UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ____ to ____
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
(Address of principal executive offices including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). ☐ Yes
| Class | Outstanding at May 16, 2025 | |
| Common Stock, $0.01 par value per share |
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 34 |
| Item 4. | Controls and Procedures | 34 |
| PART II. OTHER INFORMATION | 35 | |
| Item 1. | Legal Proceedings | 35 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosure | 36 |
| Item 5. | Other Information | 36 |
| Item 6. | Exhibits | 36 |
| SIGNATURES | 37 | |
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short - term investment | ||||||||
| Accounts receivable, net | ||||||||
| Advances to suppliers and other current assets | ||||||||
| Loan receivables | ||||||||
| Other receivables, net | ||||||||
| Amount due from related party | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| Property, plant and equipment, net | $ | $ | ||||||
| Right of use assets - operation lease | ||||||||
| Intangible assets | ||||||||
| Debt investment | ||||||||
| Assets related to discontinued operation-non current | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other payables | ||||||||
| Advances from customers | ||||||||
| Convertible notes payables | ||||||||
| Lease liability - operation lease | ||||||||
| Amounts due to related parties | ||||||||
| Liability related to discontinued operation | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Lease liability - operation lease | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Commitments and contingencies (Note 19) | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Future FinTech Group, Inc, Stockholders’ equity | ||||||||
| Common stock, $ | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Future FinTech Group, Inc. stockholders’ equity | ||||||||
| Non-controlling interests | ( | ) | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenues - third party | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| General and administrative expenses | ||||||||
| Stock compensation expense | ||||||||
| Selling expenses | ||||||||
| Provision of doubtful debts | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expenses) income | ||||||||
| Interest income | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ||||||
| Total other expense, net | ( | ) | ||||||
| Loss before Income Tax | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Loss from Continuing Operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued Operations (Note 17) | ||||||||
| Loss from discontinued operations | ( | ) | ||||||
| Gain on disposal of discontinued operations | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Less: Net Loss attributable to non-controlling interests of discontinued operations | ||||||||
| Less: Net Loss attributable to non-controlling interests of continued operations | ||||||||
| Net loss attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss) | ||||||||
| Loss from continued operations | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation – continued operations | ( | ) | ||||||
| Comprehensive loss - continued operation | ( | ) | ( | ) | ||||
| Income (loss) from discontinued operations | ||||||||
| Foreign currency translation - discontinued operation | ( | ) | ( | ) | ||||
| Comprehensive Gain - discontinued operation | ( | ) | ||||||
| Comprehensive Loss | ( | ) | ( | ) | ||||
| Less: Net loss attributable to non-controlling interests of continued operations | ||||||||
| Less: Net loss attributable to non-controlling interests | ||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC. STOCKHOLDERS | $ | ( | ) | ( | ) | |||
| Loss per share: | ||||||||
| Basic loss per share from continued operation | $ | ( | ) | $ | ( | ) | ||
| Basic loss per share from discontinued operation | ||||||||
| ( | ) | ( | ) | |||||
| Diluted loss per share: | ||||||||
| Diluted loss per share from continued operation | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share from discontinued operation | ||||||||
| ( | ) | ( | ) | |||||
| Weighted average number of shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| * | Reclassification- certain reclassifications have been made to the financial statements for the period ended March 31, 2024 to conform to the presentation for the period ended March 31, 2025, with no effect on previously reported net income (loss). |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Future Fintech Group, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Three Months ended March 31, 2024
| Accumulative | ||||||||||||||||||||||||||||||||
| Additional | Other | Non- | ||||||||||||||||||||||||||||||
| Common Stock | paid-in | Statutory | Accumulated | comprehensive | controlling | |||||||||||||||||||||||||||
| Shares* | Amount | capital | reserve | Deficits | income | interests | Total | |||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Issuance of common stocks-non cash | ||||||||||||||||||||||||||||||||
| Net loss from continued operation | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||
| Net loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Disposition of discontinued operation | - | ( | ) | - | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
Three Months ended March 31, 2025
| Accumulative | ||||||||||||||||||||||||||||||||
| Additional | Other | Non- | ||||||||||||||||||||||||||||||
| Common Stock | paid-in | Statutory | Accumulated | comprehensive | controlling | |||||||||||||||||||||||||||
| Shares* | Amount | capital | reserve | Deficits | income | interests | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Issuance of common stocks-conversion of debt | - | |||||||||||||||||||||||||||||||
| Net loss from continued operation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based payments-omnibus equity plan | - | |||||||||||||||||||||||||||||||
| Effect to rounding fractional shares into whole shares upon reverse stock split | ( | ) | - | |||||||||||||||||||||||||||||
| Disposition of discontinued operation | - | - | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net gain from discontinued operation | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Provision of doubtful debts | ||||||||
| Share-based payments | ||||||||
| Investment loss | ||||||||
| Interest expenses related to convertible note | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Notes receivable | ( | ) | ||||||
| Other receivable | ( | ) | ||||||
| Advances to suppliers and other current assets | ( | ) | ( | ) | ||||
| Operating lease assets and liabilities | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Advances from customers | ( | ) | ||||||
| Net Cash Used in Operating Activities – Continued Operations | ( | ) | ( | ) | ||||
| Net Cash Provided in Operating Activities – Discontinued Operations | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Additions to property, plant and equipment | ( | ) | ||||||
| Debt investment | ||||||||
| Disposal of property and equipment | ||||||||
| Payment for short term investment | ||||||||
| Disposal of a subsidiary, net of cash | ( | ) | ||||||
| Net Cash Provided by Investing Activities from Continued Operations | ||||||||
| Net Cash Used in Investing Activities from Discontinued Operations | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from the issuance of common stock, net of issuance costs | ||||||||
| Proceeds from amounts due from related parties, net | ||||||||
| Repayment of amounts due to related parties, net | ( | ) | ( | ) | ||||
| Net cash provided by financing activities from continued operations | ( | ) | ||||||
| Effect of change in exchange rate | ( | ) | ||||||
| NET DECREASE IN CASH AND RESTRICTED CASH | ( | ) | ( | ) | ||||
| Cash and cash equivalents, from the continuing operations beginning of year | ||||||||
| Less: Cash and cash equivalents from the discontinued operations, end of year | ( | ) | ||||||
| Cash and cash equivalents, from the continuing operations end of year | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION | ||||||||
| Issuance of common stocks (Note 15) | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
FUTURE FINTECH GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CORPORATE INFORMATION
Future FinTech Group Inc. (the “Company”) is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing services and trading in China. The Company also expanded into brokerage and investment banking business in Hong Kong. The Company had a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March 7, 2024.
On March 27, 2025, Future FinTech Group Inc. (the “Company”)
filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second
Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the
Company has authorized and approved a
The reverse stock split would be reflected in our March 31, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented.
5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2025 and the results of operations and cash flows for the periods ended March 31, 2025 and 2024. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2025. The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2025 as included in our Annual Report on Form 10-K.
Discontinued Operations
On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered.
On September 4, 2024, Tianjin Future Private Equity
Fund Management Partnership (Ltd Partnership) was dissolved and deregistered. The loss on disposal was $
On October 18, 2024, Nice Talent Asset Management
Limited (“NTAM”) was disposed of for a consideration of $
On December 6, 2024, FTFT Super Computing Inc.
was disposed of for a consideration of US$
On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future
Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA),
FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech
Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$
Based on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.
Segment Information Reclassification
The Company classified business segment into supply chain financing and trading and asset management services, and others.
Uses of Estimates in the Preparation of Financial Statements
The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value of property, plant and equipment, impairment of long-lived assets provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our condensed consolidated financial statements.
6
Going Concern
The Company’s financial statements are prepared assuming that the Company will continue as a going concern.
The Company incurred operating losses and had
negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its
future business plan. The Company’s operating losses amounted $
The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
Impairment of Long-Lived Assets
In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
Fair Value of Financial Instruments
The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:
| Level 1 | - Quoted prices in active markets for identical assets or liabilities. |
| Level 2 | - Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level 3 | - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities. |
Our cash and cash equivalents and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market price.
Earnings Per Share
Under ASC 260-10, Earnings Per Share, basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period.
7
Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants. Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted EPS computation. The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table.
As of March 31, 2025:
| Income | Share | Pre-share amount | ||||||||||
| Loss from continued operations attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||||||
| Income from discontinued operations attributable to Future Fintech Group, Inc. | ||||||||||||
| Basic EPS: | ||||||||||||
| Loss to common stockholders from continuing operations | ( | ) | ( | ) | ||||||||
| Income available to common stockholders from discontinued operations | $ | $ | ||||||||||
| Dilutive EPS: | ||||||||||||
| Warrants | ||||||||||||
| Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to Future Fintech Group, Inc. | ( | ) | ( | ) | ||||||||
| Diluted earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations | ||||||||||||
As of March 31, 2024:
| Income | Share | Pre-share amount | ||||||||||
| Loss from continued operations attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||||||
| Income from discontinued operations attributable to Future Fintech Group, Inc. | ||||||||||||
| Basic EPS: | ||||||||||||
| Loss to common stockholders from continuing operations | ( | ) | ( | ) | ||||||||
| Loss available to common stockholders from discontinued operations | $ | $ | ||||||||||
| Dilutive EPS: | ||||||||||||
| Warrants | ||||||||||||
| Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to Future Fintech Group, Inc. | ( | ) | ( | ) | ||||||||
| Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations | ||||||||||||
8
Cash and Cash Equivalents
Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.
Deposits in banks in the PRC are only insured
by the government up to RMB
The Company believes the probability of a bank failure, causing loss to the Company, is remote.
Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash and cash equivalents in the consolidated statements of cash flows.
Receivable and Allowances
Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.
Other receivables, and loan receivables are recognized and carried at the initial amount when occurred less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable impairment losses in our existing receivable.
Allowances for doubtful accounts are maintained for expected credit losses resulting from the Company’s customers’ inability to make required payments. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance is classified as “Bad debt expense” in the consolidated statements of comprehensive income. We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary.
Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we should abandon such efforts.
The Company has assessed its accounts receivable
including credit term and corresponding all its accounts receivables as of March 31, 2025. Bad debt expense was $
Revenue Recognition
We apply the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers.
9
We do not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax.
Revenue recognitions are as follows:
Sales of coals, aluminum ingots, sand and steel
The Company recognize revenue when the receipt
of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer. Revenue
was $
Sales agent services for coals, aluminum ingots, sand and steel
For the sale of third-party products where the
Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross amount
billed to customers. The Company considers multiple factors when determining whether it obtains control of third-party products, including
evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring
acceptability of the product. The Company recognizes net revenue from sale of coals and aluminum ingots when no control obtained throughout
the transactions. Revenue was and $
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.
Depreciation related to property, plant and equipment
used in production is reported in cost of sales, and includes amortized amounts related to capital leases. We estimated that the residual
value of the Company’s property and equipment ranges from
| Machinery and equipment | ||
| Building | ||
| Furniture and office equipment | ||
| Motor vehicles |
Intangible Assets
Acquired intangible assets are recognized based
on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized
unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s
book. These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment
by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The
fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would
use if they were pricing the intangible asset. The useful life of the Company’s intangible assets is
10
Foreign Currency and Other Comprehensive Income (Loss)
The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company is the USD. Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet dates, while equity accounts are translated using historical exchange rate.
The exchange rate we used to convert RMB to USD
was
The exchange rate we used to convert HKD to USD
was
The exchange rate we used to convert GBP to USD
was
The exchange rate we used to convert AED to USD
was
Translation adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment).
Government subsidies
Government subsidies primarily consist of financial subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. For certain government subsidies, there are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. The government subsidies of operating nature with no further conditions to be met are recorded of operating expenses in “Other income” in the consolidated statements when received.
The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements.
11
Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Short-term investments
Short-term investments consist primarily of investments
in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and
other investments that the Company has the intention to redeem within one year. Fair valued or carried at amortized costs. As of March
31, 2025 and December 31, 2024, the short-term investments amounted to $
Long-term investments
Long-term investments consist primarily of investments
in debt investment with original maturities between three years and more. Fair valued or carried at amortized costs. As of March 31, 2025
and December 31, 2024, the long-term investments amounted to $
Lease
We adopted ASU No. 2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020. We determine if an arrangement is a lease or contains a lease at lease inception. For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. As most of our leases do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those options.
12
Share-based compensation
The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
New Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” This ASU expands required public entities’ segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023 07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this guidance effective July 1, 2024 and the adoption of this ASU is not expected to have a material impact on its financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company plans to adopt this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial statements.
3. ACCOUNTS RECEIVABLE
Accounts receivable, net, consist of the following:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Supply Chain Financing/Trading | $ | $ | ||||||
| Others | $ | $ | ||||||
| Total accounts receivable, net | $ | $ | ||||||
The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts.
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Debtor A | % | % | ||||||
| Debtor B | % | % | ||||||
| Debtor C | % | % | ||||||
| Total accounts receivable, net | % | % | ||||||
4. OTHER RECEIVABLES
As of March 31, 2025, the balance of other receivables
was $
As of December 31, 2024, the balance of other
receivables was $
13
5. LOAN RECEIVABLES
As of March 31, 2025, the balance of loan receivables
was $
On July 14, 2022, Future Private Equity Fund Management
(Hainan) Co., Limited entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future Private Equity
Fund Management (Hainan) Co., Limited loaned an amount of $
On December 8, 2023, Future Private Equity Fund
Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future
Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $
As of December 31, 2024, the balance of loan receivables
was $
On July 14, 2022, Future Private Equity Fund Management
(Hainan) Co., Limited entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future Private Equity
Fund Management (Hainan) Co., Limited loaned an amount of $
On December 8, 2023, Future Private Equity Fund
Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future
Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $
On August 29, 2024, Future Supply Chain (Xi’an)
Co., Ltd entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future Supply Chain (Xi’an)
Co., Ltd loaned an amount of $
14
6. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS
The amount of advances to suppliers and other current assets consisted of the followings:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepayments for Supply Chain Financing/Trading | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Others | $ | |||||||
| Total | $ | $ | ||||||
7. LEASES
The Company’s non-cancellable operating
leases consist of leases for office space. The Company is the lessee under the terms of the operating leases. For the three months ended
March 31, 2025, the operating lease cost was $
The Company’s operating leases have remaining
lease terms of approximately
Maturities of lease liabilities were as follows:
| Operating | ||||
| As of March 31, | Lease | |||
| From April 1, 2025 to March 31, 2026 | $ | |||
| From April 1, 2026 to March 31, 2027 | ||||
| From April 1, 2027 to March 31, 2028 | ||||
| Total | $ | |||
| Less: amounts representing interest | $ | |||
| Present Value of future minimum lease payments | ||||
| Less: Current obligations | ||||
| Long term obligations | $ | |||
The Company leases office space and equipment under various short-term operating leases. As permitted by ASC 842, the Company has elected the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet. Short term leases cost was for three months ended March 31, 2025.
15
8. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Office equipment, fixtures and furniture | $ | $ | ||||||
| Vehicle | ||||||||
| Building | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Construction in progress | ||||||||
| Impairment | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense included in general and administration
expenses for the three months ended March 31, 2025 and 2024 was $
9. INTANGIBLE ASSETS
Intangible assets consist of the following:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trading rights of license plates | $ | $ | ||||||
| System and software | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Amortization expense included in general and administration
expenses for the three months ended March 31, 2025 and 2024 was $
The estimated amortization is as follows:
| As of March 31, | Estimated amortization expense | |||
| From April 1, 2025 to March 31, 2026 | $ | |||
| From April 1, 2026 to March 31, 2027 | ||||
| From April 1, 2027 to March 31, 2028 | ||||
| From April 1, 2028 to March 31, 2029 | ||||
| From April 1, 2029 to March 31, 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
Type 1 and Type 2 licenses by Hong Kong Securities
and Futures Commission have no expiration date and do not require amortization, amount was $
16
10. ACCOUNT PAYABLES
The amount of account payables were consisted of the followings:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Supply Chain Financing/Trading payment | $ | $ | ||||||
| Others | ||||||||
| Total | $ | $ | ||||||
11. ACCRUED EXPENSES AND OTHER PAYABLES
The amount of accrued expenses and other payables consisted of the followings:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Legal fee and other professionals | $ | $ | ||||||
| Wages and employee reimbursement | ||||||||
| Provision for legal case | ||||||||
| Accruals | ||||||||
| Total | $ | $ | ||||||
In January 2021, FT Global Capital, Inc. (“FT Global”),
a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia. FT Global
served the complaint upon the Company in January 2021. In the complaint, FT Global alleges claims, most of which attempt to hold the Company
liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT Global and the
Company in July 2020 which had a term of three months. FT Global claims that the Company failed to compensate FT Global for securities
purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent agreement.
On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding FT Global
$ $
12. CONVERTIBLE NOTES PAYABLE
The amount of convertible notes payable consisted of the followings:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Beginning | $ | $ | ||||||
| Addition | ||||||||
| Interest expenses | ||||||||
| Payment | ||||||||
| Conversion | ( | ) | ( | ) | ||||
| Balance | $ | $ | ||||||
On December 27, 2023, the Company issued a coverable
promissory note with principal amount of $
17
13. RELATED PARTY TRANSACTION
As of March 31, 2025, the amount due to the related party was consisted of the following:
| Name | Amount (US$) | Relationship | Note | |||||
| Ming Yi | ||||||||
| Total | $ | |||||||
As of March 31, 2025, the amounts due from the related parties were consisted of the followings:
| Name | Amount (US$) | Relationship | Note | |||||
| Hu Li | ||||||||
| Chao Li | ||||||||
| Total | $ | |||||||
As of December 31, 2024, the amount due to the related party was consisted of the followings:
| Name | Amount | Relationship | Note | |||||
| Ming Yi | $ | |||||||
| Total | $ | |||||||
As of December 31, 2024, the amount due from the related party was consisted of the followings:
| Name | Amount | Relationship | Note | |||||
| Hu Li | $ | |||||||
| Total | $ | |||||||
| * |
18
14. INCOME TAX
The Company is incorporated in the United States
of America and is subject to United States federal taxation. The applicable tax rate is
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the years ended March 31, 2025, the Company had unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries.
The amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.
The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.
The Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested.
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, the Company has not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.
Effective on January 1, 2008, the PRC Enterprise
Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of
Future FinTech (HongKong) Limited is incorporated
in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant Hong Kong tax laws. The applicable tax rate is
Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:
| March 31, 2025 | March 31, 2024 | |||||||
| Loss before taxation | $ | ( | ) | $ | ( | ) | ||
| PRC statutory tax rate | % | % | ||||||
| Computed expected benefits | ( | ) | ( | ) | ||||
| Others, primarily the differences in tax rates | ||||||||
| Deferred tax assets losses not recognized | ||||||||
| Total | $ | $ | ||||||
19
15. SHARE BASED COMPENSATION
On March 27, 2025, the Company effected a
Restricted net assets
PRC laws and regulations permit payments of dividends
by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with
PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually
appropriate
Payments-omnibus equity plan
On March 10, 2025, the Compensation Committee
of the Board of Directors of the Company granted
Securities Purchase Agreement
On October 4, 2024, the Compensation Committee of the Board of Directors
of the Company granted
On January 5, 2024, the Company entered into a securities purchase
agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold to the purchasers
in a private placement, an aggregate of
20
16. COMMON STOCK
Securities Purchase Agreement
On December 24, 2020, the Company entered into a securities purchase
agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate
of
| Underlying Shares | Weighted Average Exercise Price | Weighted Average Term (Years) | ||||||||||
| Options outstanding at December 31, 2024 | $ | |||||||||||
| Granted | - | |||||||||||
| Forfeited | - | |||||||||||
| Cancelled | - | |||||||||||
| Options outstanding at March 31, 2025 | $ | |||||||||||
| Options exercisable at March 31, 2024 | $ | |||||||||||
On January 5, 2024, the Company entered into a securities purchase
agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold to the purchasers
in a private placement, an aggregate of
Common stocks issued in connection with the convertible notes
On December 27, 2023, the Company entered into
a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant
to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $
On July 3, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On July 18, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On August 26, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On October 24, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On November 11, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On November 14, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On December 18, 2024, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On January 7, 2025, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
On January 24, 2025, that Lender elects to redeem
a portion of the Note in redemption conversion shares. Lender redemption conversion shares
The share numbers and prices in this Note 16 are post-reverse stock split effected on April 1, 2025.
21
17. DISCONTINUED OPERATIONS
On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered.
On September 4, 2024, Tianjin Future Private Equity
Fund Management Partnership (Ltd Partnership) was dissolved and deregistered. The loss on disposal was $
On October 18, 2024, Nice Talent Asset Management
Limited (“NTAM”) was disposed of for a consideration of $
On December 6, 2024, FTFT Super Computing Inc.
was disposed of for a consideration of US$
On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future
Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA),
FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech
Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$
Loss from discontinued operations for the three months ended March 31, 2025 and 2024 was as follows:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| REVENUES | $ | $ | ||||||
| COST OF SALES-THIRD PARTY | ||||||||
| COST OF SALES-RELATED PARTY | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| General and administrative | ||||||||
| Research and Development expenses | ||||||||
| Bad debt provision | ||||||||
| Total | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ||||||
| Other expense | ( | ) | ||||||
| Total | ||||||||
| Loss from discontinued operations before income tax | ( | ) | ||||||
| Income tax provision | ||||||||
| Loss from discontinued operation before noncontrolling interest | $ | ( | ) | |||||
| Gain on disposal of discontinued operations | ||||||||
| Less: Net loss attributable to non-controlling interests | ||||||||
| INCOME (LOSS) FROM DISCONTINUED OPERATION | $ | $ | ||||||
22
The major components of assets and liabilities related to discontinued operations are summarized below:
| March 31, 2025 | December 31, 2024 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivables | ||||||||
| Advances to suppliers and other current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Right of use assets - operation lease | ||||||||
| Total assets related to discontinued operations | $ | $ | ||||||
| Accrued expenses and other payables | $ | $ | ||||||
| Amount Due to Related Party | ||||||||
| Lease liability - operation lease | ||||||||
| Total liabilities related to discontinued operations | $ | $ | ||||||
18. SEGMENT REPORTING
In its operation of the business, management,
including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented
internal profit and loss statements prepared on a basis consistent with GAAP. The Company operates in
The Company began to provide supply chain financing services during the second quarter of 2021. The Company began to provide sand and steel supply chain financing services during the first quarter of 2023. The Company began to provide brokerage services in October 2023.
23
Some of our operation might not individually meet the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial information provided to the chief operating decision maker. The chief operating decision maker evaluates the results of each segment in assessing performance and allocating resources among the segments. Since there is an overlap of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments. Therefore, operating expenses and asset information by segment are not presented. Segment profit represents the gross profit of each reportable segment.
As of March 31, 2025:
Supply Financing/ | Others | Total | ||||||||||
| Reportable segment revenue | $ | $ | $ | |||||||||
| Inter-segment loss | ||||||||||||
| Revenue from external customers | ||||||||||||
| Segment gross profit | $ | $ | $ | |||||||||
As of March 31, 2024:
Supply Financing/ | Others | Total | ||||||||||
| Reportable segment revenue | $ | $ | $ | |||||||||
| Inter-segment loss | ||||||||||||
| Revenue from external customers | ||||||||||||
| Segment gross profit | $ | $ | $ | |||||||||
Loss before Income Tax:
| Three months Ended, March 31 |
||||||||
| 2025 | 2024 | |||||||
| Supply chain financing/trading | ( |
) | ||||||
| Others | ||||||||
| Corporate and Unallocated | ||||||||
| Total operating expenses and other expense | ||||||||
| Loss before Income Tax | ( |
) | ( |
) | ||||
Segment assets:
| March 31, 2025 | December 31, 2024 | |||||||
| Supply chain financing/trading | ||||||||
| Others | ||||||||
| Corporate and Unallocated | ||||||||
| Assets related to discontinued operation | ||||||||
| Total assets | ||||||||
24
19. COMMITMENTS AND CONTINGENCIES
Legal case with FT Global Litigation
In January 2021, FT Global Capital, Inc. (“FT
Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.
FT Global served the complaint upon the Company in January 2021. In the complaint, FT Global alleges claims, most of which attempt to
hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT
Global and the Company in July 2020 which had a term of three months. FT Global claims that the Company failed to compensate FT Global
for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent
agreement. Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term
of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global introduced
and/or wall-crossed to the Company. However, the Company believes the securities purchase transactions at issue did not involve the one
investor which FT Global introduced or wall-crossed to the Company during the term of the agreement. FT Global claims approximately $
The Company timely removed the case to the United States District Court
for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction. On March 9, 2021,
the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the Court. On November
10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach of contract
claim as to the disclosure of its confidential and proprietary information. The Court denied the Company’s motion to dismiss FT
Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;
ii) claim for breach of the covenant of good faith and fair dealing; and iii) claim for attorney’s fees, and the court concluded
that additional information can be obtained through discovery. The trial began on April 8, 2024 and ended on April 11, 2024, on which
date the jury returned a verdict in favor of FT Global. On April 11, 2024, the Court entered a judgment awarding FT Global $
FT Global has registered the Court’s judgment in the United States
District Court for Southern District of New York (“NY Court”), where FT Global has brought a motion requiring the Company
to turn over its stock in its subsidiary companies. On August 28, 2024, NY Court granted FT Global’s motion for turnover of
Defendant’s shares in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy the $
25
Shareholders Lawsuit (LaBelle and Janzen)
The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. Huang has denied the allegations of trading before he became CEO. Plaintiff claims that these alleged misstatements caused the Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed. The lead plaintiff and lead counsel were appointed in September 2024. The Company was served in September 2024, and the Plaintiff is currently seeking substituted service on the individual defendants. Once service is resolved, the Plaintiff is expected to file an amended complaint, which the Company and other defendants intend to move to dismiss.
The Janzen action is a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.
20. RISKS AND UNCERTAINTIES
PRC Regulations
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. We are considered foreign persons or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
Customer concentration risk
For three months ended March 31, 2025, one customer
accounted for
Vendor concentration risk
For three months ended March 31, 2025, one vendor accounted for
21. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of the issuance of the condensed consolidated financial statements and no subsequent event is identified.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “may”, “will”, “should”, “would”, “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to Company or Company’s management identify forward-looking statements. Such statements reflect the current view of Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statements in the section “results of operations” below), and any businesses that Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and in this Form 10-Q. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report and in our 2024 Form 10-K.
Although the Company believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.
Overview of Our Business
Future FinTech is a holding company incorporated under the laws of the State of Florida and it is not a Chinese operating company. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiaries and this structure involves unique risks to investors. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in People’s Republic of China. Due to drastically increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing and distribution to supply chain financing services and trading in China, asset management business in Hong Kong and cross-border money transfer service in UK. The Company also expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining farm in the U.S. The Company had a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March 7, 2024. Due to worsened investment market sentiment in Hong Kong, the Company sold its ownership in Nice Talent Asset Management Limited (“NTAM”) to a third party for HK$2.4 million (approximately $300,000) in November 2024 and is no longer in asset management business in Hong Kong. On December 6, 2024, the Company agreed to sell all issued and outstanding shares of FTFT SuperComputing Inc. a wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM Capital LLC (the “Buyer”) for a purchase price that equals to: (i) the assumption of the obligations of FTFT SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York and all matters pertaining to such litigation. The closing of the transactions contemplated by the Agreement took place on December 9, 2024. On December 18, 2024, the Company sold all of its interest and ownership of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through the court ordered auction by the United States Marshal for the Southern District of New York. Currently, the main business of the Company is supply-chain financing services and trading in China.
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There are legal and operational risks associated with being based in and having a substantial majority of operations in China and Hong Kong. These risks could result in a material change in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our shares to significantly decline or be worthless. In the past few years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. On February 15, 2022, Cybersecurity Review Measures published by Cyberspace Administration of China or the CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State Administration of Radio and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration and State Cryptography Administration became effective, which provides that, Critical Information Infrastructure Operators (“CIIOs”) that intend to purchase internet products and services and Online Platform Operators engaging in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office. On July 7, 2022, CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September 1, 2022, which requires the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances: (i) any data processor transfers important data to overseas; (ii) any critical information infrastructure operator or data processor who processes personal information of over 1 million people provides personal information to overseas; (iii) any data processor who provides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1st of the previous year; and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC. On February 17, 2023, the CSRC released New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with CSRC and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. According to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii) has already obtained the approval for the offering or listing from overseas securities regulators or exchanges but has not completed such offering or listing before effective date of the new rules and also completes the offering or listing before September 30, 2023 are considered as an existing listed company and is not required to make any filing until it conducts a new offering in the future. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfill filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations. As of the date of this report, these new laws and guidelines that became effective have not impacted the Company’s ability to conduct its business, accept foreign investment or list on a U.S. or other foreign stock exchange except for the filing requirement under New Overseas Listing Rules. The Company is still processing the filings with CSRC for its offerings since the effective of New Overseas Listing Rules and has not complied the filing requirements yet which would subject the Company to fines and other penalties for violation of New Overseas Listing Rules. In addition, new rules and regulations could be adopted and there are uncertainties in the interpretation and enforcement of existing laws and guidelines, which could materially and adversely impact our business and financial outlook and may impact our ability to accept foreign investments or continue to list on a U.S. or other foreign stock exchange. Any change in foreign investment regulations, and other policies in China or related enforcement actions by China government could result in a material change in our operations and the value of our securities and could significantly limit or completely hinder our ability to offer our securities to investors or cause the value of our securities to significantly decline or be worthless.
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On August 6, 2021, the Company completed acquisition of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management company, from Joy Rich Enterprises Limited (“Joy Rich”). NTAM is licensed under the Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities in Type 4: Advising on Securities and Type 9: Asset Management. In order to retain talent in view of the increased turnover in the industry in Hong Kong, top performers of NTAM who had worked with the company for years were granted the right to subscribe for new shares of NTAM with cash. As a result, in July 2023, 19 shares of NTAM were issued to Ms. Lau Kwai Chun at a cash consideration of HK$1,786,301 and in December 2023, 11 shares of NTAM were issued to Aspenwood Capital Partner Limited at a cash consideration of HK$1,034,174. Due to the abovementioned 30 new shares issuance, the Company’s holding of NTAM decreased from 90% to 77.14%. In August 2024, NTAM issued additional 168 shares with HK$17,900 each for a total of HK$3,007,200 by way of rights subscription offer to three existing shareholders of NTAM and Future Fintech (Hong Kong) Limited did not participate in the subscription and an outsider investor purchased the shares. After the right subscription, the shareholding percentage of NTAM by Future Fintech (Hong Kong) Limited decreased from 77.14% to 42.86%. In November 2024, the Company sold its remaining 42.86% ownership of NTAM to a third party for HK$2.4 million and is no longer in asset management business in Hong Kong.
On April 18, 2022, the Company and Future Fintech (Hong Kong) Limited, a wholly owned subsidiary of the Company jointly acquired 100% equity interest of KAZAN S.A., a company incorporated in Republic of Paraguay for $288. Kazan S.A. has no operation before the acquisition. The Company tried to develop bitcoin and other cryptocurrency mining and related service business in Paraguay. The Company has changed its name from KAZAN S.A to FTFT Paraguay S.A. on July 28, 2022 and it was dissolved in December 2023 as the Company was not able to develop the business in Paraguay as planned.
On February 27, 2023, Future FinTech (Hong Kong) Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned subsidiary of Future FinTech Group Inc. (the “Company”) entered into a Share Transfer Agreement (the “Agreement”) with Alpha Financial Limited, a company incorporated in Hong Kong (“Seller”) and sole owner and shareholder of Alpha International Securities (Hong Kong) Limited, a company incorporated in Hong Kong (“Alpha HK”) and Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha SZ”). Alpha HK holds Type 1 ‘Securities Trading’, Type 2 ‘Futures Contract Trading’ and Type 4 ‘Securities Consulting’ financial licenses issued by the Hong Kong Securities and Futures Commission. Alpha SZ provides technical support services to Alpha HK. The share transfer transaction was approved by the Securities and Futures Commission of Hong Kong (“SFC”) in August 2023 and the acquisition was closed on November 7, 2023. The names of the two entities were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information Services (Shenzhen) Co. Ltd.’, respectively.
On September 4, 2024, the Company deregistered and dissolved the Tianjin Future Private Equity Fund Management Partnership, a Limited Partnership under the laws of China.
On December 6, 2024, the Company and FTFT SuperComputing Inc. a wholly owned subsidiary of the Company (“FTFT SuperComputing”) entered into a Stock Purchase Agreement (the “Agreement”) with DDMM Capital LLC (the “Buyer”). Pursuant to the terms of the Agreement, the Company sold all of the issued and outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to: (i) the assumption of the obligations of FTFT SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York and all matters pertaining to such litigation. The closing of the transactions contemplated by the Agreement took place on December 9, 2024.
On December 18, 2024, the Company sold all of its interest and ownership of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through the court ordered auction by the United States Marshal for the Southern District of New York.
On January 26, 2023, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the Company has authorized and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “2023 Reverse Stock Split”).
On March 27, 2025, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment, the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (“2025 Reverse Stock Split”, collectively with 2023 Reverse Stock Split as “Reverse Splits”). The common stock will continue to be $0.001 par value. The Company rounded up the fractional shares that result from the 2025 Reverse Stock Split and no fractional shares will be issued in connection with the 2025 Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the 2025 Reverse Stock Split. No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued. The amendment to the Articles of Incorporation of the Company took effect at 1:00pm E.T. on April 1, 2025.
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The Company operated a blockchain based online shopping platform, Chain Cloud Mall (“CCM”) Chain Cloud Mall through its VIE and its business was materially and negatively affected by outbreak of COVID-19 since early 2020 because the Company was unable to implement its promotion strategy to enroll new members through training of such members and distributors via meetings and conferences which was not possible during the outbreak of COVID-19. CCM has generated minimal revenue and business since 2021, despite the Company transformed the member-based business model of CCM to a sale agent based “Enterprise Communication as A Service” or eCAAS platform during the second quarter of 2021. The Company started a process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March 7, 2024.
The Company currently has one directly controlled subsidiary: Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong.
Supply Chain Financing Service and Trading in China
Since the second quarter of 2021, we started coal supply chain financing service and trading business. Since the third quarter of 2021, we started aluminum ingots supply chain financing service and trading business. Since the first quarter of 2023, we started sand and steel supply chain financing service and trading business.
Our supply chain finance business mainly serves the receivables and payables of industrial customers, obtains the creditor’s rights or commodity goods rights of large state-owned enterprises through trade execution, provides customers with working capital, accelerates capital turnover, and then expands the business scale and improves the industrial value.
Through our supply chain service ability and customer resources, we can tap into low-risk assets, flexibly carry out financial services around the actual financial needs of certain industries, and reduce the overall risk of the business by using the control of business flow, goods logistics and capital flow in the process of commodity circulation.
We focus on bulk commodity goods such as coal, aluminum ingots, sand and steel and take large state-owned or listed companies as the core service targets; We use our own funds as the operation basis, actively uses a variety of channels and products for financing, such as banks, commercial factoring companies, accounts receivable, asset-backed securities, and other innovative financing methods to obtain sufficient funds.
We sign purchase and sale agreements with suppliers and buyers. The suppliers are responsible for the supply and transportation of goods to the end users’ designated freight yard or transfer the title to us in certain warehouses. We also provide trading service as we don’t take control over the ownership of the goods but receive agent service fee for the transaction. For the sale of goods where we obtain control of the goods before transferring it to the customer, we recognize revenue based on the gross revenue amount billed to customers as sales of goods. We consider multiple factors when determining whether we obtain control of the goods, including evaluating if we can establish the price of the goods, retain inventory risk for tangible goods or have the responsibility for ensuring acceptability of the goods. We recognize net revenue as agent services for the sales of coals, aluminum ingots, and steel when no control obtained throughout the transactions. We select the customers and suppliers that have good credit and reputation.
FTFT International Securities and Futures Limited, a company we acquired in November 2023, provides brokerage and investment banking services in Hong Kong. FTFT International Securities and Futures Limited holds Type 1 “Securities Trading”, Type 2 “Futures Contract Trading” and Type 4 “Securities Consulting” financial licenses issued by the Hong Kong Securities and Futures Commission.
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Results of Operations
Comparison of Three Months ended March 31, 2025 and 2024:
Revenue
The following table presents our consolidated revenues for the three months ended March 31, 2025 and 2024, respectively:
| Three months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| Supply Chain Financing/Trading | 477,792 | 441,764 | 36,028 | 8.16 | % | |||||||||||
| Others | 75,185 | 237,425 | (162,240 | ) | (68.33 | )% | ||||||||||
| Total | $ | 552,977 | $ | 679,189 | $ | (126,212 | ) | (18.58 | )% | |||||||
The decrease in revenue for the three months ended March 31, 2025 was primarily due to less revenue from others, mainly due to the decreased debt recovery consulting service fee as well as U.S. dollar bond service income of approximately $0.16 million.
Supply chain financing/trading increased $36,028 from $0.44 million for the three months ended March 31, 2024 to $0.48 million for the same period of 2025. It was due to the Company sold more bulk goods with ownership than as an agent which counted the total sales as our revenue instead of agent fees.
Other revenues decreased from $0.24 million for the three months ended March 31, 2024 to $0.08 million for the same period of 2025, mainly due to the decreased debt recovery consulting service fee as well as U.S. dollar bond service income of approximately $0.16 million.
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Gross Profit and Margin
The following table presents the consolidated gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage of the related revenues, for the three months ended March 31, 2025 and 2024, respectively:
| Three months ended March 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Gross profit |
Gross margin |
Gross profit |
Gross margin |
|||||||||||||
| Supply Chain Financing/Trading | 10,199 | 12.97 | % | 44,073 | 16.02 | % | ||||||||||
| Others | 68,419 | 87.03 | % | 231,021 | 83.98 | % | ||||||||||
| Total | $ | 78,618 | 100.00 | % | $ | 275,094 | 100.00 | % | ||||||||
Overall gross profit decreased to $0.08 million for three months ended March 31, 2025 from $0.28 million for the same period of 2024. The decrease is mainly due to the decrease of gross profits from others which is in line with the decrease of revenues during the first quarter of 2025. Overall gross margin as a percentage of revenue was 14.22% for the three months ended March 31, 2025, a decrease of 26.29% from 40.50% for the same period of last fiscal year, mainly due to decrease in profit margin for debt recovery consulting service fee as well as U.S. dollar bond service.
Operating Expenses
The following table presents our consolidated operating expenses and operating expenses as a percentage of revenue for the three months ended March 31, 2025 and 2024, respectively: (in thousands)
| First quarter of 2025 | First quarter of 2024 | |||||||||||||||
| Amount | % of revenue | Amount | % of revenue | |||||||||||||
| General and administrative | $ | 1,579 | 177.22 | % | $ | 1,191 | 175.41 | % | ||||||||
| Stock compensation expense | 1,085 | 121.77 | % | - | % | |||||||||||
| Selling expenses | 192 | 21.55 | % | 267 | 39.32 | % | ||||||||||
| Bad debt provision | 28,369 | 3183.95 | % | 719 | 105.89 | % | ||||||||||
| Total operating expenses | $ | 31,225 | 3504.49 | % | $ | 2,177 | 320.62 | % | ||||||||
General and administrative expenses increased by $0.39 million, or 32.63%, to $1.58 million for the three months ended March 31, 2025 from $1.19 million for the same period of last fiscal year. The increase in general and administrative expenses was mainly due to increased consulting fee during the three months ended March 31, 2025.
Stock compensation expense was $1.09 million for the three months ended March 31, 2025. On March 10, 2025, the Compensation Committee of the Board of Directors of the Company granted 500,000 shares of common stock of the Company (“Shares”), par value $0.001, pursuant to the Company’s 2024 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries. As the closing price of the Company stock was $2.17 on March 10, 2025, the Company recorded an expense of $1.09 million in the third quarter of fiscal year 2024. As of the date of this report, the Shares have been issued to the Grantees. The stock price and share numbers have been adjusted based on the one for ten reverse split effected on April 1, 2025.
Selling expenses decreased by $0.08 million during the three months ended March 31, 2025, compared to the same period of last fiscal year. The decrease in selling expenses was mainly due to decreased employee bonuses.
Bad debt provision increased by $27.65 million during the three months ended March 31, 2025, compared to the same period of last fiscal year. The increase was due to provision for bad debts on related party receivables in connection with the disposal of a subsidiary in 2025.
Other Income (Expense), Net
Other expenses, net, decreased by $1.64 million to positive $0.20 million for the three months ended March 31, 2025 from $1.44 million in the same period of the last fiscal year, primarily due to higher legal fees of litigation with FT Global in the same period of 2024.
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Income Tax
Tax provision was nil for the three months ended March 31, 2025, primarily due to decreased revenue.
Net loss from continue operation
Net loss from continue operation increased by $27.60 million from $3.34 million for the three months ended March 31, 2024 to $30.95 million for the same period of 2025 mainly due to the increase in operating expenses, as discussed above.
Gain on disposal of discontinued operations
Gain on disposal of discontinued operation was $28.24 million for the three months ended March 31, 2025, which was related to the transfer of FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd.
Loss per Share
Basic and diluted loss per share from continuing operations were $(12.65) and $10.78 for the three months ended March 31, 2025, respectively, as compared to a loss of $(1.68) and $0.01 for the same periods of 2024, respectively. Basic and diluted income per share attributable to discontinued operations was $(12.65) and $10.76 for the three months ended March 31, 2025, respectively. Basic and diluted earnings per share attributable to discontinued operations was $(1.68) and $0.01 for the three months ended March 31, 2024, respectively.
Liquidity and Capital Resources
As of March 31, 2025, we had cash and restricted cash of $4.44 million, as compared to $4.77 million as of December 31, 2024.
Our working capital has historically been generated from our operating cash flows, advances from our customers and loans from bank facilities. Our working capital was $6.50 million as of March 31, 2025, a decrease of $1.10 million from working capital of $7.60 million as of December 31, 2024, mainly due to the decrease in current assets and an increase in current liabilities.
Net cash used in operating activities increased by $21.45 million to $28.84 million for the three months ended March 31, 2025 from $7.39 million for the same period of the last fiscal year. The decrease in net cash used by operating activities was primarily due to decrease in other receivable.
Net cash provided by investing activities decreased $0.65 million to $0.16 million for the three months ended March 31, 2025 from $0.80 million for the same period of the last fiscal year. It was due to decrease in payment for short term investment.
Net cash provided by financing activities for the three months ended March 31, 2025 was $6,093 representing an increase of $2.47 million, as compared to cash used in financing activities of $2.47 million during the three months ended March 31, 2024. The increase in cash provided by financing activities was mainly due to proceeds from the issuance of common stock from a private placement, net of issuance costs in first quarter 2024.
Off-balance sheet arrangements
As of March 31, 2025, we did not have any off-balance sheet arrangements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal interim financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting. Specifically, we currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements.
We have taken, and are taking, certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside consultant with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP. We also engaged an internal control consulting firm in July 2023 to review, test and improve our internal accounting controls and internal control over financial reporting which issued a report in early January 2024. We have adopted and are implementing policies, procedures and practices recommended in the report of the consultant and have arranged training of internal control for our employees and management on disclosure controls and procedures. We believe the measures described above will remediate the material weakness from the quarter identified above. The Company continues to make efforts to implement its existing and newly adopted procedures to improve our disclosure controls and internal controls over financing reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures.
Changes to Internal Control over Financial Reporting
Other than discussed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal case with FT Global Litigation
In January 2021, FT Global Capital, Inc. (“FT Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia. FT Global served the complaint upon the Company in January 2021. In the complaint, FT Global alleges claims, most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months. FT Global claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent agreement. Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global introduced and/or wall-crossed to the Company. However, the Company believes the securities purchase transactions at issue did not involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the agreement. FT Global claims approximately $7,000,000 in damages and attorneys’ fees.
The Company timely removed the case to the United States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction. On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the Court. On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary information. The Court denied the Company’s motion to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement; ii) claim for breach of the covenant of good faith and fair dealing; and iii) claim for attorney’s fees, and the court concluded that additional information can be obtained through discovery. The trial began on April 8, 2024 and ended on April 11, 2024, on which date the jury returned a verdict in favor of FT Global. On April 11, 2024, the Court entered a judgment awarding FT Global $8,875,265.31 and on April 16, 2024, the Court issued an amended judgment, awarding FT Global $10,598,379.93, which includes $7,895,265.31 in damages, $1,723,114.62 in prejudgment interest, and $980,000.00 in attorney’s fees. On May 9, 2024, the Company filed a post-trial motion to set aside the jury verdict and for a new trial and the Court denied the motion on March 3, 2025. The Company filed notice of appeal to appeal the judgement to the United States Court of Appeals for the Eleventh Circuit on April 2, 2025. The Company will seek to have the judgment overturned on appeal. The Company’s opening brief in the appeal is due on June 11, 2025.
FT Global has registered the Court’s judgment in the United States District Court for Southern District of New York (“NY Court”), where FT Global has brought a motion requiring the Company to turn over its stock in its subsidiary companies. On August 28, 2024, NY Court granted FT Global’s motion for turnover of Defendant’s shares in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy the $10.8 million judgment rendered in the Northern District of Georgia and registered in the Southern District of New York, and 2) is in possession of money and property in which it has an interest. The NY Court ordered Defendant shall turn over the shares, membership, or limited partnership interests in all of its subsidiaries, and the corporate seals of its China and Hong Kong-based subsidiaries, to the U.S. Marshal for auction or sale until the judgment is satisfied. Pursuant to the order issued by the United States District Court for the Southern District of New York on August 28, 2024, the United States Marshal for the Southern District of New York (“U.S. Marshal”) sold the securities of the subsidiaries of the Company other than those in Hong Kong and China in auction of: (i) all of the membership interests in Future Fintech Digital Capital Management LLC; (ii) all of the outstanding shares of FTFT UK Limited; (iii) the corporate seal of DigiPay FinTech Limited; (iv) the corporate seal of GlobalKey SharedMall Limited; (iv) all of the outstanding shares of Future Fintech Labs Inc.; and (v) all of the outstanding shares of Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 on December 18, 2024. On December 6, 2024, the Company agreed to sell all issued and outstanding shares of FTFT SuperComputing Inc. a wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM Capital LLC (the “Buyer”) for a purchase price that equals to: (i) the assumption of the obligations of FTFT SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York and all matters pertaining to such litigation. The Company has appealed the turnover order of the NY Court for the auction of securities of the subsidiaries of the Company in Hong Kong and China to the United States Court of Appeals for the Second Circuit and is waiting for the final decision of the Court of Appeals. On February 6, 2025, FT Global filed a motion (“Motion”) in the NY Court, amended on February 12, 2025, seeking a turnover order for 39,825,939 (before 1 for 10 reverse stock split effected by the Company on April 1, 2025) unissued shares of the Company’s common stock for sale to satisfy the judgement. On April 30, 2025, the Company received order from the NY Court to turn over its unissued shares to U.S. Marshal for auction. The transfer agent of the Company has issued 1,951,443 shares of common stock in the name of the United States Marshals Service. The Company will continue to vigorously defend the action against FT Global and has filed notice of appeal to appeal the order of the NY Court to the United States Court of Appeals for the Second Circuit.
Shareholders Lawsuit (LaBelle and Janzen)
The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. Huang has denied the allegations of trading before he became CEO. Plaintiff claims that these alleged misstatements caused the Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed. The lead plaintiff and lead counsel were appointed in September 2024. The Company was served in September 2024, and the Plaintiff is currently seeking substituted service on the individual defendants. Once service is resolved, the Plaintiff is expected to file an amended complaint, which the Company and other defendants intend to move to dismiss.
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The Janzen action is a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 7, 2025, the holder of outstanding convertible note of the Company (“Note”) elected to redeem a portion of the Note in 428,816 shares of common stock of the Company for an amount of $100,000 with a price of $0.2332 per share. On January 24, 2025, the same holder elected to redeem a portion of the Note in 183,230 shares of common stock for an amount $40,658 at a price of $0.2219 per share. The share numbers and prices are pre- reverse split effected on April 1, 2025.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| * | filed herewith |
| + | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FUTURE FINTECH GROUP INC. | ||
| By: | /s/ Hu Li | |
| Hu Li | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| May 20, 2025 | ||
| By: | /s/ Ming Yi | |
| Ming Yi | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| May 20, 2025 | ||
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