What changed in this filing

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Item 9A. Controls and Procedures

2020-05-14 compared with 2019-04-02 · 518 added, 537 removed, 382 unchanged (73% of the section changed)

2 unchanged sentences

are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed

in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within

the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated

and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief

financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including

the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial

Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness

of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end

of the period covered by this report.

Based upon that evaluation the Company’s CEO and CFO concluded that the Company’s

disclosure controls and procedures were not effective as of December 31, 2018 to ensure that information required to be disclosed

by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and

reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to the Company’s management, including the Company’s CEO and CFO Mr.

Yumin Lin, as appropriate, to allow timely

decisions regarding required disclosure.

The principal basis for this conclusion is the lack of segregation of duties within our

financial function and the lack of an operating Audit Committee.

in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive

officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer)

to allow for timely decisions regarding required disclosure.

to Rule 13a-15(b) under the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer

(“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s

principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures

(as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not

effective as of December 31, 2019 to ensure that information required to be disclosed by the Company in the reports that the Company

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including

the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The principal basis

for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee.

The Company has interviewed and is in the process of engaging a pre-audit firm to help with the closing of its books and the

preparation of the SEC reporting requirements.

Management’s

2 unchanged sentences

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a

process designed by, or under the supervision of, the company’s principal executive and principal financial officers and

effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America and includes those policies and procedures that:

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,

or under the supervision of, the Company’s principal executive and principal financial officers and effected by the board

of directors (the “Board”), management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the United States (“GAAP”) and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

1 unchanged sentence

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company

are being made only in accordance with authorizations of management and directors of the company;

with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management

and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

13 unchanged sentences

it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

carried out an assessment, under the supervision and with the participation of our management, including our CEO and CFO Mr.

Lin, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules

13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2018.

Integrated Framework (2013).

that assessment and on those criteria, our CEO and CFO concluded that our internal control over financial reporting was not effective

as of December 31, 2018.

The principal basis for this conclusion is failure to engage sufficient resources in regards to our accounting

and reporting obligations.

Report of Registered Public Accounting Firm

prospectus does not include an attestation report of our independent registered public accounting firm, regarding internal controls

over financial reporting.

Our internal control over financial reporting was not subject to such attestation as we are a smaller

reporting company.

carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e)

and 15d-15(e) of the Exchange Act, as of December 31, 2019.

Based on that assessment and on those criteria, our Chief Executive

Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of December

The principal basis for this conclusion is failure to engage sufficient resources in regards to our accounting and reporting

As discussed above, the Company has interviewed and is in the process of engaging a pre-audit firm to help with

the closing of its books and the preparation of the SEC reporting requirements.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal

controls over financial reporting.

Our internal control over financial reporting was not subject to such attestation as we are

an emerging growth company.

in Internal Control over Financial Reporting

reported on the Form 8-K filed by the Company with the SEC on November 22, 2018, the Company’s director, Mr.

Xinlong Shen,

resigned on November 21, 2018.

than the foregoing, there was no change in our internal controls over financial reporting that occurred during the period covered

by this report, which has materially affected or is reasonably likely to materially affect, our internal controls over financial

was no change in our internal controls over financial reporting that occurred during the quarter ended December 31, 2019, which

has materially affected or is reasonably likely to materially affect, our internal controls over financial reporting .

Other Information

Directors, Executive Officers and Corporate Governance

name, address, age and titles of our executive officers and director are as follows:

of First Appointment

of the Board, Chief Executive Officer, President, Treasurer, and Secretary

On November 21, 2018, Mr.

Shen Xinlong resigned from his position as a director.

Yu Min, age 51, is the Chairman, CEO, President, Secretary and Treasurer of our Company.

July 1987 to April 1992 Mr.

Lin worked as a manager at the LuChengXinChao Furniture Factory.

From April 1992 to April 1999 he

was a manager at the Shangying Business Development Company in Guangdong, China and from April 1993 to April 1999 he worked to

establish the Huizhou Branch of Shangying Business Development Company located in Guangdong.

He was the company’s operations

manager and was also responsible for selling construction steel products.

From April 1999 to May 2011 he was the General Manager

of the Dongguan Saite Building Material Company.

From May 2011 to the present he has served as chairman to Dongguan France Vin

Tout Co., Ltd., located in Dongguan, Guangdong, China.

Additionally, from November 2015 to the present, he has served as chairman

at the Shenzhen DaxingHuashang Liquor Culture Company in the Nanchang District, Shenzhen, China.

Shen, age 37, has more than 10-year experience in electronic appliances trading and marketing field in several China-based enterprises.

He graduated in 2003 from Xidian University in China with a bachelor degree in management and major in business administration.

In July 2003, Mr.

Shen started his first career as Overseas Sales in Shenzhen Yu Ou Electronics Co., Ltd., which produces and

sells consumer electronics such as DVD and MP3 players.

In August 2005, he worked as an Overseas Trade Manager in Shenzhen Richtec

Industry Co., Ltd., which is a high-tech corporation and a global exporter and manufacturer specializing in developing, producing

and marketing home theater systems, iPod/Mp3/mobile speakers and car speakers.

In January 2008, he worked as an Overseas Trade

Manager in Shenzhen Zhongmeipeng Industry Co., Ltd., which is an integrated trading company producing industrial products and

consumer electronics.

As Overseas Trade Manager in these two firms, Mr.

Shen was responsible for leading the marketing team to

conduct overseas marketing for the company’s products.

From December 2013 to September 2014, Mr.

Shen served as Vice President

in Shenzhen Boao Asset Management Consulting Service Co., Ltd., which is a financial consulting firm providing professional financial

services including asset management and financial planning services to clients.

In order to solve clients’

financial issues,

he was dedicated to offer comprehensive, integrated and tailor-made in-depth financial advisory services.

From September 2014

to present, Mr.

Shen has served as Chairman of the Board in Qianhai Shenzhen Xinzilong Media Co., Ltd., which specializes in production

of film, video and media and entertainment programs.

In addition, the Company manages various events ranging from cultural activities

to conferences and exhibitions and provides advisory services.

Shen is responsible for managing media production and sales

and marketing.

Moreover, he gives professional advice to clients related to branding, marketing and advertising.

Since November

Shen has served as Vice Chairman in Chinacom Investment Association, which was mutually found by Chinese merchants and

entrepreneurs.

It aims at providing integrated information platform service to facilitate communication between association members

and government departments and bilateral and multilateral trade and investment activities.

We are not currently subject to listing requirements

of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors

be “independent”

and, as a result, we are not at this time required to have our Board of Directors comprised of a

majority of “independent directors.”

Our sole director is not independent under the applicable standards.

following table sets forth information regarding our executive officers and directors as of the date of this Annual Report.

with the Company

of the Board, Chief Executive Officer, President and Secretary

Financial Officer, Treasurer and Director

Lin has serves as the Chairman of the Board, Chief Executive Officer, President and Secretary of the Company since December

He has also been serving as chairman to FVTL since May 2011, the executive director of DILHK since June 2016, the executive

director or QHDX since November 2016, the executive director of Shenzhen Xinghuashang Industrial Group Co., Ltd., a consulting

company in China, since December 2019 and the director of Huashang Industrial Group Co., Ltd., a business consulting company in

China, since October 2019.

From April 1999 to May 2011, he was the general manager of Dongguan Saite Building Material Co., Ltd.,

a building material supplier in China.

Kaihong Lin has served as the Chief

Financial Officer, Treasurer and Director of the Company since December 2019.

In addition, he has been the head of the

finance department of QHDX since March 2019.

Prior to that, he was the head of the finance department of

Guangdong Minche New Energy Automobile Co., Ltd., a new energy automobile company, from June 2018 to March 2019.

financial director in Guangdong Duncheng Environmental Protection Technology Co., Ltd., an environmental engineering company in

China, from June 2017 to May 2018.

From October 2015 to May 2017, Mr.

Lin was the head of the finance department and a

member of the board of Guangzhou Jingcheng Inspection Technology Co., Ltd., a company specialized in testing and assessment across

various industries, including environment, construction, electronics, food safety and so on.

From January 1997 to October 2015,

he was the head of the finance department of Guangdong Provincial Expressway Development Co., Ltd.

a construction and maintenance company for highways and bridges.

Lin received a bachelor’s degree in human resources

from Peking University, a bachelor’s degree in accounting from Jinan University, and a master’s degree in software

engineering with a concentration in financial informatics from Tianjin University.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has

requirements that a majority of the Board be “independent”

and, as a result, we are not at this time required to have

our Board comprised of a majority of “independent directors.”

Neither of our directors is independent under the applicable

Relationships

are no family relationships among our directors or executive officers.

are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.

in Certain Legal Proceedings

the past 10 years, to our knowledge, except as described below, none of our present or former directors, executive officers or

persons nominated to become directors or executive officers has been the subject of any of the following:

A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent

or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a

general partner at or within two (2) years before the time of such filing, or any corporation or business association of which

he was an executive officer at or within two (2) years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of

competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,

leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person

of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,

director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing

any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation

of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal

or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage

in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state

securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to

have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission

has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding,

not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or state securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal

or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any

self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26)), any registered entity

(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29)), or any equivalent exchange, association, entity

or organization that has disciplinary authority over its members or persons associated with a member.

as disclosed herein, we are not a party to any pending legal proceeding.

To the knowledge of our management, except as disclosed

herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.

Company currently has not established any committees of the Board of Directors.

Our Board of Directors may designate from among

its members an executive committee and one or more other committees in the future.

We do not have a nominating committee or a

nominating committee charter.

Further, we do not have a policy with regard to the consideration of any director candidates recommended

by security holders.

To date, other than as described above, no security holders have made any such recommendations.

Board of Directors performs all functions that would otherwise be performed by committees.

Given the present size of our board,

it is not practical for us to have committees.

If we are able to grow our business and increase our operations, we intend to expand

the size of our board and allocate responsibilities accordingly.

our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party

adverse to the Company or has a material interest adverse to the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires

that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities,

file reports of ownership and changes in ownership with the SEC.

Executive officers, directors and greater-than-ten percent stockholders

are required by SEC regulations to furnish us with all Section 16(a) forms they file.

Based solely on our review of the copies

of the forms received by us and written representations from certain reporting persons that they have complied with the relevant

filing requirements, we believe that, during the year ended December 31, 2019, all of our executive officers, directors and greater-than-ten

percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative error, Yumin Lin

failed to file a Form 3 on December 20, 2016 after becoming subject to Section 16(a) reporting requirements on March 22, 2019.

currently have not established any committees of the Board.

Our Board may designate from among its members an executive committee

and one or more other committees in the future.

We do not have a nominating committee.

Further, we do not have a policy with regard

to the consideration of any director candidates recommended by security holders.

To date, other than as described above, no security

holders have made any such recommendations.

Our Board performs all functions that would otherwise be performed by committees.

Given the present size of our board, it is not practical for us to have committees.

If we are able to grow our business and increase

our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Committee Financial Expert

have no separate audit committee at this time.

The entire Board of Directors oversees our audits and auditing procedures.

sole director is not an “audit committee financial expert”

within the meaning of Item 407(d)(5) of SEC Regulation

The entire Board oversees our audits and auditing procedures.

Neither of our directors

is not an “audit committee financial expert”

within the meaning of Item 407(d)(5) of SEC Regulation S-K.

have no separate compensation committee at this time.

The entire Board of Directors oversees the functions, which would be performed

by a compensation committee.

Company did not adopt a Code of Ethics.

The entire Board oversees the functions, which would be performed by a compensation

We have adopted a code of ethics that applies

to all of our executive officers, directors and employees.

The code of ethics codifies the business and ethical principles that

govern all aspects of our business.

A copy of the code of ethics is available on our website at http://en.hsfgjt.com/ and

is attached as Exhibit 14.4 to this Annual Report.

Executive Compensation

following table sets forth the compensation paid or accrued by us to our Chief Executive Officer, Chief Financial Officer and

each of our other officers for the year ended December 31, 2018 and the period ended December 31, 2017.

following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and Chief Financial Officer for

the year ended December 31, 2019 and 2018.

Name and principal position

All Other Compensation

President, CEO,

Secretary, CFO,

Shen was appointed as President, CEO, Secretary, CFO and director on August 3, 2016.

He resigned from all the positions except

director on December 14, 2016.

On November 21, 2018, Mr.

Shen Xinlong resigned from his position as a director.

Lin was appointed as President, CEO, Secretary, CFO and director on December 14, 2016.

Option awards

Nonequity incentive plan

Chairman of the Board, Chief Executive Officer, President and Secretary

Kaihong Lin (1)

Chief Financial Officer, Treasurer and Director

Kiahong Lin was appointed by the Board to serve as the Chief Financial Officer, Treasurer and a director of the Company on

December 20, 2019.

Equity Awards

are no outstanding equity awards.

were no outstanding equity awards, as of December 31, 2019.

Compensation Plan Information

currently do not have an equity compensation plan.

do not pay our directors any money and we have no plans to pay our directors any money in the future.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and

persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange

Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies

of all Section 16(a) forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that

all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a

timely manner during the fiscal year ended December 31, 2018.

did not pay our directors any compensation for their services during the year ended December 31, 2019.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information with respect to the beneficial ownership of our Common Stock as of March 28, 2019,

by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only class of voting securities),

(ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.

of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with

respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with

To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.

To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents,

the operation of which may at a subsequent date result in a change in control of the Company.

and Directors

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership

19F, Lianhe Tower, 1069 Nanhai Ave, Nanshan District,Shenzhen, 518000, China

Officers and Directors as a Group(1person)

than 5% Shareholders

Title of Class

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership

following table sets forth certain information, regarding the beneficial ownership of the Company’s common stock as of May

13, 2020 by (i) each shareholder known by the Company to be the beneficial owner of 5% or more of its common stock, (ii) by each

director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group.

of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

business address of each directors and officers listed below is 13th Floor, Building B1, Wisdom Plaza, Qiaoxiang Road, Nanshan

District, Shenzhen, Guangdong, China 518000.

5% Shareholders

China Kaipeng Group Co., Ltd.

Gaosheng Group Co., Ltd.

Luo Nai Yong (Beneficial Owner)

Second Floor, Capital City Independence Avenue Mahe Victoria Seychelles

China Kaiping Group CO., Ltd.

Ma Hui Jun (Beneficial Owner)

Second Floor, Capital City Independence Avenue Mahe Victoria Seychelles

The percent of class is based

on 307,750,000 shares of common stock issued and outstanding as of March 28, 2019.

Directors and Officers

All officers and directors as a group (two persons)

Less than one percent.

Hui Jun is a 100% shareholder of China Kaipeng Group Co., Ltd.

and is deemed to hold the voting and dispositive power over

the Company’s common stock held by China Kaipeng Group Co., Ltd.

The business address of this company is Second Floor, Capital

City Independence Avenue Mahe Victoria, Seychelles.

Nai Yong is a 100% shareholder of Goasheng Group Co., Ltd.

and is deemed to hold the voting and dispositive power over

the Company’s common stock held by Gaosheng Group Co., Ltd.

The business address of this company is Second Floor, Capital

City Independence Avenue Mahe Victoria, Seychelles.

Company does not know any arrangements which may result in a change in control of the Company at a subsequent date.

Certain Relationships, Related Transactions and Director Independence

1 unchanged sentence

Naiyong Luo in the amounts of $220,203 and $41,565 for the years ended

December 31, 2018 and 2017.

As of December 31, 2018, the Company had a customer deposit from Mr.

Luo in the amount of $78,639.

These sales occurred in the normal course of business.

Luo is a shareholder of Gaosheng Group Co., Ltd., the prior owner of

Company sold its wine and liquor products to Mr.

Hongwei Ye in the amounts of $5,020 and $0 for the years ended December 31, 2018

As of December 31, 2018, the Company had a customer deposit from Mr.

Ye in the amount of $25,719.

These sales occurred

in the normal course of business.

Current CEO, Mr.

Yumin Lin, settled the loan amount $21,500 due to the former CEO Mr.

Sheng on behalf of the Company.

year ended December 31,2018 Mr.

Yumin Lin also extended a loan of $532,561 to the Company for working capital purposes.

December 31, 2018, the note payable due to Mr.

Yumin Lin amounted to $554,061.

These notes were unsecured, non-interest

bearing and due on demand.

The imputed interest on these notes was deemed immaterial.

December 31, 2019 and 2018, respectively.

The sales transactions occurred in the normal course of business.

a director of DIGLS.

the year ended December 31, 2019, Mr.

Yumin Lin, our Chairman, Chief Executive Officer, President and Secretary, made working

capital advances and loans to the Company for an aggregate amount of $791,576, of which $791,576 was outstanding as of December

Yumin Lin made additional advances after December 31, 2019.

The outstanding balance owed to him at March

31, 2020 was $848,597.

These funds are due on demand and non-interest bearing.

Company has a non-cancelable operating lease agreement with Ms.

Qingmei Lin, a related party, for the premises in Dongguan City,

The agreement covers the period from January 1, 2019 to April 30, 2027.

The monthly rent expense is RMB 10,000 (approximately

The total rental rent expense for the year ended December 31, 2019 and 2018 was $18,870 and $33,317, respectively.

agreement does not call for a rental deposit equivalent.

The outstanding balance owed to her at December 31, 2019 was $17,201.

Principal Accountant Fees and Services

following table shows the fees that were billed for the audit and other services for

the fiscal year ended December 2018 and 2017.

following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered

public accounting firms for the fiscal years ended December 31, 2019 and 2018.

December 31, 2019

December 31, 2018

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

This category includes the audit of our annual financial statements, review of financial statements included

in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting

firm in connection with engagements for those fiscal years.

This category also includes advice on audit and accounting matters

that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related

This category consists of assurance and related services by the independent registered public accounting firm

that is reasonably related to the performance of the audit or review of our financial statements and is not reported above under

“Audit Fees.”

The services for the fees disclosed under this category include consultation regarding our correspondence

with the Securities and Exchange Commission and other accounting consulting.

This category consists of professional services rendered by our independent registered public accounting firm

for tax compliance and tax advice.

The services for the fees disclosed under this category include tax return preparation and

technical tax advice.

Other Fees —

This category consists of fees for other miscellaneous items.

Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting

Under the procedure, the Board approves the engagement letter with respect to audit and review services.

Other fees are

subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board.

Any such approval by

the designated member is disclosed to the entire Board at the next meeting.

The audit fees that were paid to the auditors with

respect to 2018 were pre-approved by the entire Board of Directors.

Exhibits, Financial Statement Schedules

This category consists of fees for professional services rendered by our principal independent registered public accountants for

the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that

are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings

or engagements for those fiscal years.

This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance,

tax advice, and tax planning.

This category consists of fees for services provided by our independent registered public accountants other than the services

described above.

Exhibits and Financial Statement Schedules

Documents filed as part of this Annual Report

All Financial Statements

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Financial Statements

consolidated financial statements as listed in the accompanying “Index to Consolidated Financial Statements”

as part of this Annual Report on Form 10-K.

Financial Statement Schedules

1 unchanged sentence

sufficient to require submission of the schedule, or because the information required is included in the consolidated financial

statements and notes thereto included in this Annual Report on Form 10-K.

Exchange Agreement, dated April 6, 2018, by and among FVTI, DKTI and Yumin Lin.

(incorporated by reference to Exhibit

2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on April 19, 2018)

Agreement, dated April 6, 2018, by and among FVTI, DKTI and Yumin Lin.

(incorporated by reference to Exhibit 2.2 to

the Company’s Current Report on Form 8-K as filed with the SEC on April 19, 2018)

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 as amended filed with the SEC on December 5, 2014)

Bylaws (incorporated by reference to Exhibit 3.2 the Company’s Registration Statement on Form S- as amended filed with the SEC on December 5, 2014).

Certification of Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

Certification of Chief Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

Certification of Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

Taxonomy Schema

Taxonomy Calculation Linkbase

Taxonomy Definition Linkbase

Taxonomy Label Linkbase

Taxonomy Presentation Linkbase

accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits

32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the

Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities

Act or the Exchange Act.

statements and notes thereto included in this Form 10-K.

of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 as amended

filed with the SEC on December 5, 2014)

(incorporated by reference to Exhibit 3.2 the Company’s Registration Statement on Form S-1 as amended filed with the

SEC on December 5, 2014).

of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

translation of Equity Interest Transfer Agreement, dated as of December 30, 2019, by and among Qianhai DaXingHuaShang

Investment (Shenzhen) Co., Ltd., Chunbin Li, Miaoqin Yao and Fortune Valley Treasures, Inc.

translation of Equity Interest Transfer Agreement, dated as of March 16, 2020, by and among Jiujiu Group Stock Co., Ltd.,

Valley Holdings Limited, Angel International Investment Holdings Limited and Fortune Valley Treasures, Inc.

Agreement, dated as of December 20, 2019, by and between Fortune Valley Treasures, Inc.

and Kaihong Lin (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2019)

Interest Transfer Agreement, dated July 13, 2019, by and among Fortune Valley Treasures, Inc., Qianhai DaXingHuaShang Investment

(Shenzhen) Co., Ltd.

and Xingwen Wang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on

Form 10-Q filed with the SEC on November 14, 2019)

to Equity Interest Transfer Agreement, dated September 12, 2019, by and among Fortune Valley Treasures, Inc., Qianhai DaXingHuaShang

Investment (Shenzhen) Co., Ltd.

and Xingwen Wang (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly

Report on Form 10-Q filed with the SEC on November 14, 2019)

and Purchase Agreement, dated March 1, 2019, by and between Fortune Valley Treasure, Inc.

and Deng, Dong Hui , M.D.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 6,

Code of Ethics

of the registrant

Certification

of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification

of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification

of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Certification

of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

Furnished herewith

Form 10–K Summary

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to be signed on its behalf by the undersigned, thereunto duly authorized.

April 2, 2019

VALLEY TREASURES, INC.

Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

FORTUNE VALLEY TREASURES, INC.

Executive Officer, President and Secretary (Principal Executive Officer)

Financial Officer and Treasurer

Financial and Accounting Officer)

Valley Treasures, Inc.

Financial Statements

the year ended December 31, 2018 and 2017

the Years Ended December 31, 2019 and 2018

Report of Independent Registered Public Accounting Firm

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Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Valley Treasures, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Fortune Valley Treasures, Inc.

(the Company) as of December

31, 2018 and 2017, and the related consolidated statements of operations, comprehensive loss, stockholders’

deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, 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, 2018 and 2017, and the results of its operations and its cash flows for each

of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the

United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the financial statements, the Company had incurred substantial losses and has a working capital deficit, which raises

substantial doubt about its ability to continue as a going concern Management's plans in regards to these matters are also described

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Fortune Valley Treasures, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Fortune Valley Treasures, Inc.

(the Company) as of December 31, 2019 and 2018, and the related consolidated

statements of operations, comprehensive loss, stockholders’

deficit, and cash flows for each of the years in the two-year

period ended December 31, 2019, 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, 2019

and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

2019, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements,

the Company had incurred substantial losses during the year ended December 31, 2018 and had a working capital deficit, which raised

substantial doubt about its ability to continue as a going concern.

As of and for the year ended December 31, 2019, the Company

had a working capital deficit and continued to incur substantial losses which continue to give raise to the substantial doubt

that the Company will continue as a going concern.

Management’s plans to address this substantial doubt are set forth in

These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s 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

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

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 Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s 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 audit 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 Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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.

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.

Public Accountants

have served as the Company’s auditor since December 4, 2017

Mateo, California

We have served as the Company’s auditor

since December 4, 2017

San Mateo, California

Valley Treasures, Inc.

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Plant and equipment, net

Right of use asset, net

Liabilities and Stockholders’

Current liabilities

Lease obligation - current

Accounts and taxes payable

3 unchanged sentences

Total current liabilities

Lease obligations –

Total Liabilities

1 unchanged sentence

Common stock (3,000,000,000 shares authorized, 307,750,000 issued and outstanding at December 31, 2019 and 2018)

Additional paid in capital

Accumulated deficit

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comprehensive

Balance as of January 1, 2017

Recapitalization

Capital contribution by owners

Balance as of December 31, 2017

Foreign currency translation adjustment

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Cash flows from operating activities

Depreciation of fixed assets

Depreciation and amortization

Increase in accounts and other receivables

(Decrease)/increase in inventories

Increase in advances and prepayments to suppliers

Increase in accounts and other payables

Increase (decrease) in advances and prepayments to suppliers

(Decrease) increase in accounts, other payables and lease obligations

Net cash used in operating activities

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Cash flows from financing activities

Proceeds of owners’

injection of capital

Borrowing and payments to related parties, net

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Interest paid

Income taxes paid(received)

Income taxes paid

accompanying notes to the financial statements

1 unchanged sentence

Valley Treasures, Inc.

(formerly Crypto-Services, Inc.) was incorporated in the State of Nevada on March 21, 2014.

The Company’s

current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors

are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

January 5, 2018, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year

end from August 31 to December 31.

(formerly Crypto-Services, Inc.) (“FVTI”

or the “Company”) was incorporated in

the State of Nevada on March 21, 2014.

The Company’s current primary business operations of wholesale distribution and retail

sales of alcoholic beverages of wine and distilled liquors are conducted through its subsidiaries in the People’s Republic

of China (“PRC”).

January 5, 2018, the Company changed its fiscal year end from August 31 to December 31.

January 29, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 3,000,000,000.

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these transactions.

March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the

shares of Jiujiu Group Stock Co., Ltd.

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

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

Pursuant to the SP Agreement, the Company issued

100 shares of its common stock to JJGS to acquire 100% of the shares of JJGS for a cost of $150.

After the closing, JJGS became

the Company’s wholly owned subsidiary.

JJGS owns all of the equity interests of Jiujiu (HK) Industry Limited (“JJHK”)

and Jiujiu (Shenzhen) Industry Co., Ltd.

(“JJSZ”).

JJGS, JJHK and JJSZ did not have any material assets or liabilities

at December 31 2019, and they did not have any substantial operations or active business during the year ended December 31, 2019.

July 13, 2019, FVTI and QHDX entered into an equity interest transfer agreement (the “Makaweng Agreement”), which

was later amended on September 12, 2019, with Xingwen Wang, a shareholder and legal representative of Yunnan Makaweng Wine &

Spirits Co., Ltd.

(“Makaweng”), a PRC limited liability company formed in 2015.

to the Makaweng Agreement, QHDX agreed to purchase 51% of Makaweng’s equity interests from Mr.

Wang in exchange for shares

of FVTI’s common stock (“Issuable Shares”).

The total number of Issuable Shares will be determined according

to the following formula:

of Issuance Shares = A x 51% x 20 x B ÷

the purpose of the foregoing formula:

= Audited net annual profit of Makaweng in fiscal year 2020.

= The daily average middle exchange rate of U.S.

Dollars to Chinese Yuan published by the State Administration of Foreign Exchange

of the People’s Republic of China on December 31, 2020.

= The closing price of FVTI’s common stock on December 31, 2020.

Wang has agreed not to transfer the Issuable Shares for at least three years after delivery of the Issuable Shares (the “Delivery”).

He may only transfer up to 30% of his FVTI common stock during the fourth year after the Delivery and cumulatively no more than

60% of his FVTI common stock during the fifth year after the Delivery.

to the Makaweng Agreement, Makaweng agreed to establish a board of directors consisting of seven individuals.

QHDX agreed to continue

to retain Mr.

Wang as the legal representative of Makaweng, and appoint him as the manager and Chairman of Makaweng.

51% of equity interest of Makaweng was transferred to QHDX and the registration of such transfer with local government authorities

was completed on August 28, 2019.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The Company’s fiscal year end is December 31.

The Company’s financial statements are presented in US dollars.

The Company’s financial statements are presented in U.S.

of consolidation

2 unchanged sentences

have been eliminated.

Incorporation

DaXingHuaShang

Investment Group Limited (“DIGLS”)

Republic of Seychelles

DaXingHuaShang

Investment (Hong Kong) Ltd (“DILHK”)

DaXingHuaShang Investment (Shenzhen) Co.

(“QHDX”)

City France Vin Tout Ltd.,

(“FVTL”)

of Incorporation

of Seychelles

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

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Foreign Currency Matters ”.

reporting currency for the Company and its subsidiaries is the US dollar.

reporting currency for the Company and its subsidiaries is the U.S.

The Company, DIGLS, and DILH’s functional currency

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arising from such translations are included in accumulated other comprehensive income in shareholders’

December 31, 2019

USD exchange rate

6 unchanged sentences

The Company’s primary bank deposits are located in the Hong Kong and the PRC.

those deposits are

not provided protection under FDIC insurance;

however, management has determined that the risk of loss from insolvency by those

financial institution at which it has deposited it funds is insignificant.

Under the Deposit Insurance

System in China, a company’s deposits at one bank is insured for a maximum of RMB 500,000 (approximately $70,000).

management has determined that the risk of loss from insolvency by those financial institutions at which it has deposited its

funds is insignificant.

receivable are carried at the amounts invoiced to customers less allowance for doubtful accounts.

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and other collection indicators.

the years ended December 31, 2018, the Company had not experienced any delinquent or uncollectible balances;

the Company did not record any valuation allowance for bad debt during this period.

the year ended December 31, 2019, the Company had not experienced any delinquent or uncollectible balances;

accordingly, the Company

did not record any valuation allowance for bad debt during this period.

consisting of finished goods are stated at the lower of cost or market value.

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cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

asset and lease liabilities

February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).”

The new standard requires lessees to recognize lease

assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under U.S.

GAAP on the balance sheet for leases with terms in excess of 12 months.

The standard is effective for annual periods beginning

after December 15, 2018, including interim periods within those fiscal years.

for long-lived assets

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at such point Company will reduce the customer and deposits balance and credit the Company’s revenues.

are recognized when the Company has negotiated the terms of the transaction, which includes determining and fixing the sales price,

the transfer of possession of the product to the customer, the customer does not have the right to return the product, the customer

is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled

by the Company, and the Company is reasonably assured that funds have been or will be collected from the customer.

The Company’s

gross revenue consists the value of goods invoiced, net of any value-added tax (VAT) or excise tax.

Company adopted ASC Topic 606, Revenue from Contracts with Customers , and all subsequent ASUs that modified ASC 606 on

April 1, 2017 using the full retrospective method which requires the Company to present the financial statements for all periods

as if Topic 606 had been applied to all prior periods.

Revenue from contracts with customers is recognized using the following

the contract(s) with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when (or as) the entity satisfies a performance obligation.

applying ASC 606, the Company recognizes revenue when the Company has negotiated the terms of the transaction, set forth the sales

price, transferred of possession of the product to the customer, determined that the customer does not have the right to return

the product, determined that the customer is able to further sell or transfer the product onto others for economic benefit without

any other obligation to be fulfilled by the Company, and the Company is reasonably assured that funds have been or will be collected

from the customer.

The Company’s gross revenue consists of the value of goods invoiced, net of any value-added tax (“VAT”).

advertising costs are expensed as incurred.

2 unchanged sentences

shipping and handling are expensed as incurred.

benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred

or allocated to inventory as a part of overhead.

benefits in the form of mandatory government sponsored defined contribution plans are charged to either expenses as incurred or

allocated to inventory as a part of overhead.

Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future

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The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities

in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities

in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially

the full term of the financial instrument.

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs

that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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accounting pronouncements

January 2017, the FASB issued guidance, which amended the existing accounting standards for business combinations.

In June 2016,

the FASB issued ASU No.

2016-13, “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments”

(“ASU 2016-13”).

Financial Instruments-Credit Losses (Topic 326) amends guidelines on reporting

credit losses for assets held at amortized cost basis and available-for-sale debt securities.

For assets held at amortized cost

basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect

its current estimate of all expected credit losses.

The allowance for credit losses is a valuation account that is deducted from

the amortized cost basis of the financial assets to present the net amount expected to be collected.

For available-for-sale debt

securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses

be presented as an allowance rather than as a write-down.

ASU 2016-13 affects entities holding financial assets and net investment

in leases that are not accounted for at fair value through net income.

The amendments affect loans, debt securities, trade receivables,

net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded

from the scope that have the contractual right to receive cash.

The amendments in this ASU will be effective for fiscal years

beginning after December 15, 2019, including interim periods within those fiscal years.

The Company has evaluated the impact

of the adoption of ASU 2016-13 on its consolidated financial statements and has determined there is no material impact.

August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.

The amendments in this standard will remove, modify and add certain disclosures under ASC Topic 820, Fair Value Measurement, with

the objective of improving disclosure effectiveness.

ASU 2018-13 will be effective for the Company’s fiscal year beginning

April 1, 2020, with early adoption permitted.

The transition requirements are dependent upon each amendment within this update

and will be applied either prospectively or retrospectively.

The Company does not expect ASU 2018-13 to have a material impact

to the Company’s consolidated financial statements.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes.

The amendments

clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions

should be accounted for as acquisitions (or disposals) of assets or businesses.

The Company is required to adopt the guidance

in the first quarter of fiscal year 2019.

Earlier adoption is permitted.

The Company has early adopted this guidance in the fourth

quarter of fiscal year 2018.

The implementation of this guidance did not have a material impact on the Consolidated Financial

February 2018, the FASB issued guidance, which eliminates the stranded tax effects in other comprehensive income resulting from

Because the amendments only relate to the reclassification of the income tax effects of the TCJA, the underlying guidance

that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.

The Company is required to adopt the guidance in the first quarter of fiscal year 2020.

Earlier adoption is permitted.

is currently evaluating the timing and the impact of this guidance on the Consolidated Financial Statements.

In August 2017, the

FASB issued guidance, which amends the existing accounting standards for derivatives and hedging.

The amendment improves the financial

reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in

its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in

The Company is required to adopt the guidance in the first quarter of fiscal year 2020.

Earlier adoption is

The Company is currently evaluating the timing and impact of this guidance on the Consolidated Financial Statements.

2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows.

guidance requires entities to present the changes in the total of cash, cash equivalents, restricted cash, and restricted cash

equivalents in the statement of cash flows.

As a result, entities will no longer present transfers between cash and cash equivalents

and restricted cash and restricted cash equivalents in the statement of cash flows.

The Company is required to adopt the guidance

retrospectively in the first quarter of fiscal year 2019.

Earlier adoption is permitted.

The Company will adopt this guidance

in the first quarter of fiscal year 2019.

The Company expects that the implementation of this guidance will not have a material

impact on its Consolidated Financial Statements.

March 17, 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606):

Principal versus Agent Considerations

(Reporting Revenue Gross versus Net)”, which amends the principal-versus-agent implementation guidance and illustrations

in the Board’s new revenue standard (ASU 2014-09).

The FASB issued the ASU in response to concerns identified by stakeholders,

including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent

guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s

control principle.

Among other things, the ASU clarifies that an entity should evaluate whether it is the principal or the agent

for each specified good or service promised in a contract with a customer.

As defined in the ASU, a specified good or service

is “a distinct good or service (or a distinct bundle of goods or services) to be provided to the customer.”

for contracts involving more than one specified good or service, the entity may be the principal for one or more specified goods

or services and the agent for others.

The ASU has the same effective date as the new revenue standard (as amended by the one-year

deferral and the early adoption provisions in ASU 2015-14).

In addition, entities are required to adopt the ASU by using the same

transition method they used to adopt the new revenue standard.

The Company has determined that it acts as a principal in its primary

business operations.

March 30, 2016, the FASB issued ASU 2016-09 “Compensation—Stock Compensation (Topic 718):

Improvements to Employee

Share-Based Payment Accounting”, which simplifies several aspects of the accounting for employee share-based payment transactions

for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding

requirements, as well as classification in the statement of cash flows.

The ASU is for annual reporting periods beginning after

December 15, 2016, including interim periods within those annual reporting periods.

Management has determined that the new standard

did not have a material impact on these financial statements.

otherwise stated, the Company is currently assessing the above

the accounting pronouncements and their potential impact from their adoption on the financial statements.

in this Update related to separate financial statements of legal entities that are not subject to tax should be applied on a retrospective

basis for all periods presented.

The amendments related to changes in ownership of foreign equity method investments or foreign

subsidiaries should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as

of the beginning of the fiscal year of adoption.

The amendments related to franchise taxes that are partially based on income

should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect

adjustment to retained earnings as of the beginning of the fiscal year of adoption.

All other amendments should be applied on

a prospective basis.

The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated financial

3 - GOING CONCERN

accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate

continuation of the Company as a going-concern basis.

The going-concern basis assumes that assets are realized, and liabilities

are settled in the ordinary course of business at amounts disclosed in the financial statements.

The Company’s ability to

continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows.

For the years ended December 31, 2018 and 2017, the Company reported net losses of $262,424 and $187,496, respectively.

December 31, 2018, the Company had working capital deficit of approximately $397,037.

In addition, the Company had net cash outflows

of $230,379 from operating activities during the years ended December 31, 2018.

These conditions still raise a substantial doubt

as to whether the Company may continue as a going concern.

an effort to improve its financial position, the Company is working to obtain new working capital through a reverse merger with

a publicly listed entity and shortly thereafter the sales of equity or debt securities by the listed entity to investors for cash

to fund operations and further expansion.

The Company also relies on relates parties to provided financing and management services

at cost that may not be the prevailing market rate for such services.

accompanying financial statements have been prepared in conformity with U.S.

GAAP which contemplates continuation of the Company

as a going-concern basis.

The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary

course of business at amounts disclosed in the financial statements.

The Company’s ability to continue as a going concern

depends upon its ability to market and sell its products to generate positive operating cash flows.

For the years ended December

31, 2019 and 2018, the Company reported net losses of $377,756 and $262,424, respectively.

There was substantial doubt regarding

the Company’s ability to continue as a going concern as of December 31, 2018.

As of December 31, 2019, the Company had working

capital deficit of approximately $781,382.

In addition, the Company had net cash outflows of $173,646 from operating activities

during the years ended December 31, 2019.

These conditions continue to raise substantial doubt as to whether the Company may continue

as a going concern as of the date of this report.

Company also relies on related parties to provide financing and management services at cost that may not be the prevailing market

rate for such services.

the Company is not able to generate positive operating cash flows, raise additional capital, and retain the services of certain

4 unchanged sentences

Allowance for doubtful accounts

accounts and other receivables have been outstanding for less than 365 days.

Included in the balance for 2017 was an amount of

$6,799 owed by a third-party vendor for shipment of wine that was never delivered;

the amount was refunded to the Company on January

The Company’s general manager received funds totaling $6,995 on behalf of the Company for products sold

to costumers;

this balance has been recorded as other receivables and occurred in the normal course of business.

consisted of the following as of December 31, 2019 and 2018:

1 unchanged sentence

6 - EQUIPMENT

plant and equipment consisted of the following as of December 31, 2018 and 2017:

Property, plant and equipment consisted

of the following as of December 31, 2019 and 2018:

Accumulated depreciation

11 unchanged sentences

is on permanent tax holiday.

Company is registered the British Virgin Islands, which is a tax-exempt region.

following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years

5 unchanged sentences

PRC Statutory Tax at 25% Rate

Effect of Seychelles, PRC, HK, deductions and other reconciling items

Effect of Seychelles, PRC, HK, deductions and other reconciling items, and election to recognize tax benefits

difference between the U.S.

3 unchanged sentences

Higher rates in PRC, net

Net operating losses in PRC and other jurisdictions

Reconciling items, net operating losses in PRC and other jurisdictions, election to not recognize tax asset

The Company’s effective tax rate

July 1, 2018, the Company changed its status from a general VAT taxpayer to simplified calculation method taxpayer.

In accordance to the rules for general VAT taxpayer, and entity

must present VAT payable using the net between the output VAT (at a rate of 16%) and the available input VAT amount (at the

rate applicable to the supplier).

Under the simplified calculation method, no input VAT is deductible and a uniform 3%

levying rate applies.

In accordance

with the rules applicable to general VAT taxpayers, an entity must present VAT payable using the net between the output VAT (at

a rate of 16%) and the available input VAT amount (at the rate applicable to the supplier).

Under the simplified calculation method,

no input VAT is deductible and a uniform 3% levying rate applies.

8- RELATED PARTY TRANSACTIONS

due to related parties as of December 31, 2018 and 2017:

President, CEO, Secretary, CFO, Director

Former Director of the Company

due to related parties as of December 31, 2019 and 2018 are as follows:

Yumin Lin (1)

President, Chief Executive Officer, Secretary, Director

Qingmei Lin (2)

Yumin Lin’s wife

Naiyong Luo(3)

Director of DIGL

Hongwei Ye (4)

outstanding payables due to Mr.

Yumin Lin are comprised of working capital advances and borrowings.

These amounts are due on demand

and are non-interest bearing.

These amounts are due

on demand and non-interest bearing.

amounts due to Ms.

Qingmei Lin are for office rental expenses.

The Company’s operating facilities are located within a building

Company sold its wine and liquor products to Mr.

Naiyong Luo in the amounts of $41,565 and $139,990 for the years ended

December 31, 2018 and 2017.

The Company’s operating facilities are located within

a building owned by Ms.

Company sold a portion of its wine and liquor products to Mr.

Naiyong Luo in the amounts of $220,203 and $41,565

for the years ended December 31, 2019 and 2018.

As of December 31, 2018, the Company had a customer deposit from Mr.

Luo in the amount of $78,639.

the amount of $78,639.

These sales occurred in the normal course of business.

Luo is a shareholder of Gaosheng Group Co., Ltd., the prior owner of

Company sold its wine and liquor products to Mr.

Hongwei Ye in the amounts of $5,020 and $0 for the years ended December 31, 2018

Luo is a shareholder of Gaosheng Group Co.,

Ltd., the prior owner of DIGLS.

Company sold a portion of its wine and liquor products to Mr.

Hongwei Ye in the amounts of $25,189 and $5,020

for the years ended December 31, 2019 and 2018.

As of December 31, 2018, the Company had a customer deposit from Mr.

Ye in the amount of $25,719.

These sales occurred

in the normal course of business.

Current CEO, Mr.

Yumin Lin, settled the loan amount $21,500 due to the former CEO Mr.

Sheng on behalf of the Company.

year ended December 31,2018 Mr.

Yumin Lin also extended a loan of $532,561 to the Company for working capital purposes.

As of December 31,2018, the note payable due to Mr.

Yumin Lin amounted to $554,061.

These note payable were unsecured, non-interest

bearing and due on demand.

The imputed interest on these notes was deemed immaterial.

LEASE COMMITMENTS

the amount of $25,719.

These sales occurred in the normal course of business.

RIGHT OF USE ASSETS AND LEASE COMMITMENTS

Company has a non-cancelable operating lease agreement with Ms.

Qingmei Lin, a related party, for the premises in Dongguan City,

The agreement covers the period from May 1, 2017 to April 30, 2027 which increased the space covered in prior agreements.

The monthly rent expense is $3,811 (RMB 25,000).

but effective as of May 1, 2018 was lowered to $2,323 (RMB15,000) based on agreement

Qingmei and Company.

The total rental rent expense for the year ended December 31, 2018 and 2017 was $33,317 and $31,707,

respectively.

The agreement does not call for a rental deposit equivalent.

The agreement covers the period from January 1, 2019 to April 30, 2027.

The monthly rent expense is RMB 10,000 (approximately

The total rental rent expense for the year ended December 31, 2019 and 2018 was $18,870 and $33,317, respectively.

agreement does not call for a rental deposit equivalent.

operating lease commitment for the agreement is as follows:

Right of Use Assets:

December 31, 2019

Gross Payments

Company is subject to risk borne from credit extended to customers.

and QHDX bank deposits are with banks located in the PRC.

DILHK’s bank account is with located in Hong Kong, it is closed

by November 1,2018.

DIGLS does not have any bank accounts.

The bank accounts that the Company uses that that are located outside

The bank accounts that the Company

uses that that are located outside of the U.S.

do not carry federal deposit insurance.

Company is subject to interest rate risk when its loans become due and require refinancing.

and political risks

2 unchanged sentences

of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

As alcoholic beverages

are considered a luxury item, they may be subject to political pressure and risks.

The PRC has government from time to time limited

the amount of import of foreign alcoholic beverages based on their relationships with those foreign countries.

As imported alcoholic

beverages are considered a luxury item in the PRC, they may be subject to political risks.

From time to time, the PRC government

limits the amount of import of foreign alcoholic beverages based on diplomatic relationships with foreign countries.

The Company’s

results of operations may be materially adversely affected if the are unable to procure such products because the PRC government

has limited the amount of imports.

results of operations may be materially and adversely affected if it is unable to procure such products because of change of government

There is global pandemic caused by the

COVID 19 virus.

The Company’s sales and operations may be materially adversely affected by the pandemic.

monitors changes in prices levels.

3 unchanged sentences

Concentrations

the years ended December 31, 2018 and 2017, a single customer contributed 43.3% and 53.6% of the Company’s sales;

accordingly, there was a concentration of risk in demand for the Company’s products.

2018, the Company had a concentration of risk in its supply of raw materials, one vendor supplied all of the Company’s purchases

for finished goods inventory.

the year ended December 30, 2019 and the year ended December 31, 2018, the Company had a concentration of risk in its supply of

goods, as one vendor supplied all of the Company’s purchases of finished goods.

the year ended December 30, 2019 and the year ended December 31, 2018, the Company had a concentration of risk in its demand for

goods, as a single customer, whom is also a related party accounted for $220,203 and $46,585 of the Company’s sales.

11 - SUBSEQUENT EVENTS

5 unchanged sentences

but arose subsequent to that date.

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 Agreement was closed on March 1, 2019.

Except for the above-mentioned material subsequent events

and disclosures found in these financial statements, there were no other events that management deemed necessary for disclosure

as a material subsequent event.

December 30, 2019, FVTI, along with QHDX, entered into an equity interest transfer agreement with shareholders of Foshan BaiTaFeng

Beverage Development Co., Ltd.

(“BTF”), who collectively owned 100% equity interest of BTF, a limited liability company

engaged in the business of bottling and distributing of drinking water in China.

Among other requirements, a draft form of the

audited financial statements of BTF is required for closing of this transaction.

As of the date of this report, draft audited

financial statements are not yet available.

Additional details regarding this transaction

can be found on the Form 8-K filed by the Company with the U.S.

Securities and Exchange Commission on January 6, 2020.

March 16, 2020, FVTI, along with JJGS, entered into an equity interest transfer agreement with Valley Holdings Limited (“Valley

Holdings”), a Hong Kong company, and Angel International Investment Holdings Limited, a 70% shareholder of Valley Holdings.

Valley Holdings owns approximately 88.44% of the equity interest of Valley Foods Holdings (Guangzhou) Co., Ltd., which is a limited

liability company incorporated in China and engaged in the business of food wholesale and production and sale of food additives

Additional details regarding this transaction can be found on the Form 8-K filed by the Company with the U.S.

and Exchange Commission on March 20, 2020.

Company experienced a decline in sales after December 31, 2019 as it was not able to conduct business during the first quarter

of 2020 as result of the global pandemic, COVID 19.

for the above-mentioned material subsequent events and disclosures found in these financial statements, there were no other events

that management deemed necessary for disclosure as a material subsequent event.

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 9A. Controls and Procedures