December 31, 2025 Estimated amortization expense From January 1, 2026 to December 31, 2026 $ 57,035 From January 1, 2027 to December 31, 2027 57,035 From January 1, 2028 to December 31, 2028 57,035 From January 1, 2029 to December 31, 2029 57,035 From January 1, 2030 to December 31, 2030 57,035 Thereafter 61,788 Total $ 346,963 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 $ 128,503 and $ 128,824 . 11. ACCOUNT PAYABLES The amount of account payables consisted of the following: December 31, December 31, 2025 2024 Trading Commission and Consulting services payment $ 3,166,682 $ 1,872,298 Fast-Moving Consumer Goods payment 95,103 - Supply Chain Financing/Trading payment - 347,003 Total account payables $ 3,261,785 $ 2,219,301 12. ACCRUED EXPENSES AND OTHER PAYABLES The amount of accrued expenses and other payables consisted of the following: December 31, December 31, 2025 2024 Legal fees and other professionals $ 917,148 $ 64,488 Wages and employee reimbursement 55,058 212,028 Provision for legal cases - 8,625,308 Accruals 821,913 715,061 Others 425,139 413,653 Total accrued expenses and other payables $ 2,219,258 $ 10,030,538 F- 19 In January 2021, FT Global Capital, Inc. (“FT Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia. 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, 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 . On June 17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which the company is required to pay FT Global an aggregate amount of $ 4.0 million over an 18-month period. For the fiscal year ended December 31, 2024 and 2025, the Company paid $ 1.97 million and $ 1.85 million, respectively, towards accrued expenses and other payables. 13. CONVERTIBLE NOTES PAYABLE The amount of convertible notes payable consisted of the following: December 31, December 31, 2025 2024 Beginning $ 553,086 $ 1,100,723 Addition 1,696,748 - Interest expenses 73,628 77,363 Conversion ( 589,418 ) ( 625,000 ) Balance $ 1,734,044 $ 553,086 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 $ 9.088 per share of Common Stock. The Note was unsecured. On the date thereof, the Company shall reserve 125,000 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”). The lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares were 59,386 shares, amount $ 625,000 , at a price of $ 10.524 per share in 2024. Lender redemption conversion shares were 15,301 shares, amount $ 140,658 , at a price of $ 9.193 per share and 49,385 shares, amount of $ 448,759 , at a price of $ 9.087 per share in January and September 2025, respectively. As of December 31, 2025, the balance of this convertible notes payable was $ nil . 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”). On September 15, 2025, the Company issued 15,000 of the Company’s Common Stock to the Investor as a commitment fee (the “Commitment Shares”). All Pre-Paid Purchases will have an 8 % original issue discount (“OID”), and will bear an interest rate of 8 % per annum. On 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. F- 20 Concurrently, on September 22, 2025, the Company issued 361,250 Common Stock (the “Pre-Delivery Shares”) according to the agreement with the Investor at par value $ 0.001 per share. 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 are 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 is eligible for a scope exception from derivative accounting in accordance with ASC 815-10-15-74 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 the convertible note payable II of $ 304,400 as a direct deduction from the face amount of the Convertible Loan II in accordance with ASC 835-30-45-1A. 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 December 31, 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 $ 1,734,044 , with a carrying value of $ 1,964,000 , net of deferred financing costs of $ 229,956 was recorded in the consolidated balance sheets. The amortization of debt issuance costs was $ 20,475 for the year ended December 31, 2025. As of December 31, 2025, the Company issued a total of 376,250 Common Stock to the Investor, including 15,000 Common Stock as Commitment Shares and 361,250 Common Stock as the Pre-Delivery Shares. 14. RELATED PARTY TRANSACTION As of December 31, 2025, the amounts due to related parties were consisted of the following: Name Amount Relationship Note Shanchun Huang $ 596,924 Controlling shareholder Repayment debt on behalf of the Company and payment on demand Total $ 596,924 As of December 31, 2024, the amount due from related parties was consisted of the following: Name Amount Relationship Note Hu Li $ 20,000 Chief Executive Officer of the Company Loan receivables*, interest free and payment on demand. Total $ 20,000 * The related party transactions have been approved by the Company’s Audit Committee. F- 21 As of December 31, 2024, the amount due to related parties was consisted of the following: Name Amount Relationship Note Ming Yi $ 8,871 Former Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand. Total $ 8,871 15. INCOME TAX The Company is incorporated in the United States of America and is subject to United States federal taxation. The applicable tax rate is 21 % in 2025 and 2024. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the years ended December 31, 2025 and 2024. For the years ended December 31, 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 year ended December 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 for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical. The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested. The Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes . Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, the Company has not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008. Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 25 % on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions. The tax rate for pre-tax profits below RMB 1 million is 2.5 %; the tax rate for pre-tax profits between RMB 1 million to RMB 3 million is 10 %. E-Commerce Tianjin, Future Supply (Chengdu) Co., Ltd. and Future Big Data (Chengdu) Co., Ltd. were subject to an enterprise income tax rate of 2.5 % and 10 %. Other subsidiaries and VIE were subject to an enterprise income tax rate of 25 %. F- 22 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 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: December 31, 2025 December 31, 2024 Loss before taxation $ ( 30,946,254 ) $ ( 33,739,005 ) PRC statutory tax rate 25 % 25 % Computed expected benefits ( 7,736,564 ) ( 8,434,751 ) Others, primarily the differences in tax rates ( 1,191,035 ) ( 2,360,704 ) Deferred tax assets losses not recognized 8,927,599 10,795,455 Total $ - $ - 16. SHARE BASED COMPENSATION On March 10, 2025, the Compensation Committee of the Board of Directors of the Company granted 125,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s 2024 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 $ 8.68 on March 10, 2025, the Company recorded an expense of $ 1.09 million in the first quarter of fiscal year 2025. As of March 10, 2025, the Shares have been issued to the Grantees. On October 4, 2024, the Compensation Committee of the Board of Directors of the Company granted 52,750 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 $ 12.72 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. 17. COMMON STOCK 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 the Company’s common stock and a warrant to purchase 1 share of the Company’s 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 the Company’s Common Stock and warrants to purchase up to an aggregate of 421,053 shares of the Company’s 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 the Company’s 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 is not exercisable until June 24, 2021. As of December 31, 2024, outstanding warrants have 42,108 shares of the Company’s Common Stock. Warrants after 1-for-10 reverse stock split in 2025 and 1-for-4 reverse stock split in 2026 were 1,053 shares with an exercise price of $ 95 per share. All outstanding warrants have expired as of December 31, 2025. Underlying Weighted Average Exercise Weighted Average Term Shares Price (Years) Options outstanding at December 31, 2024 1,053 $ 95.0 1.00 Granted - - - Forfeited 1,053 95.0 - Cancelled - - - Options outstanding at December 31, 2025 - $ - - Options exercisable at December 31, 2025 - $ - - 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 53,764 shares of its common stock, par value $ 0.001 per share at a purchase price of $ 48 per share, for aggregate net proceeds to the Company of $ 2,580,644 . On January 18, 2024, the Company issued 53,764 shares of common stock pursuant to this Agreement. F- 23 Common stocks issued in connection with the convertible notes On December 27, 2023, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $ 1,100,000 . On July 3, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 3,416 , amount $ 50,000 , at a price of $ 14.637 per share. On July 18, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 5,428 , amount $ 75,000 , at a price of $ 13.817 per share. On August 26, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 10,208 , amount $ 100,000 , at a price of $ 9.796 per share. On October 24, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 9,766 , amount $ 100,000 , at a price of $ 10.24 per share. On November 11, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 9,766 , amount $ 100,000 , at a price of $ 10.24 per share. On November 14, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 9,846 , amount $ 100,000 , at a price of $ 10.156 per share. On December 18, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 10,955 amount $ 100,000 , at a price of $ 9.128 per share. On January 7, 2025, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 10,721 , amount $ 100,000 , at a price of $ 9.327 per share. On January 24, 2025, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 4,581 , amount $ 40,658 , at a price of $ 8.875 per share. On September 10 and 11, 2025, that Lender elected to redeem the entire balance of the Note through the issuance of 49,835 redemption conversion shares, at a price of $ 9.005 per share, for a total redemption amount of $ 448,759 . F- 24 18. STATUTORY RESERVES AND RESTRICTED NET ASSETS PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10 % of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. The restriction amounted to $ 25.36 million (RMB 176.10 million) as of December 31, 2025. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company. 19. DISCONTINUED OPERATIONS On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered. The loss on disposal was $ 45,487.54 . On September 4, 2024, Tianjin Future Private Equity 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 of New York. 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 sale. The gain on disposal was $ 28.26 million. On December 16, 2025, Future Commercial Management (Hainan) Co., Ltd. was disposed of for a consideration of $ 1.4 million (RMB 10.0 million). The gain on disposal was $ 52,749 . Income from discontinued operations for the years ended December 31, 2025 and 2024 was as follows: For the Years ended December 31, 2025 2024 REVENUES $ 43,585 $ 43,715 COST OF REVENUES 12,816 9,637 GROSS PROFIT 30,769 34,078 OPERATING EXPENSES: General and administrative expenses 32,072 1,510,233 Research and development expenses - 312,865 Selling expenses 11,430 - Allowance for (Net recovery of) credit losses / doubtful accounts 514,798 ( 763,539 ) Total operating expenses 558,300 1,059,559 OTHER INCOME (EXPENSE) Interest income 413,001 413,695 Interest expense - - Other income (expense) ( 4,762 ) 116,949 Total other income 408,239 530,644 Loss from discontinued operations before income tax ( 119,292 ) ( 494,837 ) Income tax provision - - Loss from discontinued operations before non-controlling interest ( 119,292 ) ( 494,837 ) Gain on disposal of discontinued operations 28,311,547 1,054,155 Less: net income (loss) attributable to non-controlling interests 1,866,066 ( 223,815 ) INCOME FROM DISCONTINUED OPERATIONS $ 26,326,189 $ 783,133 F- 25 The major components of assets and liabilities related to discontinued operations are summarized below: December 31, 2025 December 31, 2024 Cash and cash equivalents $ - $ 77,630 Other receivables, net - 613,922 Advances to suppliers and other current assets, net - 540,582 Loan receivables 6,955,651 Property and equipment, net - 2,360,961 Right of use assets - operating lease - 154,810 Total assets related to discontinued operations $ - $ 10,703,556 Accrued expenses and other payables $ - $ 9,486,695 Amount due to related parties - 29,036 Lease liability - operating lease - 154,810 Total liabilities related to discontinued operations $ - $ 9,670,541 20. SEGMENT REPORTING In its operation of the business, management, including the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer , reviews certain financial information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP. The Company operates in three segments starting in fiscal 2021: “supply chain financing service and trading business” and “others”. As described in Note 17. DISCONTINUED OPERATIONS, certain subsidiaries were sold, dissolved or deregistered, resulting in material changes to the Company’s business operations. Consequently, the Company has reorganized its operations into the following three reportable segments: (1) Fast-Moving Consumer Goods (FMCG), (2) Trading Commission and Consulting services and (3) supply chain financing service and trading business. The Company began to provide supply chain financing services during the second quarter of 2021. The Company began to provide sand and steel supply chain financing services during the first quarter of 2023. The Company began to provide brokerage services in October 2023. During the last quarter of fiscal year 2024, the Company commenced operations in the Fast-Moving Consumer Goods (FMCG) sector. Some of the Company’s operations might not individually meet the quantitative thresholds for determining reportable segments and the Company determines the reportable segments based on the discrete financial information provided to the chief operating decision maker. The chief operating decision maker evaluates the results of each segment in assessing performance and allocating resources among the segments. Since there is an overlap of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments. Therefore, operating expenses and asset information by segment are not presented. Segment profit represents the gross profit of each reportable segment. F- 26 For the year ended December 31, 2025 Fast-Moving Consumer Goods Trading Commission and Consulting services Supply Chain Financing/ Trading Total Reportable segment revenue $ 3,259,845 $ 568,611 $ 1,349 $ 3,829,805 Inter-segment loss - - - - Revenue from external customers 3,259,845 568,611 1,349 3,829,805 Segment gross profit $ 33,144 $ 373,829 $ 1,347 $ 408,320 For the year ended December 31, 2024 Fast-Moving Consumer Goods Trading Commission and Consulting services Supply Chain Financing/ Trading Total Reportable segment revenue $ 25,537 $ 1,131,165 $ 957,708 $ 2,114,410 Inter-segment loss - - - - Revenue from external customers 25,537 1,131,165 957,708 2,114,410 Segment gross profit $ 138 $ 1,074,048 $ 163,753 $ 1,237,939 Loss before Income Tax: For the Years Ended December 31, 2025 2024 Supply Chain Financing/Trading $ 233 $ 3,629,218 Fast-Moving Consumer Goods 561,911 96,718 Trading Commission and Consulting services 2,139,466 2,266,520 Corporate and Unallocated 28,652,964 28,984,488 Total operating expenses and other expenses 31,354,574 34,976,944 Loss before income tax $ ( 30,946,254 ) $ ( 33,739,005 ) Segment assets as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Supply Chain Financing/Trading $ 2,969,945 $ 13,860,708 Fast-Moving Consumer Goods 379,700 302,791 Trading Commission and Consulting services 5,584,242 2,556,543 Corporate and Unallocated 44,353,447 8,058,078 Assets related to discontinued operations - 10,703,556 Total assets $ 53,287,334 $ 35,481,676 F- 27 21. DEBT RESTRUCTURING During the year ended December 31, 2025, the Company entered into troubled debt restructurings with FT Global (“the Creditor”) due to financial difficulties. On June 17, 2025, the Company entered into a settlement and forbearance agreement (“the Agreement”) with FT Global. Pursuant to the Agreement, the company was required to pay an aggregate settlement amount of $ 4.0 million and issue a total of 425,000 shares of common stock, among which, (i) $ 0.5 million was paid no later than June 20, 2025, (ii) $ 1.0 million, $ 1.3 million and $ 1.2 million shall be paid within six months, twelve months and eighteen months after signing of the Agreement, respectively, (iii) 15,000 shares and 85,000 shares of common stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 162,500 shares and 162,500 shares of common stock shall be issued no earlier than six months and twelve months following the agreement’s effective date, respectively. As of December 31, 2025, a total of 110,000 shares of common stock had been issued and an aggregate amount of $ 1.85 million had been repaid to the Creditor. The Company derecognized the amount previously due to FT Global, and recognized the present value of total settlement amount including the above-mentioned cash payments and common stocks in paid-in capital and other payables on the consolidated balance sheets. Upon the debt restructurings, the Company recognized a gain of $ 3.07 million which was recorded as gain on debt restructuring on the consolidated statement of operations and comprehensive loss. 22. COMMITMENTS AND CONTINGENCIES Shareholders Lawsuit (LaBelle and Janzen) The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company, Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. Huang has denied the allegations of trading before he became CEO. Plaintiff claims that these alleged misstatements caused the Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed. The lead plaintiff and lead counsel were appointed in September 2024. The Company was served in September 2024, and the Plaintiff is currently seeking substituted service on the individual defendants. Once the service is resolved, the Plaintiff is expected to file an amended complaint, which the Company and other defendants intend to move to dismiss. The Janzen action is a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action. 23. RISKS AND UNCERTAINTIES PRC Regulations There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing the Company’s business and the enforcement and performance of the Company’s arrangements with customers in certain circumstances. The Company is considered foreign persons or foreign funded enterprises under PRC laws and, as a result, the Company is required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. The Company cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on the Company’s business. Customer concentration risk For the year ended December 31, 2025, two customers accounted for 16.42 % and 10.59 % of the Company’s total revenue, respectively. For the year ended December 31, 2024, two customers accounted for 36.60 % and 13.85 % of the Company’s total revenues, respectively. Vendor concentration risk For the year ended December 31, 2025, two vendors accounted for 60.70 % and 33.52 % of the Company’s total purchases, respectively. For the year ended December 31, 2024, one vendor accounted for 88.87 % of the Company’s total purchases. 24. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of the issuance of the consolidated financial statements and did not identify any subsequent events except those disclosed above that would have required adjustment or disclosure in the financial statements. F- 28