What changed in this filing

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Item 1. Business

2019-04-02 compared with 2017-11-24 · 171 added, 45 removed, 2 unchanged (99% of the section changed)

used in this Annual Report, references to “the Company”, “Fortune Valley Treasures, Inc.

(formerly Crypto-Services,

Inc.)”, “FVTI”, “we”, “our”, “ours”

and “us”

refer to Fortune

Valley Treasures, Inc.

(formerly Crypto-Services, Inc.)., unless otherwise indicated.

In addition, references to our “financial

statements”

are to our consolidated financial statements except as the context otherwise requires.

prepare our financial statements in United States dollars and in accordance with generally accepted accounting principles as applied

in the United States, referred to as U.S.

In this Annual Report, references to “$”

and “dollars”

are to United States dollars.

Valley Treasures, Inc.

(formerly Crypto-Services, Inc.) was incorporated in the State of Nevada as a for-profit company on March

21, 2014 and established a fiscal year end of August 31.

We are a development-stage Company established to offer an information

based website at www.digitalcoindaily.com that would provide users with up-to-date information on the leading digital currencies.

We purchased the URL www.digitalcoindaily.com and plan to launch a website to provide daily news and updates for users of digital

Some of the information we intend to provide included:

information on the major digital currency exchanges including

their current exchange rates, fee structures and volumes;

news on major legal developments surrounding digital currencies, adoption

of digital currencies by major retailers and other institutions and development of new hardware and software targeted at servicing

digital currency users.

We plan to generate revenue by advertising and referral fees.

Company has one employee, the Company’s President, Secretary and Treasurer, who was Xinlong Shen from August 3, 2016 to

December 14, 2016.

He has been replaced by Yumin Lin since December 14, 2016.

They work on a full time basis for the Company.

Corporate Information

principal executive office is located at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen, China.

of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will

file with or furnish to the SEC will be available free of charge by sending a written request to our Corporate Secretary at our

corporate headquarters.

Additionally, the documents we file with the SEC is or will be available free of charge at the SEC’s

Public Reference Room at 100 F Street, NE, Washington D.C.

Other information on the operation of the Public Reference Room

is or will be available by calling the SEC at (800) SEC-0330.

Risk Factors.

reporting companies are not required to provide the information required by this item.

(“FVTI”

the “Company”) , formerly Crypto-Services, Inc.

(“CRYT”), was incorporated

in the State of Nevada on March 21, 2014.

We were initially incorporated to offer users with up-to-date information on digital

currencies worldwide online.

July 22, 2015, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State

changing its name from Crypto-Services, Inc.

to Fortune Valley Treasures, Inc.

previously reported in a Current Report on Form 8-K filed on December 14, 2016, we entered into a Sale and Purchase Agreement

(the “Original Agreement”) with DaXingHuaShang Investment Group Limited (“DIGL”) and its

shareholders, Mr.

Yumin Lin, Gaosheng Group Co., Ltd.

and China Kaipeng Group Co., Ltd.

to acquire 100% of the shares and

assets of DIGL, a company incorporated under the laws of the Republic of Seychelles.

Pursuant to the Original Agreement, FVTI

had agreed to issue Three Hundred Million (300,000,000) shares of common stock of FVTI to the existing stockholders of DIGL to

acquire 100% of the shares of DIGL.

December 14, 2016, in anticipation of the reverse merger between the Company and DIGL, Shen Xinlong resigned from the position

of President, Secretary and Treasurer but remained on the Board as a Director.

Additionally, the Company announced the appointment

Yumin Lin to the Board of Directors, and as President, Secretary and Treasurer.

April 11, 2018, the Company entered into a termination agreement (“Termination Agreement”) with DIGL, terminating

the Original Agreement and all transactions contemplated under the Original Agreement.

April 11, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) to acquire 100% of the outstanding

equity securities of DIGL.

Pursuant to the Agreement, the Company agreed to issue 300 million (300,000,000) shares of common stock,

par value $0.001 of the Company to the existing stockholders of DIGL to acquire 100% outstanding equity securities of DIGL (the

“Share Exchange”).

The Share Exchange closed on April 19, 2018

following the Share Exchange, the business of DIGL became our business.

DIGL is engaged in the business of retail and wholesale

of imported wine products in China.

We now own all of the issued and outstanding shares of DIGL, which owns all of the equity

capital of DaXingHuaShang Investment (Hong Kong) Limited, Qianhai DaXingHuaShang Investment (Shenzhen) Co.

Ltd., and Dongguan

City France Vin Tout Ltd.

March 1, 2019, we executed a Sale and Purchase Agreement (the “SP Agreement”) to acquire 100% of the shares and assets

of Jiujiu Group Stock Co., Ltd.

(“JJGS”), a company incorporated under the laws of the Republic of Seychelles.

transaction contemplated in the SP Agreement was closed on March 1, 2019.

Pursuant to the SP Agreement, the Company has issued one hundred (100) shares of

the Company’s common stock to JJGS to acquire 100% of the shares and assets of JJGS for a cost of US$150 reflecting the

value of the rights, titles and interests in the business assets and all attendant or related assets of JJGS.

Both parties agreed

that this share issuance by the Company represents payment in full of US$150.

Upon Closing, JJGS became the Company’s wholly

owned subsidiary.

We now own all of the issued and outstanding shares of JJGS, which owns all of the equity capital of Jiujiu

(HK) Industry Ltd.

and Jiujiu (Shenzhen) Industry Ltd.

Currently, JJGS ,

Jiujiu (HK) Industry Ltd.

and Jiujiu (Shenzhen) Industry Ltd.

do not have any operations or active business, nor do they have

we are engaged in the retail and wholesale wine product business in Dongguan City, Guangdong Province.

office is located at No.10 of Tuanjie 2nd Road, Beice, Humen, Dongguan, 518000, China.

Our telephone number is:

offer a variety of wines such as dry red wine, dry white wine, rosé

wine, and sweet wine.

sell about 40 different brands of wine, most of which are imported from France and Spain.

a list of the most popular products we are selling—

put significant efforts in developing and promoting our brand name in different regions of China.

We adopt two sales models–

wholesales to distributors and bulk sales to customers.

We diversify our portfolio of distributors to maximize our sales turnover

and profits in general.

Our distributors include stores, wine shops, regional non-exclusive agents and regional exclusive

There are 151 regional exclusive agents and regional non-exclusive agents authorized to sell our products

throughout China.

For regional exclusive agents, our company grants them exclusive distribution rights in certain geographical

For non-exclusive agents, we serve as their supplier and they purchase our products at a higher price than the

regional exclusive agents do.

seven years of development, we have cultivated business relationships and achieved recognitions with different organizations

over the years, which has improved our business and management efficacy.

Specifically, we have been collaborating with

Shenzhen Institute of Tsinghua University since 2011, who has been helping us develop innovative management model, operating

model and franchising model.

Our Company has been a member of Guangdong Provincial Liquor Industry Association since 2011

and was awarded “Excellent Marketing Agency of the Year”

located in Humen Town, Dongguan City.

It is a six-floor building containing a total floor area of 1200 square meters.

We use the first floor exclusively for displaying our sample products.

We use the remaining five floors as our Company’s

conference room, offices and storage.

Our friendly and knowledgeable staff members on the first floor strive to cultivate long-term

relationships with customers, helping them make informed purchase decisions.

Our business plan

is to extend our market shares through acquiring quality wine producers and wine importers.

Through such business

plan, we believe:

(i) we can increase our customer base and obtain more wine supply channels;

(ii) such acquisitions will help

us obtain more skilled employees and business connections in the Chinese wine industry.

consider following factors when evaluating quality acquisition targets:

(i) the costs involved in an acquisition;

(ii) the financial

performance of the target;

(iii) the reputation of the target in the wine industry;

(iv) the target’s existing customer

(v) the target’s suppliers;

(vi) the expertise and experience of the target’s employees;

and (vii) the wine

cellar management and inventory condition of the target.

management believes that successful acquisitions will bring synergies to our business and enhance our shareholders’

operate our business in China under a legal regime consisting of the National People’s Congress, which is the country’s

highest legislative body, the State Council, which is the highest authority of the executive branch of the PRC central government,

and several ministries and agencies under its authority, including the Ministry of Industry and Information Technology, State

Administration For Industry & Commerce, State Administration of Taxation and their respective local offices.

summarizes the principal PRC regulations related to our business.

Order 21 of 2015

Food Safety Law is the foundational law and the most important food safety law for alcoholic products in China.

A great majority

of wine regulations are drafted in conformity to the requirements of this law.

Order 144 of 2011

for Administration of Imported/Exported Food Safety

rule oversees the safety of imported and exported food.

Order 16 of 2015

for Administration of Food Production Licensing

rule requires all food producers in China to procure a production license.

Order 27 of 2012

Administrative

Provisions on Inspections and Supervisions of Labeling of Imported/Exported Pre-packaged Foods

rule provides guidelines that governs all pre-packaged foods.

Order 55 of 2012

Administrative

Provisions on Filing of Importers and Exporters of Imported Foods

rule provides the guidelines for imported food inspection procedures, including investigation

of food importers and exporters, tracking of the source and flow of imported foods and

handling of imported food safety inspections.

Order 55 of 2012

Administrative

Provisions on Recording of Import and Marketing of Imported Foods

rule governs the domestic circulation of imported food.

for Administration of Imported Alcohol in Domestic Market

rule governs the administrative procedure involved in regulating imported alcohol in Chinese market, promulgated by a variety

of Chinese agencies such as the State Economic and Trade Commission, the State Administration for Industry and Commerce, and

the Customs General Administration.

Notice on Dec 23 2004

for Inspection on Production Licensing of Wines and Fruit Wines

is a rule setting up the inspection procedures on production licensing of wines and fruit wines.

Order 78 of 2005

Indication Product Protection Regulation

is a regulation that protects China’s geographical indication products.

It regulates the use of geographical indication

product names and trademarks while safeguarding the quality of geographical indication products.

of our intellectual property is a strategic priority for our business.

We rely primarily on a combination of trademark and trade

secret laws to establish and protect our proprietary rights.

We do not rely on third-party licenses of intellectual property for

use in our business.

We currently have

two registered trademarks in China.

Our current Chinese trademarks will expire in 2022.

of April 2, 2019, the Company has 18 full time employees.

All employment contracts comply with PRC law.

The Company believes

its relationship with its employees is good.

YOU CAN FIND MORE INFORMATION

registrant is subject to the requirements of the Exchange Act, and files reports, proxy statements and other information with

You may read and copy these reports, proxy statements and other information at the public reference room maintained by

the SEC at its Public Reference Room, located at 100 F Street, N.E.

Washington, D.C.

You may obtain information on the

operation of the public reference room by calling the SEC at (800) SEC-0330.

In addition, we are required to file electronic versions

of those materials with the SEC through the SEC’s EDGAR system.

The SEC also maintains a website at http://www.sec.gov,

which contains reports, proxy statements and other information regarding registrants that file electronically with the SEC.

Not required from a smaller reporting

Unresolved Staff Comments

principal executive office is located at 19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District, Shenzhen,China.

The office is furnished

to us by Xinlong Shen’s friend at no charge.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business