Fortune Valley Treasures, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Control and Procedures We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2020, that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of well-established procedures to identify, approve and review related party transactions; (2) Inadequate design of controls related to business combination transactions accounting given the accounting complexities of business combinations, including, but not limited to, lack of mindset and methods to assess the value of the business prior to acquisition, inadequate process to determine the purchase price, lack of professional understanding to determine when the control of the business acquired is transferred or when the transaction is completed, and inability to make the appropriate disclosure; and (3) the Board does not have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. 30 Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control 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: ● Apply to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 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; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. We 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, 2020. Management based the assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this assessment, management has concluded that as of December 31, 2020, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: ● We have increased our personnel resources and technical accounting expertise within the accounting function and intend to hire one or more additional personnel for the function due to turnover. ● We will create a position to segregate duties consistent with control objectives. ● We plan to prepare written policies and procedures for operating, accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions. ● We plan to test our updated controls and remediate our deficiencies in the year 2021. This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. Changes in Internal Control over Financial Reporting There was no change in our internal controls over financial reporting that occurred during the quarter ended December 31, 2020, which has materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, except that we have hired outside consultant to remediate our material weakness in lack of accounting and finance personnel with technical knowledge in SEC rules and regulations. Item 9B. Other Information None. 31 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report. Name Age Position with the Company Yumin Lin 52 Chairman of the Board, Chief Executive Officer, President and Secretary Kaihong Lin 47 Chief Financial Officer, Treasurer and Director Minghua Cheng 60 Director Bulin Wang (2)(3) 59 Independent Director Yumei Liu (1)(2) 51 Independent Director Jianwei Lin (1) 37 Independent Director Bin Li (2)(3) 53 Independent Director Chaoping Chen (3) 50 Independent Director Louis, Ramesh Ruben (1) 43 Independent Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Yumin Lin has serves as the Chairman of the Board, Chief Executive Officer, President and Secretary of the Company since December 2016. 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. He served as 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. (SHE: 000429), a construction and maintenance company for highways and bridges. Mr. 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. Minghua Cheng , was appointed director on April 9, 2021. Mr. Cheng has over twenty years of experience in the planning and development of commercial real estate projects, and clothing industry cluster development and clothing e-commerce platform operations. Mr. Cheng is the founder and serves as Chairman of the board of directors of Dongguan City Daying Garment Wholesale Ltd, which owns and operates Dongguan City Daying Garment Wholesale Centre, a well-known network clothing supply center in China. As an expert on the integrated wholesale and e-commerce business model, Mr. Cheng serves as a director and Vice-President of the Guangdong Wholesale Industry Market Association and the Dongguan E-Commerce Federation. Mr. Cheng graduated from Hong Kong Institute of Fashion Technology with an associate’s degree in marketing management. Bulin Wang was appointed director on April 9, 2021. Mr. Wang is a partner of Guangzhou Kingpound Law Firm where he has practiced law for over 18 years. His extensive experience include representing clients in commercial disputes, labor and employment disputes, real estate disputes, and maritime disputes, as well as serving as a defense counsel in criminal cases. He has also counseled clients on non-litigation matters, such as mergers and acquisitions and due diligence investigations, among others. In addition, he also serves as a legal adviser for a number of Chinese companies. Mr. Wang received an MBA from Jinan University, Guangzhou, China and a Bachelor’s degree in Management from Shanghai Maritime University, China. Yumei Liu was appointed director on April 9, 2021. Mr. Liu is a partner of Zhongtianyun Certified Public Accountants, Guangdong branch. Ms. Liu has many years of practice experience in the audits of public companies listed on China’s GEM (Growth Enterprise Market) Board and Main Board, including audits in IPOs. Prior to joining Zhongtianyun in January 2019, she was a project manager at Guangzhou Xinrui Zhiren Certified Public Accountants Co., Ltd. from October 2017 to December 2018 and a project manager at Guangzhou Zhiren Certified Public Accountants from November 2013 to October 2017. She received a Bachelor in Financial Management degree from Beijing Forestry University School of Economics and Management. 32 Jianwei Lin was appointed director on April 9, 2021. Mr. Lin is a member of the Australia Financial Complaint Authority (AFCA) and the Financial Broker Association of Australia (FBAA). Mr. Lin has over 10 years of experience in finance, accounting, marketing and management. He started his career at Investnet Australia Pty Ltd, a leading building material suppliers in Australia, first as a Marketing Manager and was then later as Vice General Manager. Mr. Lin established his own financial mortgage business in 2016 that provides financing consulting services for businesses and individuals. Mr. Lin graduated from Swinburne University of Technology, Australia, with a Bachelor of Business and a Master of Accounting degrees. Bin Li was appointed director on April 9, 2021. Dr. Li is a director and the General Manager of Shenzhen Xiejin Education Technology Co., Ltd. where he is responsible for all aspects of the company’s corporate strategic planning and management and has held that position since October 2018. Previously Dr. Li served as the president of Shenzhen Qianhai Daoyi Investment Management Co., Ltd from July 2015 to October 2018. Dr. Li is a member of the China New Economic and Cultural Commission. He received his Bachelor of Engineering from Wuhan University, EMBA from Cheung Kong Graduate School of Business, Beijing, and Doctorate in Business Administration from the University of Nice, France. Chaoping Chen was appointed director on April 9, 2021. Ms. Chen has served as the Secretary General of the Guangdong Wine and Spirits Industry Association, Wine Division since February 2010 and manages all aspects of the day-to-day operations of the association. She is a member of the China National Wine Technical Committee and the Global Wine China Tasting System Committee. She is an expert on food and beverage industry administration and governance. She received her MBA from Sun Yat-Sen University School of Management in Guangzhou, China. She also studied at the University of Milan on planting and brewing and at the Culinary Institute of America on wine serving. Ramesh Ruben Louis was appointed director on April 9, 2021. Mr. Louis is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner. Mr. Louis has over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations, government agencies as well as SMEs in a spectrum of industries including plantation, property development, manufacturing, trading, IT, shipping and retailing, among others. He started his career at Arthur Andersen from December 1996 to 1997, and subsequently moved to BDO from April 2000 to 2004 and from 2005 to 2006, respectively. He also has experience in corporate finance with Southern Investment Bank Berhad for a year from 2004 to 2005. Mr. Louis has hands-on experience on other corporate exercises such as due diligence, IPOs, debt issuances, corporate and debt restructuring and investigative audits. His training and advisory experience includes topics on Internal & Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management & Internal Controls, Review and Assurance Engagements such as Financial Due Diligence, Forecasts & Projections, Forensic & Fraud Accounting/Auditing, as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS). He has facilitated training and provided advisory for public accountants across the Asia Pacific region, and multinationals and public sector institutions. Mr. Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia. Mr. Louis serves as an independent director of Greenpro Capital Corp. (NASDAQ: GRNQ). Mr. Louis received his Bachelor of Accounting from National University of Malaysia and MBA from University of Strathclyde, UK. He is a Fellow of the Association of Chartered Certified Accountants (ACCA). Family Relationships There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer. Board of Directors All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis. The board of directors has determined to comply with the NASDAQ Listing Rules with respect to certain corporate governance matters. As a smaller reporting company, under the NASDAQ rules we are only required to maintain a board of directors composed of at least 50% independent directors, and an audit committee of at least two members, composed solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. 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, 2020, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements. 33 Director Independence The board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards. Based on this review, the board of directors determined that each of Bulin Wang, Chaoping Chen, Bin Lin, Yumei Liu, Ramesh Ruben Louis and Jianwei Lin are independent within the meaning of the NASDAQ rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable NASDAQ rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management. Board Committees Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our board of directors has adopted written charters for each of these committees. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee Our Audit Committee was established on April 9, 2021 and is composed of three of our independent directors: Jianwei Lin (Chairman), Ramesh Ruben Louis and Yumei Liu. Yumei Liu qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). We do not have a website containing a copy of the Audit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Oversee the company’s accounting and the financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. ● Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management; and ● Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm. Compensation Committee Our Compensation Committee was established on April 9, 2021. The Compensation Committee will be responsible for, among other matters: ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; and ● appointing and overseeing any compensation consultants or advisors 34 Corporate Governance and Nominating Committee Our Corporate Governance and Nominating Committee was established on April 9, 2021. The Compensation Committee Corporate Governance and Nominating Committee will be responsible for, among other matters: ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● evaluating the independence of directors and director nominees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management. Code of Ethics 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://www.fvti.show/ and is attached as Exhibit 14.4 to this Annual Report. Involvement in Certain Legal Proceedings To 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. Section 16(a) Beneficial Ownership Reporting Compliance 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, 2020, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements. Item 11. Executive Compensation The following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and Chief Financial Officer for the years ended December 31, 2020 and 2019. Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Yumin Lin 2019 8,565 - - - - - - 8,565 Chairman of the Board, Chief Executive Officer, President and Secretary 2020 13,002 - - - - - - 13,002 Kaihong Lin (1) 2019 25,700 - - - - - - 25,700 Chief Financial Officer, Treasurer and Director 2020 27,814 - - - - - 27,814 (1) Mr. Kaihong Lin was appointed by the Board to serve as the Chief Financial Officer, Treasurer and a director of the Company on December 20, 2019. Employment Agreements with Named Executive Officers On December 20, 2019, the Company and Mr. Kaihong Lin entered into an employment agreement (the “Employment Agreement”) setting forth the terms and conditions of Mr. Lin’s employment as Chief Financial Officer and Treasurer. Pursuant to the Employment Agreement, Mr. Lin will serve as the Chief Financial Officer and Treasurer for a term of one year, subject to automatic renewal for successive one-year terms, unless either party gives 60-day prior notice of non-renewal. Mr. Lin is entitled to an annual base salary of $25,676 for his services and participation in all compensation and employee benefit plans. Should Mr. Lin be terminated for cause, or by reason of death or disability, or resign without good reason (as such terms are defined in the Employment Agreement), Mr. Lin shall be entitled to receive his base salary and benefits through the end of his employment and such other compensation and benefits as may be provided in applicable plans and programs of the Company. In the case of termination by death, Mr. Lin is entitled to receive the portion of stock option to the extent vested prior to the end of his employment. Should Mr. Lin be terminated without cause (other than due to death or disability) or resign for good reason, he shall be entitled to receive any accrued and unpaid base salary, benefits and the stock option to the extent vested through the end of his employment, as well as continuation of his base salary for three months following of the end of his employment. Outstanding Equity Awards There were no outstanding equity awards, as of December 31, 2020. Equity Compensation Plan Information We currently do not have an equity compensation plan. Director Compensation We did not pay our directors any compensation for their services as a director during the years ended December 31, 2019 and 2020, respectively. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity (other than a subsidiary or consolidated affiliate of the Company) that has one or more executive officers serving as a member of our Board or Compensation Committee. 35 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information, regarding the beneficial ownership of the Company’s common stock as of April 13, 2021 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. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The column entitled “Percentage of Shares Beneficially Owned” is based on a total of 313,098,220 shares of our common stock outstanding as of April 26, 2021. The business address of each directors and officers listed below is 13th Floor, Building B1, Wisdom Plaza, Qiaoxiang Road, Nanshan District, Shenzhen, Guangdong, China 518000. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Directors and Officers Yumin Lin (1) 116,723,150 37.28 % Kaihong Lin (2) 71,750 * Minghua Cheng (3) 152,329,229 48.65 % Bulin Wang - - Yumei Liu - - Jianwei Lin - - Bin Li - - Chaoping Chen - - Ramesh Ruben Louis - - All officers and directors as a group (nine persons) 269,124,129 85.95 % 5% Shareholders China Kaipeng Group Co., Ltd. (4) 153,000,000 48.87 % Gaosheng Group Co., Ltd. (5) 87,252,311 27.87 % * Less than one percent. (1) Consists of (i) 18,000,000 shares of the Company’s common stock Mr. Yumin Lin holds directly, which shares were issued to Mr. Lin in our acquisition of DIGLS on April 23, 2018, (ii) 87,252,311 shares held by Gaosheng Group Co., Ltd., which is solely owned by Mr. Lin who may be deemed to have the voting and dispositive power of such shares, (iii) 10,985,400 shares held by China Kaipeng Group Co., Ltd, a company Mr. Lin owns 7.18% who may be deemed to have the voting and dispositive power of such shares, and (iv) 485,439 shares issued to him on December 16, 2020 in lieu of the full payment of the working capital advances and loans he made to the Company. (2) Consists of 71,750 shares of the Company’s common stock Mr. Kaihong Lin holds directly, of which 16,250 shares were issued on July 19, 2019 and 55,500 were issued on August 7, 2019 in a private placements . (3) Consists of (i) 10,314,629 shares of the Company’s common stock Mr. Minghua Cheng holds directly, of which 9,748,629 shares were issued to Mr. Cheng on June 28, 2018 in a private placement, 556,000 shares were issued on April 3, 2019 in a private placement, and 10,000 shares were issued on August 10, 2016 in a private placement and (ii) 142,014,600 shares held through China Kaipeng Group Co., Ltd, a company Mr. Cheng owns 92.82% who may be deemed to have the voting and dispositive power of such shares. (4) Minghua Cheng and Yumin Lin holds 92.82% and 7.18% of China Kaipeng Group Co., Ltd, respectively, and are 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. (5) Yumin Lin is a 100% shareholder of Gaosheng 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. The Company does not know any arrangements which may result in a change in control of the Company at a subsequent date. 36 Item 13. Certain Relationships, Related Transactions and Director Independence The Company sold its wine and liquor products to Mr. Kaihong Lin, the Chief Financial Officer, Treasurer and a director of the Company, in the amounts of $51 and $0 for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company advanced $204,395 to him. As of December 31, 2020, t he outstanding receivables due from Mr. Kaihong Lin is in the amounts of $215,973, the amount due is unsecured and non-interest bearing. As of the reporting date, the amount due from the director is $0. On December 16, 2020, 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 $796,116. On the same day, the board of directors of the Company approved to issue an aggregate of 485,439 shares of common stock of the Company, par value $0.001 per share (the “Conversion Shares”), to him in lieu of the full payment of the outstanding balance payable to him in cash . And the Company sold its wine and liquor products to Mr. Yumin Lin in the amounts of $332 and $0 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the outstanding receivables due from Mr. Yumin Lin is in the amounts of $45,662, the amount due is unsecured and non-interest bearing. As of the reporting date, the amount due from the director is $0. The Company has an operating lease agreement with Ms. Qingmei Lin, a related party, for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027. The monthly rent expense is RMB10,000 (approximately $1,450). For more related party transactions, see Note 10 of the accompanying consolidated financial statements. Item 14. Principal Accountant Fees and Services The 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, 2020 and 2019. Fee Category Fiscal Year Ended December 31, 2020 Fiscal Year Ended December 31, 2019 Audit Fees (1) $ 191,400 $ 15,198 Audit-Related Fees (2) $ - $ - Tax Fees (3) $ - $ - All Other Fees (4) $ 12,563 $ - (1) 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. (2) 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. (3) This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning. (4) This category consists of fees for services provided by our independent registered public accountants other than the services described above. All above audit services were pre-approved by the Board of Directors for the fiscal years ended December 31, 2020 and 2019, which concluded that the provision of such services by WWC P.C., subsequently, MaloneBailey, LLP was appointed on March 10, 2021 that was compatible with maintenance of the firm’s independence in the conduct of its audits. Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this Annual Report (1) All Financial Statements The consolidated financial statements as listed in the accompanying “Index to Consolidated Financial Statements” are filed as part of this Annual Report on Form 10-K. (2) Financial Statement Schedules All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts 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 Form 10-K. 37 (3) Exhibits Number Description 3.1 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) 3.2 Bylaws (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). 4.1* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended 10.1 English 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. (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on May 14, 2020) 10.2 Employment 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) 10.3 Sale 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, 2019) 10.4* Equity Interest Transfer Agreement, dated June 22, 2020, by and among Fortune Valley Treasure, Inc., Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd., Dongguan Xixingdao Technology Co., Ltd. and its shareholders 10.5* Amendment to Equity Interest Transfer Agreement, dated December 18, 2020, by and among Fortune Valley Treasure, Inc., Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd. and Dongguan Xixingdao Technology Co., Ltd. 10.6* Supplemental Agreement to Equity Interest Transfer Agreement, dated January 6, 2021, by and among DaXingHuaShang Investment (Hong Kong) Ltd, Valley Holdings Limited, Angel International Investment Holdings Limited and Fortune Valley Treasures, Inc. 10.7* Termination Agreement, dated January 6, 2021, by and among Jiujiu Group Stock Co., Ltd., Valley Holdings Limited, Angel International Investment Holdings Limited and Fortune Valley Treasures, Inc. 14.1* Code of Ethics 21.1* Subsidiaries of the registrant 31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2* Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1** 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. 32.2** 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. 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith ** Furnished herewith Item 16. Form 10–K Summary None. 38 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FORTUNE VALLEY TREASURES, INC. Date: April 26, 2021 By : /s/ Yumin Lin Name: Yumin Lin Title: Chief Executive Officer, President and Secretary (Principal Executive Officer) By : /s/ Kaihong Lin Name: Kaihong Lin Title: Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 39 Fortune Valley Treasures, Inc. Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 Contents Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Loss F-5 Consolidated Statements of Changes in Equity (Deficit) F-6    Consolidated Statements of Cash Flows F-7 Notes to Financial Statements F-8 to F-24 40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Fortune Valley Treasures, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Fortune Valley Treasures, Inc. and its subsidiaries (the “Company”) as of December 31, 2020, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern 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 has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. 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 audit 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 audit 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. 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 audit 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 audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F- 1 Valuation of Intangible Asset Acquired in Business Combination Description of the Matter As described in Note 7 to the financial statements, the Company completed the acquisition of 90% equity interest of Dongguan Xixingdao Technology Co., Ltd. (“Xixingdao”) for consideration of approximately $9.8 million in 2020 which resulted in approximately $3.1 million intangible asset, consists entirely of distribution channel, and approximately $6.9 million goodwill being recognized. The fair value of intangible asset acquired was based upon valuation techniques under income approach with the assistance of a specialist engaged by the Company. Management applied judgment in estimating the fair value of intangible asset acquired, which involved the use of significant estimates and assumptions with respect to the amount and timing of expected future cash flows and discount rate. We identified the valuation of intangible asset acquired as a critical audit matter due to its materiality to the financial statements and the significant estimates and assumptions involved by the management in determining the fair value of the intangible asset, the audit of which required a high degree of auditor judgement. How We Addressed the Matter in Our Audit Our audit procedures related to the valuation of intangible asset include the following, among others: 1) We obtained and read the executed purchase agreements; 2) We obtained an understanding of the work of the Company’s specialist and the management’s process and controls for estimating the fair value of intangible asset; 3) We evaluated the appropriateness of the valuation methods, 4) We tested the completeness and accuracy of data provided by management; 5) We evaluated the reasonableness of significant inputs and assumptions used; and 6) We evaluated the adequacy of the Company’s disclosures related to the acquisition. Impairment of Goodwill Description of the Matter As described in Note 2 and 7 to the financial statements, the Company performs its annual impairment testing on goodwill for its reporting units on December 31, of each fiscal year and whenever there are events or changes in circumstances indicate that an impairment may exist. During the year ended December 31, 2020, the Company recognized an impairment loss of approximately $5.6 million related to Xixingdao. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value. The Company used the income approach with the discounted cash flow valuation method with the assistance of a specialist engaged by the Company to estimate fair value, which requires management to make significant estimates and assumptions related to forecasted revenues and cash flows and the discount rate. We identified the impairment of goodwill analysis for Xixingdao as a critical audit matter due to its materiality to the financial statements and the significant estimates and assumptions involved, the audit of which required a high degree of auditor judgement. How We Addressed the Matter in Our Audit Our audit procedures related to the goodwill impairment analysis include the following, among others: 1) We obtained an understanding of the work of the Company’s specialist and the management’s process and controls for goodwill impairment evaluation; 2) We compared management’s forecasted revenue and cash flows to the actual results of the Company; 3) We evaluated the appropriateness of the valuation methods, 4) We tested the completeness and accuracy of data provided by management; and 5) We evaluated the reasonableness of significant inputs and assumptions used. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2021. Houston, Texas April 26, 2021 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Stockholders of 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 Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainly. 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. 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. /s/ WWC, P.C. WWC, P.C. Certified Public Accountants We have served as the Company’s auditor since December 4, 2017 San Mateo, California May 12, 2020 F- 3 Fortune Valley Treasures, Inc. Consolidated Balance Sheets As of December 31, 2020 and 2019 2020 2019 Assets Current assets Cash and cash equivalents $ 249,837 $ 38,137 Accounts receivable 2,468,038 146 Inventories 144,565 28,502 Prepayments and other current assets 383,808 7,185 Due from related parties 984,806 - Total current assets 4,231,054 73,970 Non-current assets Deposits paid 671,921 - Property and equipment, net 47,815 8,611 Operating lease right-of-use assets 153,251 - Operating lease right-of-use assets, related parties 160,013 110,456 Intangible assets, net 3,028,490 - Goodwill 1,368,915 - Total Assets $ 9,661,459 $ 193,037 Liabilities and Stockholders’ Equity (Deficit) Current liabilities Operating lease obligations – current $ 67,915 $ - Operating lease obligations, related parties - current 160,238 13,715 Accounts payable 251,541 - Accrued liabilities 277,531 32,860 Income tax payable 321,670 - Customer advances 580,151 - Due to related parties 337,400 808,777 Total current liabilities 1,996,446 855,352 Non-current liabilities Operating lease obligations – non-current 85,764 - Operating lease obligations, related parties – non-current 93,332 98,189 Bank and other borrowings 254,266 - Total Liabilities 2,429,808 953,541 Stockholders’ Equity (Deficit) Common stock (3,000,000,000 shares authorized, 313,098,220 and 307,750,100 issued and outstanding as of December 31, 2020 and 2019, respectively) 313,098 307,750 Additional paid in capital 10,763,790 - Accumulated deficit (4,341,417 ) (1,085,853 ) Accumulated other comprehensive income 300,26 5 17,599 Total Fortune Valley Treasures, Inc. stockholders’ equity (deficit) 7,035,736 (760,504 ) Noncontrolling interests 195,915 - Total Stockholders’ Equity (Deficit) 7,231,651 (760,504 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 9,661,459 $ 193,037 See accompanying notes to the consolidated financial statements F- 4 Fortune Valley Treasures, Inc. Consolidated Statements of Operations and Comprehensive Loss For the Years ended December 31, 2020 and 2019 2020 2019 Net revenues (including related party revenue $273,677 and $245,392 for 2020 and 2019, respectively) $ 5,005,694 $ 275,219 Cost of revenues 1,673,367 216,222 Gross profit 3,332,327 58,997 Other operating income 35,164 - Operating expenses: Selling and distribution expenses 23,191 - General and administrative expenses 873,505 439,340 Other operating expenses 30,812 - Impairment loss on goodwill 5,594,692 - Operating loss (3,154,709 ) (380,343 ) Other income (expense): Other income 26,878 2,474 Loss from conversion of related party loan (199,030 ) - Interest income 761 206 Interest expense (14,325 ) (11 ) Other income (expense), net (185,716 ) 2,669 Loss before income tax (3,340,425 ) (377,674 ) Income tax expense 306,928 82 Net loss $ (3,647,353 ) $ (377,756 ) Less: Net loss attributable to noncontrolling interests (391,789 ) - Net loss attributable to Fortune Valley Treasures, Inc. (3,255,564 ) (377,756 ) Other comprehensive income: Foreign currency translation gain 321,337 4,480 Total comprehensive loss (3,326,016 ) (373,276 ) Less: comprehensive loss attributable to noncontrolling interests (353,118 ) - Comprehensive loss attributable to Fortune Valley Treasures, Inc. $ (2,972,898 ) $ (373,276 ) Loss per share Basic and diluted loss per share $ (0.01 ) $ (0.00 ) Basic and diluted weighted average shares outstanding 307,809,853 307,750,100 See accompanying notes to the consolidated financial statements F- 5 Fortune Valley Treasures, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) For the Years ended December 31, 2020 and 2019 Accumulated Additional Other Non No. of Common Paid in Accumulated Comprehensive controlling Shares Stock Capital Deficit Income Interests Total Balance as of December 31, 2018 307,750,100 $ 307,750 $ - $ (708,097 ) $ 13,119 $ - $ (387,228 ) Net loss - - - (377,756 ) - - (377,756 ) Foreign currency translation adjustment - - - - 4,480 - 4,480 Balance as of December 31, 2019 307,750,100 $ 307,750 $ - $ (1,085,853 ) $ 17,599 $ - $ (760,504 ) Shares issued for conversion of related party loan 485,439 485 994,664 - - - 995,149 Shares issued for acquisition of subsidiary 4,862,681 4,863 9,769,126 - - - 9,773,989 Noncontrolling interests arising from acquisition of subsidiary - - - - - 549,033 549,033 Net loss - - - (3,255,564 ) - (391,789 ) (3,647,353 ) Foreign currency translation adjustment - - - - 282,666 38,671 321,337 Balance as of December 31, 2020 313,098,220 $ 313,098 $ 10,763,790 $ (4,341,417 ) $ 300,265 $ 195,915 $ 7,231,651 See accompanying notes to the consolidated financial statements F- 6 Fortune Valley Treasures, Inc. Consolidated Statements of Cash Flows For the Years ended December 31, 2020 and 2019 2020 2019 Cash flows from operating activities Net loss $ (3,647,353 ) $ (377,756 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization expense 282,795 1,073 Non-cash lease expense 124,542 15,241 Impairment loss on goodwill 5,594,692 - Loss from conversion of related party loan 199,030 - Changes in operating assets and liabilities Accounts receivable (2,311,261 ) 7,512 Inventories (28,659 ) 206,785 Prepayments and other current assets (74,427 ) 2,854 Deposits paid (635,902 ) - Accounts payable 199,520 - Customer advances 549,051 - Accrued liabilities 740,652 (1,702 ) Income tax payable 298,039 - Operating lease obligations (54,454 ) (27,653 ) Net cash provided by (used in) operating activities 1,236,265 (173,646 ) Cash flows from investing activities Advance to related parties (936,192 ) - Proceeds from acquisition of subsidiary 7,672 - Repayment of advance to related parties 46,388 - Purchase of property and equipment (65,899 ) - Net cash used in investing activities (948,031 ) - Cash flows from financing activities Repayments to related parties (920,457 ) - Borrowings from related parties 571,453 182,306 Borrowings from a third party 108,721 - Proceeds from bank borrowings, net 131,915 - Net cash provided by (used in) financing activities (108,368 ) 182,306 Effect of exchange rate changes on cash and cash equivalents 31,834 (522 ) Net changes in cash and cash equivalents 211,700 8,138 Cash and cash equivalents–beginning of the year 38,137 29,999 Cash and cash equivalents–end of the year $ 249,837 $ 38,137 Supplementary cash flow information: Interest paid $ 14,325 $ 11 Interest received $ 761 $ 206 Income taxes paid $ - $ 82 Non-cash investing and financing activities Expenses paid by related parties on behalf of the Company $ 498,549 $ - Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 256,804 $ - Shares issued for acquisition of subsidiary $ 9,773,989 $ - Related party loan settled with issuance of shares $ 769,119 $ - See accompanying notes to the consolidated financial statements F- 7 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Fortune Valley Treasures, Inc. (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, and drinking water distribution and delivery are conducted through its subsidiaries in the People’s Republic of China (“PRC”). On January 5, 2018, the Company changed its fiscal year end from August 31 to December 31. On 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. On April 11, 2018, the Company entered into a share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”) and its shareholders: 1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd. and 3.) China Kaipeng Group Co., Ltd whereby the Company newly issued 300,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer; accordingly, the Company’s historical statement of stockholders’ equity has been retroactively restated to the first period presented. DIGLS was incorporated with limited liability in the Republic of Seychelles on July 4, 2016, with share capital of $100,000 divided into 250,000,000 ordinary shares with $0.0004 par value. DIGLS wholly owns DaXingHuaShang Investment (Hong Kong) Limited (“DILHK”). DILHK was incorporated in Hong Kong on June 22, 2016 as an investment holding company with limited liability. DILHK was previously wholly owned by Mr. Yumin Lin. On November 11, 2016, Mr. Yumin Lin, transferred 100% of his ownership in DILHK to DIGLS. DILHK wholly owns Qianhai DaXingHuaShang Investment (Shenzhen) Co. Ltd. (“QHDX”) which was incorporated with limited liability on November 3, 2016 in the PRC as a wholly foreign-owned enterprise. QHDX wholly owns Dongguan City France Vin Tout Ltd. (“FVTL”). FTVL was incorporated on May 31, 2011 in the PRC with limited liability. FTVL was previously owned and controlled by Mr. Yumin Lin. FTVL has a license to sell foods up through September 10, 2022. On November 20, 2016, Mr. Yumin Lin transferred his ownership in FTVL to QHDX for nominal consideration. The share transfers detailed above by and among Mr. Yumin Lin, DIGLS, DILHK, QHDX, and FVTL have been accounted for as a series of business combinations of entities under common control; accordingly, the values in these financial statements reflect the carrying values of those entities, and no goodwill was recorded as a result of these transactions. On March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the equity interest of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles. The transaction 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 interest 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 as of December 31, 2019, and they did not have any substantial operations or active business during the year ended December 31, 2019. On 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. Pursuant to the Makaweng Agreement, QHDX agreed to purchase 51% of Makaweng’s equity interest from Xingwen Wang in exchange for shares of FVTI’s common stock. On August 28, 2019, the registration of transferring the 51% of equity interest of Makaweng to QHDX with local government authorities was completed. On December 3, 2020, QHDX and Xingwen Wang, an original shareholder of Makaweng, signed a share transfer agreement (the “Share Transfer Agreement”) pursuant to which the parties agreed that QHDX would transfer all of the 51% of equity interest of Makaweng it held to Xingwen Wang. Upon the effectiveness of the Share Transfer Agreement, QHDX no longer owned an equity interest in Makaweng. As of the date of the Share Transfer Agreement, the Company has not issued any common shares to Xingwen Wang and the control of Makaweng has never been transferred to QHDX. On June 22, 2020, the Company entered into a sale and purchase agreement along with Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd., a company incorporated in the PRC and a wholly-owned subsidiary of FVTI (“QHDX”), to acquire 90% of the equity interest of Dongguan Xixingdao Technology Co., Ltd. (“Xixingdao”), a company incorporated in the PRC, in exchange for 4,862,681 shares of the Company’s common stock. The Company obtained the control of Xixingdao on August 31, 2020, the shares were issued on December 28, 2020. Xixingdao became the Company’s subsidiary since August 31, 2020. F- 8 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars. Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interests in subsidiaries is reflected in the consolidated statements of operations. Entity Name Date of Incorporation Parent Entity Nature of Operation Place of Incorporation DIGLS July 4, 2016 FVTI Investment holding Republic of Seychelles DILHK June 22, 2016 DIGLS Investment holding Hong Kong, PRC QHDX November 3, 2016 DILHK Investment holding PRC FVTL May 31, 2011 QHDX Trading of food and platform PRC JJGS August 17, 2017 FVTI Investment holding Republic of Seychelles JJHK August 24, 2017 JJGS Investment holding Hong Kong, PRC JJSZ November 16, 2018 JJHK Trading of food PRC Xixingdao August 28, 2019 QHDX Drinking water distribution and delivery PRC Dongguan City Fu La Tu Trade Ltd (“FLTT”) September 27, 2020 FVTL Trading of alcoholic beverages PRC Dongguan City Fu Xin Gu Trade Ltd (“FXGT”) December 2, 2020 FVTL Trading of alcoholic beverages PRC Dongguan City Fu Xin Technology Ltd (“FXTL”) November 12, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”) December 21, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Jing Technology Ltd (“FJTL”) November 17, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Xiang Technology Ltd (“FGTL”) November 16, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”) November 9, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Lai Food Ltd (“FLFL”) September 27, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Yi Beverage Ltd (“FYDL”) November 12, 2020 Xixingdao Drinking water distribution and delivery PRC Dongguan City Fu Tai Food Trade Ltd (“FTFL”) October 23, 2020 Xixingdao Drinking water distribution and delivery PRC Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern, allowance of doubtful accounts, allowance of deferred tax asset, useful lives and impairment of long-lived assets, valuation of intangible assets acquired and impairment of goodwill. Actual results may materially differ from these estimates. Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. Foreign currency translation and re-measurement The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters ”. The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, DILHK, JJGS and JJHK’s functional currency is the U.S. dollar; QHDX, JJSZ and their subsidiaries which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency. The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows: ● Monetary assets and liabilities at exchange rates in effect at the end of each period ● Nonmonetary assets and liabilities at historical rates ● Revenue and expense items at the average rate of exchange prevailing during the period Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations. The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period F- 9 Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity. December 31, 2020 December 31,2019 Spot RMB: USD exchange rate $ 0.15317 $ 0.14334 Average RMB: USD exchange rate $ 0.14496 $ 0.14505 The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US dollars at the rates used in translation. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in the Hong Kong and the PRC. Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the customer obligations due under normal trade terms net of allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for doubtful accounts taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables balance. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability. Inventories Inventories consisting of finished goods are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventory. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled, or in excess of future demand. The Company provides impairment that is charged directly to cost of sales when is has been determined the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost. The Company’s primary products are alcoholic beverages and water. The selling price of alcoholic beverages tend to increase over time, however, there are circumstances where alcoholic beverages may be subject to spoilage if stored for prolong periods of time. F- 10 Property and equipment Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows: Office equipment 3-20 years Leasehold improvements 3 years The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized. Intangible asset, net Intangible assets with definite lives are stated at cost less accumulated amortization and consist mainly of distribution channel that was acquired in the acquisition of Xixingdao. Amortization is calculated on the straight-line basis over the following estimated useful lives: Categories Estimated useful life Distribution channel 4 years Operating leases The Company recognizes its leases in accordance with ASC 842 - Leases. Under ASC 842, operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. The Company elected the short-term lease exemption for contracts with lease terms of 12 months or less. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. Impairment of long-lived assets other than goodwill The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated. If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company did not recognize any impairment of long-lived assets during the years ended December 31, 2020 and 2019. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual and interim reporting periods beginning after December 15, 2022 for smaller reporting companies. The Company has early adopted ASU 2017-04 on January 1, 2020. During the year ended December 31, 2020, the Company has recorded impairment of goodwill in the amount of $5,594,692. F- 11 Revenue recognition The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges. We generate revenue primarily from the sales of wine, water and oil directly to agents, wholesalers and end users. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for shipping and handling fees as a fulfillment cost. The following table provides information about disaggregated revenue based on revenue by product types: For the years ended December 31, 2020 December 31, 2019 Sales of wine $ 2,704,662 $ 275,219 Sales of water 1,297,554 - Sales of oil 493,284 - Others 510,194 - Total $ 5,005,694 $ 275,219 Contract liabilities Contract liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers or wholesales customers for wines, water and other products prior to them taking possession of the Company’s products. The Company records these receipts as customer advances until the control of the products has been transferred the customers. As of December 31, 2020 and 2019, the Company had customer advances of $580,151 and $Nil, respectively. F- 12 Sales and distribution expenses Sales and distribution expenses amounted to $23,191 and $Nil for the years ended December 31, 2020 and 2019, respectively. Selling and distribution costs are expensed as incurred and included in selling expenses. General and administrative expenses General and administrative expenses consist primarily of salary and welfare for general and administrative personnel, rental expenses, entertainment expenses, general office expenses and professional service fees. Value-added taxes Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company is 17% for the period from the beginning of 2018 till the end of April 2018, then changed to 16% from May 2018 to the end of March 2019, and changed to 13% from April 2019. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. For entities that are VAT small taxpayers, VAT rate applicable is 3% for the period from the beginning of 2018, then during the COVID-19, the small taxpayers are allowed to enjoy the preferred tax policy, tax rate from 3% to 1% for the period from March 1, 2020 to December 31, 2020. All of the VAT returns filed by the Company’s subsidiaries in the PRC, have been and remain subject to examination by the PRC tax authorities for five years from the date of filing. VAT payables are included in accrued liabilities. Income taxes The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate. The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense. F- 13 Statutory reserves Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. As of December 31, 2020, the Company’s WFOE and its subsidiaries did not make the provision for the statutory reserves. Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Financial instruments The Company accounts for financial instruments in accordance to ASC Topic 820, “Fair Value Measurements and Disclosures,” which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,” which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for financial assets and liabilities, which primarily consist of cash and cash equivalents, accounts receivable, inventories, prepayments and other current assets, accounts payable, accrued liabilities, income tax payable, customer advances, are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. 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 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. F- 14 Comprehensive income Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment. Segment reporting The Company reports each material operating segment in accordance with ASC 280, “Segment Reporting”. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has determined that it has only one operating segment. Significant risk Currency risk A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. The Company maintains certain bank accounts in the PRC. On May 1, 2015, the PRC’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete protection for the Company’s accounts, as its aggregate deposits are much higher than the compensation limit, which is RMB500,000 for one bank. However, the Company believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes that those Chinese banks that hold the Company’s cash and cash equivalents and short-term investments are financially sound based on public available information. Other than the deposit insurance mechanism in the PRC mentioned above, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance. Concentration and credit risk Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and short-term investments. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash and cash equivalents with financial institutions located in jurisdictions where the subsidiaries are located. The Company believes that no significant credit risk exists as these financial institutions have high credit quality. The Company’s also exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by group of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company generally requires payment after delivery of the goods within 60 to 90 days. Credit limits are established and exposure is monitored in light of changing counterparty and market conditions. During the year ended December 31, 2019, 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 of the Company’s sales. There was no revenue from customers which individually represented greater than 10% of the total revenues for the year ended December 31, 2020. Interest rate risk Fluctuations in market interest rates may negatively affect our financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage our interest risk exposure. F- 15 Related party transaction A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Business combination The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed, with any excess recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred. F- 16 Recent accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 will be effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements and does not expect the adoption to have a material impact. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this standard has removed, modified and added certain disclosures under ASC Topic 820, Fair Value Measurement, with the objective of improving disclosure effectiveness. On January 1, 2020, the Company adopted ASU 2018-13 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public entities for annual reporting periods and interim periods within those years beginning after December 15, 2020, and early adoption is permitted. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated financial statements. NOTE 3 - GOING CONCERN The 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. Although positive operating cash flow has been generated in the year ended December 31, 2020, the Company had recurring negative operating cash flows historically. In addition, for the years ended December 31, 2020 and 2019, the Company reported recurring net losses of $3,647,353 and $377,756, respectively. 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. In an effort to improve its financial position, the Company is working to obtain new working capital through improving its operation and obtaining loans from banks or other financial institutes. 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. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. F- 17 NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following as of December 31, 2020 and 2019: 2020 2019 Accounts receivable $ 2,468,038 $ 146 Less: Allowance for doubtful accounts - - Account receivable, net $ 2,468,038 $ 146 NOTE 5 – Prepayments AND OTHER CURRENT ASSETS Prepayments and other current assets consisted of the following as of December 31, 2020 and 2019: 2020 2019 Prepayments $ 376,746 $ 7,185 Other current assets 7,062 - $ 383,808 $ 7,185 As of December 31, 2020 and 2019, the balance of $376,746 and $7,185, respectively, represented the advanced payments to suppliers. NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following as of December 31, 2020 and 2019: 2020 2019 Office equipment $ 69,158 $ 61,510 Leasehold improvement 54,146 - Property and equipment 123,304 61,510 Less: Accumulated depreciation (75,489 ) (52,899 ) Property and equipment, net $ 47,815 $ 8,611 Depreciation expense, which was included in general and administrative expenses, for the years ended December 31, 2020 and 2019 was $22,590 and $1,072, respectively. F- 18 NOTE 7 – BUSINESS COMBINATION AND GOODWILL On August 31, 2020, FVTI completed the acquisition of 90% equity interest of Xixingdao. The Company aimed to enter the service of drinking water distribution and delivery market in Dongguan City, Guangdong Province through this acquisition. The purchase consideration is $9,773,989, consists of 4,862,681 shares of the Company’s common stock issued to Xixingdao’s original owner fair valued at the acquisition date. These shares were issued on December 28, 2020. The Company accounted for the acquisition using the purchase method of accounting for business combination under ASC 805. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities based on their estimated fair values as of the acquisition date. The determination of fair values involves the use of significant judgment and estimates and in the case of Xixingdao, this is with specific reference to acquired intangible asset. The judgments used to determine the estimated fair value assigned to assets acquired and liabilities assumed, as well as the intangible asset life and the expected future cash flows and related discount rate, can materially impact the Company’s consolidated financial statements. Significant inputs and assumptions used for the model included the amount and timing of expected future cash flows and discount rate. The Company utilized the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition. The purchase price was allocated on the acquisition date of Xixingdao as follows: Account and other receivables $ 305,866 Inventories 79,332 Other net assets (12,884 ) Distribution channel 3,145,260 Due to related party (135,080 ) Noncontrolling interest (549,033 ) Goodwill 6,940,530 Total purchase price $ 9,773,991 The results of operations, financial position, and cash flows of Xixingdao have been included in the Company’s consolidated financial statements since the date of acquisition. Goodwill arising from this business combination is not tax deductible. The following unaudited pro forma information presents the combined results of operations for the years ended December 31, 2020 and 2019 as if the acquisition of Xixingdao had occurred as of January 1, 2020 and May 31, 2019, the inception date of Xixingdao. These unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Company consummated the acquisition on January 1, 2020 or May 31, 2019, nor are they indicative of future results of operations: For the years ended December 31 2020 2019 Pro forma net revenues $ 5,327,633 $ 853,926 Pro forma net loss 3,634,335 159,007 Pro forma net loss attributable to Fortune Valley Treasures, Inc. 3,243,848 180,882 The Company’s policy is to perform its annual impairment testing on goodwill for its reporting unit on December 31, of each fiscal year or more frequently if events or changes in circumstances indicate that an impairment may exist. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of Xixingdao to its carrying value. The Company used the income approach with the discounted cash flow valuation method with the assistance of a third-party valuation appraiser to estimate fair value, which requires management to make significant estimates and assumptions related to forecasted revenues and cash flows and the discount rate. The impairment loss on goodwill of $5,594,692, was recognized during the year ended December 31, 2020. As of December 31, 2020, the balance of goodwill is $1,368,915. F- 19 NOTE 8 – INTANGIBLE ASSETS Intangible assets and related accumulated amortization were as follows : 2020 2019 Distributor channel $ 3,299,329 $ - Other 4,105 - Total intangible assets 3,303,434 - Less: Accumulated amortization (274,944 ) - Total $ 3,028,490 $ - Amortization expense for the years ended December 31, 2020 and 2019 was $260,205 and $0, respectively, included in cost of revenues. Other intangible assets mainly consist of internal-used software under development, which is not yet ready for use. As of December 31, 2020, the future estimated amortization costs for distribution channel are as follows: 2021 $ 824,832 2022 824,832 2023 824,832 2024 549,889 Thereafter - Total $ 3,024,385 NOTE 9 - INCOME TAXES United States of America The Company is registered in the State of Nevada and is subject to United States of America tax law. The U.S federal income tax rate is 21%. Seychelles Under the current laws of the Seychelles, DIGLS and JJGS are registered as an international business company which governed by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles. Hong Kong From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately $289,855), and 16.5% on any part of assessable profits over HK$2,000,000. For the years ended December 31, 2020 and 2019, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the year. The PRC The Company’s subsidiaries are incorporated in the PRC, and are subject to the PRC Enterprise Income Tax Laws (“EIT Laws”) with the statutory income tax rate of 25% with the following exceptions. F- 20 On January 17, 2019, the State Taxation Administration issued the notice on the scope of small-scale and low-profit corporate income tax preferential policies of the Ministry of Finance and the State Administration of Taxation, [2019] No. 13 for small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000 (including RMB1,000,000), approximately $142,209, their income is reduced by 25% to the taxable income, and enterprise income tax is paid at 20% tax rate, which is essentially resulting in a favorable income tax rate of 5%. While for the portion of annual taxable income exceeding RMB1,000,000, approximately $142,209, but not more than RMB3,000,000, approximately $426,627, the income is reduced by 50% to the taxable income, and enterprise income tax is paid at 20% tax rate, which is essentially resulting in a favorable income tax rate of 10%. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. All of the Company’s PRC subsidiaries met the criteria of small-scale and low-profit enterprises. The components of the income tax provision are as follows: As of As of December 31, 2020 December 31, 2019 Current: – United States of America $ 46,621 $ - – Seychelles - - – Hong Kong - - – The PRC 260,307 82 Deferred – United States of America - - – Seychelles - - – Hong Kong - - – The PRC - - Total $ 306,928 $ 82 A summary of United States and foreign income (loss) before income taxes was composed of the following: 2020 2019 Loss attributed to PRC operations $ (2,861,595 ) $ (183,120 ) Income (loss) attributed to Seychelles and Hong Kong 873 (1,820 ) Loss attributed to U.S. (479,703 ) (192,734 ) Loss before tax $ (3,340,425 ) $ (377,674 ) The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the years ended December 31, 2020 and 2019: 2020 2019 U.S. federal statutory income tax rate 21.0 % 21.0 % Higher rates in PRC, net - % 4.0 % Reconciling items, net operating losses in PRC and other jurisdictions, election to not recognize tax asset - % -25.0 % Income tax difference under different tax jurisdictions -3.9 % - % PRC tax exemption for qualified small-scale and low-profit enterprises 17.7 % - % Valuation allowance on deferred income tax assets -1.5 % - % Amortization of intangible asset and impairment of goodwill not deductible for tax purposes -36.8 % - % Impact of GILTI -4.4 % - % Others -1.3 % - % The Company’s effective tax rate -9.2 % 0.0 % The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The significant components of deferred taxes of the Company are as follows: As of December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carry forwards $ - - -United States - - -Hong Kong - - -PRC 54,598 - Gross deferred tax assets 54,598 - Less: valuation allowance (54,598 ) - Total deferred tax assets, net $ - $ - F- 21 NOTE 10- RELATED PARTY TRANSACTIONS Amounts due from related parties as of December 31, 2020 and 2019 are as follows: 2020 2019 Mr. Yumin Lin President, Chief Executive Officer, Secretary, Director $ 45,662 $ - Mr. Kaihong Lin Chief Financial Officer and Treasurer 215,973 - Ms. Xiulan Zhou Manager of a subsidiary, Mr. Yumin Lin’s wife 360,273 - Mr. Huagen Li Manager of a subsidiary 123,456 - Mr. Zhipeng Zuo Manager of a subsidiary 133,658 - Ms. Shuqin Chen Subsidiary’s manager 105,784 - $ 984,806 $ - Amounts due to related parties as of December 31, 2020 and 2019 are as follows: 2020 2019 Mr. Yumin Lin President, Chief Executive Officer, Secretary, Director $ - $ 791,576 Ms. Qingmei Lin Mr. Yumin Lin’s former wife - 17,201 Mr. Yuwen Li Vice President 292,024 - Ms. Lihua Li Mr. Yuwen Li’s wife 677 - Mr. Zihao Ye Manager of a subsidiary 12,958 - Mr. Weihua Zuo Manager of a subsidiary 2,298 - Mr. Deqin Ke Manager of a subsidiary 9,274 - Ms. Xiuyun Wang Manager of a subsidiary 1,483 - Mr. Shengpin Liu Manager of a subsidiary 306 - Mr. Aisheng Zhang Manager of a subsidiary 3,063 - Mr. Zhihua Liao Manager of a subsidiary 12,254 - Shenzhen DaXingHuaShang Industry Development Ltd. Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industry Development Ltd. 3,063 - $ 337,400 $ 808,777 Revenues generated from related parties during the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Mr. Yuwen Li Vice President $ 627 $ - Mr. Kaihong Lin Chief Financial Officer and Treasurer 51 - Mr. Yumin Lin President, Chief Executive Officer, Secretary, Director 332 - Mr. Naiyong Luo Manager of a subsidiary - 220,203 Ms. Xiulan Zhou Manager of a subsidiary, Mr. Yumin Lin’s wife 42 - Shenzhen DaXingHuaShang Industry Development Ltd Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industry Development Ltd. 1,257 - Shenzhen DaXingHuaShang Supplychain Service Co. Subsidiary of Shenzhen DaXingHuaShang Industry Development Ltd 269,552 - Guangdong Shuiyijia Distribution Co. Ms. Lihua Li is the supervisor of this company 149 - Mr. Hongwei Ye Manager of a subsidiary, Shareholder 1,225 25,189 Mr. Zihao Ye Manager of a subsidiary 442 - $ 273,677 $ 245,392 Due from related parties mainly consists of funds advanced to related parties as borrowings or funds advanced to pay off the Company’s expenses. The balances are unsecured, non-interest bearing. During the year ended December 31, 2020, the Company advanced $936,192 to its related parties, and collected $46,388 repayments. Due to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand. During the year ended December 31, 2020, the Company borrowed $571,453 from these related parties, and repaid $920,457. In addition, during the year ended December 31, 2020, these related parties paid expenses on the Company’s behalf in an amount of $498,549. During the year ended December 31, 2020, the Company has also settled its balance due to Yumin Lin in an amount of $796,119 with 485,439 shares of the Company’s common stock resulted in a conversion loss of $199,030 recorded as other expense. F- 22 NOTE 11 – OPERATING LEASES As of December 31, 2020, the Company has twelve separate operating lease agreements for three office spaces, one warehouse and eight stores in PRC with remaining lease terms of from 21 months to 76 months. Three of these leases were entered with related parties. The Company has an operating lease agreement with Qingmei Lin, a related party, for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027. The monthly rent expense is RMB10,000 (approximately $1,450). The Company has an operating lease agreement with subsidiary of Shenzhen DaXingHuaShang Industry Development Ltd., a related party, for the premises in Shenzhen City, PRC. The agreement covers the period from October 28, 2016 to October 28, 2021. The Company terminated the agreement on February 28, 2021. The monthly rent expense is RMB30,000 (approximately $4,349). The Company has an operating lease agreement with Hongwei Ye, a related party, for the premises in Dongguan City, PRC. The agreement covers the period from September 27, 2020 to September 30, 2023. The monthly rent expense is RMB960 (approximately $139). The components of lease expense and supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 are as follows: Operating lease cost (included in general and administrative expenses in the Company’s consolidated statements of operations) for the years ended December 31, 2020 December 31, 2019 Related parties $ 100,302 $ 18,870 Non-related parties 15,197 - Other information for the years ended December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease obligations $ 57,115 $ 17,406 Weighted average remaining lease term (in years) 3.48 7.25 Weighted average discount rate 3.23 % 3.23 % Maturities of the Company’s lease obligations as of December 31, 2020 are as follows: Year ending December 31, 2021 $ 235,811 2022 84,477 2023 42,986 2024 18,381 2025 18,381 Thereafter 24,507 Total lease payment 424,543 Less: Imputed interest (17,294 ) Operating lease obligations $ 407,249 Lease expenses were $115,499 and $18,870 for the years ended December 31, 2020 and 2019, respectively. F- 23 NOTE 12 – BANK AND OTHER BORROWINGS In December 2020, the Company obtained a revolving credit line in the principal amount of RMB750,000 (approximately $115,000) from Huaneng Guicheng Trust Co., Ltd , a financial institution in PRC, which bears interest at the base Loan Prime Rate of 3.85% plus 8.75%. The credit line is guaranteed by Yumin Lin. The maturity date is on December 21, 2022. In August 2020, the Company obtained a revolving credit line in the principal amount of RMB910,000 (approximately $139,000) from China Construction Bank, which bears interest at the base Loan Prime Rate of 3.85% plus 0.4%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged by her property. The maturity date is on July 21, 2023. The balance of the loans borrowed under these credit lines as of December 31, 2020 and 2019 were as follows: 2020 2019 Bank loan from the trust in PRC $ 114,879 $ - China Construction Bank 139,387 - Total non-current borrowings $ 254,266 $ - In July 2020, the Company obtained a loan from Hua Hui (Shenzhen) Education Management Ltd., which is a related party with Hongwei Ye being the supervisor, who is also the manager of one of the Company’s subsidiaries, in the total principal amount of RMB1,300,000 (approximately $199,000). The loan bears interest at the rate of 0.7% per month. In December 2020, the Company repaid the loan in full as well as the interest expense of $12,789. The total interest expense was $14,325 (including $12,789 paid to the related party and $1,536 paid to the bank and financial institution) and $11 for the years ended December 31, 2020 and 2019, respectively. NOTE 13 - SUBSEQUENT EVENTS During the subsequent period, the Company advanced a total amount of $2,368,228 to its related parties, and the related parties repaid the amount of $3,302,329 to the Company. The remaining balance of due from related parties as of the filing date was $95,260. On January 6, 2021, FVTI, JJGS, Valley Holding Limited (“Valley Holdings”) and Angel International Investment Holdings Limited (the “Valley Holdings Seller”) signed a termination agreement, pursuant to which the parties mutually agreed to terminate the original equity interest transfer agreement signed on March 16, 2020. On the same date, FVTI, DILHK, Valley Holdings and the Valley Holdings Seller entered into a new equity interest transfer agreement, pursuant to which DILHK agreed to purchase 70% of Valley Holdings’ equity interest (the “Valley Holdings Equity Transfer”) from the Valley Holdings seller in consideration of FVTI’s common shares with value equivalents to $15 million. As of the date of this report, the closing of the Valley Holdings Equity Transfer has not occurred. On February 28, 2021, FVTI, QHDX and the original shareholders of Foshan BaiTaFeng Beverage Development Co., Ltd. (“BTF”) signed a termination agreement, pursuant to which the parties mutually agreed to terminate the original equity interest transfer agreement signed on December 31, 2019 (“BTF Agreement”). The BTF Agreement was terminated effective February 28, 2021 and the parties have no further rights or obligations under the BTF Agreement. The parties further agreed to waive their rights to any claims that may arise under the BTF Agreement. As of the date of the termination agreement, no equity interest of BTF had been transferred to QHDX. F- 24