UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 001-34502

Future FinTech Group Inc.

(Exact name of registrant as specified in its charter)

Florida		98-0222013
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road

Causeway Bay, Hong Kong

(Address of principal executive offices including zip code)

888-622-1218

(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
Common Stock, par value $0.001 per share		FTFT		Nasdaq Stock Market

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. ☒ Yes ☐ No

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). ☒ Yes ☐ No

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	☐
Non-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 ☒ No.

Class		Outstanding aton ~~July~~November 2314, 2025
Common Stock, $0.001 par value per share		320,~~450~~153,~~770~~311

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	2939
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3546
Item 4.	Controls and Procedures	3546
PART II. OTHER INFORMATION		3647
Item 1.	Legal Proceedings	3647
Item 1A.	Risk Factors	3747
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3747
Item 3.	Defaults upon Senior Securities	3747
Item 4.	Mine Safety Disclosure	3747
Item 5.	Other Information	3748
Item 6.	Exhibits	3748
SIGNATURES		3849

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FUTURE FINTECH GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			December 31, 2024

CURRENT ASSETS
Cash and cash equivalents		6,891,224			4,765,865
Short - term investment		1,407			1,391
Accounts receivable, net		1,438,344			2,088,962
Other receivables, net		305,456			1,494,483
Investment Funds		30,119,485			-
Advances to suppliers and other current assets, net		4,507,302			4,943,828
Loan receivables		7,036,802			7,094,764
Amount Due from Related Parties		34,340			20,000
Assets related to discontinued operation-current		-			307,594
TOTAL CURRENT ASSETS		50,334,360			20,716,887

Property and equipment, net		2,415,425			2,464,641
Right of use assets - operation lease		252,421			368,982
Intangible assets, net		489,712			532,822
Debt investment		844,416			1,530,243
Assets related to discontinued operation-Non current		-			289,363
TOTAL ASSETS		54,336,334			25,902,938

LIABILITIES

CURRENT LIABILITIES
Accounts payable		3,575,451			2,219,301
Accrued expenses and other payables		2,772,229			9,636,688
Advances from customers		1,008,413			30,559
Convertible notes payables		1,676,341			553,086
Lease liability - current		186,689			179,207
Amounts due to related parties		575,314			8,871
Liability related to discontinued operation		-			485,653
TOTAL CURRENT LIABILITIES		9,794,437			13,113,365
					-
NON-CURRENT LIABILITIES
Other non-current liabilities		1,088,809			-
Lease liability-non-current		67,615			192,754
TOTAL NON-CURRENT LIABILITIES		1,156,424			192,754
TOTAL LIABILITIES		10,950,861			13,306,119

STOCKHOLDERS’ EQUITY

FUTURE FINTECH GROUP INC, Stockholders’ equity
Common stock, $0.001 par value; 600,000,000 shares authorized; 20,153,311 shares and 2,447,084 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively*		20,153			2,447
Additional paid-in capital		271,029,780			237,496,176
Statutory reserve		98,357			98,357
Accumulated deficits		(223,572,414	)		(218,885,534	)
Accumulated other comprehensive income (loss)		(4,190,403	)		(4,248,561	)
Total FUTURE FINTECH GROUP INC. stockholders’ equity		43,385,473			14,462,885
Non-controlling interests		-			(1,866,066	)
TOTAL STOCKHOLDERS’ EQUITY		43,385,473			12,596,819
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		54,336,334			25,902,938

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	June 30, 2025			December 31, 2024
CURRENT ASSETS
Cash and cash equivalents		5,786,303			4,765,865
Short - term investment		1,397			1,391
Accounts receivable, net		1,643,601			2,088,962
Other receivables, net		924,706			1,494,483
Advances to suppliers and other current assets		4,936,961			4,943,828
Loan receivables		6,984,600			7,094,764
Amount Due from Related Party		24,322			20,000
Assets related to discontinued operation-current		-			307,594
TOTAL CURRENT ASSETS		20,301,890			20,716,887
Property, plant and equipment, net		2,423,703			2,464,641
Right of use assets - operation lease		298,903			368,982
Intangible assets		502,873			532,822
Debt investment		1,047,690			1,530,243
Assets related to discontinued operation-Non current		-			289,363
TOTAL ASSETS		24,575,059			25,902,938
LIABILITIES
CURRENT LIABILITIES
Accounts payable		4,501,367			2,219,301
Accrued expenses and other payables		3,693,114			9,636,688
Advances from customers		16,856			30,559
Convertible notes payables		426,078			553,086
Lease liability - current		193,562			179,207
Amounts due to related parties		-			8,871
Liability related to discontinued operation		-			485,653
TOTAL CURRENT LIABILITIES		8,830,977			13,113,365
					-
NON-CURRENT LIABILITIES
Other non-current liabilities		1,088,809			-
Lease liability-non-current		107,584			192,754
TOTAL NON-CURRENT LIABILITIES		1,196,393			192,754
TOTAL LIABILITIES		10,027,370			13,306,119
					-
STOCKHOLDER’ EQUITY					-
FUTURE FINTECH GROUP INC, Stockholders’ equity
Common stock, $0.001 par value; 6,000,000 shares authorized; 3,110,770 shares and 2,447,084 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively*		3,111			2,447
Additional paid-in capital		240,474,334			237,496,176
Statutory reserve		98,357			98,357
Accumulated deficits		(221,607,102	)		(218,885,534	)
Accumulated other comprehensive income (loss)		(4,421,011	)		(4,248,561	)
Total FUTURE FINTECH GROUP INC. stockholders’ equity		14,547,689			14,462,885
Non-controlling interests		-			(1,866,066	)
TOTAL STOCKHOLDERS’ EQUITY		14,547,689			12,596,819
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		24,575,059			25,902,938

~~The~~FUTURE ~~accompanying~~FINTECH ~~notes~~GROUP ~~are~~INC. CONDENSED anCONSOLIDATED ~~integral~~STATEMENTS ~~part~~OF ~~of these~~OPERATIONS ~~unaudited~~AND ~~condensed~~COMPREHENSIVE ~~consolidated~~INCOME ~~financial statements.~~(LOSS) (Unaudited)

	For the Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Revenue		1,324,633			1,027,120			2,482,892			1,975,298
Cost of revenues-third party		1,202,296			404,263			2,095,165			819,526
Cost of revenues-related party		-			-			-			-
Gross profit		122,337			622,857			387,727			1,155,772

Operating Expenses
General and administrative expenses		1,324,770			1,580,568			3,757,862			4,195,166
Stock-based compensation		-			-			1,085,000			-
Selling expenses		240,805			103,794			681,483			522,000
Allowance for credit losses/doubtful accounts		654,222			3,386,630			29,416,788			3,829,724
Total operating expenses		2,219,797			5,070,992			34,941,133			8,546,890

Loss from operations		(2,097,460	)		(4,448,135	)		(34,553,406	)		(7,391,118	)

Other income (expenses)
Interest income		121,202			239,409			361,982			740,899
Interest expenses		(34,196	)		(45,760	)		(49,238	)		(90,192	)
Amortization of debt issuance costs		(2,925	)		-			(2,925	)		-
Gain on Debt Restructuring		-			-			3,071,827			-
Other income(expenses) net		48,067			37,724			112,824			(1,627,000	)
Total other income (expenses)		132,148			231,373			3,494,470			(976,293	)

Loss from Continuing Operations before Income Tax		(1,965,312	)		(4,216,762	)		(31,058,936	)		(8,367,411	)
Income tax provision		-			-						-
Deferred income tax		-			-						-
Loss from Continuing Operations		(1,965,312	)		(4,216,762	)		(31,058,936	)		(8,367,411	)

Discontinued Operations
Loss from discontinued operations		-			(714,779	)		-			(2,332,202	)
Gain (Loss) on disposal of discontinued operations		-			(844	)		28,238,122			644,593
NET LOSS		(1,965,312	)		(4,932,385	)		(2,820,814	)		(10,055,020	)
Less: Net Income (Loss) attributable to non-controlling interests of discontinued operations		-			(53,666	)		1,866,066			(88,120	)
Less: Net Loss attributable to non-controlling interests of continued operations		-			-			-			-
Net loss attibutable to Future Fintech Group, Inc.		(1,965,312	)		(4,878,719	)		(4,686,880	)		(9,966,900	)

Other comprehensive income (loss)
Loss from continuing operations		(1,965,312	)		(4,216,762	)		(31,058,936	)		(8,367,411	)
Foreign currency translation - Continuing Operations		230,608			1,086,273			58,158			877,928
Comprehensive Loss - Continuing Operations		(1,734,704	)		(3,130,489	)		(31,000,778	)		(7,489,483	)

Income (loss) from discontinued operations		-			(715,623	)		28,238,122			(1,687,609	)
Foreign currency translation - Discontinued Operations		-			(344,937	)		(179,909	)		(297,484	)
Comprehensive Income ( Loss) - Discontinued Operations		-			(1,060,560	)		28,058,213			(1,985,093	)

Comprehensive Loss		(1,734,704	)		(4,191,049	)		(2,942,565	)		(9,474,576	)
Comprehensive income (loss) attributable to non-controlling interests		-			-			-			-
Comprehensive income (loss) attributable to non-controlling interests of discontinue		-			(53,666	)		1,866,066			(88,120	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO Future Fintech Group, Inc.		(1,734,704	)		(4,137,383	)		(4,808,631	)		(9,386,456	)

Earnings per share:
Basic earnings per share from continuing operation		(0.33	)		(2.09	)		(8.03	)		(4.20	)
Basic earnings per share from discontinued operation		0.00			(0.33	)		6.82			(0.80	)
		(0.33	)		(2.42	)		(1.21	)		(5.00	)
Diluted Earnings per share:
Diluted earnings per share from continuing operation		(0.33	)		(2.09	)		(8.03	)		(4.20	)
Diluted earnings per share from discontinued operation		0.00			(0.33	)		6.81			(0.80	)
		(0.33	)		(2.42	)		(1.22	)		(5.00	)
Weighted average number of shares outstanding
Basic		5,902,698			2,013,195			3,867,060			1,992,633
Diluted		5,906,909			2,017,406			3,871,271			1,996,844

~~FUTURE~~The ~~FINTECH~~accompanying ~~GROUP~~notes ~~INC~~are an integral part of these unaudited condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~2

Future Fintech Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

	For the Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue		605,282			268,989			1,158,259			948,178
Cost of revenues-third party		418,510			11,168			892,869			415,263
Cost of revenues-related party		-			-			-			-
Gross profit		186,772			257,821			265,390			532,915
Operating Expenses
General and administrative expenses		853,899			1,423,883			2,433,092			2,614,598
Research and Development expenses		-			-			-			-
Stock-based compensation		-			-			1,085,000			-
Selling expenses		249,048			151,521			440,678			418,206
Bad debt provision (recovery)		393,082			(275,906	)		28,762,566			443,094
Impairment Loss		-			-			-			-
Total operating expenses		1,496,029			1,299,498			32,721,336			3,475,898
Loss from operations		(1,309,257	)		(1,041,677	)		(32,455,946	)		(2,942,983	)
Other income (expenses)
Interest income		115,476			210,859			240,780			501,490
Interest expenses		(7,241	)		(20,934	)		(15,042	)		(44,432	)
Gain on Debt Restructuring		3,071,827			-			3,071,827			-
Other income(expenses) net		(19,025	)		42,593			64,757			(1,664,724	)
Total other income (expenses)		3,161,037			232,518			3,362,322			(1,207,666	)
Income (Loss) from Continuing Operations before Income Tax		1,851,780			(809,159	)		(29,093,624	)		(4,150,649	)
Income tax provision		-			-						-
Deferred income tax		-			-						-
Income (Loss) from Continuing Operations		1,851,780			(809,159	)		(29,093,624	)		(4,150,649	)
Discontinued Operations
Loss from discontinued operations		-			(989,847	)					(1,617,423	)
Gain on disposal of discontinued operations		-			-			28,238,122			645,437
NET Income (LOSS)		1,851,780			(1,799,006	)		(855,502	)		(5,122,635	)
Less: Net Income (Loss) attributable to non-controlling interests of discontinued operations		-			(38,033	)		1,866,066			(34,454	)
Less: Net Loss attributable to non-controlling interests of continued operations		-			-			-			-
Net income (loss) attibutable to Future Fintech Group, Inc.		1,851,780			(1,760,973	)		(2,721,568	)		(5,088,181	)
Other comprehensive income (loss)
Income (Loss) from continuing operations		1,851,780			(809,159	)		(29,093,624	)		(4,150,649	)
Foreign currency translation - Continuing Operations		20,644			(248,643	)		(172,450	)		(208,345	)
Comprehensive Income ( Loss) - Continuing Operations		1,872,424			(1,057,802	)		(29,266,074	)		(4,358,994	)
Income (loss) from discontinued operations		-			(989,847	)		28,238,122			(971,986	)
Foreign currency translation - Discontinued Operations		-			135,375			(179,909	)		47,453
Comprehensive Income ( Loss) - Discontinued Operations		-			(854,472	)		28,058,213			(924,533	)
		-			-
Comprehensive Income ( Loss)		1,872,424			(1,912,274	)		(1,207,861	)		(5,283,527	)
Comprehensive income (loss) attributable to non-controlling interests		-			-			-			-
Comprehensive income (loss) attributable to non-controlling interests of discontinue		-			(38,033	)		1,866,066			(34,454	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO Future Fintech Group, Inc.		1,872,424			(1,874,241	)		(3,073,927	)		(5,249,073	)
Earnings per share:
Basic earnings per share from continuing operation		0.61			(0.40	)		(10.27	)		(2.08	)
Basic earnings per share from discontinued operation		0.00			(0.48	)		9.31			(0.47	)
		0.61			(0.88	)		(0.96	)		(2.55	)
Diluted Earnings per share:
Diluted earnings per share from continuing operation		0.61			(0.40	)		(10.27	)		(2.08	)
Diluted earnings per share from discontinued operation		0.00			(0.48	)		9.30			(0.47	)
		0.61			(0.88	)		(0.97	)		(2.55	)
Weighted average number of shares outstanding
Basic		3,046,639			1,998,541			2,832,375			1,992,633
Diluted		3,050,850			2,002,752			2,836,586			1,996,844

Three Months ended September 30, 2024

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

					Additional							Accumulative other
	Common stock				paid-in		Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital		reserve		Deficits			income			interests			Total
Balance at June 30, 2024		1,998,541		1,998		236,487,477		98,357		(191,017,843	)		(4,255,168	)		(1,602,661	)		39,712,160
Conversion of debt		76,212		76		224,924		-		-			-			-			225,000
Net loss from continuing operation		-		-		-		-		(4,216,762	)		-			-			(4,216,762	)
Net loss from discontinued operations		-		-		-		-		(661,113	)		-			(53,666	)		(714,779	)
Disposition of discontinued operation		-		-		-		-		(844	)		(344,937	)		-			(345,781	)
Foreign currency translation adjustment		-		-		-		-		-			1,086,273			-			1,086,273
Balance at September 30, 2024		2,074,753		2,074		236,712,401		98,357		(195,896,562	)		(3,513,832	)		(1,656,327	)		35,746,111

2Three Months ended September 30, 2025

Future Fintech Group, Inc.

					Additional								Accumulative other
	Common stock				paid-in			Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital			reserve		Deficits			income			interests		Total
Balance at June 30, 2025		3,110,770		3,111		240,474,334			98,357		(221,607,102	)		(4,421,011	)		-		14,547,689
Issuance of common stocks-cash		15,000,000		15,000		29,985,000			-		-			-			-		30,000,000
Issuance of common stocks-conversion of debt		257,541		257		572,231			-		-			-			-		572,488
Issuance of common stocks - Debt Restructuring		340,000		340		363,460			-		-			-			-		363,800
Pending Equity Settlement		-		-		(363,800	)		-		-			-			-		(363,800	)
Pre-delivery ordinary shares for conversion of convertible notes payables		1,445,000		1,445		(1,445	)		-		-			-			-		-
Net loss from continuing operation		-		-		-			-		(1,965,312	)		-			-		(1,965,312	)
Foreign currency translation adjustment		-		-		-			-		-			230,608			-		230,608
Balance at September 30, 2025		20,153,311		20,153		271,029,780			98,357		(223,572,414	)		(4,190,403	)		-		43,385,473

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~3

~~(Unaudited)~~Nine Months ended September 30, 2024

Three Months ended June 30, 2024

					Additional							Accumulative other
	Common stock				paid-in		Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital		reserve		Deficits			income			interests			Total
Balance at December 31, 2023		1,783,487		1,783		233,907,049		98,357		(185,929,662	)		(4,094,276	)		(1,568,207	)		42,415,044
Net loss from continuing operation		-		-		-		-		(8,367,411	)		-			-			(8,367,411	)
Net loss from discontinued operations		-		-		-		-		(2,244,082	)		-			(88,120	)		(2,332,202	)
Issuance of common stocks-cash		215,054		215		2,580,428		-		-			-			-			2,580,643
Conversion of debt		76,212		76		224,924		-		-			-			-			225,000
Disposition of discontinued operation		-		-		-		-		644,593			(297,484	)		-			347,109
Foreign currency translation adjustment		-		-		-		-		-			877,928			-			877,928
Balance at September 30, 2024		2,074,753		2,074		236,712,401		98,357		(195,896,562	)		(3,513,832	)		(1,656,327	)		35,746,111

	Common stock				Additional paid-in		Statutory		Accumulated			Accumulative other comprehensive			Non-controlling
	Shares		Amount		capital		reserve		Deficts			income			interests			Total
Balance at March 31, 2024		1,998,541		1,998		236,487,477		98,357		(189,256,870	)		(4,141,900	)		(1,564,628	)		41,624,434
Net loss from continuing operation		-		-		-		-		(809,159	)		-			-			(809,159	)
Disposition of discontinued operation		-		-		-		-		(951,814	)		135,375			(38,033	)		(854,472	)
Foreign currency translation adjustment		-		-		-		-		-			(248,643	)		-			(248,643	)
Balance at June 30, 2024		1,998,541		1,998		236,487,477		98,357		(191,017,843	)		(4,255,168	)		(1,602,661	)		39,712,160

Nine Months ended September 30, 2025

Three Months ended June 30, 2025

					Additional								Accumulative other
	Common stock				paid-in			Statutory		Accumulated			comprehensive			Non-controlling
	Shares		Amount		capital			reserve		Deficits			income			interests			Total
Balance at December 31, 2024		2,447,084		2,447		237,496,176			98,357		(218,885,534	)		(4,248,561	)		(1,866,066	)		12,596,819
Issuance of common stocks-cash		15,000,000		15,000		29,985,000			-		-			-			-			30,000,000
Issuance of common stocks-conversion of debt		318,746		319		712,827			-		-			-			-			713,146
Issuance of common stocks - Debt Restructuring		400,000		400		427,600			-		-			-			-			428,000
Net loss from continuing operations		-		-		-			-		(31,058,936	)		-			-			(31,058,936	)
Effect to rounding fractional shares into whole shares upon reverse stock split		42,481		42		(42	)		-		-			-			-			-
Share-based payments-omnibus equity plan		500,000		500		1,084,500			-		-			-			-			1,085,000
Pending Equity Settlement		-		-		1,325,164			-		-			-			-			1,325,164
Pre-delivery ordinary shares for conversion of convertible notes payables		1,445,000		1,445		(1,445	)		-		-			-			-			-
Foreign currency translation adjustment		-		-		-			-		-			238,067			-			238,067
Disposition of discontinued operation		-		-		-			-		26,372,056			(179,909	)		1,866,066			28,058,213
Balance at September 30, 2025		20,153,311		20,153		271,029,780			98,357		(223,572,414	)		(4,190,403	)		-			43,385,473

	Common stock				Additional paid-in			Statutory		Accumulated			Accumulative other comprehensive			Non-controlling
	Shares		Amount		capital			reserve		Deficts			income			interests		Total
Balance at March 31, 2025		3,009,289		3,009		238,721,272			98,357		(223,458,882	)		(4,441,655	)		-		10,922,101
Issuance of common stocks-conversion of debt		60,000		60		64,140			-		-			-			-		64,200
Effect to rounding fractional shares into whole shares upon reverse stock split		41,481		42		(42	)		-		-			-			-		-
Pending Equity Settlement		-		-		1,688,964			-		-			-			-		1,688,964
Net income from continuing operation		-		-		-			-		1,851,780			-			-		1,851,780
Foreign currency translation adjustment		-		-		-			-		-			20,644			-		20,644
Balance at June 30, 2025		3,110,770		3,111		240,474,334			98,357		(221,607,102	)		(4,421,011	)		-		14,547,689

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~Six~~FUTURE ~~Months~~FINTECH ~~ended~~GROUP ~~June~~INC. CONDENSED ~~30,~~CONSOLIDATED ~~2024~~STATEMENTS OF CASH FLOWS (Unaudited)

	Common stock						Additional paid-in		Statutory		Accumulated			Accumulative other comprehensive			Non-controlling
	For the Nine Months Ended September 30,
	Shares			Amount			capital		reserve		Deficts			income			interests			Total
	2025			2024
Balance at December 31, 2023		1,783,487			1,783			233,907,049		98,357		(185,929,662	)		(4,094,276	)		(1,568,207	)		42,415,044
Cash Flows from Operating Activities:
Net loss from continuing operation		-			-			-		-		(4,150,649	)		-			-			(4,150,649	)
Net loss		(2,820,814	)		(10,055,020	)
Net loss from discontinued operations		-			-			-		-		(1,582,969	)		-			(34,454	)		(1,617,423	)
Net income (loss) from discontinued operation		28,238,122			(1,687,609	)
Issuance of common stocks-cash		215,054			215			2,580,428		-		-			-			-			2,580,643
Net loss from continuing operation		(31,058,936	)		(8,367,411	)
Disposition of discontinued operation		-			-			-		-		645,437			47,453			-			692,890
Adjustments to reconcile net income to net cash provided by operating activities:
Foreign currency translation adjustment		-			-			-		-		-			(208,345	)		-			(208,345	)
Depreciation		77,292			60,300
Balance at June 30, 2024		1,998,541			1,998			236,487,477		98,357		(191,017,843	)		(4,255,168	)		(1,602,661	)		39,712,160
Amortization of debt issuance costs		2,925			-
Amortization		42,776			42,776
Allowance for credit losses/doubtful accounts		29,416,788			3,829,724
Share-based payments		1,085,000			-
Gain on Debt Restructuring		(3,071,827	)		-
Investment loss		-			9,337
Interest expenses related to convertible note		33,475			63,611
Changes in operating assets and liabilities:
Accounts receivable		594,785			2,735,534
Other receivable		(27,604,592	)		(5,255,158	)
Advances to suppliers and other current assets		(130,810	)		(8,113,855	)
Operating lease assets and liabilities		(1,096	)		(6,789	)
Accounts payable		1,356,150			(1,542,892	)
Accrued expenses and other payables		(1,515,912	)		879,454
Advances from customers		977,854			(249,636	)
Other non-current liabilities		1,088,809			-
Net Cash Used in Operating Activities from Continuing Operations		(28,707,319	)		(15,915,005	)
Net Cash Provided by Operating Activities from Discontinued Operations		28,349,426			2,971,055
Cash Flows from Investing Activities:
Additions to property and equipment		-			(33,628	)
Debt investment		697,916			(1,800,473	)
Repayment of Short term Investment		-			949,662
Payment for loan receivable		-			(140,662	)
Repayment of loan receivable		139,583			-
Reserve for business acquisition		(29,872,741	)		-
Net Cash Used in Investing Activities from Continuing Operations		(29,035,242	)		(1,025,101	)
Net Cash Used in Investing Activities from Discontinued Operations		-			-
Cash Flows from Financing Activities:
Proceeds from the issuance of common stock, net of issuance costs		30,000,000			2,580,643
Proceeds received from investors for convertible notes payable of pre-delivery ordinary shares		1,445			-
Proceeds from convertible notes payables		1,800,000			-
Payment made for amounts due from related parties, net		(14,340	)		(67,957	)
Proceeds from (Repayment of) amounts due to related parties, net		41,443			(103,406	)
Net Cash Provided by Financing Activities from Continuing Operations		31,828,548			2,409,280
Net Cash Provided by Financing Activities from Discontinued Operations		-			-
Effect of Exchange Rate Changes on Cash		(310,054	)		471,090
Net Increase (Decrease) in Cash and Restricted Cash		2,125,359			(11,088,681	)
Cash and Restricted Cash at Beginning of Period		4,765,865			16,159,657
Cash and Restricted Cash at End of Period		6,891,224			5,070,976
Less: Cash and cash equivalents from the discontinued operations, end of Period		-			-
Cash and cash equivalents, from the continuing operations end of Period		6,891,224			5,070,976
SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION
Issuance of common stocks for conversion of debts		319			76
Debt settlement by issuance of common stock		400			-

~~Six~~The ~~Months~~accompanying ~~ended~~notes ~~June~~are ~~30,~~an ~~2025~~integral part of these unaudited condensed consolidated financial statements.

	Common stock				Additional paid-in			Statutory		Accumulated			Accumulative other comprehensive			Non-controlling
	Shares		Amount		capital			reserve		Deficts			income			interests			Total
Balance at December 31, 2024		2,447,084		2,447		237,496,176			98,357		(218,885,534	)		(4,248,561	)		(1,866,066	)		12,596,819
Issuance of common stocks-conversion of debt		121,205		121		204,737			-		-			-			-			204,858
Net loss from continuing operations		-		-		-			-		(29,093,624	)		-			-			(29,093,624	)
Effect to rounding fractional shares into whole shares upon reverse stock split		42,481		43		(43	)		-		-			-			-			-
Share-based payments-omnibus equity plan		500,000		500		1,084,500			-		-			-			-			1,085,000
Pending Equity Settlement		-		-		1,688,964			-		-			-			-			1,688,964
Foreign currency translation adjustment		-		-		-			-		-			7,459			-			7,459
Disposition of discontinued operation		-		-		-			-		26,372,056			(179,909	)		1,866,066			28,058,213
Balance at June 30, 2025		3,110,770		3,111		240,474,334			98,357		(221,607,102	)		(4,421,011	)		-			14,547,689

~~The~~FUTURE ~~accompanying~~FINTECH ~~notes~~GROUP ~~are an integral part of these unaudited condensed consolidated financial statements~~INC.

4NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FUTURE FINTECH GROUP INC.~~(Unaudited)

~~CONDENSED~~1. ~~CONSOLIDATED~~CORPORATE ~~STATEMENTS OF CASH FLOWS~~INFORMATION

Future FinTech Group Inc. (~~Unaudited~~the “Company”) is a holding company incorporated under the laws of the State of Florida. The Company has historically been engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company has transformed its business from fruit juice manufacturing and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing services and trading in China. The Company also expanded into brokerage and investment banking business in Hong Kong. The Company had a contractual arrangement with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024.

	For the Six Months Ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss		(855,502	)		(5,122,635	)
Net income from discontinued operation		28,238,122			(971,986	)
Net loss from continuing operation		(29,093,624	)		(4,150,649	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		50,971			60,300
Amortization		28,518			28,518
Bad debt provision		28,762,566			443,094
Share-based payments		1,085,000			-
Gain on Debt Restructuring		(3,071,827	)
Investment loss		-			9,337
Interest expenses related to convertible note		13,651			43,880
Changes in operating assets and liabilities:
Accounts receivable		445,361			1,039,672
Notes receivable		-			(645,451	)
Other receivable		(28,012,031	)		(4,159,876	)
Advances to suppliers and other current assets		(173,891	)		(3,341,995	)
Operating lease assets and liabilities		(736	)		(5,242	)
Accounts payable		2,282,066			(431,583	)
Accrued expenses & other payables		(1,118,584	)		389,939
Advances from customers		(13,703	)		(74,417	)
Other non-current liabilities		1,088,809			-
Net Cash Used in Operating Activities		(27,727,454	)		(10,794,473	)
Net Cash Provided in Operating Activities-Discontinued operations		28,349,426			39,234
Cash Flows from Investing Activities:
Additions to property and equipment		-			(33,554	)
Debt investment		482,553			(701,577	)
Disposal of property and equipment		-			-
Payment for Short term Investment		-			949,662
Repayment of loan receivable		139,692			-
Disposal of a subsidiary, net of cash		-			-
Net Cash Provided by Investing Activities from Continuing Operations		622,245			214,531
Net Cash Used in Investing Activities from Discontinued Operations		-			-
Cash Flows from Financing Activities:
Proceeds from the issuance of common stock, net of issurance costs		-			2,580,643
Proceeds from amounts due from related parties, net		(4,322	)		(29,345	)
Repayment of amounts due to related parties, net		(8,871	)		(103,406	)
Net Cash (Used in) Provided by Financing Activities		(13,193	)		2,447,892
Net Cash Provided by Financing Activities-dis		-			-
Effect of Exchange Rate Changes on Cash		(210,586	)		(107,612	)
Net Increase (Decrease) in Cash and Restricted Cash		1,020,438			(8,200,428	)
Cash and Restricted Cash at Beginning of Year		4,765,865			16,159,657
Cash and Restricted Cash at End of Year		5,786,303			7,959,229
Check		-			-
Less: Cash and cash equivalents from the discontinued operations, end of year		-			-
Cash and cash equivalents, from the continuing operations end of year		5,786,303			7,959,229

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 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The common stock will continue to be $0.001 par value. The Company rounded up the fractional shares that resulted from the Reverse Stock Split and no fractional shares were issued in connection with the 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 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.

The ~~accompanying~~reverse ~~notes~~stock ~~are~~split anwould ~~integral~~be ~~part~~reflected ofin ~~these~~the ~~unaudited~~Company’s ~~condensed~~September ~~consolidated~~30, ~~financial~~2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented.

~~FUTURE~~2. SUMMARY ~~FINTECH~~OF ~~GROUP~~SIGNIFICANT ~~INC.~~ACCOUNTING POLICIES

~~NOTES~~Basis TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~presentation

~~(Unaudited)~~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 September 30, 2025 and the results of operations and cash flows for the periods ended September 30, 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 and nine months ended September 30, 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.

1Certain 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. ~~CORPORATE~~These ~~INFORMATION~~unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2024 as included in the Company’s Annual Report on Form 10-K.

~~Future~~Discontinued 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 arrangement with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March 7, 2024.Operations

On March 277, ~~2025~~2024, ~~Future~~Chain ~~FinTech~~Cloud ~~Group~~Mall ~~Inc.~~Network ~~(the~~and ~~“Company”)~~Technology ~~filed with the Florida Secretary of State’s office Articles of Amendment~~ (~~the “Amendment”~~Tianjin) ~~to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”)~~Co. ~~As a result of the Amendment~~, ~~the~~Limited ~~Company~~was ~~has~~dissolved ~~authorized~~ and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”)deregistered. The common stock will continue to be $0.001 par value. The Company rounded up the fractional shares that result from the Reverse Stock Split and no fractional shares were issued in connection with the 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 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.

~~The~~On ~~reverse~~September ~~stock~~4, ~~split~~2024, ~~would~~Tianjin beFuture ~~reflected~~Private inEquity ~~the~~Fund ~~Company’s~~Management ~~June~~Partnership ~~30,~~(Ltd ~~2025~~Partnership) ~~and~~was ~~December~~dissolved ~~31, 2024 statements of changes in stockholders’ equity,~~ and inderegistered. ~~per~~The ~~share~~loss ~~data~~on ~~for all~~disposal ~~periods~~was ~~presented~~$22.46.

On October 18, 2024, Nice Talent Asset Management Limited (“NTAM”) was disposed of for a consideration of $ 0.31 million (HK$2. ~~SUMMARY OF~~40 ~~SIGNIFICANT~~million). ~~ACCOUNTING~~The ~~POLICIES~~loss on disposal was $2.32 million.

~~Basis~~On December 6, 2024, FTFT Super Computing Inc. was disposed of ~~presentation~~for a consideration of US$1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling $973,072.24 and (ii) $1,000,000 was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York. The gain on disposal was $3.42 million.

~~The~~On ~~unaudited~~February ~~condensed~~3, ~~consolidated~~2025, ~~financial statements~~FTFT ~~have~~UK ~~been~~LIMITED, ~~prepared~~FTFT ~~in accordance with accounting principles generally accepted in the United States for interim financial information~~Finance ~~and~~UK ~~the~~Limited, ~~rules~~Future ~~and~~Fintech ~~regulations~~Digital ofNumber ~~the~~One ~~Securities~~US, ~~and~~LP, ~~Exchange~~Future ~~Commission.~~Fintech InDigital ~~the~~Number ~~opinion~~One ofOffshore, ~~management~~LLC(Cayman), ~~the~~Future ~~unaudited~~Fintech ~~financial statements~~Digital ~~have~~Number ~~been~~One ~~prepared~~GP, onLLC ~~the~~(USA), ~~same~~FTFT ~~basis~~Digital asNumber ~~the~~One, ~~annual financial statements and reflect all adjustments~~Ltd.(Cayman), ~~which~~Future ~~include~~FinTech ~~only~~Labs ~~normal recurring adjustments~~Inc, ~~necessary~~Future toFintech ~~present~~Digital ~~fairly the financial position as of June 30~~Capital, ~~2025~~FTFT ~~and the results of operations and cash flows for the~~CAPITAL ~~periods~~INVESTMENTS, ~~ended~~DigiPay ~~June~~FinTech 30Limited, ~~2025~~DCON ~~and~~DigiPay ~~2024.~~Limited-JPN ~~The financial data~~ and ~~other~~Global ~~information~~Key ~~disclosed~~Shared inMall ~~these~~Ltd ~~notes~~were todisposed ~~the~~of ~~interim financial statements related to these periods are unaudited. The results~~ for ~~the~~a ~~six~~consideration ~~months ended June 30, 2025 are not necessarily indicative~~ of ~~the results~~ toUS$25,000 beafter ~~expected~~a ~~for~~court ~~any~~auction ~~subsequent periods or for the entire year ending December 31, 2025~~sale. The ~~balance~~gain ~~sheet~~on atdisposal ~~December~~was ~~31,~~$28.24 ~~2024 has been derived from the audited financial statements at that date~~million.

~~Certain~~Based ~~information~~on ~~and~~the ~~footnote~~disposal ~~disclosures normally~~plan ~~included~~and in ~~financial statements prepared in~~ accordance with ~~accounting~~ASC ~~principles~~205-20, ~~generally accepted in~~ the ~~United States have~~Company ~~been~~presented ~~condensed or omitted pursuant to~~ the ~~Securities~~operating ~~and~~results ~~Exchange~~from ~~Commission’s~~these ~~rules~~operations ~~and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2024~~ as ~~included~~a indiscontinued ~~the Company’s Annual Report on Form 10-K~~operation.

~~Discontinued~~Segment ~~Operations~~Information Reclassification

OnThe ~~March~~Company 7,classified ~~2024,~~business ~~Chain~~segments ~~Cloud~~into Trading ~~Mall~~Commission ~~Network~~ and ~~Technology~~ Consulting service, Fast-Moving Consumer Goods (~~Tianjin~~FMCG) ~~Co.~~, ~~Limited~~and ~~was~~Supply ~~dissolved~~Chain Financing and ~~deregistered~~Trading.

OnUses ~~September~~of 4,Estimates ~~2024,~~in ~~Tianjin~~the ~~Future~~Preparation ~~Private~~of ~~Equity Fund~~Financial ~~Management Partnership (Ltd Partnership) was dissolved and deregistered. The loss on disposal was $22.46.~~Statements

OnThe ~~October~~Company’s 18condensed 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, ~~2024~~but are not limited to, ~~Nice~~the ~~Talent~~expected ~~Asset~~credit ~~Management~~losses for receivables, estimated useful life and residual ~~Limited~~value ~~(“NTAM”)~~of ~~was~~property, ~~disposed~~plant and equipment, impairment of long-lived assets, provision for astaff ~~consideration~~benefit, recognition and measurement of $deferred income ~~0.31~~taxes ~~million~~and ~~(HK$2.40~~valuation ~~million)~~allowance for deferred tax assets. ~~The~~Although ~~loss~~these estimates are based on ~~disposal~~management’s ~~was~~knowledge ~~$2.32~~of ~~million~~current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s condensed consolidated financial statements.

OnGoing December 6, 2024, FTFT Super Computing Inc. was disposed of for a consideration of US$1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling $973,072.24 and (ii) $1,000,000 was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York. The gain on disposal was $3.42 million.Concern

OnThe ~~February~~Company’s 3,financial ~~2025,~~statements ~~FTFT~~are UKprepared ~~LIMITED,~~assuming ~~FTFT Finance~~that UKthe ~~Limited,~~Company ~~Future~~will ~~Fintech~~continue ~~Digital~~as 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~~going ~~of US$25,000 after a court auction sale~~concern. ~~The gain of disposal was $28.24 million.~~

~~Based~~The onCompany ~~the~~incurred ~~disposal~~operating ~~plan~~losses and inhad negative ~~accordance~~operating ~~with ASC~~cash ~~205-20,~~flows and may continue to incur operating losses and generate negative cash flows as the Company ~~presented~~implements ~~the~~its future business plan. The Company’s operating ~~results~~losses from ~~these~~continuing operations amounted to $31.06 million, and it had negative operating cash flows from continuing operations of $28.71 million as of September 30, 2025. These factors raise substantial doubts about the Company’s ability to continue as a ~~discontinued~~going ~~operation~~concern. The Company has raised funds through issuance of convertible notes and common stock.

~~Segment~~The ~~Information~~ability ~~Reclassification~~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.

~~The Company classified business segment into Trading Commission and Consulting service, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.~~8

~~Uses~~Impairment of ~~Estimates~~Long-Lived ~~in the Preparation of Financial Statements~~Assets

~~The~~In ~~Company’s condensed consolidated financial statements have been prepared in~~ accordance with USthe ~~GAAP~~ASC ~~and~~360-10, ~~this~~Accounting for ~~requires~~the ~~management~~Impairment toor ~~make~~Disposal ~~estimates~~of ~~and~~Long-Lived ~~assumptions~~Assets, ~~that~~long-lived ~~affect~~assets, ~~the reported~~such ~~amounts~~as ofproperty, ~~assets~~plant and ~~liabilities~~equipment and ~~disclosure~~purchased ofintangibles subject ~~contingent~~to ~~assets~~amortization ~~and~~are ~~liabilities~~reviewed atfor ~~the~~impairment ~~date~~whenever ofevents ~~the~~or ~~condensed~~changes ~~consolidated financial~~in ~~statements~~circumstances ~~and~~indicate ~~reported~~that ~~amounts of revenue and expenses during~~ the ~~reporting~~carrying ~~period.~~value ~~The~~of ~~significant areas requiring the use~~an ofasset ~~management~~may ~~estimates include, but~~ not ~~limited~~be torecoverable, ~~the~~or ~~expected~~it ~~credit~~is ~~losses~~reasonably ~~for~~possible ~~receivables,~~that ~~estimated~~these ~~useful~~assets ~~life~~could ~~and~~become ~~residual~~impaired ~~value of~~as ~~property,~~a ~~plant~~result ~~and equipment, impairment~~ of ~~long-lived~~technological ~~assets,~~or ~~provision~~other industrial ~~for~~changes. ~~staff~~The ~~benefit,~~determination ~~recognition~~of ~~and~~recoverability ~~measurement~~ of ~~deferred income taxes and valuation allowance for deferred tax~~ assets. ~~Although~~to ~~these~~be ~~estimates~~held ~~are based on management’s knowledge of current events~~ and ~~actions~~used ~~management~~is ~~may~~made ~~undertake~~by incomparing the ~~future,~~carrying ~~actual~~amount ~~results~~of ~~may~~an ~~ultimately~~asset to ~~differ~~future ~~from~~undiscounted ~~those~~cash ~~estimates~~flows ~~and~~to ~~such differences may~~ be ~~material~~generated toby the ~~Company’s condensed consolidated financial statements~~assets.

~~Going~~If ~~Concern~~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.

~~The~~Fair ~~Company’s~~Value ~~financial~~of ~~statements~~Financial ~~are prepared assuming that the Company will continue as a going concern.~~Instruments

The Company ~~incurred~~has ~~operating~~adopted ~~losses~~FASB ~~and~~ASC ~~had negative~~Topic ~~operating~~on ~~cash~~Fair Value ~~flows~~Measurements and ~~may~~Disclosures ~~continue~~(“ASC to820”), ~~incur~~which ~~operating~~defines ~~losses~~fair ~~and~~value, ~~generate~~establishes ~~negative~~a ~~cash~~framework ~~flows~~for asmeasuring ~~the~~fair ~~Company implements its~~value ~~future~~in ~~business~~GAAP, ~~plan.~~and ~~The~~expands ~~Company’s~~disclosures ~~operating~~about ~~losses~~fair ~~amounted~~value ~~$29~~measurements.09 ~~million,~~ASC ~~and~~820 itestablishes ~~had~~a ~~negative~~three-level ~~operating~~valuation ~~cash~~hierarchy ~~flows~~of ~~amounted~~valuation techniques ~~$27.73~~based ~~million~~on asobservable ofand ~~June~~unobservable 30input, ~~2025.~~which ~~These~~may ~~factors~~be ~~raise~~used ~~substantial doubts about the Company’s ability~~ to ~~continue~~measure asfair avalue ~~going concern. The Company has raised funds through issuance of convertible notes~~ and ~~common~~include ~~stock.~~the following:

~~The ability of the Company to continue as a going~~Level ~~concern~~1 is- ~~dependent~~Quoted ~~upon~~prices ~~its~~in ~~ability~~active tomarkets ~~successfully~~for ~~execute~~identical ~~its~~assets ~~new~~or ~~business strategy and eventually attain profitable operations~~liabilities. ~~The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.~~

7Level 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.

~~Impairment~~Level 3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of ~~Long-Lived~~the ~~Assets~~assets or liabilities.

InThe ~~accordance~~Company’s ~~with~~cash ~~the~~and ~~ASC~~cash ~~360-10, Accounting~~equivalents ~~for~~and ~~the~~restricted ~~Impairment~~cash orand ~~Disposal of Long~~short-~~Lived~~term ~~Assets,~~investments ~~long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization~~ are ~~reviewed~~classified ~~for~~within ~~impairment~~level ~~whenever~~1 ~~events~~of ~~or changes in circumstances indicate that~~ the ~~carrying~~fair value ofhierarchy ~~an asset~~because ~~may~~they ~~not~~are bevalued ~~recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other~~using ~~industrial~~quoted ~~changes.~~market ~~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~~prices.

IfEarnings ~~such~~Per 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.Share

~~Fair~~Under ~~Value~~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 ~~Financial~~Common ~~Instruments~~Stock outstanding for the period.

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:9

~~Level~~Diluted 1EPS -is ~~Quoted~~calculated ~~prices~~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 ~~active~~the ~~markets~~denominator of ~~for~~the ~~identical~~diluted ~~assets~~EPS orcomputation. ~~liabilities~~The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table.

~~Level~~For 2the -nine ~~Input~~months ~~other~~ended ~~than~~September ~~Level 1 that is observable~~30, 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.2025:

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.

	Income (Loss)			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(31,058,936	)		3,867,060	$	(8.03	)
Income from discontinued operations attributable to Future Fintech Group, Inc.	$	26,372,056			3,867,060	$	6.82

Basic EPS:
Loss to common stockholders from continuing operations	$	(31,058,936	)		3,867,060	$	(8.03	)
Income available to common stockholders from discontinued operations	$	26,372,056			3,867,060	$	6.82

Diluted EPS:

Warrants		-			4,211		-
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 continuing operations attributable to Future Fintech Group, Inc.	$	(31,058,936	)		3,871,271	$	(8.03	)
Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations	$	26,372,056			3,871,271	$	6.81

~~The~~For ~~Company’s cash and cash equivalents and restricted cash and short-term investments are classified within level 1 of~~ the ~~fair~~nine ~~value~~months ~~hierarchy~~ended ~~because~~September ~~they~~30, ~~are value using quoted market price.~~2024:

Earnings Per Share

	Loss			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(8,367,411	)		1,992,633	$	(4.20	)
Loss from discontinued operations attributable to Future Fintech Group, Inc.	$	(1,599,489	)		1,992,633	$	(0.80	)

Basic EPS:
Loss to common stockholders from continuing operations	$	(8,367,411	)		1,992,633	$	(4.20	)
Loss available to common stockholders from discontinued operations	$	(1,599,489	)		1,992,633	$	(0.80	)

Diluted EPS:

Warrants					4,211
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 continuing operations attributable to Future Fintech Group, Inc.	$	(8,367,411	)		1,996,844	$	(4.20	)
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations	$	(1,599,489	)		1,996,844	$	(0.80	)

~~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.

~~Diluted~~For ~~EPS is calculated by using~~ the ~~treasury stock~~three ~~method,~~months ~~assuming~~ended ~~conversion~~September ~~of all potentially dilutive securities~~30, 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.2025:

	Loss			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(1,965,312	)		5,902,698	$	(0.33	)
Loss from discontinued operations attributable to Future Fintech Group, Inc.	$	-			5,902,698	$	-

Basic EPS:
Loss to common stockholders from continuing operations	$	(1,965,312	)		5,902,698	$	(0.33	)
Loss to common stockholders from discontinued operations	$	-			5,902,698	$	-

Diluted EPS:

Warrants		-			4,211		-
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 continuing operations attributable to Future Fintech Group, Inc.	$	(1,965,312	)		5,906,909	$	(0.33	)
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations	$	-			5,906,909	$	-

For the ~~six~~three months ended ~~June~~September 30, ~~2025~~2024:

	Income			Share		Pre-share amount
	Loss			Share		Pre-share amount
Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(294,~~093~~216,~~624~~762	)		2,~~832~~013,~~375~~195	$	(102.2709	)
Income from discontinued operations attributable to Future Fintech Group, Inc.		26,372,056			2,832,375		9.31
Loss from discontinued operations attributable to Future Fintech Group, Inc.	$	(661,957	)		2,013,195	$	(0.33	)
Basic EPS:
Loss to common stockholders from continuing operations		(29,093,624	)		2,832,375		(10.27	)
Loss available to common stockholders from continuing operations	$	(4,216,762	)		2,013,195	$	(2.09	)
Income available to common stockholders from discontinued operations	$	26,372,056			2,832,375	$	9.31
Loss available to common stockholders from discontinued operations	$	(661,957	)		2,013,195	$	(0.33	)
Dilutive EPS:
Diluted EPS:
Warrants		-			4,211		-
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 continuing operations attributable to Future Fintech Group, Inc.		(29,093,624	)		2,836,586	$	(10.27	)
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	$	(4,216,762	)		2,017,406	$	(2.09	)
Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations		26,372,056			2,836,586		9.30
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.	$	(661,957	)		2,017,406	$	(0.33	)

~~For the six months ended June 30, 2024:~~11

	Income			Share		Pre-share amount
Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(4,150,649	)		1,992,633	$	(2.08	)
Loss from discontinued operations attributable to Future Fintech Group, Inc.		(937,532	)		1,992,633		(0.47	)
Basic EPS:
Loss to common stockholders from continuing operations		(4,150,649	)		1,992,633		(2.08	)
Loss available to common stockholders from discontinued operations	$	(937,532	)		1,992,633	$	(0.47	)
Dilutive EPS:
Warrants		-			4,211		-
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 continuing operations attributable to Future Fintech Group, Inc.		(4,150,649	)		1,996,844		(2.08	)
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations		(937,532	)		1,996,844		(0.47	)

Cash and Cash Equivalents

9Cash 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.

~~For~~Deposits in banks in the ~~three~~PRC ~~months~~are ~~ended~~only ~~June~~insured by 30the government up to RMB500,000, ~~2025:~~ in the HK are only insured by the government up to HKD500,000, in the United States of America are only insured by the Federal Deposit Insurance Corporation up to USD250,000, and are consequently exposed to risk of loss.

	Income		Share		Pre-share amount
Income from continuing operations attributable to Future Fintech Group, Inc.	$	1,851,780		3,046,639	$	0.61
Income from discontinued operations attributable to Future Fintech Group, Inc.		-		3,046,639		-
Basic EPS:
Income to common stockholders from continuing operations		1,851,780		3,046,639		0.61
Income available to common stockholders from discontinued operations	$	-		3,046,639	$	-
Dilutive EPS:
Warrants		-		4,211		-
Diluted earnings per share is calculated by taking net income divided by the diluted weighted average common shares outstanding. Diluted net earnings per share equals basic net income per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc.		1,851,780		3,050,850		0.61
Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations		-		3,050,850		-

The Company believes the probability of a bank failure, causing loss to the Company, is remote.

~~For~~Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the ~~three~~face ~~months~~of ~~ended~~the ~~June~~unaudited 30condensed consolidated balance sheets, ~~2024:~~and is not included in the total cash and cash equivalents in the unaudited condensed consolidated statements of cash flows.

	Income			Share		Pre-share amount
Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(809,159	)		1,998,541	$	(0.40	)
Loss from discontinued operations attributable to Future Fintech Group, Inc.		(951,814	)		1,998,541		(0.48	)
Basic EPS:
Loss available to common stockholders from continuing operations	$	(809,159	)		1,998,541	$	(0.40	)
Loss available to common stockholders from discontinued operations	$	(951,814	)		1,998,541		(0.48	)
Dilutive EPS:
Warrants		-			4,211		-
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	$	(809,159	)		2,002,752	$	(0.40	)
Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.		(951,814	)		2,002,752		(0.48	)

Receivable and Credit Losses

10Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. The Company has a policy of reserving for uncollectible accounts based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential bad debts if required.

~~Cash~~Other receivables, and ~~Cash~~loan ~~Equivalents~~receivables are recognized and carried at the initial amount when occurred less an allowance for credit losses. The Company has a policy of reserving for uncollectible accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivables.

~~Cash~~Allowances ~~and~~for ~~cash~~credit ~~equivalents~~losses ~~included~~are ~~cash~~maintained onfor expected ~~hand~~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 ~~demand~~financial ~~deposits~~condition ~~placed~~of specific customers, historical experience with ~~banks~~bad ordebts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other ~~financial~~factors ~~institutions~~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, ~~which~~Credit ~~are~~Losses ~~unrestricted~~(“ASC 326”) and records the allowance for credit losses as an offset to ~~withdrawal~~accounts receivable and ~~use~~contract assets, and ~~with~~the estimated credit losses charged to the allowance is classified as “Allowance for (net recovery of) credit losses/doubtful accounts” in the unaudited condensed consolidated statements of comprehensive income (loss). The Company determines whether an ~~original~~allowance for doubtful accounts is required by evaluating ~~maturity~~specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of ~~three~~the ~~months~~allowance. orThe ~~less~~Company may also record a general allowance as necessary.

~~Deposits~~Direct inwrite-offs ~~banks~~are taken in the ~~PRC~~period ~~are only insured~~when by the ~~government~~Company uphas toexhausted ~~RMB500,000, in~~ the HKCompany’s ~~are~~efforts ~~only~~to ~~insured~~collect byoverdue ~~the~~and ~~government~~unpaid upreceivables toor ~~HKD500,000,~~otherwise inevaluate ~~the~~other ~~United States of America are~~circumstances ~~only~~that ~~insured~~indicate bythat the ~~Federal~~Company ~~Deposit~~should ~~Insurance~~abandon ~~Corporation~~such ~~up to USD250,000, and are consequently exposed to risk of loss~~efforts.

The Company ~~believes~~has ~~the~~assessed ~~probability~~its accounts receivable including credit terms and corresponding all its accounts receivables as of aSeptember ~~bank~~30, ~~failure~~2025. Allowance for credit losses for accounts receivable amounted to $267,369 ~~causing~~and ~~loss~~$2,785 as of September 30, 2025 and December 31, 2024, respectively. Accounts receivables of $1.34 million and $1.15 million have been outstanding for over 90 days as of September 30, 2025 and December 31, 2024, respectively. Allowance for credit losses for other receivables amounted to ~~the~~$1,157 ~~Company~~and $9,519,301 isas ~~remote~~of September 30, 2025 and December 31, 2024, respectively.

Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the unaudited condensed consolidated balance sheets, and is not included in the total cash and cash equivalents in the unaudited condensed consolidated statements of cash flows.12

~~Receivable~~Revenue ~~and Credit Losses~~Recognition

~~Accounts~~The ~~receivable~~Company ~~are~~applies ~~recognized~~the ~~and~~five ~~carried~~steps defined under atASC 606: (i) identify the ~~original~~contract(s) ~~invoice~~with ~~amounts~~a ~~less~~customer, an(ii) ~~allowance~~identify ~~for~~the ~~any~~performance ~~uncollectible~~obligations ~~amount~~in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company ~~has~~assesses aits ~~policy~~revenue ofarrangements ~~reserving~~against ~~for~~specific ~~uncollectible~~criteria in order ~~accounts~~to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Company allocates the transaction price to each performance obligation based on the ~~Company’s~~relative ~~best~~standalone selling ~~estimate~~price of the ~~amount~~goods ofor ~~probable~~services ~~credit~~provided. ~~losses~~Revenue inis recognized upon the ~~Company’s~~transfer ~~existing~~of ~~accounts~~control ~~receivable.~~of promised goods or services to a ~~The~~customer. Control is generally transferred when the Company ~~performs~~has ~~ongoing~~a ~~credit~~present ~~evaluations~~right ofto payment and title and the ~~Company’s~~significant ~~customers~~risks and ~~maintain~~rewards of anownership ~~allowance~~of ~~for~~products ~~potential~~or ~~bad~~services ~~debts~~are ~~if required~~transferred to its customers.

~~Other receivables, and loan receivables are recognized and carried at the initial amount when occurred less an allowance for credit losses.~~ The Company ~~has~~does anot ~~policy~~make ofany ~~reserving~~significant ~~for uncollectible~~judgment ~~accounts~~in ~~based~~evaluating onwhen ~~the~~control ~~Company’s~~is ~~best~~transferred. ~~estimate~~Revenue ofis ~~the~~recorded ~~amount~~net of ~~probable~~value-added ~~impairment losses in the Company’s existing receivable~~tax.

~~Allowances~~Revenue ~~for~~recognition credit losses are maintained for expected credit losses resulting from the Company’s customers’ inability to make required payments. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance is ~~classified~~ as “Bad debt expense” in the unaudited condensed consolidated statements of comprehensive income (loss). The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, The Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.follows:

~~Direct~~Sales ~~write~~of fast-~~offs~~moving ~~are~~consumer taken in the period when the Company has exhausted the Company’s efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts.goods

The Company ~~has~~operates ~~assessed~~an ~~its~~e-commerce ~~accounts~~platform ~~receivable~~specializing ~~including~~in ~~credit~~fast-moving ~~term~~consumer ~~and~~goods. ~~corresponding~~For ~~all~~sales ~~its~~transacted ~~accounts~~through ~~receivables~~the asCompany’s ofonline ~~June~~stores 30in mainland China, ~~2025.~~the ~~Bad~~standard ~~debt~~return ~~expense~~policy permits ~~was~~customers ~~$28,762,566~~to ~~and~~return ~~$443,094 during~~eligible ~~the~~products ~~six~~within ~~months~~seven ~~ended~~days ~~June~~of 30purchase. Historically, ~~2025~~customer ~~and~~returns ~~2024,~~were ~~respectively~~immaterial. ~~Accounts~~Revenue ~~receivables~~from sales of ~~$1.33~~fast-moving ~~million~~consumer ~~and~~goods was $~~1.15~~2,060,276 ~~million~~and ~~have~~$342 ~~been~~during ~~outstanding for~~the ~~over~~nine 90months ~~days~~ended asSeptember ~~of June~~ 30, 2025 and ~~December 31,~~ 2024, respectively.

11Provision of trading commission and consulting service

The Company provides stock trading and consulting services and charges commission and service fees to its customers. The Company recognizes revenue when such services was rendered to the customer. Revenue ~~Recognition~~from provision of trading commission and consulting service was $421,275 and $1,039,985 during the nine months ended September 30, 2025 and 2024, respectively.

~~The~~Sales ~~Company~~of ~~applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer~~coal, ~~(ii)~~aluminum ~~identify the performance obligations in the contract~~ingots, ~~(iii)~~sand ~~determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract,~~ and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers.steel

The Company ~~does~~recognizes ~~not~~revenue ~~make~~when ~~any~~the ~~significant judgment~~receipt inof ~~evaluating~~merchandise ~~when~~is ~~control~~confirmed by the customers, which is the point that the title of the goods is transferred to the customer. Revenue isfrom sales ~~recorded~~of ~~net~~coal, ofaluminum ~~value-added~~ingots, ~~tax~~sand and steel was $1,341 and $ 934,971 during the nine months ended September 30, 2025 and 2024, respectively.

~~Revenue recognitions are as follows:~~13

~~Sales~~Property ~~of coals, aluminum ingots, sand~~ and ~~steel~~Equipment

~~The~~Property ~~Company~~and ~~recognizes~~equipment ~~revenue~~are ~~when~~stated ~~the~~at ~~receipt~~cost less ofaccumulated ~~merchandise~~depreciation and any impairment losses. Depreciation is ~~confirmed~~computed byusing the ~~customers,~~straight-line ~~which~~method isover the ~~point~~useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the ~~title~~life of the ~~goods~~respective assets isare ~~transferred~~expensed toas ~~the customer~~incurred. ~~Revenue~~Upon ~~was $1~~disposal of assets,~~341~~ the cost and ~~$506,438~~related ~~during~~accumulated depreciation are removed from the ~~six~~accounts and ~~months~~any ~~ended~~gain ~~June~~or ~~30,~~loss ~~2025~~is included in the unaudited condensed consolidated statements of operations and ~~2024,~~comprehensive ~~respectively~~income (loss).

~~Sales~~The Company estimated that the residual value of ~~fast-moving~~the ~~consumer~~Company’s ~~goods~~property and equipment ranges from 3% to 5%. Property, plant and equipment are depreciated over their estimated useful lives as follows:

The Company operates an e-commerce platform specializing in fast-moving consumer. For sales transacted through the Company’s online stores in mainland China, the standard return policy permits customers to return eligible products within seven days of purchase. Historically, customer returns were immaterial.

Office equipment, fixtures and furniture		3-5 years
Vehicle		5 years
Leasehold improvements		Lesser of useful life and lease term

~~Property~~Construction in progress includes property, ~~Plant~~plant and equipment in the course of construction for production or for its own use purposes. Construction in progress is carried at cost less any recognized impairment loss. Construction in progress is classified to the appropriate category of property, plant and ~~Equipment~~equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

~~Property,~~Intangible 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 unaudited condensed consolidated statements of operations and comprehensive income (loss).Assets

~~Depreciation~~Acquired ~~related~~intangible assets are recognized based on their cost to ~~property~~the Company, ~~plant~~which generally includes the transaction costs of the asset acquisition, and ~~equipment used~~no ingain ~~production~~or loss is ~~reported~~recognized unless inthe ~~cost~~fair value of ~~sales,~~noncash ~~and~~assets ~~includes~~given ~~amortized~~as consideration differs from the assets’ carrying amounts ~~related~~on the Company’s book. These assets are amortized over their useful lives if the assets are deemed to ~~capital~~have ~~leases~~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 ~~Company~~value ~~estimated~~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 ~~residual~~intangible ~~value~~asset. The useful life of the Company’s ~~property~~intangible ~~and~~assets ~~equipment~~is ~~ranges~~ten ~~from~~years, 3%which tois ~~5%.~~determined by ~~Property,~~using ~~plant~~the ~~and~~time ~~equipment~~period ~~are~~that ~~depreciated~~an ~~over their~~intangible is estimated ~~useful~~to ~~lives~~contribute asdirectly ~~follows:~~or indirectly to a Company’s future cash flows.

Machinery and equipment		5-10 years
Building		30 years
Furniture and office equipment		3-5 years
Motor vehicles		5 years

12Foreign Currency and Other Comprehensive Income (Loss)

~~Intangible~~The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company is the USD. Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet dates, while equity accounts are translated using the historical exchange rate.

~~Acquired~~The ~~intangible~~exchange ~~assets~~rate ~~are recognized based on their cost to~~ the Company, ~~which~~used ~~generally~~to ~~includes~~convert RMB ~~the~~to ~~transaction~~USD ~~costs~~was of7.11:1 ~~the asset acquisition,~~ and no7.19:1 ~~gain~~at ~~or loss is recognized unless~~ the ~~fair~~balance ~~value~~sheet dates of ~~noncash~~September ~~assets~~30, ~~given~~2025 asand ~~consideration~~December ~~differs~~31, ~~from~~2024, ~~the~~respectively. ~~assets’~~The ~~carrying~~average ~~amounts on the Company’s~~exchange ~~book.~~rate ~~These~~for ~~assets are amortized over their useful lives if~~ the ~~assets~~period ~~are~~has ~~deemed~~been used to ~~have~~translate arevenues ~~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~~expenses. The ~~fair~~ ~~value~~average ofexchange anrates ~~intangible asset is~~ the ~~amount~~Company ~~that would be determined if the entity~~ used ~~the~~to ~~assumptions~~convert ~~that~~RMB ~~market~~to ~~participants would~~USD ~~use if they~~ were ~~pricing~~7.16:1 ~~the~~and ~~intangible asset~~7.11:1 ~~The~~for ~~useful life of~~ the ~~Company’s~~nine ~~intangible~~months ~~assets~~ended isSeptember ~~ten years~~30, ~~which~~2025 isand ~~determined by~~2024, ~~using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows~~respectively.

~~Foreign~~The ~~Currency~~exchange rate the Company used to convert HKD to USD was 7.78:1 and ~~Other~~7.76:1 ~~Comprehensive~~at ~~Income~~the ~~(Loss)~~balance sheet dates of September 30, 2025 and December 31, 2024. The average exchange rate for the period has been used to translate revenues and expenses. The average exchange rates the Company used to convert HKD to USD were 7.80:1 and 7.81:1 for the nine months ended September 30, 2025 and 2024, respectively.

~~The~~Translation ~~financial~~adjustments ~~statements of the Company’s foreign subsidiaries~~ are ~~measured~~reported ~~using the local currency as the functional currency; however, the reporting currency of the Company~~separately isand ~~the~~accumulated ~~USD.~~in ~~Assets~~a ~~and~~separate ~~liabilities~~component of ~~the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet dates, while~~ equity ~~accounts~~(cumulative ~~are~~translation ~~translated using historical exchange rate~~adjustment).

~~The~~Government exchange rate the Company used to convert RMB to USD was 7.16:1 and 7.19:1 at the balance sheet dates of June 30, 2025 and December 31, 2024, respectively. The average exchange rate for the period has been used to translate revenues and expenses. The average exchange rates the Company used to convert RMB to USD were 7.18:1 and 7.11:1 for six months ended June 30, 2025 and 2024, respectively.subsidies

~~The~~Government ~~exchange~~subsidies ~~rate~~primarily ~~the~~consist ~~Company~~of ~~used~~financial subsidies toreceived ~~convert HKD~~from toprovincial ~~USD~~and ~~was~~local ~~7.85:1~~governments for operating a business in their jurisdictions and ~~7.76:1~~compliance atwith specific policies promoted by the ~~balance~~local ~~sheet~~governments. ~~dates~~For ofcertain ~~June~~government 30subsidies, ~~2025~~there ~~and~~are ~~December~~no ~~31,~~defined ~~2024.~~rules ~~The~~and ~~average~~regulations ~~exchange~~to ~~rate~~govern ~~for~~ the ~~period~~criteria ~~has~~necessary ~~been~~for ~~used~~companies to ~~translate~~receive ~~revenues~~such benefits, and ~~expenses~~the amount of financial subsidy is determined at the discretion of the relevant government authorities. The ~~average~~government ~~exchange~~subsidies ~~rates~~of ~~the~~operating ~~Company~~nature ~~used~~with tono ~~convert~~further ~~HKD~~conditions to ~~USD~~be ~~were~~met ~~7.79:1~~are recorded of operating ~~and~~expenses ~~7.82:1~~in ~~for~~“Other ~~six~~income” ~~months~~in ~~ended~~the ~~June~~unaudited ~~30,~~condensed ~~2025~~consolidated statements of operations and ~~2024,~~comprehensive ~~respectively~~income (loss) when received.

~~Translation~~The ~~adjustments~~amendments ~~are~~in ~~reported~~this ~~separately~~update require disclosures ~~and~~about ~~accumulated~~transactions inwith a ~~separate~~government ~~component~~that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of ~~equity~~transactions, (~~cumulative~~2) ~~translation~~the ~~adjustment~~accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements.

~~Government subsidies~~15

~~Government~~Income 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 unaudited condensed consolidated statements of operations and comprehensive income (loss) when received.Taxes

The ~~amendments~~Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this ~~update~~method, ~~require~~income ~~disclosures~~tax expense is ~~about~~recognized ~~transactions~~for ~~with~~the aamount ~~government~~of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been ~~accounted~~recognized ~~for~~in byan ~~analogizing~~entity’s tofinancial astatements ~~grant~~ or ~~contribution~~tax ~~accounting~~returns. ~~model~~Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~increase~~apply to taxable income in the years in which those temporary differences are expected ~~transparency~~to ~~about~~be ~~(1)~~recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the ~~types~~results of operations ~~transactions,~~in ~~(2)~~the period that includes the ~~accounting~~enactment ~~for~~date. A valuation allowance is provided to reduce the ~~transactions,~~deferred ~~and~~tax ~~(3)~~assets reported if based on the ~~effect~~weight of the ~~transactions~~available onpositive anand negative evidence, it is more likely than not some portion or all of the deferred ~~entity’s~~tax ~~financial~~assets ~~statements~~will not be realized.

13ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

~~Income~~Short-term ~~Taxes~~investments

~~The~~Short-term ~~Company~~investments ~~uses~~consist ~~the~~primarily ~~asset and liability method~~ of ~~accounting for income taxes~~ investments in ~~accordance~~fixed deposits with ~~ASC~~original ~~Topic~~maturities ~~740,~~between ~~“Income~~three ~~Taxes.”~~months ~~Under~~and ~~this~~one ~~method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current~~ year and ~~(ii)~~certain ~~deferred~~investments ~~tax consequences of temporary differences resulting from matters that have been recognized~~ in anwealth ~~entity’s~~management ~~financial~~products ~~statements or tax returns. Deferred tax assets~~ and ~~liabilities~~ ~~are~~other ~~measured~~investments ~~using~~that ~~enacted~~the ~~tax~~Company ~~rates~~has ~~expected to apply to taxable income in~~ the ~~years~~intention ~~in which those temporary differences are expected~~ to beredeem ~~recovered~~within orone ~~settled~~year. ~~The~~Fair ~~effect~~valued onor ~~deferred~~carried ~~tax~~at ~~assets~~amortized ~~and~~costs. ~~liabilities~~As of ~~a change in tax rates is recognized in the results of~~September ~~operations~~30, in2025 ~~the~~and ~~period~~December ~~that~~31, ~~includes~~2024, the ~~enactment~~short-term ~~date.~~investments Aamounted ~~valuation allowance is provided~~ to ~~reduce~~$1,407 ~~the deferred tax assets reported if based on the weight of the available positive~~ and ~~negative evidence~~$1,391, ~~it is more likely than not some portion or all of the deferred tax assets will not be realized~~respectively.

~~ASC Topic 740~~Long-~~10-30~~term clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.investments

~~Short~~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 September 30, 2025 and December 31, 2024, the long-term investments amounted to $844,416 and $1,530,243, respectively. During the nine months ended September 30, 2025, Company has collected repayment of $697,916 (RMB5.0 million) of the December 31, 2024 debt investment balance. The Company did not recognize an impairment for its long-term investment as all the debt investment is deemed collectible.

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 June 30, 2025 and December 31, 2024, the short-term investments amounted to $1,397 and $1,391, respectively.16

~~Long-term investments~~Lease

~~Long-term~~The ~~investments~~Company ~~consist~~follows ~~primarily~~ASU ofNo. ~~investments~~2016-02, Leases (Topic in842), ~~debt~~or ~~investment~~ASC ~~with~~842. ~~original~~The ~~maturities~~Company ~~between~~determines ~~three~~if ~~years~~an ~~and~~arrangement ~~more.~~is ~~Fair~~a ~~valued~~lease or ~~carried~~contains a lease at ~~amortized~~lease ~~costs~~inception. For operating leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the unaudited condensed consolidated balance sheets at commencement date. As most of ~~June~~the ~~30,~~Company’s ~~2025~~leases do not ~~and~~provide ~~December~~an ~~31,~~implicit ~~2024~~rate, the ~~long-term~~Company ~~investments~~estimates ~~amounted~~the toincremental $1borrowing rate based on the information available at the commencement date in determining the present value of lease payments.05 ~~million~~The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and $1payments, and in economic environments where the leased asset is located.53 ~~million~~The ROU assets also include any lease payments made, ~~respectively~~net of lease incentives. ~~Due~~Lease expense is recorded on a straight-line basis over the lease term. The Company’s leases often include options to extend and lease terms include such extended terms when the Company ~~has~~is ~~received~~reasonably ~~repayment~~certain ~~$0.48~~to ~~million~~exercise ~~(RMB3~~those options.5 ~~million)~~Lease ~~debt~~terms ~~investment,~~also include periods covered by options to terminate the leases when the Company ~~did~~is reasonably certain not ~~recognize~~to anexercise ~~impairment~~those options.

~~Lease~~Share-based compensation

The Company ~~adopted~~awards ~~ASU~~share ~~No.~~options ~~2016-02,~~and ~~Leases~~other ~~(Topic~~equity-based ~~842),~~instruments orto ~~ASC~~its ~~842~~employees, ~~from~~directors ~~January~~and 1,consultants ~~2020.~~(collectively ~~The~~“share-based ~~Company~~payments”). ~~determines~~Compensation ifcost anrelated ~~arrangement~~to such awards is ameasured ~~lease~~based oron ~~contains~~the afair ~~lease~~value atof ~~lease~~the ~~inception.~~instrument ~~For operating~~on ~~leases,~~ the ~~Company~~grant ~~recognizes~~date. aThe ~~right-of-use~~Company ~~(“ROU”)~~recognizes ~~asset~~the ~~and~~compensation acost ~~lease~~over the ~~liability~~period ~~based on~~ the ~~present~~employee ~~value~~is ~~of the~~required ~~lease~~to ~~payments~~provide ~~over~~service ~~the~~in ~~lease~~exchange ~~term~~for on the ~~unaudited~~award, ~~condensed~~which ~~consolidated~~generally ~~balance~~is ~~sheets~~the atvesting ~~commencement date~~period. AsThe ~~most~~amount of ~~the Company’s~~ ~~leases~~cost dorecognized ~~not~~is ~~provide~~adjusted anto ~~implicit~~reflect ~~rate,~~ the ~~Company~~expected ~~estimates~~forfeiture ~~the~~prior ~~incremental~~to ~~borrowing~~vesting. ~~rate~~When ~~based~~no onfuture ~~the~~services ~~information~~are ~~available~~required atto ~~the~~be performed ~~commencement~~by ~~date~~the employee in ~~determining~~exchange ~~the~~for ~~present~~an ~~value~~award of ~~lease~~equity ~~payments.~~instruments, ~~The~~and ~~incremental~~if ~~borrowing~~such ~~rate~~award isdoes ~~estimated~~not tocontain ~~approximate the interest rate on~~ a ~~collateralized~~performance ~~basis~~or ~~with~~market ~~similar~~condition, the ~~terms~~cost ~~and~~of ~~payments,~~the ~~and~~award inis ~~economic~~expensed ~~environments~~on ~~where~~ the ~~leased~~grant ~~asset is located~~date. The ~~ROU assets~~Company ~~also~~recognizes ~~include~~compensation ~~any~~cost ~~lease~~for ~~payments~~an ~~made,~~award ~~net~~with ofonly ~~lease~~service ~~incentives.~~conditions that ~~Lease~~has ~~expense~~a isgraded ~~recorded~~vesting schedule on a straight-line basis over the ~~lease term.~~requisite ~~the~~service ~~Company’s~~period ~~leases~~for ~~often~~the ~~include~~entire ~~options~~award, toprovided ~~extend~~that ~~and lease terms include such extended terms when~~ the ~~Company is reasonably~~ ~~certain~~cumulative toamount ~~exercise~~of ~~those~~compensation ~~options.~~cost ~~Lease~~recognized ~~terms~~at ~~also~~any ~~include~~date ~~periods~~at ~~covered~~least byequals ~~options~~the toportion ~~terminate~~of the ~~leases~~grant-date ~~when~~value ~~the~~of ~~Company~~such isaward ~~reasonably~~that is ~~certain~~vested ~~not~~at tothat ~~exercise those options~~date.

14New Accounting Pronouncements

~~Share~~In December 2023, the FASB issued ASU No. 2023-~~based~~09, “Income ~~compensation~~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 adopted this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

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.17

~~New~~In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU requires entities to 1. disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2. include certain amounts that are already required to be disclosed under current Generally Accepted Accounting ~~Pronouncements~~Principles in the same disclosures as other disaggregation requirements, 3. disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and 4. disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling expense. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact of adopting this new guidance on its consolidated financial statements.

In November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0704, “~~Segment~~Debt—Debt ~~Reporting~~with ~~(Topic~~Conversion ~~280)~~and ~~Improvements~~Other toOptions ~~Reportable~~(Subtopic ~~Segment~~470-20): ~~Disclosures.”~~Induced ~~This~~Conversions ~~ASU~~of ~~expands~~Convertible ~~required~~Debt ~~public entities’~~Instruments”. ~~segment~~The ~~disclosures,~~amendments ~~including~~provide ~~disclosure~~guidance ofon ~~significant~~accounting ~~segment~~for ~~expenses~~induced ~~that~~conversions ~~are regularly provided to the chief operating decision maker and included within each reported measure~~ of ~~segment~~convertible ~~profit~~debt orinstruments. ~~loss,~~The anamendments ~~amount~~are ~~and~~effective ~~description of its composition~~ for ~~other segment~~ ~~items~~annual ~~and~~reporting ~~interim~~periods ~~disclosures~~beginning ofafter aDecember ~~reportable~~15, ~~segment’s~~2025, ~~profit or loss~~ and ~~assets.~~interim ~~ASU~~reporting ~~2023 07 is applied retrospectively to all~~ periods ~~presented~~within inthose ~~financial~~annual ~~statements,~~reporting ~~unless it is impracticable~~periods. ~~This~~Early adoption ~~ASU~~ is ~~effective~~permitted for ~~fiscal~~entities ~~years~~that ~~beginning~~have ~~after~~adopted ~~December 15,~~the ~~2023,~~amendments ~~and~~in ~~interim~~ASU ~~periods within fiscal years beginning after December 15, 2024~~2020-06. Early adoption is permitted. The Company ~~adopted~~plans to adopt this guidance effective July 1, ~~2024~~2026 and the ~~adoption~~Company ~~of this ASU~~ is ~~not~~currently ~~expected~~evaluating tothe ~~have~~impact aof ~~material~~adopting ~~impact~~this ASU on its financial statements.

In ~~December~~May ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0903, “~~Income~~Business ~~Taxes~~Combinations (Topic ~~740~~805): ~~Improvements~~and toConsolidation ~~Income~~(Topic ~~Tax~~810): ~~Disclosures”.~~Accounting ~~This~~Acquirer ~~ASU~~in ~~requires~~a ~~additional~~Business ~~quantitative~~Combination ~~and~~Involving ~~qualitative~~a Variable ~~income~~Interest ~~tax~~Entity”. ~~disclosures~~This toASU ~~enable~~clarifies ~~financial~~that ~~statements~~when ~~users~~a ~~better~~business ~~assess~~that ~~how~~is ana ~~entity’s~~VIE ~~operations~~is ~~and~~acquired ~~related~~primarily ~~tax~~with ~~risks~~equity ~~and~~interests, ~~tax~~the determination ~~planning~~of ~~and~~the ~~operational~~accounting ~~opportunities~~acquirer ~~affect~~should ~~its~~follow ~~tax~~ASC ~~rate~~805 ~~and~~rather ~~prospects~~than ~~for~~defaulting ~~future~~to ~~cash~~the ~~flows~~primary beneficiary under ASC 810. The ~~ASU~~standard is effective for ~~annual~~fiscal ~~reporting periods~~years beginning after December 15, ~~2024~~2026, ~~with~~including ~~early~~interim ~~adoption~~periods ~~permitted~~within ~~and~~those ~~can~~fiscal beyears. ~~applied~~Early onadoption ~~either~~is ~~a prospective or retroactive basis~~permitted. The Company ~~adopted~~plans to adopt this guidance effective July 1, ~~2025~~2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

~~Management~~In ~~does~~May ~~not~~2025, ~~believe~~the ~~that~~FASB ~~any~~issued ~~other~~ASU ~~recently~~No. 2025-04, ~~issued~~“Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)”: Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how entities account for share-based consideration payable to a customer. The ASU requires customer awards with vesting conditions tied to purchases to be treated as performance conditions, ~~but~~eliminates the forfeiture policy election, and states that the variable consideration constraint under ASC 606 does not ~~yet~~apply to these awards. The standard is effective ~~accounting~~for ~~pronouncements~~annual periods beginning after December 15, if2026, ~~adopted~~with early adoption permitted. The Company plans to adopt this guidance effective July 1, ~~would~~2027 ~~have~~and athe ~~material~~Company ~~impact~~is oncurrently evaluating the ~~accompanying~~impact ~~unaudited~~of ~~condensed consolidated~~adopting this ASU on its financial statements.

~~3. ACCOUNTS RECEIVABLE~~18

In July 2025, the FASB issued ASU No. 2025 05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This ASU provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable, and ~~net~~current contract assets that arise from transactions accounted for under Topic 606. The standard is effective for annual periods beginning after December 15, ~~consist~~2025. Early adoption of ASU 2025-05 is permitted and should be applied prospectively. The Company plans to adopt this guidance effective July 1, 2026 and the ~~following:~~Company is currently evaluating the impact of adopting this ASU on its financial statements.

	June 30,		December 31,
	2025		2024
Supply Chain Financing/Trading	$	1,212,646	$	1,984,893
Trading Commission and Consulting service		423,834		104,069
Fast-Moving Consumer Goods		7,121		-
Total accounts receivable, net	$	1,643,601	$	2,088,962

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 unaudited condensed consolidated financial statements.

153. ACCOUNTS RECEIVABLE, NET

~~The~~Accounts ~~following table sets forth the Company’s concentration of accounts~~ receivable, net, consist of ~~specific~~the ~~allowances for credit losses.~~following:

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Debtor A		24.2	%		34.6	%
Supply Chain Financing/Trading	$	1,013,454		$	1,984,893
Debtor B		22.7	%		19.0	%
Trading Commission and Consulting service		417,903			104,069
Debtor C		19.1	%		17.8	%
Fast-Moving Consumer Goods		6,987			-
Total accounts receivable, net	$	~~66.0~~1,438,344	%	$	~~71.4~~2,088,962	%

4.The ~~OTHER~~following ~~RECEIVABLES~~table sets forth the Company’s concentration of accounts receivable, net of specific allowances for credit losses.

As of June 30, 2025, the balance of other receivables was $0.92 million deposit paid and prepayments to third parties.

	September 30,			December 31,
	2025			2024

Debtor A		27.9	%		34.6	%
Debtor B		26.1	%		19.0	%
Debtor C		24.4	%		17.8	%
Total accounts receivable, net		78.4	%		71.4	%

As4. ofOTHER ~~December 31~~RECEIVABLES, ~~2024, the balance of other receivables was $1.49 million deposit paid and prepayments to third parties.~~NET

5As of September 30, 2025, the balance of other receivables, net was $0.31 ~~LOAN~~million ~~RECEIVABLES~~receivables from third parties.

As of ~~June~~December 3031, ~~2025~~2024, the balance of ~~loan~~other receivables, ~~was~~net was $61.9849 million~~, which~~ ~~were~~deposit ~~from~~paid and prepayments to third parties.

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 $7.00 million (RMB50 million) to the third party at the annual interest rate of 8% from July 15, 2022 to December 31, 2025, guarantee by Junde Chen. To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the loan. As of April 17, 2023, the Company has received repayment $4.87 million (RMB35 million). As of June 30, 2025, the balance of loan receivables was $2.09 million. The amount of $2.09 million (RMB15 million) will be repaid within 12 months.19

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 $4.88 million (RMB35 million) to the third party at the annual interest rate of 5~~% from December 8, 2022 to December 8, 2025~~. AsINVESTMENT ~~of June 30, 2025, the balance of loan receivables was $4.89 million.~~FUNDS

As of ~~December~~September 3130, ~~2024~~2025, the balance of ~~loan~~investment funds ~~receivables~~ was $730.09 12 million,. ~~which~~The ~~was~~amount ~~from~~pertains of funds held in escrow with a third ~~parties~~party for future business acquisition. As of the date of this report, the acquisition transaction has not commenced.

~~On July 14, 2022, Future Private Equity Fund Management (Hainan) Co~~6., ~~Limited~~LOAN 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 $7.00 million (RMB50 million) to the third party at the annual interest rate of 8% from July 15, 2022 to July 14, 2025, guarantee by Junde Chen. To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the loan. As of April 17, 2023, the Company has received repayment $4.87 million (RMB35 million). As of December 31, 2024, the balance of loan receivables was $2.09 million. The amount of $2.09 million (RMB15 million) will be repaid within 12 months.RECEIVABLES

OnAs ~~December~~of 8,September ~~2023~~30, ~~Future Private Equity Fund Management (Hainan) Co.~~2025, ~~Limited entered into a “Loan Agreement” with a third party. Pursuant to~~ the ~~Loan~~balance ~~Agreement,~~of ~~Future~~loan ~~Private~~receivables ~~Equity~~was ~~Fund Management (Hainan) Co., Limited loaned an amount of~~ $47.8604 million, ~~(RMB35~~which ~~million)~~were ~~to the third party at the annual interest rate of 5%~~ from ~~December 8, 2022 to December 8, 2025. As of December 31, 2024,~~ the ~~balance~~following ofcontracts ~~loan~~with ~~receivables~~third ~~was $4.85 million.~~parties:

On ~~August~~July 2914, ~~2024~~2022, Future ~~Supply~~Private ~~Chain~~Equity Fund Management (~~Xi’an~~Hainan) Co., ~~Ltd~~Limited entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future ~~Supply~~Private ~~Chain~~Equity Fund Management (~~Xi’an~~Hainan) Co., ~~Ltd~~Limited loaned an amount of $07.1404 million (~~RMB1~~RMB50 million) to the third party at the annual interest rate of 128% from ~~August~~July 2915, ~~2024~~ 2022 to ~~November~~December 3031, 2025, guaranteed by Junde Chen. To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the loan. As of ~~December~~April 3117, ~~2024~~2023, the Company has received repayment of $4.93 million (RMB35 million). As of September 30, 2025, the balance of loan receivables was $02.1411 million. The ~~loan~~amount ~~was~~of ~~repaid~~$2.11 onmillion ~~January~~(RMB15 ~~24,~~million) will be repaid ~~2025~~within 12 months.

16On 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 $4.93 million (RMB35 million) to the third party at the annual interest rate of 5% from December 8, 2023 to December 8, 2025. As of September 30, 2025, the balance of loan receivables was $4.93 million.

6.As ~~ADVANCES~~of TODecember ~~SUPPLIERS~~31, ~~AND~~2024, ~~OTHER~~the ~~CURRENT~~balance of loan receivables ~~ASSETS~~was $7.09 million, which was from the following contracts with third parties:

~~The~~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 ~~advances~~$7.02 million (RMB50 million) to ~~suppliers~~the ~~and~~third ~~other~~party at the annual interest rate ~~current~~of ~~assets~~8% ~~consisted~~from July 15, 2022 to July 14, 2025, guaranteed by Junde Chen. To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the ~~followings:~~loan. As of April 17, 2023, the Company has received repayment of $4.93 million (RMB35 million). As of December 31, 2024, the balance of loan receivables was $2.09 million. The amount of $2.09 million (RMB15 million) will be repaid within 12 months.

	June 30,		December 31,
	2025		2024
Prepayments for Supply Chain Financing/Trading	$	3,986,296	$	4,351,414
Prepaid expenses		204,081		34,867
Others		746,584		557,547
Total	$	4,936,961	$	4,943,828

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 $4.93 million (RMB35 million) to the third party at the annual interest rate of 5% from December 8, 2023 to December 8, 2025. As of December 31, 2024, the balance of loan receivables was $4.85 million.

7On August 29, 2024, Future Supply Chain (Xi’an) Co., ~~LEASES~~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 $0.14 million (RMB1 million) to the third party at the annual interest rate of 12% from August 29, 2024 to November 30, 2025. As of December 31, 2024, the balance of loan receivables was $0.14 million. The loan was repaid on January 24, 2025.

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 six months ended June 30, 2025, the operating lease cost was $0.09 million.20

~~The Company’s operating leases have remaining lease terms of approximately 19 months~~7. AsADVANCES ofTO ~~June~~SUPPLIERS ~~30,~~AND ~~2025,~~OTHER ~~the weighted average remaining lease term and weighted average discount rate~~CURRENT ~~were 1.60 years and 4.88%~~ASSETS, ~~respectively.~~NET

~~Maturities~~The amount of ~~lease~~advances ~~liabilities~~to ~~were~~suppliers asand ~~follows~~other current assets, net consisted of the following:

	Operating
	September 30,		December 31,
As of June 30,	Lease
	2025		2024
From July 1, 2025 to June 30, 2026	$	202,391
Prepayments for Supply Chain Financing/Trading	$	3,305,816	$	4,351,414
From July 1, 2026 to June 30, 2027		108,989
Prepaid expenses		336,643		34,867
Total	$	311,380
Others		864,843		557,547
Less: amounts representing interest	$	10,234
Total	$	4,507,302	$	4,943,828
Present Value of future minimum lease payments		301,146
Less: Current obligations		193,562
Long term obligations	$	107,584

~~The Company leases office space and equipment under various short-term operating leases~~8. As permitted by ASC 842, the Company has elected the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet. Short term leases cost was nil for the six months ended June 30, 2025.LEASES

8The Company’s non-cancellable operating leases consist of leases for office space. ~~PROPERTY~~The ~~AND~~Company ~~EQUIPMENT~~is the lessee under the terms of the operating leases. For the nine months ended September 30, 2025, the operating lease cost was $0.16 million.

~~Property~~The ~~and~~Company’s ~~equipment~~operating ~~consist~~leases have remaining lease terms of approximately 16 months. As of September 30, 2025, the ~~following:~~weighted average remaining lease term and weighted average discount rate were 1.37 years and 4.89%, respectively.

	June 30,			December 31,
	2025			2024
Office equipment, fixtures and furniture	$	50,823		$	50,866
Vehicle		386,456			384,854
Building		62,598			62,339
Subtotal		499,877			498,059
Less: accumulated depreciation and amortization		(310,784	)		(258,767	)
Construction in progress		2,235,674			2,226,408
Impairment		(1,064	)		(1,059	)
Total	$	2,423,703		$	2,464,641

Maturities of lease liabilities were as follows:

	Operating
As of September 30,	Lease
From October 1, 2025 to September 30, 2026	$	193,245
From October 1, 2026 to September 30, 2027		68,248
Total	$	261,493
Less: amounts representing interest	$	7,189
Present Value of future minimum lease payments		254,304
Less: Current obligations		186,689
Long term obligations	$	67,615

~~Depreciation~~The ~~expense~~Company ~~included~~leases inoffice ~~general~~space and ~~administration~~equipment ~~expenses~~under ~~for~~various ~~the~~short-term ~~six~~operating ~~months~~leases. ~~ended~~As ~~June~~permitted 30by ASC 842, ~~2025~~the ~~and~~Company ~~2024~~has ~~was~~elected ~~$50,971~~the ~~and~~practical ~~$60~~expedient for short-term leases,~~300,~~ whereby ~~respectively.~~lease ~~Depreciation~~assets ~~expense~~and ~~included~~lease inliabilities ~~cost of~~are ~~sales~~not ~~for~~recognized on the ~~six~~balance ~~months~~sheet. ~~ended~~Short ~~June~~term ~~30,~~leases ~~2025~~cost ~~and~~was ~~2024~~nil ~~was~~for $0the ~~and~~nine $0months ended September 30, ~~respectively~~2025.

~~9. INTANGIBLE ASSETS~~21

~~Intangible~~9. ~~assets~~PROPERTY ~~consist~~AND ofEQUIPMENT, ~~the following:~~NET

	June 30,			December 31,
	2025			2024
Trading rights of license plates	$	127,392		$	128,824
System and software		627,489			628,131
Subtotal		754,881			756,955
Less: accumulated depreciation and amortization		(252,008	)		(224,133	)
Total	$	502,873		$	532,822

Property and equipment, net consist of the following:

Amortization expense included in general and administration expenses for the six months ended June 30, 2025 and 2024 was $28,518 and $28,518, respectively. Amortization expense included in cost of sales for the six months ended June 30, 2025 and 2024 was $0 and $0, respectively.

	September 30,			December 31,
	2025			2024

Office equipment, fixtures and furniture	$	51,222		$	50,866
Vehicle		389,344			384,854
Leasehold improvements		63,066			62,339
Subtotal		503,632			498,059
Less: accumulated depreciation		(339,519	)		(258,767	)
Construction in progress		2,252,384			2,226,408
Impairment		(1,072	)		(1,059	)
Total	$	2,415,425		$	2,464,641

~~The~~Depreciation ~~estimated~~expense ~~amortization~~included isin asgeneral ~~follows:~~and administration expenses for the nine months ended September 30, 2025 and 2024 was $ 77,292 and $60,300, respectively.

As of June 30,	Estimated amortization expense
From July 1, 2025 to June 30, 2026	$	57,035
From July 1, 2026 to June 30, 2027		57,035
From July 1, 2027 to June 30, 2028		57,035
From July 1, 2028 to June 30, 2029		57,035
From July 1, 2029 to June 30, 2030		57,035
Thereafter		90,306
Total	$	375,481

10. INTANGIBLE ASSETS, NET

~~Type~~Intangible ~~1 and Type 2 licenses by Hong Kong Securities and Futures Commission have no expiration date and do not require amortization~~assets, ~~amount~~net ~~was~~consist ~~$128,560~~of ~~and~~the ~~$128,824.~~following:

10. ACCOUNT PAYABLES

	September 30,			December 31,
	2025			2024

Trading rights of license plates	$	128,489		$	128,824
System and software		627,983			628,131
Subtotal		756,472			756,955
Less: accumulated amortization		(266,759	)		(224,133	)
Total	$	489,712		$	532,822

~~The~~Amortization ~~amount~~expense ofincluded ~~account~~in ~~payables~~general ~~were~~and ~~consisted~~administration ofexpenses for the ~~followings:~~nine months ended September 30, 2025 and 2024 was $42,776 and $42,776, respectively.

	June 30,		December 31,
	2025		2024
Trading Commission and Consulting service payment	$	3,952,354	$	1,872,298
Fast-Moving Consumer Goods payment		549,013		-
Supply Chain Financing/Trading payment		-		347,003
Total	$	4,501,367	$	2,219,301

18The estimated future amortization is as follows:

11. ACCRUED EXPENSES AND OTHER PAYABLES

As of September 30,	Estimated amortization expense
From October 1, 2025 to September 30, 2026	$	57,035
From October 1, 2026 to September 30, 2027		57,035
From October 1, 2027 to September 30, 2028		57,035
From October 1, 2028 to September 30, 2029		57,035
From October 1, 2029 to September 30, 2030		57,035
Thereafter		76,047
Total	$	361,222

~~The~~Type ~~amount~~1 ofand ~~accrued~~Type ~~expenses~~2 ~~and~~licenses ~~other~~by ~~payables~~Hong Kong Securities ~~consisted~~and ofFutures Commission have no expiration date and do not require amortization, the ~~followings:~~amount was $128,560 and $128,824.

	June 30,		December 31,
	2025		2024
Legal fee and other professionals	$	2,275,859	$	64,488
Wages and employee reimbursement		583,785		228,722
Provision for legal case		-		8,625,308
Accruals		833,470		718,170
Total	$	3,693,114	$	9,636,688

11. ACCOUNT PAYABLES

InThe ~~January~~amount ~~2021, FT Global Capital, Inc. (“FT Global”), a former placement agent~~ of ~~the~~account ~~Company~~payables ~~filed~~consisted ~~a lawsuit against the Company in the Superior Court~~ of ~~Fulton County, Georgia. FT Global served~~ the ~~complaint upon the Company in January 2021. In the complaint, FT Global alleges claims, most of which attempt to~~ hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months. FT Global claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent agreement. On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding FT Global $10,598,380. On June 17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which the company is required to pay FT Global an aggregate amount of $4.0 million over an 18-month period. For the fiscal year ended December 31, 2024, and the six-month period ended June 30, 2025, the Company paid $1.97 million and $525,000, respectively, towards the accrued expenses and other payables.following:

12. CONVERTIBLE NOTES PAYABLE

	September 30,		December 31,
	2025		2024

Trading Commission and Consulting service payment	$	3,481,375	$	1,872,298
Fast-Moving Consumer Goods payment		94,076		-
Supply Chain Financing/Trading payment		-		347,003
Total	$	3,575,451	$	2,219,301

~~The~~12. ~~amount~~ACCRUED ofEXPENSES ~~convertible~~AND ~~notes~~OTHER ~~payable consisted of the followings:~~PAYABLES

	June 30,			December 31,
	2025			2024
Beginning	$	553,086		$	1,100,723
Addition		-			-
Interest expenses		13,650			77,363
Payment		-			-
Conversion		(140,658	)		(625,000	)
Balance	$	426,078		$	553,086

The amount of accrued expenses and other payables consisted of the following:

On December 27, 2023, the Company issued a coverable promissory note with principal amount of $1.10 million. Floor Price was $2.272 per share of Common Stock. The Note was unsecured. On the date thereof, Company shall reserve 500,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note (the “Share Reserve”). Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares were 237,543 shares, amount $62,500, at a price of $2.631 per share in 2024. Lender redemption conversion shares were 61,205 shares, amount $140,658, at a price of $2.276 per share in 2025.

	September 30,		December 31,
	2025		2024

Legal fee and other professionals	$	1,819,347	$	64,488
Wages and employee reimbursement		51,791		228,722
Provision for legal case		-		8,625,308
Accruals		899,646		718,170
Others		1,445		-
Total	$	2,772,229	$	9,636,688

1923

13In January 2021, FT Global Capital, Inc. ~~RELATED~~(“FT Global”), ~~PARTY~~a ~~TRANSACTION~~ former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia. FT Global served the complaint upon the Company in January 2021. In the complaint, FT Global alleges claims, most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months. FT Global claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent agreement. On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding FT Global $10,598,380. On June 17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which the company is required to pay FT Global an aggregate amount of $4.0 million over an 18-month period. For the fiscal year ended December 31, 2024, and the nine-month period ended September 30, 2025, the Company paid $1.97 million and $0.98 million, respectively, towards the accrued expenses and other payables.

As13. ofCONVERTIBLE ~~June~~NOTES ~~30, 2025, the amounts due from the related parties were consisted of the followings:~~PAYABLE

Name	Amount (US$)		Relationship	Note
Hu Li		20,000	Chief Executive Officer of the Company	Prepaid expenses, interest free and payment on demand.
Kai Li		3,772	Corporate legal representative of a subsidiary of the Company	Prepaid expenses, interest free and payment on demand.
Ting Ouyang		550	Chief Financial Officer of the Company	Prepaid expenses, interest free and payment on demand.
Total	$	24,322

The amount of convertible notes payable consisted of the following:

As of December 31, 2024, the amount due to the related parties was consisted of the followings:

	September 30,			December 31,
	2025			2024

Beginning	$	553,086		$	1,100,723
Addition		1,679,198			-
Interest expenses		33,475			77,363
Payment		-			-
Conversion		(589,418	)		(625,000	)
Balance	$	1,676,341		$	553,086

Name	Amount		Relationship	Note
Ting Alina Oyang		8,871	Chief Financial Officer of the Company	Accrued expenses, interest free and payment on demand.
Total	$	8,871

Convertible notes payable I

AsOn of December 3127, ~~2024~~2023, the Company issued a convertible promissory note with a principal amount ~~due~~of $1.10 million. Floor Price was $2.272 per share of Common Stock. The Note was unsecured. On the date thereof, the Company shall reserve 500,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note (the “Share Reserve”). Lender elected to redeem a portion of the Note in redemption conversion ~~related~~shares. ~~parties~~Lender ~~was~~redemption ~~consisted~~conversion shares were 237,543 shares, amount $625,000, at a price of $2.631 per share in 2024. Lender redemption conversion shares were 61,205 shares, amount $140,658, at a price of $2.298 per share and 197,541 shares, amount of $448,759, at a price of $2.272 per share in January and September 2025, respectively. As of September 30, 2025, the ~~followings:~~balance of this convertible notes payable was $nil.

Name	Amount		Relationship	Note
Hu Li	$	20,000	Chief Executive Officer of the Company	Loan receivables*, interest free and payment on demand.
Total	$	20,000

*Convertible ~~The~~notes ~~related~~payable ~~party transactions have been approved by the Company’s Audit Committee.~~II

14On July 28, 2025(“Beginning Date”), the Company entered into a Convertible notes Agreement (“Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor desires to purchase from the Company one or more pre-paid purchases (each a “Pre-Paid Purchase” and together the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $10,000,000 for the purchase of the Company’s common stock. ~~INCOME~~The ~~TAX~~Agreement will end on the earlier of (i) the date that is two years from the Beginning Date, (ii) the date Company has sold $10,000,000.00 in Pre-Paid Purchases hereunder; and (iii) termination of this Agreement (the “Commitment period”). On September 15, 2025, the Company issued 60,000 of the Company’s Common Stock to the Investor as a commitment fee (the “Commitment Shares”). All Pre-Paid Purchases will have a 8% original issue discount (“OID”), and will bear an interest rate of 8% per annum.

~~The~~ On July ~~Company~~28, is2025, ~~incorporated in~~ the ~~United~~Company ~~States of~~received ~~America~~its ~~and~~first isfunding ~~subject~~of to$800,000 ~~United~~as ~~States~~the ~~federal~~Initial ~~taxation.~~Pre-Paid ~~The~~Purchase, ~~applicable~~which ~~tax rate~~ is ~~21%~~calculated infrom ~~2025~~an ~~and 2024. No provisions for income~~original ~~taxes~~amount ~~have~~of ~~been made~~$884,000, asminus ~~the~~a ~~Company~~$64,000 ~~had~~OID noand ~~U.S.~~minus ~~taxable~~$20,000 ~~income~~that ~~for~~covers the ~~six~~Investor’s ~~months~~legal, ~~ended June 30~~accounting, ~~2025~~ and ~~2024.~~other ~~For~~related ~~the six months ended~~costs ~~June~~under ~~30, 2025 and 2024,~~ the ~~Company~~purchase ~~had current income tax expenses of nil, respectively~~agreement.

~~The~~On ~~Company~~September ~~evaluates~~22, 2025, the ~~level~~Company ofreceived ~~authority for~~its ~~each~~second ~~uncertain~~funding ~~tax position (including the potential application~~ of ~~interest~~$1,000,000 ~~and~~from ~~penalties) based on~~ the ~~technical merits~~Investor, ~~and~~which ~~measures the~~is ~~unrecognized~~calculated ~~benefits~~from ~~associated~~an ~~with~~original ~~the~~amount ~~tax~~of ~~positions. For the years ended June 30~~$1, ~~2025~~080,000, ~~the~~minus ~~Company~~a ~~had no unrecognized tax benefits. Due to uncertainties surrounding future utilization~~$80,000 ~~the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries~~OID.

~~The~~Concurrently, ~~amount~~on ofSeptember ~~unrecognized~~22, ~~deferred~~2025, ~~tax~~the ~~liabilities~~Company ~~for~~has ~~temporary~~issued ~~differences~~1,445,000 ~~related~~Common Stock (the “Pre-Delivery Shares”) according to the ~~dividend~~agreement ~~from~~to ~~foreign~~the ~~subsidiaries~~Investor at par value $0.001 per share. The Investor is not ~~determined~~permitted ~~because~~to sell, assign, transfer, pledge, encumber, hypothecate or otherwise dispose of (“transfer”) such ~~determination~~Pre-Delivery isShares. ~~not~~However, ~~practical~~during the period beginning on any day in which Investor delivers a Purchase Notice to Company and ending on the date of delivery of the Purchase Shares by Company covered by such Purchase Notice, Investor may transfer a number of Pre-Delivery Shares up to the number of Purchase Shares covered by the applicable Purchase Notice. The Purchase Price will be 82% multiplied by the lowest daily volume-weighted average price during the ten trading days immediately preceding a conversion. Following the end of the Commitment Period and the repayment of all outstanding Pre-Paid Purchases, Investor will deliver to Company a number of shares of common stock equal to the number of Pre-Delivery Shares issued within 20 trading days, and the Company will pay Investor $0.001 for each share.

The Company ~~has~~assessed ~~not~~the ~~provided~~convertible ~~deferred~~note ~~taxes~~payable II onunder ~~undistributed~~ASC ~~earnings~~815, identifying there is embedded conversion features and concluded that the conversion feature satisfied the requirement ~~attributable~~of “fixed-to-fixed” ~~its~~criterion ~~PRC~~and ~~subsidiaries~~is asconsidered ~~they~~indexed ~~are~~ to bethe ~~permanently~~Company’s ~~reinvested~~own stock. Therefore, the conversion feature eligible for a scope exception from derivative accounting in accordance with ASC815-10-15-74 and the Company would not bifurcate the conversion feature, and accounts for the convertible note payable II as a liability in its entirety.

The Company ~~has~~recognized ~~not~~the ~~provided~~issuance ~~deferred~~costs ~~taxes on~~and ~~undistributed~~the ~~earnings~~discount ~~attributable~~of toconvertible ~~its~~note ~~PRC~~payable ~~and~~II ~~Hong~~of ~~Kong~~$304,400 as ~~subsidiaries~~a direct deduction from the face amount of the Convertible Loan II in accordance with ASC835-30-45-1A. The debt issuance cost was amortized as ~~they~~amortization ~~are~~of todebt beissuance ~~permanently~~costs ~~reinvested~~using the effective interest method, over the Commitment period of the convertible note payable II.

20As of September 30, 2025, the Company has received an aggregate of $1,800,000 from the Investor out of the total $10,000,000 committed amount, the balance of convertible notes payable II was $1,676,341, with a carrying value of $1,964,000, net of deferred financing costs of $287,659 was recorded in the unaudited condensed consolidated balance sheets. The amortization of debt issuance costs was $2,925 for the nine months ended September 30, 2025.

~~The~~As ~~Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions~~ of ~~ASC~~September ~~Topic~~30, ~~740~~2025, ~~Income Taxes. Since~~ the Company ~~intends~~ toissued ~~reinvest~~a total ~~its~~of ~~earnings to further expand its businesses in mainland China~~1,505,000 ~~its~~Common ~~PRC~~Stock ~~subsidiaries do not intend~~ to ~~declare dividends to their immediate foreign holding companies in~~ the ~~foreseeable~~Investor, ~~future.~~including ~~Accordingly~~60,000 ~~the~~Common ~~Company~~Stock ~~has~~as ~~not~~Commitment ~~recorded~~Shares ~~any~~and ~~deferred~~1,445,000 ~~taxes~~Common ~~in relation~~Stock toas ~~US tax on~~ the Pre-Delivery ~~cumulative amount of undistributed retained earnings since January 1, 2008~~Shares.

~~Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of~~ 25% on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions. The tax rate for pre-tax profits below RMB 1 million is 2.5%; the tax rate for pre-tax profits between RMB1 million to RMB 3 million is 10%. E-Commerce Tianjin, Future Supply (Chengdu) Co., Ltd. and Future Big Data (Chengdu) Co., Ltd. were subject to an enterprise income tax rate of 2.5% and 10%. Other subsidiaries and VIE were subject to an enterprise income tax rate of 25%.

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 laws14. ~~The~~RELATED ~~applicable~~PARTY ~~tax rate is 16.5% in Hong Kong.~~TRANSACTION

~~Reconciliation~~As of ~~the~~September ~~differences~~30, ~~between~~2025, the ~~statutory~~amounts ~~EIT~~due ~~rate applicable~~from ~~to profits of~~ the ~~consolidated~~related ~~entities~~parties ~~and~~were ~~the~~consisted ~~income tax expenses~~ of the ~~Company~~following:

	June 30, 2025			June 30, 2024
Name	Amount (US$)			Relationship		Note
Loss before taxation	$	(29,093,624	)	$	(4,150,649	)
Kai Li	$	31,807		Corporate legal representative of a subsidiary of the Company		Prepaid expenses, interest free and payment on demand.
PRC statutory tax rate		25	%		25	%
Chao Li		2,533		Corporate legal representative of a subsidiary of the Company		Prepaid expenses, interest free and payment on demand.
Computed expected benefits		(7,273,406	)		(1,037,662	)
Total	$	34,340
Others, primarily the differences in tax rates		(1,076,679	)		(103,042	)
Deferred tax assets losses not recognized		8,350,085			1,140,704
Total	$	-		$	-

~~15.~~As ~~SHARE~~of ~~BASED~~September ~~COMPENSATION~~30, 2025, the amounts due to the related parties were consisted of the following:

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, par value $0.001, pursuant to the Company’s 2024 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”). As the closing price of the Company stock was $2.17 on March 10, 2025, the Company recorded an expense of $1.09 million in the first quarter of fiscal year 2025. As of March 10，2025, the Shares have been issued to the Grantees.

Name	Amount		Relationship	Note
Shanchun Huang	$	575,314	Controlling shareholder	Repayment debt on behalf of the Company and payment on demand
Total	$	575,314

OnAs ~~October 4, 2024, the Compensation Committee~~ of ~~the~~December ~~Board of Directors of the Company granted 211~~31,~~000~~ ~~shares of common stock of the Company~~2024, ~~par value $0.001, pursuant to~~ the ~~Company’s 2023~~amount ~~Omnibus~~due ~~Equity~~from ~~Plan, to certain officers and employees of~~ the ~~Company and its subsidiaries (the “Grantees”). As the closing~~ ~~price~~related ofparties ~~the Company stock~~ was ~~$3.18~~consisted ~~on October 9, 2023, the Company recorded an expense~~ of ~~$0.67 million in~~ the ~~third quarter of fiscal year 2024. As of October 9，2024, the Shares have been issued to the Grantees.~~following:

Name	Amount		Relationship	Note
Hu Li	$	20,000	Chief Executive Officer of the Company	Loan receivables*, interest free and payment on demand.
Total	$	20,000

~~16.~~* ~~COMMON~~The ~~STOCK~~related party transactions have been approved by the Company’s Audit Committee.

~~Securities~~As ~~Purchase~~of ~~Agreement~~December 31, 2024, the amount due to the related parties was consisted of the following:

On December 24, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of 421,053 units, each consisting of one share of the Company’s common stock and a warrant to purchase 1 share of the Company’s Common Stock, at a purchase price of $19 per unit, for aggregate gross proceeds to the Company of $8,000,007, before deducting fees to the placement agent and other offering expenses payable by the Company. On December 29, 2020, the Company issued Units consisting of an aggregate of 421,053 shares of the Company’s Common Stock and warrants to purchase up to an aggregate of 421,053 shares of the Company’s Common Stock at an exercise price of $21.5 per share (the “Investors’ Warrants”). The Investors’ Warrants have a term of five years and are exercisable by the holder at any time after the date of issuance. In connection with the offering, the Company also issued placement agent a warrant to purchase 42,108 shares of the Company’s Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $23.75 per share and are not exercisable until June 24, 2021. As of December 31, 2024 and June 30, 2025, outstanding warrant has 42,108 shares of the Company’s Common Stock. Warrants after 1-for -10 reverse stock split in 2025 was 4,211 shares with an exercise price of $118.75/share.

Name	Amount		Relationship	Note
Ting Alina Oyang	$	8,871	Chief Financial Officer of the Company	Accrued expenses, interest free and payment on demand.
Total	$	8,871

	Underlying		Weighted Average Exercise		Weighted Average Term
	Shares		Price		(Years)
Options outstanding at December 31, 2024		4,211	$	23.75		1.00
Granted		-		-		-
Forfeited		-		-		-
Cancelled		-		-		-
Options outstanding at June 30, 2025		4,211	$	23.75		1.00
Options exercisable at June 30, 2025		4,211	$	23.75		1.00

On January 5, 2024, the Company entered into a securities purchase agreement with certain purchasers , pursuant to which the Company sold to the purchasers in a private placement, an aggregate of 215,054 share of its common stock, par value $015.~~001~~ ~~per~~INCOME ~~share at a purchase price of $12 per share, for aggregate net proceeds to the Company of $258,064. On January 18, 2024, the Company issued 215,054 shares of common stock pursuant to this Agreement.~~TAX

~~Common~~The ~~stocks~~Company ~~issued~~is incorporated in ~~connection~~the ~~with~~United States of America and is subject to United States federal taxation. The applicable tax rate is 21% in 2025 and 2024. No provisions for income taxes have been made, as the ~~convertible~~Company ~~notes~~had no U.S. taxable income for the nine months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025 and 2024, the Company had current income tax expenses of nil, respectively.

OnThe ~~December~~Company ~~27,~~evaluates ~~2023,~~ the ~~Company~~level ~~entered~~of ~~into a~~authority ~~Securities~~for ~~Purchase~~each ~~Agreement~~uncertain ~~with~~tax position ~~Streeterville~~(including ~~Capital,~~the ~~LLC,~~potential aapplication ~~Utah~~of ~~limited~~interest ~~liability~~and ~~company~~penalties) (based on the ~~“Lender”)~~technical merits, ~~pursuant~~and measures the unrecognized tobenefits ~~which~~associated with the tax positions. For the years ended September 30, 2025, the Company ~~sold~~had ~~and~~no ~~issued~~unrecognized tax benefits. Due to uncertainties surrounding future utilization, the ~~Lender~~Company aestimates ~~Convertible~~there ~~Promissory~~will ~~Note~~not ~~(the~~be ~~“Note”)~~sufficient infuture income to realize the ~~principal~~deferred tax ~~amount~~assets offor ~~$1,100,000~~certain subsidiaries.

OnThe ~~July~~amount 3,of ~~2024,~~unrecognized ~~that~~deferred ~~Lender~~tax ~~elects~~liabilities for totemporary ~~redeem a~~differences ~~portion~~related ofto the ~~Note~~dividend infrom ~~redemption~~foreign ~~conversion~~subsidiaries ~~shares.~~is ~~Lender~~not ~~redemption~~determined ~~conversion~~because ~~shares~~such ~~13,665,~~determination ~~amount~~is ~~$50,000,~~not ~~at a price of $3~~practical.~~659 per share.~~

OnThe ~~July~~Company ~~18,~~has ~~2024,~~not ~~that~~provided ~~Lender~~deferred ~~elects~~taxes toon ~~redeem~~undistributed earnings aattributable ~~portion~~to ofits ~~the~~PRC ~~Note~~subsidiaries inas ~~redemption~~they ~~conversion~~are ~~shares.~~to ~~Lender~~be ~~redemption~~permanently ~~conversion shares 21,714, amount $75,000, at a price of $3~~reinvested.~~454 per share.~~

OnThe ~~August~~Company ~~26,~~has ~~2024,~~not ~~that~~provided ~~Lender~~deferred ~~elects~~taxes ~~to redeem~~on aundistributed ~~portion~~earnings ofattributable ~~the~~to ~~Note~~its inPRC ~~redemption~~and ~~conversion~~Hong ~~shares.~~Kong ~~Lender~~subsidiaries ~~redemption~~as ~~conversion~~they ~~shares~~are ~~40,833,~~to ~~amount~~be ~~$100,000,~~permanently ~~at a price of $2~~reinvested.~~449 per share.~~

OnThe ~~October~~Company 24had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, ~~2024~~Income Taxes. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, ~~that~~its ~~Lender~~PRC ~~elects~~subsidiaries do not intend to ~~redeem~~declare dividends ato ~~portion~~their ofimmediate ~~the~~foreign ~~Note~~holding companies in ~~redemption~~the ~~conversion~~foreseeable ~~shares~~future. ~~Lender~~Accordingly, ~~redemption~~the ~~conversion~~Company ~~shares~~has ~~39,063,~~not ~~amount~~recorded ~~$100,000,~~any atdeferred ataxes ~~price~~in relation to US tax on the cumulative amount of ~~$2.56 per~~undistributed ~~share~~retained earnings since January 1, 2008.

22Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions. The tax rate for pre-tax profits below RMB 1 million is 2.5%; the tax rate for pre-tax profits between RMB1 million to RMB 3 million is 10%. E-Commerce Tianjin, Future Supply (Chengdu) Co., Ltd. and Future Big Data (Chengdu) Co., Ltd. were subject to an enterprise income tax rate of 2.5% and 10%. Other subsidiaries and VIE were subject to an enterprise income tax rate of 25%.

OnFuture ~~November~~FinTech ~~11,~~(Hong ~~2024,~~Kong) ~~that~~Limited ~~Lender~~is ~~elects~~incorporated in Hong Kong and is subject to ~~redeem a~~Hong ~~portion~~Kong ofProfits Tax on the ~~Note~~taxable income as reported in ~~redemption~~its ~~conversion~~statutory ~~shares.~~financial ~~Lender~~statements ~~redemption~~adjusted in ~~conversion~~accordance ~~shares~~with ~~39,063,~~relevant ~~amount~~Hong ~~$100,000,~~Kong attax alaws. ~~price~~The ofapplicable $2tax rate is 16.~~56 per~~5% ~~share~~in Hong Kong.

~~On November 14, 2024, that Lender elects to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 39,386, amount $100,000, at a price of $2.539 per share.~~27

OnReconciliation ~~December~~of ~~18,~~the ~~2024,~~differences ~~that~~between ~~Lender~~the ~~elects~~statutory toEIT ~~redeem~~rate applicable ato ~~portion~~profits of the ~~Note~~consolidated inentities ~~redemption~~and ~~conversion~~the ~~shares.~~income ~~Lender~~tax ~~redemption~~expenses ~~conversion shares 43,821, amount $100,000, at a price~~ of ~~$2.282 per~~the ~~share.~~Company:

On January 7, 2025, that Lender elects to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 42,882, amount $100,000, at a price of $2.332 per share.

	September 30, 2025			September 30, 2024

Loss before taxation	$	(31,058,936	)	$	(8,367,411	)
PRC statutory tax rate		25	%		25	%
Computed expected benefits		(7,764,734	)		(2,091,853	)
Others, primarily the differences in tax rates		(1,212,984	)		(649,863	)
Deferred tax assets losses not recognized		8,977,718			2,741,716
Total	$	-		$	-

~~On January 24, 2025, that Lender elects to redeem a portion of the Note in redemption conversion shares~~16. ~~Lender~~SHARE ~~redemption~~BASED ~~conversion shares 18,323, amount $40,658, at a price of $2.219 per share.~~COMPENSATION

On March 2710, 2025, the Compensation Committee of the Board of Directors of the Company ~~effected~~granted a500,000 ~~1-for-10 reverse~~shares ~~stock~~of ~~split~~common stock of the Company, par value $0.001, pursuant to the Company’s 2024 ~~issued~~Omnibus ~~shares~~Equity Plan, to certain officers and employees of the Company and its ~~authorized~~subsidiaries ~~shares~~(the “Grantees”). As the closing price of ~~common~~the Company stock ~~from~~was ~~60,000,000~~$2.17 ~~shares~~on toMarch 610,~~000~~ 2025,~~000 shares~~ the Company recorded an expense of $1.~~The~~09 ~~share~~million ~~numbers~~in ~~and~~the ~~prices~~first ~~are~~quarter ~~post-reverse~~of ~~stock~~fiscal year ~~split~~2025. ~~effected~~As onof ~~April~~March 110, 2025, the Shares have been issued to the Grantees.

17On October 4, 2024, the Compensation Committee of the Board of Directors of the Company granted 211,000 shares of common stock of the Company, par value $0.001, ~~STATUTORY~~pursuant ~~RESERVES~~to ~~AND~~the ~~RESTRICTED~~Company’s 2023 ~~NET~~Omnibus ~~ASSETS~~Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”). As the closing price of the Company stock was $3.18 on October 9, 2023, the Company recorded an expense of $0.67 million in the third quarter of fiscal year 2024. As of October 9, 2024, the Shares have been issued to the Grantees.

PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50% of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. The restriction amounted to $23.98 million (RMB176,096,482) as of June 30, 2025. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.28

1817. ~~DISCONTINUED~~COMMON ~~OPERATIONS~~STOCK

OnSecurities ~~March~~Purchase ~~7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered.~~Agreement

On ~~September~~December 424, ~~2024~~2020, ~~Tianjin~~the ~~Future~~Company ~~Private~~entered ~~Equity~~into ~~Fund~~a ~~Management~~securities ~~Partnership~~purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of 421,053 units, each consisting of one share of the Company’s common stock and a warrant to purchase 1 share of the Company’s Common Stock, at a purchase price of $19 per unit, for aggregate gross proceeds to the Company of $8,000,007, before deducting fees to the placement agent and other offering expenses payable by the Company. On December 29, 2020, the Company issued Units consisting of an aggregate of 421,053 shares of the Company’s Common Stock and warrants to purchase up to an aggregate of 421,053 shares of the Company’s Common Stock at an exercise price of $21.5 per share (~~Ltd~~the ~~Partnership~~“Investors’ Warrants”). ~~was~~The ~~dissolved~~Investors’ Warrants have a term of five years and ~~deregistered~~are exercisable by the holder at any time after the date of issuance. ~~The~~In ~~loss~~connection with the offering, the Company also issued placement agent a warrant to purchase 42,108 shares of the Company’s Common Stock (the “Placement Agent Warrant”) on ~~disposal~~substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $23.75 per share and is not exercisable until June 24, 2021. As of December 31, 2024 and September 30, 2025, outstanding warrant has 42,108 shares of the Company’s Common Stock. Warrants after 1-for -10 reverse stock split in 2025 was 4,211 shares with an exercise price of $22118.4675 per share.

On October 18, 2024, Nice Talent Asset Management Limited (“NTAM”) was disposed of for a consideration of $ 0.31 million (HK$2.40 million). The loss on disposal was $2.32 million.

	Underlying		Weighted Average Exercise		Weighted Average Term
	Shares		Price		(Years)
Options outstanding at December 31, 2024		4,211	$	23.75		1.00
Granted		-		-		-
Forfeited		-		-		-
Cancelled		-		-		-
Options outstanding at September 30, 2025		4,211	$	23.75		1.00
Options exercisable at September 30, 2025		4,211	$	23.75		1.00

On ~~December~~January 65, 2024, ~~FTFT~~the ~~Super~~Company ~~Computing~~entered ~~Inc. was~~into ~~disposed of for~~ a securities ~~consideration~~purchase ofagreement ~~US$1.97~~with ~~million~~certain purchasers, ofpursuant to which ~~(i)~~ the ~~assumption~~Company ofsold to the ~~obligations~~purchasers ofin ~~FTFT~~a ~~Super~~private ~~Computing~~placement, ~~totaling~~an ~~$973,072.24~~aggregate ~~and~~of ~~(ii) $1~~215,~~000,000~~054 ~~was~~shares ~~paid~~of toits ancommon ~~account~~stock, atpar ~~Olshan~~value ~~Frome~~$0.001 ~~Wolosky~~per ~~LLP~~share toat ~~satisfy,~~a inpurchase ~~part,~~price ~~the right~~ of ~~payment~~$12 ~~held~~per ~~by FT Global Capital~~share, ~~Inc.~~for ~~arising~~aggregate ~~from~~net proceeds to the ~~judgment~~Company ~~entered in favor~~ of FT$258,064. ~~Global~~On ~~and~~January ~~against~~18, 2024, the Company ~~registered~~issued in215,054 ~~the~~shares ~~Southern District~~ of ~~New~~common ~~York.~~stock ~~The~~pursuant ~~gain~~to onthis ~~disposal was $3~~Agreement.~~42 million.~~

OnCommon ~~February~~stocks 3,issued ~~2025,~~in ~~FTFT~~connection UKwith ~~LIMITED,~~the ~~FTFT~~convertible Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$25,000 after a court auction sale. The gain of disposal was $28.24 million.notes

23On December 27, 2023, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $1,100,000.

~~Loss from discontinued operations for the six months ended June 30, 2025 and 2024 was as follows:~~29

	For the three months ended June 30,					For the six months ended June 30,
	2025		2024			2025		2024
REVENUES	$	-	$	3,933,899		$	-	$	8,377,677
COST OF SALES		-		2,597,596			-		5,365,196
GROSS PROFIT		-		1,336,303			-		3,012,481
OPERATING EXPENSES:
General and administrative		-		1,963,481			-		4,194,238
Research and development expenses		-		1,729			-		2,374
Selling expenses		-		284			-		284
Bad debt provision				40,911					116,266
Total		-		2,006,405			-		4,313,162
OTHER INCOME (EXPENSE)
Interest income		-		15,273			-		29,207
Interest expense		-		-			-		(716	)
Other expense		-		(335,018	)		-		(345,933	)
Total		-		(319,745	)		-		(316,742	)
Loss from discontinued operations before income tax		-		(989,847	)		-		(1,617,423	)
Income tax provision		-		-			-		-
Loss from discontinued operation before noncontrolling interest	$	-	$	-		$	-	$	-
Gain on disposal of discontinued operations		-		-			28,238,122		645,437
Less: net income (loss) attributable to non-controlling interests		-		(38,033	)		1,866,066		(34,454	)
INCOME (LOSS) FROM DISCONTINUED OPERATION	$	-	$	(951,814	)	$	26,372,056	$	(937,532	)

On July 3, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 13,665, amount $50,000, at a price of $3.659 per share.

~~The~~On ~~major~~July ~~components~~18, of2024, ~~assets~~that ~~and~~Lender ~~liabilities related~~elected to ~~discontinued~~redeem a ~~operations~~portion ~~are~~of ~~summarized~~the ~~below:~~Note in redemption conversion shares. Lender redemption conversion shares 21,714, amount $75,000, at a price of $3.454 per share.

	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	-	$	76,876
Other receivables		-		200,269
Advances to suppliers and other current assets		-		30,449
Property, plant and equipment, net		-		134,553
Right of use assets - operation lease		-		154,810
Total assets related to discontinued operations	$	-	$	596,957
Accrued expenses and other payables	$	-	$	301,807
Amount due to related Party		-		29,036
Lease liability - operation lease		-		154,810
Total liabilities related to discontinued operations	$	-	$	485,653

On August 26, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 40,833, amount $100,000, at a price of $2.449 per share.

On October 24, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 39,063, amount $100,000, at a price of $2.56 per share.

19On November 11, 2024, that Lender elected to redeem a portion of the Note in redemption conversion shares. ~~SEGMENT~~Lender ~~REPORTING~~redemption conversion shares 39,063, amount $100,000, at a price of $2.56 per share.

InOn ~~its~~November ~~operation of the business~~14, ~~management~~2024, ~~including~~ ~~the~~that ~~Company’s~~Lender ~~chief~~elected ~~operating~~to ~~decision maker, who is the Company’s Chief Executive Officer, reviews certain financial~~redeem ~~information, including segmented internal profit and loss statements prepared on~~ a ~~basis~~portion ~~consistent~~of ~~with~~the ~~GAAP.~~Note ~~The Company operates~~ in ~~three~~ ~~segments~~redemption ~~starting~~conversion ~~in fiscal 2021: “supply chain financing service and trading business” and “others”~~shares. ~~As described~~Lender inredemption ~~Note~~conversion ~~17.~~shares ~~DISCONTINUED OPERATIONS~~39, ~~certain subsidiaries were sold~~386, ~~dissolved~~amount ~~or deregistered~~$100, ~~resulting in material changes to the Company’s business operations. Consequently~~000, ~~the~~ ~~Company~~at ~~has~~a ~~reorganized~~price ~~its~~of ~~operations into the following three reportable segments: (1) Fast-Moving Consumer Goods (FMCG), (~~$2~~) Trading Commission and Consulting service and (3) supply chain financing service~~.539 ~~and~~per ~~trading business~~share.

~~The~~On ~~Company~~December ~~began~~18, to2024, ~~provide~~that ~~supply~~Lender ~~chain~~elected ~~financing~~to redeem ~~services~~a ~~during~~portion ~~the second quarter~~ of ~~2021.~~the ~~The~~Note ~~Company~~in ~~began~~redemption toconversion ~~provide sand and steel supply chain financing services during the first quarter of 2023~~shares. ~~The~~Lender ~~Company~~redemption ~~began~~conversion toshares ~~provide~~43,821, ~~brokerage~~amount ~~services~~$100,000, inat ~~October~~a ~~2023.~~price ~~During the first quarter~~ of ~~fiscal year 2025, the Company~~$2.282 ~~commenced~~per ~~operations in the Fast-Moving Consumer Goods (FMCG) sector~~share.

~~Some~~On ofJanuary ~~the~~7, ~~Company’s~~2025, ~~operation~~that ~~might~~Lender ~~not individually~~elected ~~meet~~to ~~the quantitative thresholds for determining reportable segments and the Company determines the reportable segments based~~redeem ona ~~the~~portion ~~discrete~~of ~~financial information provided to~~ the ~~chief~~Note ~~operating decision maker. The chief operating decision maker evaluates the results of each segment~~ in ~~assessing~~redemption ~~performance~~conversion ~~and allocating resources among the segments~~shares. ~~Since~~Lender ~~there~~redemption isconversion anshares ~~overlap of services and products between different subsidiaries of the Company~~42,882, ~~the~~amount ~~Company does not allocate operating expenses and assets based on the product segments. Therefore~~$100,000, ~~operating~~at ~~expenses~~a ~~and~~price ~~asset~~of ~~information by segment are not presented~~$2. ~~Segment profit represents the gross profit~~332 ofper ~~each reportable segment~~share.

~~Three~~On ~~months~~January ~~ended~~24, ~~June~~2025, 30that Lender elected to redeem a portion of the Note in redemption conversion shares. Lender redemption conversion shares 18,323, ~~2025~~amount $40,658, at a price of $2.219 per share.

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	387,684	$	217,598	$	-	$	605,282
Inter-segment loss		-		-		-		-
Revenue from external customers		387,684		217,598		-		605,282
Segment gross profit	$	10,327	$	176,445	$	-	$	186,772

On March 27, 2025, the Company effected a 1-for-10 reverse stock split of the Company’s issued shares and its authorized shares of common stock from 60,000,000 shares to 6,000,000 shares. The share numbers and prices are post-reverse stock split effected on April 1, 2025.

~~Three~~On ~~months~~September ~~ended~~10 ~~June~~and 3011, ~~2024~~ 2025, that Lender elected to redeem the entire balance of the Note through the issuance of 197,541 redemption conversion shares, at a price of $2.272 per share, for a total redemption amount of $448,759.

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	-	$	204,315	$	64,674	$	268,989
Inter-segment loss		-		-		-		-
Revenue from external customers		-		204,315		64,674		268,989
Segment gross profit	$	-	$	195,792	$	62,029	$	257,821

2518. STATUTORY RESERVES AND RESTRICTED NET ASSETS

~~Six~~PRC ~~months~~laws ~~ended~~and ~~June~~regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50% of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. The restriction amounted to $25.36 million (RMB176.10 million) as of September 30, 2025. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	864,135	$	292,783	$	1,341	$	1,158,259
Inter-segment loss		-		-		-		-
Revenue from external customers		864,135		292,783		1,341		1,158,259
Segment gross profit	$	19,185	$	244,864	$	1,341	$	265,390

19. DISCONTINUED OPERATIONS

~~Six~~On ~~months~~March ~~ended~~7, ~~June~~2024, 30Chain Cloud Mall Network and Technology (Tianjin) Co., ~~2024~~Limited was dissolved and deregistered.

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	-	$	441,740	$	506,438	$	948,178
Inter-segment loss		-		-		-		-
Revenue from external customers		-		441,740		506,438		948,178
Segment gross profit	$	-	$	426,813	$	106,102	$	532,915

On September 4, 2024, Tianjin Future Private Equity Fund Management Partnership (Ltd Partnership) was dissolved and deregistered. The loss on disposal was $22.46.

~~Income~~On October 18, 2024, Nice Talent Asset Management Limited (~~loss~~“NTAM”) ~~before~~was ~~Income~~disposed ~~Tax:~~of for a consideration of $ 0.31 million (HK$2.40 million). The loss on disposal was $2.32 million.

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Supply Chain Financing/Trading	$	319		$	(184,097	)	$	(52	)	$	22,219
Fast-Moving Consumer Goods		98,358			-			(33,307	)		-
Trading Commission and Consulting service		326,381			821,259			1,364,054			1,465,221
Corporate and Unallocated		(2,090,066	)		429,818			28,028,319			3,196,224
Total operating expenses and other expenses		(1,665,008	)		1,066,980			29,359,014			4,683,564
Income (loss) before income tax	$	1,851,780		$	(809,159	)	$	(29,093,624	)	$	(4,150,649	)

On December 6, 2024, FTFT Super Computing Inc. was disposed of for a consideration of US$1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling $973,072.24 and (ii) $1,000,000 was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York. The gain on disposal was $3.42 million.

~~Segment~~On ~~assets:~~February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP, LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$25,000 after a court auction sale. The gain on disposal was $28.24 million.

	June 30, 2025		December 31, 2024
Supply Chain Financing/Trading	$	1,898,231	$	5,717,949
Fast-Moving Consumer Goods		98,949		-
Trading Commission and Consulting service		7,274,264		5,066,369
Corporate and Unallocated		15,303,615		14,521,663
Assets related to discontinued operation		-		596,957
Total assets	$	24,575,059	$	25,902,938

~~20.~~Loss ~~DEBT~~from ~~RESTRUCTURING~~discontinued operations for the nine months ended September 30, 2025 and 2024 was as follows:

During the six months ended June 30, 2025, the Company entered into troubled debt restructurings with FT Global (“the Creditor”) due to financial difficulties. On June 17, 2025, the Company entered into a settlement and forbearance agreement (“the Agreement”) with FT Global. Pursuant to the Agreement, the company was required to pay an aggregate settlement amount of $4.0 million and issue a total of 1,700,000 shares of common stock, among which, (i) $0.5 million was paid no later than June 20, 2025, (ii) $1.0 million, $1.3 million and $1.2 million shall be paid within six months, twelve months and eighteen months after signing of the Agreement, respectively, (iii) 60,000 shares and 340,000 shares of common stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 650,000 shares and 650,000 shares of common stock shall be issued no earlier than six months and twelve months following the agreement’s effective date, respectively.

	For the three months ended September 30,					For the nine months ended September 30,
	2025		2024			2025		2024
REVENUES	$	-	$	4,148,334		$	-	$	12,526,011
COST OF SALES		-		3,257,147			-		8,622,343
GROSS PROFIT		-		891,187			-		3,903,668

OPERATING EXPENSES:
General and administrative		-		1,739,015			-		5,933,253
Research and development expenses		-		655			-		3,029
Selling expenses		-		17,135			-		17,419
Allowance for (net recovery of) credit losses /doubtful accounts		-		(3,811	)				112,455
Total		-		1,752,994			-		6,066,156

OTHER INCOME (EXPENSE)
Interest income		-		13,973			-		43,886
Interest expense		-		-			-		(722	)
Other income (expense)		-		133,055			-		(212,878	)
Total		-		147,028			-		(169,714	)
Loss from discontinued operations before income tax		-		(714,779	)		-		(2,332,202	)
Income tax provision		-		-			-		-
Loss from discontinued operation before non-controlling interest		-		-			-		-
Gain on disposal of discontinued operations		-		(844	)		28,238,122		644,593
Less: net income (loss) attributable to non-controlling interests		-		(53,666	)		1,866,066		(88,120	)
INCOME (LOSS) FROM DISCONTINUED OPERATION	$	-	$	(661,957	)	$	26,372,056	$	(1,599,489	)

2632

The ~~Company~~major ~~derecognized~~components ~~the amount previously due to FT Global, and recognized the present value~~ of ~~total~~assets ~~settlement amount including the above-mentioned cash payments~~ and ~~common stocks~~liabilities inrelated ~~paid~~to indiscontinued capital and other payable on the unaudited condensed consolidated balance sheets. Upon the debt restructurings, the Company recognized a gain of $3.07 million which was recorded as gain on debt restructuring on the unaudited condensed consolidated statement of operations ~~and~~are ~~comprehensive~~summarized ~~income (loss).~~below:

21. COMMITMENTS AND CONTINGENCIES

	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	-	$	76,876
Other receivables, net		-		200,269
Advances to suppliers and other current assets, net		-		30,449
Property and equipment, net		-		134,553
Right of use assets - operation lease		-		154,810
Total assets related to discontinued operations	$	-	$	596,957

Accrued expenses and other payables	$	-	$	301,807
Amount due to related parties		-		29,036
Lease liability - operation lease		-		154,810
Total liabilities related to discontinued operations	$	-	$	485,653

~~Legal~~20. ~~case~~SEGMENT ~~with FT Global Litigation~~REPORTING

In ~~January~~its ~~2021,~~operation FTof ~~Global~~the ~~Capital~~business, ~~Inc. (“FT Global”)~~management, including ~~a former placement agent of~~ the Company’s ~~filed~~chief aoperating ~~lawsuit~~decision ~~against the Company in the Superior Court of Fulton County~~maker, ~~Georgia. FT~~who ~~Global~~is ~~served~~ the ~~complaint upon the~~ Company’s inChief ~~January~~Executive ~~2021. In the complaint~~Officer, FTreviews ~~Global~~certain ~~alleges claims~~financial information, ~~most~~including ofsegmented ~~which~~internal ~~attempt~~profit ~~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~~loss ~~Company~~statements inprepared ~~July~~on ~~2020 which had~~ a ~~term~~basis ofconsistent ~~three~~with ~~months~~GAAP. FTThe ~~Global claims that the~~ Company ~~failed~~operates ~~to compensate FT Global~~in ~~for~~three ~~securities~~segments ~~purchase~~starting ~~transactions~~in ~~between~~fiscal ~~December 2020 and April~~ 2021,: ~~pursuant~~“supply tochain ~~the~~financing ~~terms~~service ofand ~~the~~trading ~~expired~~business” ~~exclusive~~and ~~placement agent agreement~~“others”. ~~Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term~~As ofdescribed ~~the~~in ~~agreement~~Note ~~and~~17. ~~for~~DISCONTINUED ~~the~~OPERATIONS, ~~12-month~~certain ~~period~~subsidiaries ~~following~~were ~~the~~sold, ~~termination~~dissolved ofor ~~the~~deregistered, ~~agreement~~resulting ~~involving~~in ~~any~~material ~~investors that FT Global introduced~~changes ~~and/or wall-crossed~~ to the Company’s business operations. ~~However~~Consequently, the Company ~~believes~~has ~~the~~reorganized ~~securities~~its ~~purchase~~operations ~~transactions~~into atthe ~~issue~~following ~~did~~three ~~not involve the one~~reportable ~~investor~~segments: ~~which~~(1) ~~FT Global introduced or wall~~Fast-~~crossed~~Moving toConsumer ~~the~~Goods ~~Company~~(FMCG), ~~during~~(2) ~~the~~Trading ~~term~~Commission ofand ~~the~~Consulting ~~agreement.~~service FTand ~~Global~~(3) ~~claims~~supply ~~approximately~~chain ~~$7,000,000 in~~financing ~~damages~~ service and ~~attorneys’~~trading ~~fees~~business.

The Company ~~timely~~began ~~removed~~to ~~the~~provide ~~case~~supply tochain ~~the United~~financing ~~States~~services ~~District~~during ~~Court for~~ the ~~Northern~~second ~~District~~quarter of ~~Georgia (the (“Court”) on February 9,~~ 2021 ~~based on diversity of jurisdiction~~. On ~~March~~The ~~9, 2021, the~~ Company ~~filed~~began ~~a motion~~ to ~~dismiss~~provide ~~based~~sand onand FTsteel ~~Global’s~~supply ~~failure~~chain tofinancing ~~state~~services aduring ~~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~~first ~~breach~~quarter of ~~contract claim as to the disclosure of its confidential and proprietary information~~2023. The ~~Court denied the~~ Company’s ~~motion to~~began ~~dismiss FT Global’s i) breach of contract claim for failure~~ to ~~pay~~provide FTbrokerage ~~Global~~services ~~pursuant~~in toOctober 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 discovery2023. ~~The~~During ~~trial began on April 8, 2024 and ended on April 11, 2024, on which date~~ the ~~jury~~first ~~returned~~quarter ~~a verdict in favor~~ of FTfiscal ~~Global.~~year ~~On April 11~~2025, ~~2024,~~ the ~~Court entered a judgment awarding FT Global~~Company ~~$8,875,265.31~~commenced ~~and~~operations ~~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~~Fast-~~trial motion~~Moving toConsumer ~~set~~Goods ~~aside~~(FMCG) ~~the jury verdict and for a new trial and the Court denied the motion on March 3, 2025~~sector. 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.

FTSome ~~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~~operations ~~for~~might ~~turnover~~not ofindividually ~~Defendant’s~~meet ~~shares in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy~~ the ~~$10.8~~quantitative ~~million~~thresholds ~~judgment rendered~~for indetermining ~~the~~reportable ~~Northern~~segments ~~District of Georgia~~ and ~~registered in~~ the ~~Southern~~Company ~~District~~determines ~~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,~~reportable ~~membership,~~segments ~~or limited partnership interests~~based inon ~~all of its subsidiaries, and~~ the ~~corporate~~discrete ~~seals~~financial ofinformation ~~its~~provided ~~China and Hong Kong-based subsidiaries,~~ to the ~~U.S.~~chief ~~Marshal~~operating ~~for~~decision ~~auction or sale until the judgment is satisfied~~maker. ~~Pursuant~~The tochief ~~the~~operating ~~order~~decision ~~issued~~maker byevaluates the ~~United States District Court for the Southern District of New~~ ~~York~~results ~~on August 28, 2024, the United States Marshal for the Southern District~~ of ~~New~~each ~~York~~segment ~~(“U.S. Marshal”) sold the securities of the subsidiaries of the Company other than those~~ in ~~Hong~~assessing ~~Kong~~performance and ~~China~~allocating inresources ~~auction~~among ~~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 Incsegments.; ~~and (v)~~Since ~~all~~there ofis ~~the~~an ~~outstanding~~overlap ~~shares~~ of ~~Future~~services ~~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.~~products abetween ~~wholly~~different ~~owned~~subsidiaries ~~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~~does innot ~~the~~allocate ~~Southern~~operating ~~District~~expenses ~~of New York~~ and ~~all~~assets ~~matters~~based ~~pertaining to~~on ~~such litigation. The Company has appealed~~ the ~~turnover order of the NY Court for the auction of securities of the subsidiaries of the~~product ~~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~~segments. ~~On February 6~~Therefore, ~~2025,~~operating FTexpenses ~~Global~~and ~~filed~~asset ainformation ~~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~~segment ~~Company~~are onnot ~~April 1, 2025) unissued shares of the Company’s common stock for sale to satisfy the judgement~~presented. OnSegment ~~April~~profit ~~30,~~represents ~~2025,~~ the ~~Company~~gross ~~received order from the NY Court~~profit ~~to turn over its unissued shares to U.S. Marshal for auction. The transfer agent~~ of ~~the~~each ~~Company~~reportable ~~has issued 1,951,443 shares of common stock in the name of the United States Marshals Service~~segment.

2733

OnThree ~~June~~months ~~17,~~ended ~~2025~~September 30, ~~the Company entered into a settlement and forbearance agreement with FT Global. (See Note 20. DEBT RESTRURING)~~2025

Shareholders Lawsuit (LaBelle and Janzen)

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	1,196,141	$	128,492	$	-	$	1,324,633
Inter-segment loss		-		-		-		-
Revenue from external customers		1,196,141		128,492		-		1,324,633
Segment gross profit	$	7,066	$	115,271	$	-	$	122,337

~~The~~Three ~~LaBelle~~months ~~case~~ended 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~~30, 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.2024

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.

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	342	$	598,245	$	428,533	$	1,027,120
Inter-segment loss		-		-		-		-
Revenue from external customers		342		598,245		428,533		1,027,120
Segment gross profit	$	13	$	586,080	$	36,764	$	622,857

~~22.~~Nine ~~RISKS~~months ~~AND~~ended ~~UNCERTAINTIES~~September 30, 2025

PRC Regulations

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	2,060,276	$	421,275	$	1,341	$	2,482,892
Inter-segment loss		-		-		-		-
Revenue from external customers		2,060,276		421,275		1,341		2,482,892
Segment gross profit	$	26,251	$	360,135	$	1,341	$	387,727

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing the Company’s business and the enforcement and performance of the Company’s arrangements with customers in certain circumstances. The Company is considered foreign persons or foreign funded enterprises under PRC laws and, as a result, the Company is required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. The Company cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on the Company’s business.34

~~Customer~~Nine ~~concentration~~months ~~risk~~ended September 30, 2024

For the six months ended June 30, 2025, no customer accounted for more than 10% of the Company’s total revenue. For the six months ended June 30, 2024, one customer accounted for 53.37% of the Company’s total revenues.

	Fast-Moving Consumer Goods		Trading Commission and Consulting service		Supply Chain Financing/ Trading		Total
Reportable segment revenue	$	342	$	1,039,985	$	934,971	$	1,975,298
Inter-segment loss		-		-		-		-
Revenue from external customers		342		1,039,985		934,971		1,975,298
Segment gross profit	$	13	$	1,012,893	$	142,866	$	1,155,772

~~Vendor~~Loss ~~concentration~~before ~~risk~~Income Tax:

For the six months ended June 30, 2025, two vendors accounted for 89.21% and 10.79% of the Company’s total purchases. For the six months ended June 30, 2024, one vendor accounted for 97.38% of the Company’s total purchases.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Supply Chain Financing/Trading	$	483		$	3,466,852		$	431		$	3,488,971
Fast-Moving Consumer Goods		693,677			-			660,370			-
Trading Commission and Consulting service		504,524			821,328			1,868,578			2,286,549
Corporate and Unallocated		888,965			551,439			28,917,284			3,747,663
Total operating expenses and other expenses		2,087,649			4,839,619			31,446,663			9,523,183
Loss before income tax	$	(1,965,312	)	$	(4,216,762	)	$	(31,058,936	)	$	(8,367,411	)

~~23.~~Segment ~~SUBSEQUENT~~assets ~~EVENTS~~as of September 30, 2025 and December 31, 2024:

On July 24, 2025, the Company entered into a Securities Purchase Agreement (the “Equity SPA”) with seven non-U.S. investors (collectively, the “Purchasers”). The Equity SPA contemplates the sale, in one or more closings, of up to 15,000,000 shares of our common stock at a cash purchase price of $2.00 per share, for gross proceeds of up to $30,000,000. The shares will be issued in reliance on Regulation S and will bear the customary restrictive legend.

	September 30, 2025		December 31, 2024
Supply Chain Financing/Trading	$	604,719	$	5,717,949
Fast-Moving Consumer Goods		1,000,565		-
Trading Commission and Consulting service		6,996,853		5,066,369
Corporate and Unallocated		45,734,197		14,521,663
Assets related to discontinued operation		-		596,957
Total assets	$	54,336,334	$	25,902,938

The initial closing is capped at no more than 19.9% of the Company’s outstanding Common Stock as of the closing date (the “19.9% Limit”). Any Shares subject to the 19.9% Limit will not be outstanding on the Record Date for this Special Meeting and, therefore, will not vote on this Proposal. Following shareholder approval of this Proposal (if obtained), any remaining Shares may be issued in one or more subsequent closings, expected to occur within three business days after the Special Meeting. Net proceeds will be used for working capital, strategic investments and other general corporate purposes.35

On July 28, 2025, the Company entered into a securities purchase agreement (the “Agreement”) with certain purchasers (the “Investors’), pursuant to which the Company shall issue and sell to the Investors an aggregate amount of up to $10,000,000, representing the Company’s common stock21. OnDEBT the closing date, investors shall pay the Purchase Price to Company via wire transfer of immediately available funds against delivery of Pre-Paid Purchase #1 in the original principal amount of $884,000.00. In addition, the Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring, and other transaction costs incurred in connection with the purchase and sale of the Securities. As of the date of this report, the Company has received proceeds of approximately $800,000 from the Investors pursuant to the Agreement.RESTRUCTURING

~~The~~During ~~complete~~the ~~closing~~nine ofmonths ended September 30, 2025, the ~~above-referenced~~Company ~~transactions~~entered isinto ~~each~~troubled ~~subject to~~debt ~~the~~restructurings ~~approval~~with ofFT Global (“the ~~Company’s~~Creditor”) ~~shareholders~~due to financial difficulties. AOn ~~special~~June 17, ~~shareholders~~2025, ~~meeting~~the isCompany ~~scheduled~~entered tointo bea ~~held~~settlement onand ~~September~~forbearance 2,agreement ~~2025~~(“the Agreement”) with FT Global. Pursuant to ~~consider~~the ~~these~~Agreement, ~~transactions~~the ~~and~~company was required to ~~amend~~pay ~~the~~an ~~Company’s~~aggregate ~~articles~~settlement amount of ~~incorporation~~$4.0 tomillion ~~increase~~and ~~the~~issue ~~authorized~~a ~~shares~~total of ~~the~~1,700,000 ~~Company’s common~~shares of common stock, ~~from~~among 6which,~~000,000~~ to(i) ~~600~~$0.5 million was paid no later than June 20,~~000~~ 2025,~~000~~ ~~shares~~(ii) $1.0 ~~See~~million, ~~more~~$1.3 ~~details~~million and $1.2 million shall be paid within six months, twelve months and eighteen months after signing of the ~~special~~Agreement, ~~shareholders~~respectively, ~~meeting~~(iii) to60,000 beshares ~~held~~and 340,000 shares of common stock were issued on ~~September~~June 30, 2025 and July 2, 2025, respectively, and (iv) 650,000 shares and 650,000 shares of common stock inshall ~~the~~be ~~Definitive~~issued ~~Schedule~~no ~~14A~~earlier ~~filed~~than ~~with~~six months and twelve months following the ~~SEC~~agreement’s oneffective ~~August~~date, 8respectively. As of September 30, 2025, a total of 400,000 shares of common stock had been issued and an aggregate amount of $0.95 million had been repaid to the Creditor.

The Company ~~has~~derecognized ~~evaluated~~the ~~subsequent~~amount ~~events~~previously due ~~through~~to FT Global, and recognized the ~~date~~present value of total settlement amount including the above-mentioned cash payments and common stocks ~~issuance~~in ofpaid in capital and other payables on the unaudited condensed consolidated ~~financial~~balance ~~statements~~sheets. ~~and~~Upon ~~did~~the ~~not~~debt ~~identify~~restructurings, ~~any~~the ~~subsequent~~Company recognized ~~events~~a ~~except~~gain ~~those~~of ~~disclosed above~~$3.07 ~~that~~million ~~would~~which ~~have~~was ~~required~~recorded ~~adjustment~~as orgain ~~disclosure~~on indebt restructuring on the ~~financial~~unaudited ~~statements~~condensed consolidated statement of operations and comprehensive income (loss).

2822. COMMITMENTS AND CONTINGENCIES

~~Item~~Legal 2.case with ~~Management’s~~FT ~~Discussion~~Global ~~and Analysis of Financial Condition and Results of Operations.~~Litigation

~~This~~In ~~quarterly~~January ~~report~~2021, onFT ~~Form~~Global ~~10-Q~~Capital, ~~and~~Inc. ~~other~~(“FT ~~reports~~Global”), ~~filed~~a byformer placement agent of the Company ~~from~~filed ~~time~~a tolawsuit ~~time~~against ~~with~~ the ~~SEC~~Company ~~(collectively~~in the ~~“Filings”)~~Superior ~~contain~~Court orof ~~may~~Fulton ~~contain~~County, ~~forward-looking~~Georgia. ~~statements~~FT ~~and~~Global ~~information~~served ~~that~~the ~~are~~complaint ~~based~~ upon ~~beliefs~~the ~~of, and information currently available to,~~ Company’s ~~management~~in asJanuary ~~well as~~2021. ~~estimates~~In ~~and~~the ~~assumptions~~complaint, ~~made~~FT byGlobal ~~Company’s~~alleges ~~management.~~claims, ~~Readers~~most ~~are~~of ~~cautioned~~which ~~not~~attempt to hold ~~place~~the ~~undue~~Company ~~reliance~~liable onunder ~~these~~legal ~~forward-looking statements,~~theories ~~which~~that ~~are~~relate ~~only~~back ~~predictions~~to ~~and~~an ~~speak~~alleged ~~only~~breach as of ~~the~~an ~~date~~exclusive ~~hereof.~~placement ~~When~~agent ~~used~~agreement inbetween ~~the~~FT Global ~~filings,~~and the ~~words~~Company ~~“may”,~~in ~~“will”, “should”,~~July ~~“would”,~~2020 ~~“anticipate”,~~which ~~“believe”,~~had ~~“estimate”,~~a ~~“expect”, “future”,~~term ~~“intend”, “plan”, or the negative~~ of ~~these~~three ~~terms~~months. ~~and~~FT ~~similar~~Global ~~expressions~~claims asthat ~~they~~the ~~relate to~~ Company orfailed ~~Company’s~~to ~~management~~compensate ~~identify~~FT ~~forward-looking~~Global for ~~statements.~~securities ~~Such~~purchase ~~statements~~transactions ~~reflect~~between ~~the~~December ~~current~~2020 ~~view of Company with respect to future events~~ and ~~are~~April ~~subject to risks~~2021, ~~uncertainties,~~pursuant ~~assumptions,~~to ~~and~~the ~~other~~terms ~~factors~~of ~~(including~~ the ~~statements~~expired inexclusive ~~the~~placement ~~section~~agent ~~“results~~agreement. ofAllegedly, ~~operations”~~the ~~below),~~exclusive ~~and~~placement ~~any~~agent ~~businesses~~agreement ~~that~~required the Company ~~may~~to ~~acquire.~~pay ~~Should~~FT ~~one~~Global orfor ~~more~~capital ofreceived ~~these~~during ~~risks~~the ~~or uncertainties~~term ~~materialize,~~of ~~or should~~ the ~~underlying~~agreement ~~assumptions~~and ~~prove~~for ~~incorrect,~~the ~~actual~~12-month ~~results~~period ~~may~~following ~~differ~~the ~~significantly~~termination ~~from~~of ~~those~~the ~~anticipated,~~agreement ~~believed, estimated,~~involving ~~expected,~~any ~~intended,~~investors ~~or planned. Factors~~ that ~~might~~FT ~~cause~~Global introduced and/or ~~contribute~~wall-crossed to ~~such~~the aCompany. ~~discrepancy include~~However, ~~but~~the ~~are~~Company ~~not~~believes ~~limited~~the ~~to, those~~securities ~~listed~~purchase ~~under~~transactions ~~the~~at ~~heading~~issue ~~“Risk~~did ~~Factors”~~not ~~and~~involve ~~those~~the ~~listed~~one investor inwhich ~~our~~FT ~~Annual~~Global ~~Report~~introduced onor ~~Form 10~~wall-Kcrossed ~~for~~to the ~~year~~Company ~~ended~~during ~~December 31, 2024 (~~the ~~“2024~~term ~~Form~~of ~~10-K”)~~the ~~and in this Form 10-Q~~agreement. ~~The~~FT ~~following~~Global ~~discussion~~claims ~~should~~approximately ~~be read in conjunction with our Financial~~$7,000,000 ~~Statements and related Notes thereto included elsewhere~~ in ~~this~~damages ~~report~~ and inattorneys’ ~~our 2024 Form 10-K~~fees.

~~Although~~The Company timely removed the ~~Company~~case ~~believes~~to the ~~expectations~~United ~~reflected~~States inDistrict Court for the ~~forward-looking~~Northern ~~statements~~District ~~are~~of Georgia (the (“Court”) on February 9, 2021 based on ~~reasonable~~diversity ~~assumptions~~of jurisdiction. On March 9, 2021, the Company ~~cannot~~filed ~~guarantee~~a ~~future~~motion ~~results,~~to ~~levels~~dismiss ofbased on FT Global’s failure to state a claim which is pending before the ~~activity~~Court. On November 10, ~~performance~~2021, orthe ~~achievements.~~Court ~~Except~~entered asan ~~required~~Order bygranting ~~applicable~~the ~~law,~~Company’s ~~including~~motion ~~the~~to ~~securities~~dismiss ~~laws~~FT Global’s fraud claim and breach of contract claim as to the ~~United~~disclosure ~~States,~~of its confidential and proprietary information. The Court denied the Company’s ~~does~~motion to ~~not~~dismiss ~~intend~~FT toGlobal’s ~~update~~i) ~~any~~breach of ~~the~~contract ~~forward-looking~~claim ~~statements~~for failure to ~~conform~~pay ~~these~~FT ~~statements~~Global pursuant to ~~actual~~the ~~results.~~terms ~~Readers~~of ~~are~~the ~~urged~~exclusive placement toagent ~~carefully~~agreement; ~~review~~ii) claim for breach of the covenant of good faith and ~~consider~~fair dealing; and iii) claim for attorney’s fees, and the court ~~various~~concluded ~~disclosures~~that ~~made~~additional ~~throughout~~information can be obtained through discovery. The trial began on April 8, 2024 and ended on April 11, 2024, on which date the ~~entirety~~jury returned a verdict in favor of ~~this~~FT ~~report~~Global. On April 11, ~~which~~2024, ~~attempts~~the toCourt ~~advise~~entered ~~interested~~a judgment awarding FT Global ~~parties~~$8,875,265.31 ofand on April 16, 2024, the ~~risks~~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 ~~factors~~$980,000.00 ~~that~~in ~~may~~attorney’s ~~affect~~fees. ~~our~~On ~~business~~May 9, ~~financial~~2024, ~~condition~~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, ~~results~~2025. The Company filed a notice of ~~operations~~appeal to appeal the judgement to the United States Court of Appeals for the Eleventh Circuit on April 2, ~~and~~2025. ~~prospects~~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.

~~Overview of Our Business~~36

~~Future~~FT ~~FinTech~~Global ~~Group~~has ~~Inc.~~registered isthe Court’s judgment in the United States District Court for the Southern District of New York (“NY Court”), where FT Global has brought a ~~Florida~~motion requiring ~~holding~~the Company to turn over its stock in its subsidiary companies. On August 28, 2024, NY Court granted FT Global’s motion ~~company~~for ~~with~~turnover noof ~~material~~Defendant’s ~~operations~~shares in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy the $10.8 million judgment rendered in the Northern District of ~~its~~Georgia ~~own~~and registered in the Southern District of New York, and 2) is in possession of money and property in which it has an interest. WeThe ~~conduct~~NY ~~substantially~~Court ordered Defendant shall turn over the shares, membership, or limited partnership interests in all of ~~our~~its ~~business~~subsidiaries, ~~through~~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 ~~this~~China ~~structure~~in auction of: (i) all of the membership interests in Future ~~involves~~Fintech ~~unique~~Digital ~~risks~~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 Global Key Shared Mall Ltd.; (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 ~~investors~~on December 18, 2024. WeOn ~~are~~December ~~not~~6, 2024, the Company agreed to sell all issued and outstanding shares of FTFT SuperComputing Inc. a ~~Chinese~~wholly ~~operating~~owned ~~company~~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 ~~although~~and we(ii)$1,000,000, ~~have~~which was ~~had~~paid ~~significant~~to ~~operations~~an account at Olshan Frome Wolosky LLP to satisfy, in ~~China~~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 an 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.

~~Historically,~~On ~~our~~June ~~business focused on fruit juice manufacturing and distribution in China. Due to rising production costs and stricter environmental laws~~17, ~~we shifted our operations toward supply chain financing and trading in China~~2025, ~~asset~~the ~~management~~Company inentered ~~Hong~~into ~~Kong,~~a ~~cross-border money transfer services in the United Kingdom,~~settlement ~~brokerage~~ and ~~investment~~forbearance ~~banking~~agreement inwith ~~Hong~~FT ~~Kong,~~Global. ~~and~~(See ~~cryptocurrency~~Note ~~mining in the United States~~20. ~~Most~~DEBT ~~of these activities have since been reduced or exited.~~RESTRURING)

~~Recent~~Shareholders ~~strategic~~Lawsuit ~~changes~~(LaBelle ~~include:~~and Janzen)

●The ~~Exit~~LaBelle ~~from~~case ~~Variable~~is ~~Interest~~a ~~Entity~~putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (~~VIE~~“Plaintiff”) ~~operations~~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 ~~China~~the –company’s ~~Our~~public ~~VIE~~filings and disclosures relating to the former Chief Executive Officer of the Company, ~~E-Commerce~~Mr. ~~Tianjin~~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, ~~generated~~harming ~~minimal~~investors ~~revenue~~when ~~since~~the ~~2021~~truth was revealed. The lead plaintiff and lead counsel were appointed in September 2024. The Company was ~~deregistered~~served in September 2024, and the Plaintiff is currently seeking substituted service on ~~March~~the 7individual defendants. Once the service is resolved, ~~2024~~the Plaintiff is expected to file an amended complaint, which the Company and other defendants intend to move to dismiss.

●The ~~Disposal~~Janzen ofaction ~~Hong~~is ~~Kong~~a ~~asset~~consolidated ~~management~~shareholder derivative ~~operations~~case –filed Inby ~~November~~Jeff Janzen on May 31, 2024, wealso ~~sold~~pending ~~our~~in ~~remaining~~the 42District of New Jersey, brought nominally on behalf of Future FinTech.~~86%~~ ~~interest~~Plaintiff inalleges ~~Nice~~that ~~Talent~~certain ~~Asset~~current ~~Management~~and ~~Limited~~former ~~for~~officers ~~approximately~~and ~~$300~~directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle,~~000~~ including mismanagement and ~~ceased~~misleading ~~asset~~public ~~management~~disclosures. ~~activities~~The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in ~~Hong~~LaBelle, ~~Kong~~but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.

● Sale of cryptocurrency mining operations – On December 9, 2024, we sold FTFT SuperComputing Inc., including the assumption of approximately $973,000 in liabilities and $1.0 million applied toward a litigation judgment.37

● Disposition of multiple subsidiaries – On December 18, 2024, we sold Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc23., ~~and~~RISKS ~~Future~~AND ~~Fintech Digital Number One GP, LLC through a court-ordered auction for $25,000.~~UNCERTAINTIES

●PRC ~~Closure of Paraguay cryptocurrency venture – FTFT Paraguay S.A., acquired in 2022, was dissolved in December 2023 after we were unable to develop planned operations.~~Regulations

AsThere are substantial uncertainties regarding the interpretation and application of ~~June~~PRC 30laws and regulations, ~~2025~~including, ~~our~~but ~~principal~~not ~~business~~limited ~~operations~~to, the laws and regulations governing the ~~consist~~Company’s ~~of:~~business ~~sale~~and the enforcement and performance of ~~fast-moving~~the ~~consumer~~Company’s ~~goods;~~arrangements ~~commission-based~~with ~~trading~~customers in certain circumstances. The Company is considered foreign persons or foreign funded enterprises under PRC laws and, ~~consulting~~as ~~services;~~a result, the Company is required to comply with PRC laws and ~~supply~~regulations ~~chain~~related ~~financing~~to foreign persons and ~~trading~~foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. The Company cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on the Company’s business.

WeCustomer ~~currently~~concentration ~~have one directly controlled subsidiary, Future FinTech (Hong Kong) Limited.~~ risk

29For the nine months ended September 30, 2025, two customers accounted for 11.13% and 10.32% of the Company’s total revenue. For the nine months ended September 30, 2024, two customers accounted for 40.76% and 22.63% of the Company’s total revenues.

~~Supply~~Vendor ~~Chain~~concentration ~~Financing Service and Trading in China~~risk

~~Since~~For the ~~second~~nine ~~quarter~~months ofended ~~2021~~September 30, ~~we started coal~~2025, ~~supply~~two ~~chain~~vendors ~~financing~~accounted ~~service~~for 54.57% and ~~trading business~~42.40% ~~Since~~of the ~~third~~Company’s ~~quarter~~total ofpurchases. ~~2021,~~For wethe ~~started~~nine ~~aluminum~~months ~~ingots~~ended ~~supply~~September ~~chain~~30, ~~financing~~2024, one ~~service~~vendor ~~and~~accounted ~~trading~~for ~~business~~95.21% ~~Since~~of the ~~first~~Company’s ~~quarter~~total ~~of 2023, we started sand and steel supply chain financing service and trading business~~purchases.

~~Our~~24. ~~supply chain finance business mainly serves~~SUBSEQUENT 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.EVENTS

~~Through~~The ~~our~~Company ~~supply~~has ~~chain~~evaluated ~~service~~subsequent ~~ability~~events ~~and customer~~through ~~resources,~~the wedate ~~can~~of ~~tap~~the ~~into~~issuance ~~low-risk~~of ~~assets,~~the ~~flexibly~~unaudited ~~carry~~condensed ~~out~~consolidated financial ~~services~~statements ~~around~~and ~~the~~did ~~actual~~not ~~financial~~identify ~~needs~~any ofsubsequent ~~certain~~events ~~industries,~~except ~~and~~those ~~reduce~~disclosed ~~the~~above ~~overall~~that ~~risk~~would ofhave ~~the~~required ~~business~~adjustment byor ~~using~~disclosure ~~the control of business flow, goods logistics and capital flow~~ in the ~~process~~financial ~~of commodity circulation~~statements.

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.38

WeItem ~~sign purchase and sale agreements with suppliers and buyers~~2. ~~The~~Management’s ~~suppliers~~Discussion ~~are responsible for the supply~~ and ~~transportation~~Analysis of ~~goods to the end users’ designated freight yard or~~Financial ~~transfer~~Condition ~~the~~and ~~title~~Results ~~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~~Operations. 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~~This ~~International~~quarterly ~~Securities~~report on Form 10-Q and ~~Futures~~other reports ~~Limited,~~filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking astatements ~~company~~and weinformation ~~acquired~~that inare ~~November~~based ~~2023,~~upon ~~provides~~beliefs ~~brokerage~~of, and ~~investment~~information ~~banking~~currently ~~services~~available into, ~~Hong~~Company’s ~~Kong~~management as well as estimates and assumptions made by Company’s management. ~~FTFT~~Readers ~~International~~are ~~Securities~~cautioned not to place undue reliance on these forward-looking statements, which are only predictions and ~~Futures~~speak ~~Limited~~only ~~holds~~as ~~Type~~of 1the date hereof. When used in the Filings, the words “~~Securities~~may”, ~~Trading~~“will”, “should”, ~~Type~~“would”, 2“anticipate”, “~~Futures~~believe”, ~~Contract~~“estimate”, ~~Trading~~“expect”, “future”, “intend”, “plan”, or the negative of these terms and ~~Type~~similar 4expressions as they relate to the Company or its management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statements in the section “~~Securities~~results ~~Consulting~~of operations” ~~financial~~below), ~~licenses~~and ~~issued~~any bybusinesses that the ~~Hong~~Company ~~Kong~~may ~~Securities~~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 ~~Futures~~those ~~Commission~~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.

30Although the Company believes that 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.

~~Results~~Overview of ~~Operations~~Our Business

~~Comparison~~Future FinTech Group Inc. is a Florida holding company with no material operations of ~~Three~~its ~~Months~~own. ~~ended~~We ~~June~~conduct 30substantially all of our business through subsidiaries, and this structure ~~2025~~involves unique risks for investors. We are not a Chinese operating company, although we have had significant operations in China and Hong ~~2024:~~Kong.

~~Revenue~~Historically, our business was focused on fruit juice manufacturing and distribution in China. Due to rising production costs and stricter environmental laws, we shifted our operations toward supply chain financing and trading in China, asset management in Hong Kong, cross-border money transfer services in the United Kingdom, brokerage and investment banking in Hong Kong, and cryptocurrency mining in the United States. Most of these activities have since been reduced or exited.

~~The~~Recent ~~following~~strategic ~~table~~changes ~~sets forth the breakdown of our revenues for the three months ended June 30, 2025 and 2024, respectively~~include:

	Three months ended June 30,
	2025		2024		Change
	Amount		Amount		Amount			%
Fast-Moving Consumer Goods (FMCG)	$	387,684	$	-	$	387,684			100.00	%
Trading Commission and Consulting service		217,598		204,315		13,283			6.50	%
Supply Chain Financing/Trading		-		64,674		(64,674	)		(100.00	)%
Total revenue	$	605,282	$	268,989	$	336,293			125.02	%

●

Exit from Variable Interest Entity (“VIE”) operations in China – Our VIE, E-Commerce Tianjin, generated minimal revenue since 2021 and was deregistered on March 7, 2024.

~~For~~● ~~the~~Disposal ~~three~~of ~~months~~Hong ~~ended~~Kong ~~June~~asset ~~30,~~management ~~2025~~operations ~~and~~– ~~2024, revenue~~In ~~from~~November ~~sales of FMCG was $387~~2024,~~684~~ ~~and~~we ~~nil,~~sold ~~respectively,~~our ~~representing~~remaining ~~an increase of $387,684, or 100~~42.0086%. ~~The~~interest ~~increase~~in ~~was~~Nice ~~primarily attributable~~Talent toAsset ~~the~~Management ~~Company’s~~Limited ~~strategic~~for ~~expansion~~approximately ~~into the FMCG sector in September 2024~~$300,000 ~~which~~and ~~significantly~~ceased ~~contributed~~asset tomanagement ~~our revenue~~activities ~~growth~~in ~~during~~Hong ~~the three months ended June 30, 2025~~Kong.

~~For~~● ~~the~~Sale ~~three~~of ~~months~~cryptocurrency ~~ended~~mining ~~June~~operations ~~30,~~– ~~2025~~On ~~and~~December 9, 2024, ~~revenue~~ ~~from~~we ~~trading~~sold ~~commission~~FTFT ~~and~~Super ~~consulting~~Computing ~~service was $217~~Inc.,~~598~~ ~~and~~including ~~$204,315,~~the ~~respectively,~~assumption ~~representing an increase~~ of approximately $13973,~~283,~~000 ~~or 6.50%. The increase was mainly attributable to higher trading volume~~ in ~~U.S.~~liabilities ~~equity markets~~ and ~~the~~$1.0 ~~completion~~million ofapplied toward a ~~secondary~~litigation ~~offering during the three months ended June 30, 2025~~judgment.

~~For~~● ~~the~~Disposition ~~three~~of ~~months~~multiple ~~ended~~subsidiaries ~~June~~– ~~30,~~On ~~2025~~December ~~and~~18, 2024, ~~revenue~~ ~~from~~we ~~supply~~sold ~~chain~~Future ~~financing/trading~~Fintech ~~was~~Digital ~~nil~~Capital ~~and~~Management ~~$64~~LLC,~~674,~~ ~~respectively,~~FTFT ~~representing~~UK aLimited, ~~decrease~~DigiPay ofFinTech ~~$64~~Limited,~~674,~~ orGlobal ~~100.00%.~~Key ~~The~~Shared ~~decrease was~~Mall ~~due~~Ltd., toFuture ~~our~~Fintech ~~management’s~~Labs ~~decision~~Inc., toand ~~temporarily~~Future ~~suspend~~Fintech ~~these~~Digital ~~operations~~Number ~~resulting~~One ~~from~~GP, ~~lower~~LLC ~~coal~~through ~~prices~~a ~~and~~court-ordered ~~reduced~~auction ~~market demand~~for ~~in China during the three months ended June 30~~$25, ~~2025~~000.

~~Gross~~● ~~Profit~~Closure of Paraguay cryptocurrency venture – FTFT Paraguay S.A., acquired in 2022, was dissolved in December 2023 after we were unable to develop planned operations.

~~The following table sets forth the breakdown of the gross profit for the three months ended June 30, 2025 and 2024, respectively:~~39

	Three months ended June 30,										Variance
	2025		%			2024		%			Amount			%
Fast-Moving Consumer Goods (FMCG)	$	10,327		5.53	%	$	-		-		$	10,327			100.00	%
Trading Commission and Consulting service		176,445		94.47	%		195,792		75.94	%		(19,347	)		(9.88	)%
Supply Chain Financing/Trading		-		-			62,029		24.06	%		(62,029	)		(100.00	)%
Total gross profit	$	186,772		100.00	%	$	257,821		100.00	%	$	(71,049	)		(27.56	)%

As of September 30, 2025, our principal business operations consist of: sale of fast-moving consumer goods; commission-based trading and consulting services; and supply chain financing and trading.

~~Overall~~We ~~gross~~currently ~~profit~~have ~~decreased~~one bydirectly ~~$0.07~~controlled ~~million~~subsidiary, orFuture ~~27.56%,~~FinTech to(Hong ~~$0.19~~Kong) ~~million for the three months ended June 30, 2025 from $0~~Limited.26 million for the same period last year. The decrease was primarily due to the decrease in gross profit from supply chain financing/trading which was in line with the decrease in revenue for this business segment during the three months ended June 30, 2025. Overall gross margin as a percentage of revenue was 30.86% for the three months ended June 30, 2025, representing a decrease of 64.99% from 95.85% for the same period last year, mainly due to the decrease in gross margin for debt recovery consulting service fee as well as U.S. dollar bond service. Additionally, the decrease in gross margin was due to the lower gross margin from FMCG, which accounted for a majority portion of total revenue during the three months ended June 30, 2025.

31Supply Chain Financing Service and Trading in China

~~Operating~~Since ~~Expenses~~the second quarter of 2021, we have engaged in the coal supply chain financing service and trading business. Since the third quarter of 2021, we have engaged in aluminum ingots supply chain financing service and trading business. Since the first quarter of 2023, we have engaged in sand and steel supply chain financing service and trading business.

~~The~~Our ~~following~~supply ~~table~~chain ~~sets~~finance ~~forth~~business mainly serves the ~~breakdown~~receivables and payables of ~~our~~ ~~operating~~industrial ~~expenses~~customers, ~~and~~obtains ~~operating~~the ~~expenses~~creditor’s asrights aor ~~percentage~~commodity goods rights of ~~revenue~~large ~~for~~state-owned enterprises ~~the~~through ~~three~~trade ~~months~~execution, ~~ended~~provides ~~June~~customers 30with working capital, ~~2025~~accelerates ~~and~~capital ~~2024~~turnover, ~~respectively: (in~~and then expands the business ~~thousands)~~scale and improves the industrial value.

	Three months ended June 30,
	2025					2024
	Amount		% of revenue			Amount			% of revenue
General and administrative expenses	$	854		141.07	%	$	1,424			423.41	%
Selling expenses		249		41.15	%		151			45.06	%
Bad debt provision (recovery)		393		69.94	%		(276	)		(82.04	)%
Total operating expenses	$	1,496		247.16	%	$	1,299			386.42	%

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.

~~For~~We ~~the~~focus ~~three~~on ~~months~~bulk ~~ended~~commodity ~~June~~goods 30such as coal, aluminum ~~2025~~ingots, ~~our general~~sand and ~~administrative~~steel ~~expenses~~and ~~were~~take ~~$0.85~~large ~~million,~~state-owned ~~representing~~or alisted ~~decrease~~companies ofas ~~$0.57~~the ~~million,~~core orservice ~~40.03%,~~targets; aswe ~~compared~~use toour ~~the~~own ~~same~~funds ~~period~~as the ~~last~~operation ~~year.~~basis, ~~The~~actively ~~decrease~~uses ~~was~~a ~~mainly~~variety ~~due~~of tochannels ~~decreased~~and ~~professional~~products ~~service~~for ~~fees~~financing, ~~during~~such ~~the~~as ~~three~~banks, ~~months~~commercial ~~ended~~factoring ~~June~~companies, 30accounts receivable, ~~2025~~asset-backed securities, and other innovative financing methods to obtain sufficient funds.

~~For~~We sign purchase and sale agreements with suppliers and buyers. The suppliers are responsible for the ~~three~~supply ~~months~~and ~~ended~~transportation ~~June~~of ~~30,~~goods ~~2025,~~to ~~our~~the end users’ designated freight yard or ~~selling~~transfer ~~expenses~~the ~~were~~title $0to us in certain warehouses.25 ~~million,~~We ~~representing~~also anprovide ~~increase~~trading service as we don’t take control over the ownership of $0the goods but receive agent service fee for the transaction.10 ~~million~~For the sale of goods where we obtain control of the goods before transferring it to the customer, orwe 64recognize revenue based on the gross revenue amount billed to customers as sales of goods.~~37%~~ We consider multiple factors when determining whether we obtain control of the goods, asincluding ~~compared~~evaluating toif we can establish the ~~same~~price ~~period~~of ~~last~~the ~~year~~goods, retain inventory risk for tangible goods or have the responsibility for ensuring acceptability of the goods. ~~The~~We recognize net revenue as agent ~~increase~~services ~~was~~for ~~mainly~~the ~~due~~sales toof ~~increased~~coals, ~~traveling~~aluminum ~~costs~~ingots, and ~~sales~~steel ~~team~~when ~~performance~~no ~~incentives~~control is obtained throughout the transactions. We select the customers and suppliers that have good credit and reputation.

~~For~~FTFT ~~the~~International ~~three~~Securities ~~months~~and ~~ended~~Futures ~~June 30~~Limited, ~~2025, our~~ ~~bad~~a ~~debt~~company ~~provision~~we ~~was~~acquired ~~$0.39~~in ~~million,~~November ~~representing an increase of $0.67 million~~2023, orprovides ~~242.47%,~~brokerage asand ~~compared~~investment tobanking ~~the~~services ~~same~~in ~~period~~Hong ~~last year~~Kong. ~~The~~ ~~increase~~FTFT ~~was~~International ~~primarily~~Securities and ~~due~~Futures toLimited ~~the~~holds ~~management’s~~Type ~~efforts~~1 in“Securities ~~collection~~Trading”, ofType ~~long~~2 ~~overdue~~“Futures ~~receivables~~Contract ~~from~~Trading” ~~our~~and ~~customers,~~Type ~~causing~~4 “Securities ~~net~~Consulting” ~~recovery~~financial oflicenses ~~credit~~issued ~~losses~~by ~~during~~ the ~~three~~Hong ~~months~~Kong ~~ended~~Securities ~~June~~and ~~30,~~Futures ~~2024~~Commission.

~~Other~~Results ~~Income,~~of ~~Net~~Operations

~~For~~Comparison ~~the three months ended June 30, 2025, our net other income was $3.16 million, representing an increase~~ of ~~$2.93~~Three ~~million,~~Months orEnded ~~1,259.48%, as compared to the same period last year.~~September ~~The increase was primarily due to the gain of $3.1 million on debt restructuring during the three months ended June~~ 30, 2025 ~~as we entered into a settlement~~ and ~~forbearance agreement with FT Global.~~2024:

~~Income Tax~~Revenue

~~Income~~The ~~tax~~following ~~provision~~table ~~was~~sets ~~nil~~forth the breakdown of our revenues for the three months ended ~~June~~September 30, 2025, and 2024., respectively:

Net income (loss) from continuing operation

	Three months ended September 30,
	2025		2024		Change
	Amount		Amount		Amount			%
Fast-Moving Consumer Goods (“FMCG”)	$	1,196,141	$	342	$	1,195,799			349,648.83	%
Trading Commission and Consulting service		128,492		598,245		(469,753	)		(78.52	)%
Supply Chain Financing/Trading		-		428,533		(428,533	)		(100.00	)%
Total revenue	$	1,324,633	$	1,027,120	$	297,513			28.97	%

For the three months ended June 30, 2025, our net income from continuing operation were $1.85 million, representing an increase of $2.66 million, or 328.85%, as compared to the same period last year. The increase was primarily due to the increase in net other income, as discussed above.40

~~Comparison~~For ofthe ~~Six~~three ~~Months~~months ended ~~June~~September 30, 2025 and 2024, revenue from sales of FMCG was $1,196,141 and $342, respectively, representing an increase of $1,195,799, or 349,648.83%. The increase was primarily attributable to the Company’s strategic expansion into the FMCG sector in September 2024:, which significantly contributed to our revenue growth during the three months ended September 30, 2025.

~~Revenue~~For the three months ended September 30, 2025 and 2024, revenue from trading commission and consulting service was $128,492 and $598,245, respectively, representing a decrease of $469,753, or 78.52%. The decrease was mainly because a major project, which boosted revenue from consulting service during the three months ended September 30, 2024, did not recur in the same period this year.

~~The~~For ~~following~~the ~~table~~three ~~sets~~months ~~forth~~ended ~~the~~September ~~breakdown~~30, 2025 and 2024, revenue from supply chain financing/trading was nil and $428,533, respectively, representing a decrease of $428,533, or 100.00%. The decrease was due to our ~~revenues~~management’s ~~for~~decision to temporarily suspend these operations resulting from lower coal prices and reduced market demand in China during the ~~six~~three months ended ~~June~~September 30, 2025 ~~and 2024, respectively:~~.

	Six months ended June 30,
	2025		2024		Change
	Amount		Amount		Amount			%
Fast-Moving Consumer Goods (FMCG)	$	864,135	$	-	$	864,135			100.00	%
Trading Commission and Consulting service		292,783		441,740		(148,957	)		(33.72	)%
Supply Chain Financing/Trading		1,341		506,438		(505,097	)		(99.74	)%
Total revenue	$	1,158,259	$	948,178	$	210,081			22.16	%

Gross Profit

32The following table sets forth the breakdown of the gross profit for the three months ended September 30, 2025 and 2024, respectively:

For the six months ended June 30, 2025 and 2024, revenue from sales of FMCG was $864,135 and nil, respectively, representing an increase of $864,135, or 100.00%. The increase was primarily attributable to the Company’s strategic expansion into the FMCG sector in September 2024, which significantly contributed to revenue growth during the six months ended June 30,2025.

	Three months ended September 30,										Variance
	2025		%			2024		%			Amount			%
Fast-Moving Consumer Goods (“FMCG”)	$	7,066		5.78	%	$	13		-	%	$	7,053			54,253.85	%
Trading Commission and Consulting service		115,271		94.22	%		586,080		94.10	%		(470,809	)		(80.33	)%
Supply Chain Financing/Trading		-		-	%		36,764		5.90	%		(36,764	)		(100.00	)%
Total gross profit	$	122,337		100.00	%	$	622,857		100.00	%	$	(500,520	)		(80.36	)%

~~For~~Overall gross profit decreased by $500,520, or 80.36%, to $122,337 for the ~~six~~three months ended ~~June~~September 30, 2025 ~~and~~from ~~2024~~$622,857 for the same period last year. The decrease was primarily ~~revenue~~due to the decrease in gross profit from trading commission and consulting service which was ~~$292~~in line with the decrease in revenue for this business segment during the three months ended September 30,~~783~~ ~~and~~2025. ~~$441~~Although revenue from FMCG segment increased significantly for the three months ended September 30,~~740,~~ ~~respectively~~2025, ~~representing~~gross profit from this business segment did not increase simultaneously due to its low gross margin. Overall gross margin as a ~~decrease~~percentage of ~~$148~~revenue was 9.24% for the three months ended September 30,~~957~~ 2025, orrepresenting a decrease 33of 51.~~72%~~41 percentage points from 60.64% ~~The~~for ~~decrease~~the ~~was~~same period last year, mainly due to ~~lower~~the ~~revenue~~decrease ~~from~~in ~~both~~gross ~~U.S.~~margin ~~dollar~~for ~~bond~~debt ~~trading~~recovery consulting service fee, and ~~consulting~~our ~~service~~gross ~~during~~margin was further eroded by that of the ~~six~~FMCG segment, which accounted for a majority portion of total revenue during the three months ended ~~June~~September 30, 2025.

~~For~~Operating the six months ended June 30, 2025 and 2024, revenue from supply chain financing/trading was $1,341 and $506,438, respectively, representing a decrease of $505,097, or 99.74%. The decrease was due to our management’s decision to temporarily suspend these operations resulting from lower coal prices and reduced market demand in China during the six months ended June 30, 2025.Expenses

~~Gross~~The ~~Profit~~following table sets forth the breakdown of our operating expenses and operating expenses as a percentage of revenue for the three months ended September 30, 2025 and 2024, respectively:

The following table sets forth the breakdown of the gross profit for the six months ended June 30, 2025 and 2024, respectively:

	Three months ended September 30,
	2025					2024
	Amount		% of revenue			Amount		% of revenue
General and administrative expenses	$	1,324,770		100.01	%	$	1,580,568		153.88	%
Selling expenses		240,805		18.18	%		103,794		10.11	%
Allowance for credit losses/doubtful accounts		654,222		49.39	%		3,386,630		329.72	%
Total operating expenses	$	2,219,797		167.58	%	$	5,070,992		493.71	%

	Six months ended June 30,										Variance
	2025		%			2024		%			Amount			%
Fast-Moving Consumer Goods (FMCG)	$	19,185		7.23	%	$	-		-		$	19,185			100.00	%
Trading Commission and Consulting service		244,864		92.27	%		426,813		80.09	%		(181,949	)		(42.63	)%
Supply Chain Financing/Trading		1,341		0.50	%		106,102		19.91	%		(104,761	)		(98.74	)%
Total Amount	$	265,390		100.00	%	$	532,915		100.00	%	$	(267,525	)		(50.20	)%

~~Overall~~For ~~gross~~the ~~profit~~three ~~decreased~~months byended ~~$0.27~~September ~~million~~30, or ~~50.20%~~2025, our togeneral ~~$0.27~~and ~~million~~administrative ~~for~~expenses ~~the~~were ~~six~~$1,324,770, ~~months~~representing ~~ended~~a ~~June~~decrease 30of $255,798, ~~2025~~or ~~from $0~~16.5318%, ~~million~~as ~~for~~compared to the same period last year. The decrease was primarily ~~due~~attributable to ~~the~~reduced ~~decrease~~salary, inemployee ~~gross~~benefit ~~profit from trading commission~~ and ~~consulting~~bonus ~~service~~expenses ~~and supply chain financing/trading which were in line with the decrease in revenue for these two business segments during the six months ended June 30, 2025. Overall gross margin~~ as a ~~percentage~~result of ~~revenue was 22.91% for~~ the ~~six months ended June 30, 2025, representing a decrease~~ implementation of ~~33.29%~~cost-control ~~from 56.20% for the same period last year~~measures, ~~mainly~~as ~~due~~well toas ~~the~~a decrease in ~~gross~~commission ~~margin~~expenses ~~for~~caused ~~debt~~by ~~recovery~~decreased consulting service ~~fee as well as U~~revenue.S. ~~dollar~~The ~~bond service. Additionally, the~~ decrease ~~in gross margin~~ was partially ~~due~~offset toby ~~the~~an ~~lower~~increase ~~gross~~in ~~margin~~business ~~from~~entertainment ~~FMCG,~~expenses ~~which~~driven ~~accounted~~by ~~for~~our anew ~~majority~~business ~~portion of total revenue during the six months ended June 30, 2025~~expansion.

~~Operating~~For ~~Expenses~~the three months ended September 30, 2025, our selling expenses were $240,805, representing an increase of $137,011, or 132.00%, as compared to the same period last year. The increase was primarily attributable to increased business entertainment expenses, traveling costs and sales team performance incentives, resulting from our initiatives to expand into new business segments and acquire new customers.

~~The~~For ~~following~~the ~~table~~three ~~sets~~months ~~forth~~ended ~~the~~September ~~breakdown~~30, of2025, our ~~operating~~allowance ~~expenses~~for ~~and~~credit ~~operating~~losses/doubtful ~~expenses~~accounts aswas $654,222, representing a ~~percentage~~decrease of ~~revenue~~$2,732,408, or 80.68%, as compared to the same period last year. The decrease was primarily due to the management’s efforts to collection of long overdue receivables from our customers, resulting in a smaller allowance for credit losses during the ~~six~~three months ended ~~June~~September 30, 2025 ~~and 2024, respectively: (in thousands)~~.

	Six months ended June 30,
	2025					2024
	Amount		% of revenue			Amount		% of revenue
General and administrative expense	$	2,433		210.06	%	$	2,615		275.75	%
Stock compensation expense		1,085		93.68	%		-		-
Selling expenses		441		38.05	%		418		44.11	%
Bad debt provision		28,762		2,483.26	%		443		46.73	%
Total operating expenses	$	32,721		2,825.04	%	$	3,476		366.59	%

Other Income, Net

For the ~~six~~three months ended ~~June~~September 30, 2025, our ~~general and~~net ~~administrative~~other ~~expenses~~income ~~were~~was $~~2.43 million~~132,148, representing a decrease of $~~0.18 million~~99,225, or 642.9489%, as compared to the same period last year. The decrease was ~~mainly~~primarily due to ~~the~~reduced ~~decreased~~interest ~~professional~~income ~~service fees and traveling fees~~ during the ~~six~~three months ended ~~June~~September 30, 2025, resulting from a decreased loan receivable balance.

~~For~~Net ~~the~~loss ~~six~~from ~~months~~continuing ended June 30, 2025, our stock compensation expense was $1.09 million, representing an increase of $1.09 million, as compared to the same period last year. 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 first quarter of fiscal year 2025. The Shares were issued to the Grantees on March 10, 2025. The stock price and share numbers have been adjusted based on the one for ten reverse splits effected on April 1, 2025.operations

33For the three months ended September 30, 2025, our net loss from continuing operations was $1,965,312, representing a decrease of $2,251,450, or 53.39%, as compared to the same period last year. The decrease was primarily due to the decrease in operating expenses, as discussed above.

~~For~~Comparison ~~the~~of ~~six~~Nine ~~months~~Months ~~ended~~Ended ~~June~~ September 30, 2025, ~~our~~and ~~selling expenses were $0.44million, representing an increase of $0.02 million, or 5.37%, as compared to the same period last year.~~2024:

For the six months ended June 30, 2025, our bad debt provision was $28.76 million, representing an increase of $28.32 million, or 6,391.30%, as compared to the same period last year. The increase was primarily due to provision for bad debts on related party receivables in connection with the disposal of a subsidiary during the six months ended June 30, 2025.Revenue

~~Other~~The ~~Income~~following ~~(Expense)~~table sets forth the breakdown of our revenues for the nine months ended September 30, ~~Net~~2025 and 2024, respectively:

For the six months ended June 30, 2025, our net other income was $3.36 million, representing an increase of $4.57 million, or 378.41%, as compared to the same period last year. The increase was primarily due to the gain on debt restructuring during the six months ended June 30, 2025. On June 17, 2025, we entered into a settlement and forbearance agreement (“the Agreement”) with FT Global. Pursuant to the Agreement, we were required to pay an aggregate settlement amount of $2.0 million and issue a total of 1,700,000 shares of common stock. Upon the debt restructurings, we recognized a gain of $3.07 million which was recorded as gain on debt restructuring on the unaudited condensed consolidated statement of operations and comprehensive income (loss). The increase in net other income was also attributable to higher legal case fee of litigation with FT Global during the six months ended June 30, 2024.

	Nine months ended September 30,
	2025		2024		Change
	Amount		Amount		Amount			%
Fast-Moving Consumer Goods (“FMCG”)	$	2,060,276	$	342	$	2,059,934			602,319.88	%
Supply Chain Financing/Trading		1,341		934,971		(933,630	)		(99.86	)%
Trading Commission and Consulting service		421,275		1,039,985		(618,710	)		(59.49	)%
Total revenue	$	2,482,892	$	1,975,298	$	507,594			25.70	%

~~Income~~For ~~Tax~~the nine months ended September 30, 2025 and 2024, revenue from sales of FMCG was $2,060,276 and $342, respectively, representing an increase of $2,059,934, or 602,319.88%. The increase was primarily attributable to the Company’s strategic expansion into the FMCG sector in September 2024, which significantly contributed to revenue growth during the nine months ended September 30,2025.

~~Income~~For ~~tax~~the ~~provision~~nine ~~was~~months ~~nil~~ended ~~for~~September ~~the~~30, ~~six~~2025 ~~months~~and ~~ended~~2024, ~~June~~revenue 30from supply chain financing/trading was $1,341 ~~2025~~and $934,971, respectively, representing a decrease of $933,630, or 99.86%. The decrease was due to our management’s decision to temporarily suspend these operations resulting from lower coal prices and ~~June~~reduced market demand in China during the nine months ended September 30, ~~2024~~2025.

~~Net~~For ~~loss~~the nine months ended September 30, 2025 and 2024, revenue from ~~continuing~~trading ~~operation~~commission and consulting service was $421,275 and $1,039,985, respectively, representing a decrease of $618,710, or 59.49%. The decrease was mainly because a major project, which boosted revenue from consulting service during the nine months ended September 30, 2024, did not recur in the same period this year.

For the six months ended June 30, 2025, our net loss from continuing operation were $29.09 million, representing an increase of $24.94 million, or 600.94%, as compared to the same period last year. The increase was primarily due to the increase in operating expenses, as discussed above.42

~~Gain~~Gross onProfit ~~disposal of discontinued operations~~

~~Gain~~The onfollowing ~~disposal~~table ofsets ~~discontinued~~forth ~~operation~~the ~~was~~breakdown of ~~$28.24~~the ~~million~~gross profit for the ~~six~~nine months ended ~~June~~September 30, 2025, ~~which~~and ~~was related to the transfer of FTFT UK LIMITED~~2024, 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.respectively:

Earnings (loss) per Share

	Nine months ended September 30,										Variance
	2025		%			2024		%			Amount			%
Fast-Moving Consumer Goods (FMCG)	$	26,251		6.77	%	$	13		-	%	$	26,237.6			100.00	%
Supply Chain Financing/Trading		1,341		0.34	%		142,866		12.36	%		(141,525	)		(99.06	)%
Trading Commission and Consulting service		360,135		92.88	%		1,012,893		87.64	%		(652,758	)		(64.44	)%
Total Amount	$	387,727		100.00	%	$	1,155,772		100.00	%	$	(768,045	)		(66.45	)%

~~For~~Overall gross profit decreased by $768,045, or 66.45%, to $387,727 for the ~~six~~nine months ended ~~June~~ September 30, 2025 from $1,155,772 ~~basic~~for ~~and~~the same period last year. The decrease was primarily ~~diluted~~due ~~loss~~to ~~per~~the ~~share~~decrease in gross profit from ~~continuing~~trading ~~operations~~commission ~~were~~and ~~both~~consulting ~~$10.27~~service, asand ~~compared~~supply tochain ~~loss~~financing/trading ~~per~~which ~~share~~were ofin ~~$2.08~~line with ~~per~~the ~~share~~decrease ~~(both~~in ~~basic~~revenue ~~and diluted)~~ for these two business segments during the ~~same~~nine ~~period~~months ~~last~~ended ~~year~~September 30, 2025. ~~For~~Although revenue from FMCG segment increased significantly for the ~~six~~nine months ended ~~June~~September 30, 2025, ~~basic~~gross ~~and~~profit ~~diluted~~from ~~earnings~~this ~~per~~business ~~share~~segment ~~from~~did ~~discontinued~~not ~~operations~~increase ~~was~~simultaneously $9due to its low gross margin.31 ~~and~~Overall $9gross margin as a percentage of revenue was 15.62% for the nine months ended September 30, ~~respectively~~2025, asrepresenting ~~compared~~a todecrease ~~loss~~of ~~per~~42.90 ~~share~~percentage ofpoints $0from 58.4751% ~~per~~for ~~share~~the ~~(both~~same ~~basic~~period ~~and~~last ~~diluted)~~year, mainly due to the decrease in gross margin for debt recovery consulting service fee, and our gross margin was further eroded by that of the ~~same~~FMCG ~~period~~segment, ~~last~~which accounted ~~year~~for a majority portion of total revenue during the nine months ended September 30, 2025.

~~Liquidity~~Operating ~~and Capital Resources~~Expenses

AsThe offollowing ~~June~~table ~~30,~~sets ~~2025,~~forth wethe ~~had~~breakdown ~~cash~~of our ~~and~~operating ~~restricted cash~~expenses ofand ~~$5.79~~operating ~~million,~~expenses ~~representing~~as ana ~~increase~~percentage of ~~$1.02~~revenue ~~million~~for ~~from~~the ~~$4.77~~nine ~~million~~months asended ofSeptember ~~December 31~~30, 2025 and 2024., respectively:

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 $11.47 million as of June 30, 2025, an increase of $3.87 million from working capital of $7.60 million as of December 31, 2024, mainly due to the decrease in current liabilities.

	Nine months ended September 30,
	2025					2024
	Amount		% of revenue			Amount		% of revenue
General and administrative expense	$	3,757,862		151.35	%	$	4,195,166		212.38	%
Stock compensation expense		1,085,000		43.70	%		-		-
Selling expenses		681,483		27.45	%		522,000		26.43	%
Allowance for credit losses/doubtful accounts		29,416,788		1,184.78	%		3,829,724		193.88	%
Total operating expenses	$	34,941,133		1,407.28	%	$	8,546,890		432.69	%

34For the nine months ended September 30, 2025, our general and administrative expenses were $3,757,862, representing a decrease of $437,304, or 10.42%, as compared to the same period last year. The decrease was primarily attributable to reduced salary, employee benefit and bonus expenses as a result of the implementation of cost-control measures, as well as a decrease in commission caused by decreased consulting service revenue during the nine months ended September 30, 2025.

~~Net~~For ~~cash~~the ~~used~~nine inmonths ~~operating~~ended ~~activities~~September ~~increased~~30, 2025, byour ~~$16.93~~stock ~~million~~compensation toexpense was $~~27.73~~1,085,000, ~~million~~representing ~~for~~an ~~the~~increase ~~six~~of ~~months ended June 30~~$1,085,000, ~~2025~~as ~~from~~compared ~~$10.80~~to ~~million for~~ the same period last year. ~~The~~On ~~increase~~March in10, ~~net~~2025, ~~cash~~the ~~used~~Compensation inCommittee ~~operating~~of ~~activities~~the ~~was~~Board ~~primarily~~of ~~due~~Directors toof the ~~increase~~Company ingranted ~~net~~500,000 ~~loss~~shares ~~from~~of ~~continuing~~common ~~operation~~stock, ~~the~~pursuant ~~decrease~~to ~~in accrued~~the ~~expenses~~Company’s ~~and~~2024 ~~other~~Omnibus ~~payables~~Equity Plan, asto ~~well~~certain asofficers and employees of the ~~decrease~~Company inand ~~other~~its ~~receivables~~subsidiaries. ~~The~~As ~~increase~~the ~~was~~closing ~~partially~~price of ~~offset~~the byCompany ~~the~~stock ~~increase~~was in$2.17 ~~bad~~on ~~debt provision~~March 10, 2025, the ~~increase~~Company inrecorded ~~advances~~an toexpense ~~suppliers~~of ~~and~~$1.09 ~~other~~million ~~current~~in ~~assets and~~ the ~~decrease~~first inquarter ~~accounts~~of ~~payable~~fiscal year 2025.

Net cash provided by investing activities increased by $0.41 million to $0.62 million for the six months ended June 30, 2025 from $0.21 million for the same period last year. The increase was due to the increase in repayment for debt investment and loan receivables. The increase was partially offset by the decrease in repayment for short term investment.43

~~Net~~For ~~cash used in financing activities for~~ the ~~six~~ nine months ended ~~June~~September 30, 2025, our ~~was~~selling ~~$0.01~~expenses ~~million~~were $681,483, representing aan ~~decrease~~increase of $~~2.46~~159,483, ~~million~~or 30.55%, as compared to ~~net cash provided by financing activities of $2.45 million during~~ the same period last year. The ~~decrease in net cash provided by financing activities~~ increase was ~~mainly~~primarily ~~due~~ attributable to ~~the~~increased ~~decrease~~business inentertainment ~~proceeds~~expenses, resulting from ~~the~~our ~~issuance~~initiatives ofto ~~common~~expand ~~stock~~into ~~from~~new abusiness ~~private~~segments and ~~placement,~~acquire ~~net~~new ~~of issuance costs~~customers.

~~Off-balance~~For ~~sheet~~the ~~arrangements~~nine months ended September 30, 2025, our allowance for credit losses/doubtful accounts was $29,416,788, representing an increase of $25,587,064, or 668.12%, as compared to the same period last year. The increase was primarily due to a provision for bad debts on related party receivables in connection with the disposal of a subsidiary during the nine months ended September 30, 2025.

AsOther ofIncome ~~June 30~~(Expense), ~~2025, we did not have any off-balance sheet arrangements.~~Net

~~Item~~For the nine months ended September 30, 2025, our net other income was $3,494,470, representing an increase of $4,470,763, as compared to the same period last year. ~~Quantitative~~The increase was primarily due to the gain on debt restructuring during the nine months ended September 30, 2025. On June 17, 2025, we entered into a settlement and ~~Qualitative~~forbearance ~~Disclosures~~agreement ~~about~~(“the ~~Market~~Agreement”) ~~Risk~~with FT Global. Pursuant to the Agreement, we were required to pay an aggregate settlement amount of $2.0 million and issue a total of 1,700,000 shares of common stock. Upon the debt restructurings, we recognized a gain of $3.07 million which was recorded as gain on debt restructuring on the unaudited condensed consolidated statement of operations and comprehensive loss. The increase in net other income was also attributable to the absence of litigation-related compensation paid to FT Global during the nine months ended September 30, 2024, and no such cost was incurred during same period this year.

~~Not~~Net ~~applicable.~~loss from continuing operations

~~Item~~For 4the nine months ended September 30, 2025, our net loss from continuing operations was $31,058,936, representing an increase of $22,691,525, or 271.19%, ~~Controls~~as ~~and~~compared ~~Procedures~~to the same period last year. The increase was primarily due to the increase in operating expenses, as discussed above.

~~Disclosure Controls~~Gain ~~and~~on ~~Procedures~~ disposal of discontinued operations

~~Our~~Gain ~~management,~~on ~~with~~disposal ~~the~~of ~~participation~~discontinued ofoperation ~~our~~was ~~Chief~~$28.24 ~~Executive~~million ~~Officer~~for ~~and~~the ~~Chief~~nine ~~Financial~~months ~~Officer,~~ended ~~our~~September ~~principal~~30, ~~executive~~2025, ~~officer~~which ~~and~~was ~~principal~~related ~~interim~~to ~~financial officer, respectively, evaluated~~ the ~~effectiveness~~transfer of ~~our~~FTFT ~~disclosure~~UK ~~controls~~LIMITED, ~~and~~FTFT ~~procedures~~Finance asUK ~~defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act~~Limited, asFuture ofFintech ~~the~~Digital ~~end~~Number ofOne ~~the period covered by this report. Disclosure controls and procedures include~~US, ~~without limitation~~LP, ~~controls~~Future ~~and~~Fintech ~~procedures designed~~Digital toNumber ~~provide~~One ~~reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded~~Offshore, ~~processed~~LLC(Cayman), ~~summarized~~Future ~~and~~Fintech ~~reported~~Digital ~~within~~Number ~~the~~One ~~time periods specified in the SEC’s rules and forms~~GP, ~~and that such~~ ~~information~~LLC ~~is accumulated and communicated to our management~~(USA), ~~including~~FTFT ~~our~~Digital ~~Chief~~Number ~~Executive Officer and Chief Financial Officer~~One, ~~as appropriate~~Ltd.(Cayman), to ~~allow~~Future ~~timely~~FinTech ~~decisions~~Labs ~~regarding required disclosure. Based on this evaluation~~Inc, ~~our~~Future ~~Chief~~Fintech ~~Executive~~Digital ~~Officer and Chief Financial Officer concluded that~~Capital, asFTFT ofCAPITAL ~~June 30~~INVESTMENTS, ~~2025, our disclosure controls and procedures were not effective due to a material weakness in our internal~~DigiPay ~~control~~FinTech ~~over financial reporting. Specifically~~Limited, weDCON ~~currently~~DigiPay ~~lack~~Limited-JPN ~~sufficient accounting personnel with the appropriate level of knowledge, experience~~ and ~~training~~Global inKey ~~U.S.~~Shared ~~GAAP~~Mall ~~and SEC reporting requirements~~Ltd.

WeEarnings ~~have~~(loss) ~~taken,~~per 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 have adopted and are continuously 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 implementing 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.Share

~~Changes~~For the nine months ended September 30, 2025, basic and diluted loss per share from continuing operations were both $8.03, as compared to ~~Internal~~loss ~~Control~~per ~~over~~share ~~Financial~~of ~~Reporting~~ $4.20 (both basic and diluted) for the same period last year. For the nine months ended September 30, 2025, basic and diluted earnings per share from discontinued operations was $6.82 and $6.81, respectively, as compared to loss per share of $0.80 (both basic and diluted) for the same period last year.

~~Other~~Liquidity ~~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)~~Capital ~~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.~~Resources

35We currently finance our business operations primarily through convertible notes and the sale of our common stock. Our current cash primarily consists of cash on hand and cash in bank. As of September 30, 2025, we had cash and cash equivalents of $6.89 million, representing an increase of $2.13 million from $4.77 million as of December 31, 2024.

~~PART~~Working ~~II. OTHER INFORMATION~~Capital

~~Item~~Our 1working capital has historically been generated from our operating cash flows, advances from our customers and convertible notes. ~~Legal~~Our ~~Proceedings~~working capital was $40.54 million as of September 30, 2025, an increase of $32.94 million from working capital of $7.60 million as of December 31, 2024, mainly due to the increase in current assets, such as cash and cash equivalent and investment funds, and decrease in current liabilities, such as accrued expenses and other payables.

~~Legal case with FT Global Litigation~~44

InCash January 2021, FT Global Capital, Inc., a former placement agent of the Company, filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia, and served the complaint that same month. The Company has previously reported developments related to this matter in its filings with the Securities EC, including without limitation, its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Form 10-K for the fiscal year ended December 31, 2022, Form 10-K for the fiscal year ended December 31, 2023, Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the fiscal quarter ended on March 31, 2025.Flows

OnThe ~~June~~following ~~17,~~table ~~2025,~~sets ~~the~~forth ~~Company entered into~~ a ~~Settlement and~~summary ~~Forbearance Agreement with FT Global to resolve four federal court judgments totaling approximately $4.0 million in cash. In addition, the Company agreed to issue 340,000 shares~~ of ~~its common stock to FT Global and 60,000 shares to its legal counsel, and to issue rights~~our ~~entitling~~cash FTflows Global to receive up to 1.3 million additional shares of common stock, with 650,000 eligible no earlier than six months after signing (Series A Right) and 650,000 eligible no earlier than twelve months after signing (Series B Right). The Company has issued 400,000 shares of common stock in accordance with the foregoing. Under the agreement, FT Global agreed to suspend enforcement actions in exchange for ~~a structured cash settlement and~~ the ~~issuance~~periods ~~of shares.~~indicated:

The Company’s obligations include instalment payments over 18 months and the issuance of shares pursuant to a court order under Section 3(a)(10) of the Securities Act. The agreement also includes mutual releases and requires the Company to remain current in its SEC filings and maintain its listing on a national securities exchange. Additional details are included in the Company’s Current Report on Form 8-K filed on June 20, 2025.

	Nine months ended September 30,
	2025			2024
Net cash used in operating activities from continuing operations	$	(28,707,319	)	$	(15,915,005	)
Net cash provided by operating activities from discontinued operations		28,349,426			2,971,055
Net cash used in investing activities from continuing operations		(29,035,242	)		(1,025,101	)
Net cash provided by financing activities from continuing operations		31,828,548			2,409,280
Effect of exchange rate change on cash and cash equivalents		(310,054	)		471,090
Net increase (decrease) in cash and cash equivalents		2,125,359			(11,088,681	)
Cash and cash equivalents, beginning of period		4,765,865			16,159,657
Cash and cash equivalents, end of period	$	6,891,224		$	5,070,976

~~Shareholders Lawsuit~~Operating ~~(LaBelle and Janzen)~~ Activities

~~The~~Net ~~LaBelle~~cash ~~case~~used ~~is a putative securities class action filed~~ in ~~January~~operating ~~2024~~activities ~~and~~from iscontinuing ~~pending~~operations inamounted to ~~the District of New Jersey~~$28. ~~Denise~~71 ~~LaBelle~~million ~~(“Plaintiff”)~~for ~~alleges that~~ the ~~Company~~nine ~~and~~months ~~certain~~ended ofSeptember ~~its~~30, ~~officers~~2025, ~~violated~~primarily ~~Sections~~due ~~10(b~~to i) ~~and 20(~~a) ofnet ~~the~~loss ~~Securities~~from ~~Exchange~~continuing ~~Act~~operations byof ~~making~~$31.06 ~~materially false or~~million ~~misleading~~adjusted ~~statements~~for innon-cash ~~the~~activities ~~company’s~~including ~~public~~allowance ~~filings~~for ~~and~~credit ~~disclosures~~losses/doubtful ~~relating~~accounts toof ~~the~~$29.42 ~~former~~million, ~~Chief~~gain ~~Executive~~on ~~Officer~~debt restructuring of ~~the Company Mr~~$3.07 ~~Shanchun~~million ~~Huang~~ and ~~charges~~share-based ~~filed~~payments byof ~~the SEC against Mr~~$1.09 ~~Shanchun~~million, ~~Huang~~and ~~with~~ii) ~~manipulative~~net ~~trading~~changes in ~~the~~our ~~stock~~operating ofassets ~~the~~and ~~Company~~liabilities, ~~using~~which mainly aninclude ~~offshore~~a) ~~account~~an ~~shortly~~increase ~~before~~in heother ~~became~~receivables ~~the~~of ~~Company’s~~$27.60 ~~CEO~~million, inb) ~~2020~~a ~~and~~decrease ~~failing~~in toaccrued ~~disclose~~expenses ~~his~~and ~~beneficial~~other ~~ownership. Mr. Huang~~payables ~~has denied the allegations~~ of ~~trading before he became CEO~~$1. ~~Plaintiff~~52 ~~claims that these alleged misstatements caused the Company’s~~million, ~~stock~~which towas ~~trade~~partially atoffset ~~artificially~~by ~~inflated~~a) ~~prices,~~an ~~harming~~increase ~~investors~~in ~~when~~accounts ~~the~~payable ~~truth~~of ~~was revealed~~$1.36 ~~The~~million, ~~lead~~b) ~~plaintiff~~an ~~and~~increase ~~lead~~in ~~counsel~~advances ~~were appointed~~from incustomers ~~September~~of ~~2024~~$0. ~~The~~98 million, ~~Company~~c) ~~was~~an ~~served~~increase in ~~September~~other ~~2024.~~non-current Onliabilities ~~July~~of ~~28,~~$1.09 ~~2025~~million, ~~the~~d) ~~Plaintiff~~a ~~filed~~decrease anin ~~amended~~accounts ~~complaint, which~~receivable ~~the~~of ~~Company~~$0.59 ~~and other defendants intend to move to dismiss~~million.

~~The~~Net ~~Janzen~~cash ~~action~~used isin aoperating ~~consolidated~~activities ~~shareholder~~from continuing ~~derivative~~operations ~~case~~amounted ~~filed~~to by$15.92 ~~Jeff~~million ~~Janzen~~for onthe ~~May~~nine 31months ended September 30, 2024, ~~also~~primarily ~~pending~~due into ~~the~~i) ~~District~~a ofnet ~~New~~loss ~~Jersey,~~from ~~brought~~continuing ~~nominally~~operations of on$8.37 ~~behalf~~million ofadjusted ~~Future FinTech.~~for ~~Plaintiff~~non-cash ~~alleges~~activities ~~that~~including ~~certain~~allowance ~~current~~for ~~and~~credit ~~former~~losses/doubtful ~~officers~~accounts ~~and~~of ~~directors~~$3.83 ~~breached~~million, ~~fiduciary~~and ~~duties~~ii) bynet changes ~~allowing~~in orour ~~failing~~operating ~~to prevent~~assets ~~the~~and ~~same~~liabilities, ~~alleged~~which ~~misconduct~~mainly atinclude ~~issue~~a) an increase in ~~LaBelle,~~advances ~~including~~to ~~mismanagement~~suppliers and ~~misleading~~other ~~public~~current ~~disclosures~~assets of $8.11 ~~The~~million, ~~derivative~~b) ~~case has~~an ~~been~~increase ~~stayed~~in byother ~~stipulation,~~receivables ~~pending resolution~~ of ~~the~~$5.25 ~~anticipated~~million, ~~motion~~c) toa ~~dismiss~~decrease in ~~LaBelle,~~accounts ~~but~~payable ~~plaintiff~~of ~~has~~$1.54 ~~reserved~~million, ~~the~~which ~~right~~was topartially ~~participate~~offset inby ~~mediation~~a ~~and~~decrease ~~settlement~~in ~~discussions~~accounts ~~relating~~receivable toof ~~the~~$2.74 ~~class action~~million.

36Investing Activities

~~Item~~Net 1Acash used in investing activities from continuing operations amounted to $29.04 ~~Risk~~million ~~Factors~~for the nine months ended September 30, 2025, primarily due to prepayment for a business acquisition of $29.87 million, which was partially offset by repayment from debt investment of $0.70 million.

~~Not~~Net ~~applicable~~cash used in investing activities from continuing operations amounted to $1.03 million for the nine months ended September 30, 2024, primarily due to payment for debt investments of $1.80 million, which was partially offset by repayment from short term investment of $0.95 million.

~~Item~~Financing ~~2. Unregistered Sales of Equity Securities and Use of Proceeds~~Activities

~~The Company~~Net ~~did~~cash ~~not~~provided ~~make~~by ~~any~~financing ~~sales~~activities offrom ~~unregistered~~continuing ~~securities~~operations amounted ~~during~~to $31.83 million for the ~~six~~nine months ended ~~June~~September 30, 2025, ~~that~~primarily ~~were~~consisting ~~not~~of ~~previously~~i) ~~disclosed~~proceeds from the issuance of common instock, anet ~~quarterly~~of ~~report~~issuance oncosts ~~Form~~of ~~10-Q~~$30.00 ormillion, aii) ~~current~~proceeds ~~report~~from onconvertible ~~Form~~notes ~~8-K~~payables of $1. 80 million.

~~Item~~Net 3cash provided by financing activities from continuing operations amounted to $2.41 ~~Defaults~~million ~~upon~~for ~~Senior~~the ~~Securities~~nine months ended September 30, 2024, primarily consisting of proceeds from the issuance of common stock, net of issuance costs of $2.58 million, which was partially offset by repayment of amounts due to related parties of $0.10 million.

~~None.~~Contractual Obligations

~~Item~~The 4.Company ~~Mine~~has ~~Safety~~no ~~Disclosure~~long-term fixed contractual obligations or commitments other than leases that are disclosed in Note 8 in the notes to our consolidated financial statements.

~~Not~~Off-balance ~~applicable.~~sheet arrangements

~~Item~~As 5.of ~~Other~~September ~~Information~~30, 2025, we did not have any off-balance sheet arrangements.

~~None.~~45

Item 63. ~~Exhibits~~Quantitative and Qualitative Disclosures about Market Risk

Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended*
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Not applicable.

*Item ~~filed~~4. ~~herewith~~Controls and Procedures

+Disclosure ~~Furnished~~of ~~herewith~~Controls and Procedures

37Our 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 September 30, 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.

~~SIGNATURES~~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 have adopted and are continuously implementing policies, procedures and practices recommended in the report of the consultant and have arranged internal control training 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 are necessary.

~~Pursuant~~Changes to ~~the~~Internal ~~requirements~~Control ofover ~~the Securities~~Financial ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Reporting

	FUTURE FINTECH GROUP INC.
	By:	/s/ Hu Li
		Hu Li
		Chief Executive Officer
		(Principal Executive Officer)
		August 19, 2025
	By:	/s/ Ting Alina Oyang
		Ting Alina Oyang
		Chief Financial Officer
		(Principal Financial and Accounting Officer)
		August 19, 2025

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.

3846

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us-gaap:SubsequentEventMember 2025-07-28 2025-07-28 xbrli:shares iso4217:USD iso4217:USD xbrli:shares iso4217:HKD iso4217:CNY xbrli:pure

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, there have been no material changes in our risk factors from those previously disclosed in our Annual Report on Form 10-K filed with the SEC on April 15, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not make any sales of unregistered securities during the nine months ended September 30, 2025 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description
3.1		Third Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on September 5, 2025)
3.2		Amended and Restated Bylaws of Future FinTech Group Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 26, 2025)
10.1		Form Securities Purchase Agreements dated July 24, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 31, 2025)
10.2		Form Pre-Paid Securities Purchase Agreements dated July 28, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on July 31, 2025)
10.3		Form Pre-Paid Purchase#1 Agreement dated July 28, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on July 31, 2025)
10.4		Form Registration Rights Agreement dated July 28, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on July 31, 2025)
10.5		Form Pre-Paid Purchase#2 Agreement dated September 22, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 26, 2025)
10.6		Waiver Letter dated September 22, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 26, 2025)
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended*
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
32.1+		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2+		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS*		Inline XBRL Instance Document*
101.SCH*		Inline XBRL Taxonomy Extension Schema Document*
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*	filed herewith

+	Furnished herewith

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)

		November 14, 2025

	By:	/s/ Ting Alina Oyang
		Ting Alina Oyang
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

		November 14, 2025

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