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 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 at July 23, 2025
Common Stock, $0.001 par value per share		3,450,770

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	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION		36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults upon Senior Securities	37
Item 4.	Mine Safety Disclosure	37
Item 5.	Other Information	37
Item 6.	Exhibits	37
SIGNATURES		38

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(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

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

Future Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months ended June 30, 2024

	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

Three Months ended June 30, 2025

	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

Six Months ended June 30, 2024

	Common stock				Additional paid-in		Statutory		Accumulated			Accumulative other comprehensive			Non-controlling
	Shares		Amount		capital		reserve		Deficts			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		-		-		-		-		(4,150,649	)		-			-			(4,150,649	)
Net loss from discontinued operations		-		-		-		-		(1,582,969	)		-			(34,454	)		(1,617,423	)
Issuance of common stocks-cash		215,054		215		2,580,428		-		-			-			-			2,580,643
Disposition of discontinued operation		-		-		-		-		645,437			47,453			-			692,890
Foreign currency translation adjustment		-		-		-		-		-			(208,345	)		-			(208,345	)
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

Six Months ended June 30, 2025

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

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	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

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

FUTURE FINTECH GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. CORPORATE INFORMATION

Future FinTech Group Inc. (the “Company”) is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing services and trading in China. The Company also expanded into brokerage and investment banking business in Hong Kong. The Company had a contractual 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.

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 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 reverse stock split would be reflected in the Company’s June 30, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2025 and the results of operations and cash flows for the periods ended June 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 six months ended June 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.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with 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.

Discontinued Operations

On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered.

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

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.

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.

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

Based on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.

Segment Information Reclassification

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

Uses of Estimates in the Preparation of Financial Statements

The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but not limited to, the expected credit losses for receivables, estimated useful life and residual value of property, plant and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s condensed consolidated financial statements.

Going Concern

The Company’s financial statements are prepared assuming that the Company will continue as a going concern.

The Company incurred operating losses and had negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. The Company’s operating losses amounted $29.09 million, and it had negative operating cash flows amounted $27.73 million as of June 30, 2025. These factors raise substantial doubts about the Company’s ability to continue as a going concern. The Company has raised funds through issuance of convertible notes and common stock.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Impairment of Long-Lived Assets

In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Fair Value of Financial Instruments

The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:

Level 1

Quoted prices in active markets for identical assets or liabilities.

Level 2

Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3

Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.

The Company’s cash and cash equivalents and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market price.

Earnings Per Share

Under ASC 260-10, Earnings Per Share, basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period.

Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants. Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted EPS computation. The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table.

For the six months ended June 30, 2025:

	Income			Share		Pre-share amount

Loss from continuing operations attributable to Future Fintech Group, Inc.	$	(29,093,624	)		2,832,375	$	(10.27	)
Income from discontinued operations attributable to Future Fintech Group, Inc.		26,372,056			2,832,375		9.31

Basic EPS:
Loss to common stockholders from continuing operations		(29,093,624	)		2,832,375		(10.27	)
Income available to common stockholders from discontinued operations	$	26,372,056			2,832,375	$	9.31

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.		(29,093,624	)		2,836,586	$	(10.27	)
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

For the six months ended June 30, 2024:

	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	)

For the three months ended June 30, 2025:

	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		-

For the three months ended June 30, 2024:

	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	)

Cash and Cash Equivalents

Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.

Deposits in banks in the PRC are only insured by the government up to RMB500,000, 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.

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

Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the 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.

Receivable and Credit Losses

Accounts 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 maintain an allowance for potential bad debts if required.

Other receivables, and loan receivables are recognized and carried at the initial amount when occurred less an allowance for 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 receivable.

Allowances for 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.

Direct write-offs are 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.

The Company has assessed its accounts receivable including credit term and corresponding all its accounts receivables as of June 30, 2025. Bad debt expense was $28,762,566 and $443,094 during the six months ended June 30, 2025 and 2024, respectively. Accounts receivables of $1.33 million and $1.15 million have been outstanding for over 90 days as of June 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

The Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. 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.

The Company does not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax.

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and steel

The Company recognizes revenue when the receipt of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer. Revenue was $1,341 and $506,438 during the six months ended June 30, 2025 and 2024, respectively.

Sales of fast-moving consumer goods

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.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Depreciation related to property, plant and equipment used in production is reported in cost of sales, and includes amortized amounts related to capital leases. The Company estimated that the residual value of the Company’s property and equipment ranges from 3% to 5%. Property, plant and equipment are depreciated over their estimated useful lives as follows:

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

Intangible Assets

Acquired intangible assets are recognized based on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s book. These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would use if they were pricing the intangible asset. The useful life of the Company’s intangible assets is ten years, which is determined by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.

Foreign Currency and Other Comprehensive Income (Loss)

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

The exchange rate 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.

The exchange rate the Company used to convert HKD to USD was 7.85:1 and 7.76:1 at the balance sheet dates of June 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 7.79:1 and 7.82:1 for six months ended June 30, 2025 and 2024, respectively.

Translation adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment).

Government subsidies

Government subsidies primarily consist of financial subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. For certain government subsidies, there are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. The government subsidies of operating nature with no further conditions to be met are recorded of operating expenses in “Other income” in the unaudited condensed consolidated statements of operations and comprehensive income (loss) when received.

The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

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

Short-term investments

Short-term investments consist primarily of investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and other investments that the Company has the intention to redeem within one year. Fair valued or carried at amortized costs. As of June 30, 2025 and December 31, 2024, the short-term investments amounted to $1,397 and $1,391, respectively.

Long-term investments

Long-term investments consist primarily of investments in debt investment with original maturities between three years and more. Fair valued or carried at amortized costs. As of June 30, 2025 and December 31, 2024, the long-term investments amounted to $1.05 million and $1.53 million, respectively. Due to the Company has received repayment $0.48 million (RMB3.5 million) debt investment, the Company did not recognize an impairment.

Lease

The Company adopted ASU No. 2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020. The Company determines if an arrangement is a lease or contains a lease at lease 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 the Company’s leases do not provide an implicit rate, the Company estimates the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. the Company’s leases often include options to extend and lease terms include such extended terms when the Company is reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when the Company is reasonably certain not to exercise those options.

Share-based compensation

The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.

New Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” This ASU expands required public entities’ segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023 07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this guidance effective July 1, 2024 and the adoption of this ASU is not expected to have a material impact on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company adopted this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed consolidated financial statements.

3. ACCOUNTS RECEIVABLE

Accounts receivable, net, consist of the following:

	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

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

	June 30,			December 31,
	2025			2024

Debtor A		24.2	%		34.6	%
Debtor B		22.7	%		19.0	%
Debtor C		19.1	%		17.8	%
Total accounts receivable, net		66.0	%		71.4	%

4. OTHER RECEIVABLES

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

As of December 31, 2024, the balance of other receivables was $1.49 million deposit paid and prepayments to third parties.

5. LOAN RECEIVABLES

As of June 30, 2025, the balance of loan receivables was $6.98 million, which were from 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.

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. As of June 30, 2025, the balance of loan receivables was $4.89 million.

As of December 31, 2024, the balance of loan receivables was $7.09 million, which was from a 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 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.

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 $4.86 million (RMB35 million) 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 of loan receivables was $4.85 million.

On August 29, 2024, Future Supply Chain (Xi’an) Co., Ltd entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, Future Supply Chain (Xi’an) Co., Ltd loaned an amount of $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.

6. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS

The amount of advances to suppliers and other current assets consisted of the followings:

	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

7. LEASES

The Company’s non-cancellable operating leases consist of leases for office space. The Company is the lessee under the terms of the operating leases. For the six months ended June 30, 2025, the operating lease cost was $0.09 million.

The Company’s operating leases have remaining lease terms of approximately 19 months. As of June 30, 2025, the weighted average remaining lease term and weighted average discount rate were 1.60 years and 4.88%, respectively.

Maturities of lease liabilities were as follows:

	Operating
As of June 30,	Lease
From July 1, 2025 to June 30, 2026	$	202,391
From July 1, 2026 to June 30, 2027		108,989
Total	$	311,380
Less: amounts representing interest	$	10,234
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. 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.

8. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	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

Depreciation expense included in general and administration expenses for the six months ended June 30, 2025 and 2024 was $50,971 and $60,300, respectively. Depreciation expense included in cost of sales for the six months ended June 30, 2025 and 2024 was $0 and $0, respectively.

9. INTANGIBLE ASSETS

Intangible assets consist of the following:

	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

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.

The estimated amortization is as follows:

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

Type 1 and Type 2 licenses by Hong Kong Securities and Futures Commission have no expiration date and do not require amortization, amount was $128,560 and $128,824.

10. ACCOUNT PAYABLES

The amount of account payables were consisted of the followings:

	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

11. ACCRUED EXPENSES AND OTHER PAYABLES

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

	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

In January 2021, FT Global Capital, Inc. (“FT Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia. FT Global served the complaint upon the Company in January 2021. In the complaint, FT Global alleges claims, most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months. FT Global claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent agreement. On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding FT Global $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.

12. CONVERTIBLE NOTES PAYABLE

The amount of convertible notes payable consisted of the followings:

	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

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.

13. RELATED PARTY TRANSACTION

As of June 30, 2025, the amounts due from the related parties were consisted of the followings:

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

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

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

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

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

The related party transactions have been approved by the Company’s Audit Committee.

14. INCOME TAX

The Company is incorporated in the United States of America and is subject to United States federal taxation. The applicable tax rate is 21% in 2025 and 2024. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the six months ended June 30, 2025 and 2024. For the six months ended June 30, 2025 and 2024, the Company had current income tax expenses of nil, respectively.

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the years ended June 30, 2025, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries.

The amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.

The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.

The Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, the Company has not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

Effective on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 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 laws. The applicable tax rate is 16.5% in Hong Kong.

Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

		June 30, 2025				June 30, 2024

SEC Form 10-Q filed by Future FinTech Group Inc.