Quarterly Report (10-q)

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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 September 30, 2021

 

or

 

☐ 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 001-38308

 

Fortune Valley Treasures, Inc.

(Exact name of registrant issuer as specified in its charter)

 

Nevada		32-0439333
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

B1601 Dongfang Yinxiang Building,

No. 139 Liansheng Road, Humen Town

Dongguan, Guangdong, China 523000

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (86) 755-86961405

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share

 

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 issuer 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 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, a smaller reporting company, or an emerging growth company. See 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 ☒

 

As of November 15, 2021, there were 15,655,038 shares, par value $0.001, of the registrant’s common stock outstanding.

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	3
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	19
PART II	OTHER INFORMATION	21
ITEM 1	LEGAL PROCEEDINGS	21
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4	MINE SAFETY DISCLOSURES	21
ITEM 5	OTHER INFORMATION	21
ITEM 6	EXHIBITS	21
SIGNATURES		22

 

2

 

PART I - FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

 

		September 30, 2021				December 31, 2020
		(Unaudited)
Assets
Current assets
Cash and cash equivalents		$	150,189			$	249,837
Accounts receivable			2,003,170				2,468,038
Inventories			353,549				144,565
Prepayments and other current assets			2,352,728				383,808
Due from related parties			27,025				984,806
Total current assets			4,886,661				4,231,054
Non-current assets
Deposits paid			1,883,447				671,921
Property and equipment, net			149,213				47,815
Operating lease right-of-use assets			400,415				153,251
Operating lease right-of-use assets, related parties			100,991				160,013
Intangible assets, net			2,444,493				3,028,490
Goodwill			1,386,323				1,368,915
Total Assets		$	11,251,543			$	9,661,459
Liabilities and Stockholders’ Equity
Current liabilities
Operating lease obligations – current		$	134,589			$	67,915
Operating lease obligations, related parties - current			25,304				160,238
Accounts payable			321,528				251,541
Accrued liabilities			121,451				277,531
Income tax payable			222,183				321,670
Customer advances			538,829				580,151
Due to related parties			744,231				337,400
Total current liabilities			2,108,115				1,996,446
Non-current liabilities
Operating lease obligations – non-current			258,580				85,764
Operating lease obligations, related parties – non-current			81,304				93,332
Bank and other borrowings			224,259				254,266
Total Liabilities			2,672,258				2,429,808
Stockholders’ Equity
Common stock (150,000,000 shares authorized, 15,655,038 issued and outstanding as of September 30, 2021 and December 31, 2020)*			15,655				15,655
Additional paid in capital*	*		11,061,233				11,061,233
Accumulated deficit			(3,231,700	)			(4,341,417	)
Accumulated other comprehensive income			394,351				300,265
Total Fortune Valley Treasures, Inc. stockholders’ equity			8,239,539				7,035,736
Noncontrolling interests			339,746				195,915
Total Stockholders’ Equity			8,579,285				7,231,651
Total Liabilities and Stockholders’ Equity		$	11,251,543			$	9,661,459

 

*	Given effect of the Reverse Stock Split, see Note 10.

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

3

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

 

		2021				2020				2021				2020
		Three months ended September 30,								Nine months ended September 30,
		2021				2020				2021				2020
						(Restated)								(Restated)
Revenues from related parties		$	782			$	1,957			$	13,046			$	1,957
Revenues from third parties			2,004,608				281,603				5,461,848				372,830
Net Revenues			2,005,390				283,560				5,474,894				374,787
Cost of revenues			875,418				245,504				2,402,685				299,847
Gross profit			1,129,972				38,056				3,072,209				74,940
Other operating income			-				-				166				-
Operating expenses:
Selling and distribution expenses			21,964				1,530				69,122				1,530
General and administrative expenses			499,928				183,571				1,431,377				422,063
Operating income (loss)			608,080				(147,045	)			1,571,876				(348,653	)
Other income (expense):
Other income			2,309				78,525				2,429				80,631
Interest income			203				16				851				96
Interest expense			(4,327	)			(5,221	)			(13,814	)			(10,201	)
Other income (expense), net			(1,815	)			73,320				(10,534	)			70,526
Income (loss) before income tax			606,265				(73,725	)			1,561,342				(278,127	)
Income tax expense			156,402				3,415				319,024				3,415
Net income (loss)		$	449,863			$	(77,140	)		$	1,242,318			$	(281,542	)
Less: Net income (loss) attributable to noncontrolling interests			59,875				(2,518	)			132,601				(17,187	)
Net income (loss) attributable to Fortune Valley Treasures, Inc.			389,988				(74,622	)			1,109,717				(264,355	)
Other comprehensive income:
Foreign currency translation gain			23,945				49,945				105,316				55,228
Total comprehensive income (loss)			473,808				(27,195	)			1,347,634				(226,314	)
Less: comprehensive income (loss) attributable to noncontrolling interests			63,637				(1,864	)			143,831				(16,830	)
Comprehensive income (loss) attributable to Fortune Valley Treasures, Inc.		$	410,171			$	(25,331	)		$	1,203,803			$	(209,484	)
Earnings (loss) per share
Basic and diluted earnings (loss) per share*		$	0.03			$	(0.01	)		$	0.08			$	(0.02	)
Basic and diluted weighted average shares outstanding*			15,655,038				15,387,632				15,655,038				15,387,632

 

*	Given effect of the Reverse Stock Split, See Note 10.

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

4

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

 

		Number of shares				Amount				Paid-in Capital				Comprehensive Income				Accumulated Deficit				controlling Interests				Stockholders’ Equity
		Common Stock*								Additional				Accumulated Other								Non				Total
		Number of shares				Amount				Paid-in Capital*				Comprehensive Income				Accumulated Deficit				controlling Interests				Stockholders’ Equity
Balance as of December 31, 2020*			15,655,038			$	15,655			$	11,061,233			$	300,265			$	(4,341,417	)		$	195,915			$	7,231,651
Common stock subscribed amount
Noncontrolling interests arising from acquisition of subsidiary
Net income			-				-				-				-				305,254				30,320				335,574
Foreign currency translation adjustment			-				-				-				(6,067	)			-				(603	)			(6,670	)
Balance as of March 31, 2021*			15,655,038			$	15,655			$	11,061,233			$	294,198			$	(4,036,163	)		$	225,632			$	7,560,555
Net income			-				-				-				-				414,475				42,406				456,881
Foreign currency translation adjustment			-				-				-				79,970				-				8,071				88,041
Balance as of June 30, 2021*			15,655,038			$	15,655			$	11,061,233			$	374,168			$	(3,621,688	)		$	276,109			$	8,105,477
Net income			-				-				-				-				389,988				59,875				449,863
Foreign currency translation adjustment			-				-				-				20,183				-				3,762				23,945
Balance as of September 30, 2021*			15,655,038			$	15,655			$	11,061,233			$	394,351			$	(3,231,700	)		$	339,746			$	8,579,285

 

*	Given effect of the Reverse Stock Split, see Note 10.

 

		Common Stock*								Additional				Accumulated Other								Non				Total
		Number of shares				Amount				Paid-in Capital*				Comprehensive Income				Accumulated Deficit				controlling Interests				Stockholders’ Deficit
Balance as of December 31, 2019*			15,387,632			$	15,388			$	292,362			$	17,599			$	(1,085,853	)		$	-			$	(760,504	)
Net loss			-				-				-				-				(102,568	)			-				(102,568	)
Foreign currency translation adjustment			-				-				-				7,218				-				-				7,218
Balance as of March 31, 2020*			15,387,632			$	15,388			$	292,362			$	24,817			$	(1,188,421	)		$	-			$	(855,854	)
Noncontrolling interests arising from acquisition of subsidiary			-				-				-				-				-				17,042				17,042
Net loss			-				-				-				-				(87,165	)			(14,669	)			(101,834	)
Foreign currency translation adjustment			-				-				-				(1,638	)			-				(297	)			(1,935	)
Balance as of June 30, 2020*			15,387,632			$	15,388			$	292,362			$	23,179			$	(1,275,586	)		$	2,076			$	(942,581	)
Beginning balance, value			15,387,632			$	15,388			$	292,362			$	23,179			$	(1,275,586	)		$	2,076			$	(942,581	)
Noncontrolling interests arising from acquisition of subsidiary (Restated)			-				-				-				-				-				549,033				549,033
Net loss (Restated)			-				-				-				-				(74,622	)			(2,518	)			(77,140	)
Net income (loss)			-				-				-				-				(74,622	)			(2,518	)			(77,140	)
Foreign currency translation adjustment (Restated)			-				-				-				49,291				-				654				49,945
Balance as of September 30, 2020* (Restated)			15,387,632			$	15,388			$	292,362			$	72,470			$	(1,350,208	)		$	549,245			$	(420,743	)
Ending balance, value			15,387,632			$	15,388			$	292,362			$	72,470			$	(1,350,208	)		$	549,245			$	(420,743	)

 

*	Given effect of the Reverse Stock Split, see Note 10.

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

5

 

FORTUNE VALLEY TREASURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

 

		2021				2020
		Nine months ended September 30,
		2021				2020
						(Restated)
Cash flows from operating activities
Net income (loss)		$	1,242,318			$	(281,542	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense			638,099				78,629
Non-cash lease expense			83,211				87,351
Changes in operating assets and liabilities
Accounts receivable			494,352				(121,170	)
Inventories			(206,348	)			(92,804	)
Prepayments and other current assets			(1,956,481	)			(139,492	)
Deposits paid			(1,198,351	)			-
Accounts payable			66,530				87,045
Customer advances			(48,514	)			8,498
Accrued liabilities			373,916				25,627
Income tax payable			(103,180	)			-
Operating lease obligations			(97,752	)			(15,743	)
Net cash used in operating activities			(712,200	)			(363,601	)
Cash flows from investing activities
Repayment of advance to related parties			3,642,059				168
Advance to related parties			(3,136,194	)			(12,099	)
Purchase of intangible asset			(23,488	)			-
Purchase of property and equipment			(119,446	)			(56,852	)
Proceeds from acquisition of subsidiary			-				7,672
Net cash provided by (used in) investing activities			362,931				(61,111	)
Cash flows from financing activities
Borrowings from related parties			1,867,770				561,107
Borrowings from and repayments to bank loans, net			(33,112	)			99,981
Repayments to related parties			(1,622,380	)			(194,902	)
Net cash provided by financing activities			212,278				466,186
Effect of exchange rate changes on cash and cash equivalents			37,343				(56,514	)
Net changes in cash and cash equivalents			(99,648	)			(15,040	)
Cash and cash equivalents–beginning of the period			249,837				38,137
Cash and cash equivalents–end of the period		$	150,189			$	23,097
Supplementary cash flow information:
Interest paid		$	13,814			$	10,201
Income taxes paid		$	446,755			$	-
Non-cash investing and financing activities
Expenses paid by related parties on behalf of the Company		$	532,912			$	277,081
Remeasurement of operating lease obligation and right-of-use asset due to lease termination		$	40,888			$	-
Operating lease right-of-use assets obtained in exchange for operating lease obligations		$	307,550			$	172,022
Shares payable for acquisition of subsidiary		$	-			$	9,773,989

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

6

 

FORTUNE VALLEY TREASURES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Fortune Valley Treasures, Inc. (formerly Crypto-Services, Inc.) (“FVTI” or the “Company”) was incorporated in the State of Nevada on March 21, 2014. The Company’s current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors, and drinking water distribution and delivery are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

 

On April 11, 2018, the Company entered into a share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”) and its shareholders: 1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd. and 3.) China Kaipeng Group Co., Ltd whereby the Company newly issued 300,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer.

 

On March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the shares of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles. The transaction closed on March 1, 2019. Pursuant to the SP Agreement, the Company issued 100 shares of its common stock to JJGS to acquire 100% of the shares of JJGS for a cost of $150. After the closing, JJGS became the Company’s wholly owned subsidiary. JJGS owns all of the equity interest of Jiujiu (HK) Industry Limited (“JJHK”) and Jiujiu (Shenzhen) Industry Co., Ltd. (“JJSZ”). JJGS and JJHK are holding companies and conduct business through their operating subsidiary, JJSZ, which engages in retail and wholesale distribution of wine products.

 

On June 22, 2020, the Company entered into a sale and purchase agreement along with Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd., a company incorporated in China and a wholly-owned subsidiary of FVTI (“QHDX”), to acquire 90% of the shares of Dongguan Xixingdao Technology Co., Ltd. (“Xixingdao”), a company incorporated in the PRC, from certain shareholders of Xixingdao in exchange for 243,134 shares (given effect of the Reverse Stock Split, see Note 10) of the Company’s common stock. The Company obtained the control of Xixingdao and Xixingdao became the Company’s subsidiary on August 31, 2020. The shares were issued on December 28, 2020.

 

On January 6, 2021, FVTI, JJGS, Valley Holding Limited (“Valley Holdings”) and Angel International Investment Holdings Limited (the “Valley Holdings Seller”) signed a termination agreement, pursuant to which the parties mutually agreed to terminate the original equity interest transfer agreement signed on March 16, 2020. On the same date, FVTI, DILHK, Valley Holdings and the Valley Holdings Seller entered into a new equity interest transfer agreement, pursuant to which DILHK agreed to purchase 70% of Valley Holdings’ equity interest (the “Valley Holdings Equity Transfer”) from the Valley Holdings seller in consideration of FVTI’s common shares valued at $12 million (subject to adjustments in the event Valley Holdings’ net profit is more than HK$5 million (approximately US$0.6 million) or less than HK$3 million (approximately US$0.4 million) for the fiscal year ended December 31, 2020). As of the date of this filing, the closing of the Valley Holdings Equity Transfer has not occurred.

 

On February 28, 2021, FVTI, QHDX and the original shareholders of Foshan BaiTaFeng Beverage Development Co., Ltd. (“BTF”) signed a termination agreement, pursuant to which the parties mutually agreed to terminate the original equity interest transfer agreement signed on December 31, 2019 (“BTF Agreement”). The BTF Agreement was terminated effective February 28, 2021 and the parties have no further rights or obligations under the BTF Agreement. The parties further agreed to waive their rights to any claims that may arise under the BTF Agreement. As of the date of the termination agreement, no equity interest of BTF had been transferred to QHDX.

 

7

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2021 and 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. The condensed consolidated balance sheet information as of December 31, 2020 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2020, filed with the SEC on April 26, 2021 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.

 

The accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. Although the Company has generated a negative operating cash flow of $712,200 during the nine months ended September 30, 2021, it has reported a net income of $1,242,318. In addition, as of September 30, 2021, the Company had a working capital of $2,778,546. The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended December 31, 2020 a substantial doubt about the Company’s ability to continue as a going concern. Based on the Company’s effort in improving its operations and the significant working capital increase as of September 30, 2021, the management believes that the substantial doubt has been alleviated.

 

Basis of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income or loss applicable to noncontrolling interests in subsidiaries is reflected in the consolidated statements of operations.

 

As of September 30, 2021, details of the Company’s major subsidiaries were as follows:

 SCHEDULE OF ENTITIES AND ITS SUBSIDIARIES

Entity Name		Date of Incorporation		Parent Entity		Nature of Operation		Place of Incorporation
DIGLS		July 4, 2016		FVTI		Investment holding		Republic of Seychelles
DILHK		June 22, 2016		DIGLS		Investment holding		Hong Kong, PRC
QHDX		November 3, 2016		DILHK		Investment holding		PRC
FVTL		May 31, 2011		QHDX		Trading of food and platform		PRC
JJGS		August 17, 2017		FVTI		Investment holding		Republic of Seychelles
JJHK		August 24, 2017		JJGS		Investment holding		Hong Kong, PRC
JJSZ		November 16, 2018		JJHK		Trading of food		PRC
Xixingdao		August 28, 2019		QHDX		Drinking water distribution and delivery		PRC
Dongguan City Fu La Tu Trade Ltd (“FLTT”)		September 27, 2020		FVTL		Trading of alcoholic beverages		PRC
Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)		December 2, 2020		FVTL		Trading of alcoholic beverages		PRC
Dongguan City Fu Lai Food Ltd (“FLFL”)		September 27, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Xin Technology Ltd (“FXTL”)		November 12, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Xiang Technology Ltd (“FGTL”)		November 16, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)		November 9, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Yi Beverage Ltd (“FYDL”)		November 12, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Guan Healthy Industry Technology Ltd (“FGHL”)		December 21, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Jing Technology Ltd (“FJTL”)		November 17, 2020		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)		March 29, 2021		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)		March 29, 2021		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)		March 17, 2021		Xixingdao		Drinking water distribution and delivery		PRC
Dongguan City Fu Li Trading Ltd (“FLTL”)		September 10, 2021		Xixingdao		Trading of food, domestic appliance, plastic products		PRC
Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)		June 7, 2021		Xixingdao		Trading of primary agricultural products, household appliances and plastic products; and Software technology development		PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)		September 13, 2021		QHDX		Providing supply chain management service, and trading of food, domestic appliance, and plastic products		PRC

 

8

 

Use of estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to going concern, allowance of doubtful accounts, allowance of deferred tax asset, useful lives and impairment of long-lived assets, and impairment of goodwill. Actual results may differ from these estimates.

 

Reclassification

 

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.

 

Foreign currency translation and re-measurement

 

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

 

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, DILHK, JJGS and JJHK’s functional currency is the U.S. dollar; QHDX, JJSZ and their subsidiaries which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.

 

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

 

	●	Monetary assets and liabilities at exchange rates in effect at the end of each period
	●	Nonmonetary assets and liabilities at historical rates
	●	Revenue and expense items at the average rate of exchange prevailing during the period

 

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

 

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

 

	●	Assets and liabilities at the rate of exchange in effect at the balance sheet date
	●	Equities at the historical rate
	●	Revenue and expense items at the average rate of exchange prevailing during the period

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 SCHEDULE OF FOREIGN CURRENCY EXCHANGE RATE TRANSLATION

		As of and for the nine months ended September 30,
		2021				2020
Period-end RMB:US$1 exchange rate			0.15512				0.14703
Period-average RMB:US$1 exchange rate			0.15452				0.14298

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US dollars at the rates used in translation.

 

9

 

Impairment of long-lived assets other than goodwill

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

 

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

The Company did not recognize any impairment of long-lived assets during the nine months ended September 30, 2021 and 2020.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The Company would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit.

 

During the nine months ended September 30, 2021, the Company did not record any impairment of goodwill.

 

10

 

Revenue recognition

 

The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

	1.	Identify the contract(s) with a customer;
	2.	Identify the performance obligations in the contract;
	3.	Determine the transaction price;
	4.	Allocate the transaction price to the performance obligations in the contract; and
	5.	Recognize revenue when (or as) the entity satisfies a performance obligation.

 

Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

We generate revenue primarily from the sales of wine, water and oil directly to agents, wholesalers and end users. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for shipping and handling fees as a fulfillment cost.

 

The following table provides information about disaggregated revenue based on revenue by product types:

 SCHEDULE OF DISAGGREGATION REVENUE

		Three months ended September 30,								Nine months ended September 30,
		2021				2020				2021				2020
Sales of wine		$	639,635			$	156,340			$	2,036,423			$	247,567
Sales of water			1,099,586				127,220				2,827,732				127,220
Sales of oil			14				-				217,131				-
Others			266,155				-				393,608				-
Total		$	2,005,390			$	283,560			$	5,474,894			$	374,787

 

Contract liabilities

 

Contract liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers or wholesales customers for wines, water and other products prior to them taking possession of the Company’s products. The Company records these receipts as customer advances until the control of the products has been transferred the customers. As of September 30, 2021 and December 31, 2020, the Company had customer advances of $538,829 and $580,151, respectively. During the nine months ended September 30, 2021, the Company recognized $353,033 of customer advances in the opening balance.

 

Related party transaction

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Recent accounting pronouncements adopted

 

In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. On January 1, 2021, the Company adopted ASU 2019-12 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

 

11

 

NOTE 2 - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following as of September 30, 2021 and December 31, 2020:

SCHEDULE OF ACCOUNTS RECEIVABLE 

		September 30, 2021				December 31, 2020
Accounts receivable		$	2,003,170			$	2,468,038
Less: Allowance for doubtful accounts			-				-
Accounts receivable, net		$	2,003,170			$	2,468,038

 

NOTE 3 – PREPAYMENTS AND OTHER CURRENT ASSETS

 

Prepayments and other current assets consisted of the following as of September 30, 2021 and December 31, 2020:

SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 

		September 30, 2021				December 31, 2020
Prepayments		$	2,345,959			$	376,746
Other current assets			6,769				7,062
Total prepayments and other receivables		$	2,352,728			$	383,808

 

As of September 30, 2021 and December 31, 2020, the balance of $2,345,959 and $376,746, respectively, represented the advanced payments to suppliers.

 

NOTE 4 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following as of September 30, 2021 and December 31, 2020:

 SCHEDULE OF PROPERTY AND EQUIPMENT, NET

		September 30, 2021				December 31, 2020
Office equipment		$	113,558			$	69,158
Leasehold improvement			125,161				54,146
Property and equipment			238,719				123,304
Less: Accumulated depreciation			(89,506	)			(75,489	)
Property and equipment, net		$	149,213			$	47,815

 

Depreciation expense, which was included in general and administrative expenses, for the nine months ended September 30, 2021 and 2020 was $14,017 and $14,467, respectively.

 

NOTE 5 – INTANGIBLE ASSETS

 

Intangible assets and related accumulated amortization were as follows:

SCHEDULE OF INTANGIBLE ASSETS 

		September 30, 2021				December 31, 2020
Distributor channel		$	3,181,312			$	3,299,329
Other			8,138				4,105
Total intangible assets			3,189,450				3,303,434
Less: Accumulated amortization			(744,957	)			(274,944	)
Total		$	2,444,493			$	3,028,490

 

Amortization expense for the nine months ended September 30, 2021 and 2020 was $624,082 and $64,162, respectively, included in cost of revenues.

 

Other intangible assets mainly consist of internal-used software under development, which is not yet ready for use.

 

As of September 30, 2021, the future estimated amortization costs for distribution channel are as follows:

 SCHEDULE OF FUTURE AMORTIZATION EXPENSE FOR DISTRIBUTION CHANNELS

2021 (remaining)		$	208,830
2022			835,321
2023			835,321
2024			556,883
Thereafter			-
Total		$	2,436,355

 

12

 

NOTE 6- RELATED PARTY TRANSACTIONS

 

Amounts due from related parties as of September 30, 2021 and December 31, 2020 were as follows:

SCHEDULE OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES 

				September 30, 2021				December 31, 2020
Mr. Yumin Lin		President, Chief Executive Officer, Secretary, Director		$	-			$	45,662
Mr. Kaihong Lin		Chief Financial Officer and Treasurer			204				215,973
Ms. Xiulan Zhou		Manager of a subsidiary, Mr. Yumin Lin’s wife			-				360,273
Mr. Huagen Li		Manager of a subsidiary			-				123,456
Mr. Zhipeng Zuo		Manager of a subsidiary			-				133,658
Mr. Deqin Ke		Manager of a subsidiary			26,765				-
Ms. Shuqin Chen		Manager of a subsidiary			-				105,784
Mr. Hongwei Ye		Manager of a subsidiary			56
				$	27,025			$	984,806

 

Amounts due to related parties as of September 30, 2021 and December 31, 2020 were as follows:

 

				September 30, 2021				December 31, 2020
Mr. Yumin Lin		President, Chief Executive Officer, Secretary, Director		$	153,587			$	-
Ms. Huagen Li		Manager of a subsidiary			2,482				-
Ms. Xiulan Zhou		Manager of a subsidiary, Mr. Yumin Lin’s wife			1,141				-
Mr. Yuwen Li		Vice President			295,331				292,024
Ms. Lihua Li		Mr. Yuwen Li’s wife			-				677
Mr. Zihao Ye		Manager of a subsidiary			-				12,958
Mr. Zhipeng Zuo		Manager of a subsidiary			3,878				-
Mr. Weihua Zuo		Manager of a subsidiary			-				2,298
Mr. Deqin Ke		Manager of a subsidiary			-				9,274
Ms. Shuqin Chen		Manager of a subsidiary			4,956				-
Ms. Xiuyun Wang		Manager of a subsidiary			5,935				1,483
Mr. Shengpin Liu		Manager of a subsidiary			-				306
Mr. Aisheng Zhang		Manager of a subsidiary			11,944				3,063
Mr. Zhihua Liao		Manager of a subsidiary			4,654				12,254
Mr. Meng Xue		Manager of a subsidiary			776				-
Mr. Minghua Cheng		Director			155,120				-
Mr. Anping Chen		Manager of a subsidiary			3,878				-
Ms. Chunxiang Zhang		Manager of a subsidiary			6,205				-
Mr. Youliang Ma		Manager of a subsidiary			1,551				-
Shenzhen DaXingHuaShang Industry Development Ltd.		Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industry Development Ltd.			92,793				3,063
				$	744,231			$	337,400

 

Revenues generated from related parties during the nine months ended September 30, 2021 and 2020 were as follows:

 SCHEDULE OF REVENUE GENERATED FROM RELATED PARTIES

				For the nine months ended September 30,
				2021				2020
Mr. Kaihong Lin		Chief Financial Officer and Treasurer		$	391			$	-
Mr. Yumin Lin		President, Chief Executive Officer, Secretary, Director			302				327
Ms. Xiulan Zhou		Manager of a subsidiary, Mr. Yumin Lin’s wife			52				42
Mr. Naiyong Luo		Manager of a subsidiary			5,742				-
Mr. Hongwei Ye		Manager of a subsidiary, Shareholder			6,451				823
Mr. Zihao Ye		Manager of a subsidiary			108				-
Mr. Yuwen Li		Vice President			-				765
				$	13,046			$	1,957

 

Due from related parties mainly consists of funds advanced to related parties as borrowings or funds advanced to pay off the Company’s expenses. The balances are unsecured, non-interest bearing. During the nine months ended September 30, 2021 and 2020, the Company advanced $3,136,194 and $12,099 to its related parties, and collected $3,642,059 and $168 repayments, respectively.

 

Due to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand. During the nine months ended September 30, 2021 and 2020, the Company borrowed $1,867,770 and $561,107 from its related parties, and repaid $1,622,380 and $194,902, respectively.

 

In addition, during the nine months ended September 30, 2021 and 2020, the Company’s related parties paid expenses on the Company’s behalf in amounts of $532,912 and $277,081, respectively.

 

13

 

NOTE 7 - INCOME TAXES

 

United States of America

 

The Company is registered in the State of Nevada and is subject to United States of America tax law. The U.S federal income tax rate is 21%.

 

Seychelles

 

Under the current laws of the Seychelles, DIGLS and JJGS are registered as an international business company which governed by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 

Hong Kong

 

From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately $289,855), and 16.5% on any part of assessable profits over HK$2,000,000. For the nine months ended September 30, 2021 and 2020, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the periods reported.

 

The PRC

 

The Company’s subsidiaries are incorporated in the PRC, and are subject to the PRC Enterprise Income Tax Laws (“EIT Laws”) with the statutory income tax rate of 25% with the following exceptions.

 

On January 17, 2019, the State Taxation Administration issued the notice on the scope of small-scale and low-profit corporate income tax preferential policies of the Ministry of Finance and the State Administration of Taxation, [2019] No. 13 for small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000 (including RMB1,000,000), approximately $142,209, their income is reduced by 25% to the taxable income, and enterprise income tax is paid at 20% tax rate, which is essentially resulting in a favorable income tax rate of 5%. While for the portion of annual taxable income exceeding RMB1,000,000, approximately $142,209, but not more than RMB3,000,000, approximately $426,627, the income is reduced by 50% to the taxable income, and enterprise income tax is paid at 20% tax rate, which is essentially resulting in a favorable income tax rate of 10%. The qualifications of small-scale and low-profit enterprises were examined annually by the Tax Bureau. All of the Company’s PRC subsidiaries met the criteria of small-scale and low-profit enterprises.

 

The components of the income tax provision are as follows:

 SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION

		Nine Months Ended September 30, 2021				Nine Months Ended September 30, 2020
Current:
– United States of America		$	154,485			$	-
– Seychelles			-				-
– Hong Kong			-				-
– The PRC			164,539				3,415
Deferred
– United States of America			-				-
– Seychelles			-				-
– Hong Kong			-				-
– The PRC			-				-
Total		$	319,024			$	3,415

 

The effective tax rate was 20.4% and (1.2)% for the nine months ended September 30, 2021 and 2020, respectively.

 

14

 

NOTE 8 - OPERATING LEASES

 

As of September 30, 2021, the Company has sixteen separate operating lease agreements for three office spaces, one warehouse and twelve stores in PRC with remaining lease terms of from 12 months to 67 months.

 

Two of these leases were entered with related parties. The Company has an operating lease agreement with Qingmei Lin, Yumin Lin’s former wife, for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027. The monthly rent expense is RMB10,000 (approximately $1,450). The Company has an operating lease agreement with Hongwei Ye, a related party, for the premises in Dongguan City, PRC. The agreement covers the period from September 27, 2020 to September 30, 2023. The monthly rent expense is RMB960 (approximately $139).

 

The Company terminated an operating lease agreement with a subsidiary of Shenzhen DaXingHuaShang Industry Development Ltd., a related party, for the premise in Shenzhen City, PRC on February 28, 2021. The monthly rent expense for this lease was RMB30,000 (approximately $4,349).

 

The components of lease expense and supplemental cash flow information related to leases for the nine months ended September 30, 2021 and 2020 are as follows:

 SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

Operating lease cost (included in general and administrative expenses in the Company’s consolidated statements of operations)		For the nine months ended September 30,
		2021				2020
Related parties		$	27,944			$	85,212
Non-related parties			79,471				2,139
Total		$	107,415			$	87,351

 

Other information for the nine months ended		September 30, 2021				September 30, 2020
Cash paid for amounts included in the measurement of lease obligations		$	101,203			$	11,152
Weighted average remaining lease term (in years)			3.92				3.91
Weighted average discount rate			3.23	%			3.23	%

 

Maturities of the Company’s lease obligations as of September 30, 2021 are as follows:

SCHEDULE OF MATURITIES OF LEASE OBLIGATIONS 

Year ending December 31,
2021 (remaining)		$	49,076
2022			159,387
2023			108,676
2024			83,439
2025			81,311
Thereafter			53,523
Total lease payment			535,412
Less: Imputed interest			(35,635	)
Operating lease obligations		$	499,777

 

NOTE 9 – BANK AND OTHER BORROWINGS

 

In December 2020, the Company obtained a revolving credit line in the principal amount of RMB750,000 (approximately $115,000) from Huaneng Guicheng Trust Co., Ltd, a financial institution in PRC, which bears interest at the base Loan Prime Rate of 3.85% plus 8.75%. The credit line is guaranteed by Yumin Lin, the Company’s Chief Executive Officer. The maturity date is on December 21, 2022.

 

In August 2020, the Company obtained a revolving credit line in the principal amount of RMB910,000 (approximately $141,000) from China Construction Bank, which bears interest at the base Loan Prime Rate of 3.85% plus 0.4%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged by her property. The maturity date is on July 21, 2023.

 

The balance of the loans borrowed under these credit lines as of September 30, 2021 and December 31, 2020 was as follows:

 SCHEDULE OF BALANCE OF LOAN BORROWED UNDER CREDIT LINES

		September 30, 2021				December 31, 2020
Loan from a trust in PRC		$	83,100			$	114,879
China Construction Bank			141,159				139,387
Total non-current borrowings		$	224,259			$	254,266

 

The total interest expense was $13,814 and $10,201 for the nine months ended September 30, 2021 and 2020, respectively.

 

NOTE 10 - SUBSEQUENT EVENTS

 

During the subsequent period, the Company advanced a total amount of $70,245 to its related parties, and the related parties repaid the amount of $2,620 to the Company. The remaining balance of due from related party as of the filing date was $26,153.

 

Effective on October 21, 2021, the Company has approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-20 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Company’s authorized shares of common stock became 150,000,000 shares. As of September 30, 2020 and immediately prior to the Reverse Stock Split, there were 313,098,220 shares of common stock issued and outstanding. As a result of the Reverse Stock Split, the Company has 15,655,038 shares of common stock issued and outstanding. The par value remains unchanged at $0.001 per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value. All share and per share data included within the condensed consolidated financial statements and related footnotes have been adjusted to account for the effect of the Reverse Stock Split.

 

15

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 26, 2021 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

 

Overview

 

Fortune Valley Treasures, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in the State of Nevada on March 21, 2014. We were initially incorporated to offer users with up-to-date information on digital currencies. We engage in the food supply chain operations and management through a service platform. Through various acquisitions of high-quality upstream and downstream companies in the industry, the Company creates a complete industrial chain to reduce costs and enhance competitiveness. The company mainly focuses on online and offline sales targeting regional wholesalers, retailers, supermarkets and major food and beverage (“F&B”) chains.

 

During the nine months ended September 30, 2021, the Company conducted its business in one revenue stream: product sales – wine, water and oil and other F&B products.

 

Results of Operations

 

Three Months Ended September 30, 2021 and 2020

 

		Three Months Ended September 30,
		2021				2020				Change
Revenue		$	2,005,390			$	283,560			$	1,721,830
Cost of revenue			(875,418	)			(245,504	)			(629,914	)
Gross profit			1,129,972				38,056				1,091,916
Operating expense			(521,892	)			(185,101	)			(336,791	)
Other income			2,512				78,541				(76,029	)
Other expense			(4,327	)			(5,221	)			894
Income taxes			(156,402	)			(3,415	)			(152,987	)
Net income (loss)			449,863				(77,140	)			527,003
Net income (loss) attributable to noncontrolling interests			59,875				(2,518	)			62,393
Net income (loss) attributable to Fortune Valley Treasures, Inc.		$	389,988			$	(74,622	)		$	464,610

 

 

Nine Months Ended September 30, 2021 and 2020

 

		Nine Months Ended September 30,
		2021				2020				Change
Revenue		$	5,474,894			$	374,787			$	5,100,107
Cost of revenue			(2,402,685	)			(299,847	)			(2,102,838	)
Gross profit			3,072,209				74,940				2,997,269
Other operating income			166				-				166
Operating expense			(1,500,499	)			(423,593	)			(1,076,906	)
Other income			3,280				80,727				(77,447	)
Other expense			(13,814	)			(10,201	)			(3,613	)
Income taxes			(319,024	)			(3,415	)			(315,609	)
Net income (loss)			1,242,318				(281,542	)			1,523,860
Net income (loss) attributable to noncontrolling interests			132,601				(17,187	)			149,788
Net income (loss) attributable to Fortune Valley Treasures, Inc.		$	1,109,717			$	(264,355	)		$	1,374,072

 

16

 

Revenue

 

Revenue was $2,005,390 for three months ended September 30, 2021, reflecting an increase of $1,721,830, or 607%, from $283,560 for the three months ended September 30, 2020. The reason for the increase was the Company started generating online sales from WeChat Application named Fu Gu Online in April 2021.

 

Revenue was $5,474,894 for nine months ended September 30, 2021, reflecting an increase of $5,100,107, or 1,361%, from $374,787 for nine months ended September 30, 2020. The reason for the increase was the Company added its water and oil business, which increased our sales volume.

 

Cost of Revenue

 

Cost of revenue was $875,418 for the three months ended September 30, 2021, reflecting an increase of $629,914, or 257%, from $245,504 for the three months ended September 30, 2020.

 

Cost of revenue was $2,402,685 for the nine months ended September 30, 2021, reflecting an increase of $2,102,838, or 701%, from $299,847 for the nine months ended September 30, 2020. The increase in cost of revenue was due to the increase of our revenue.

 

Gross Profit

 

Gross profit was $1,129,972 and $38,056 for the three months ended September 30, 2021 and 2020, respectively, reflecting an increase of $1,091,916, or 2,869%.

 

Gross profit was $3,072,209 and $74,940 for the nine months ended September 30, 2021 and 2020, respectively, reflecting an increase of $2,997,269, or 4,000%. The increase of gross profit was due to the addition of the revenue from our water and oil business, where gross profit was higher.

 

Operating Expenses

 

Operating expense was $521,892 for the three months ended September 30, 2021, reflecting an increase of $336,791 or 182%, from $185,101 for the three months ended September 30, 2020.

 

Operating expense was $1,500,499 for the nine months ended September 30, 2021, reflecting an increase of $1,076,906, or 254%, from $423,593 for the nine months ended September 30, 2020, due to the increase in professional service fees and general administrative costs in connection with the business of bottling and distributing of drinking water in China.

 

Net Income (loss)

 

For the three months ended September 30, 2021, net income was $449,863, compared to net loss $77,140 for the three months ended September 30, 2020.

 

For the nine months ended September 30, 2021, net income was $1,242,318, compared to net loss $281,542 for the nine months ended September 30, 2020. The increase in net income was a result of the factors described above.

 

Net income (loss) attributable to noncontrolling interests

 

The Company records net income (loss) attributable to noncontrolling interests in the consolidated statements of operations for any noncontrolling interests of consolidated subsidiaries.

 

For the three months ended September 30, 2021 and 2020, the Company recorded net income attributable to a noncontrolling interest of $59,875 and net loss attributable to a noncontrolling interest of $2,518, respectively.

 

For the nine months ended September 30, 2021 and 2020, the Company recorded net income attributable to a noncontrolling interest of $132,601 and net loss attributable to a noncontrolling interest of $17,187, respectively.

 

17

 

Liquidity and Capital Resources

 

Working Capital

 

		September 30,				December 31,
		2021				2020				Change
Total current assets		$	4,886,661			$	4,231,054			$	655,607
Total current liabilities			2,108,115				1,996,446				111,669
Working capital		$	2,778,546			$	2,234,608			$	543,938

 

As of September 30, 2021, we had working capital of $2,778,546, as compared to working capital of $2,234,608 as of December 31, 2020. We had total current assets of $4,886,661, consisting of cash on hand of $150,189, Inventory of $353,549, prepayments and other current assets of $2,352,728, accounts receivable of $2,003,170 and amount due from related party of $27,025, compared to total current assets of $4,231,054 as of December 31, 2020. The increase was mainly due to the increase in prepayments and other current assets, offset by the decrease in accounts receivable and due from related parties. We had current liabilities of $2,108,115, consisting of accounts payable of $321,528, customer advances $538,829, income tax payable $222,183, due to related parties of $744,231 and accrued liabilities of $121,451.

 

Although our cash balance at September 30, 2021 decreased to $150,189, as compared to $249,837 at December 31, 2020. We estimate the Company currently has sufficient cash available to meet its anticipated working capital for the next twelve months, without raising additional capital. The Company is continuing to look for different financing opportunities in order to increase sufficient working capital and improve liquidity.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2021, the Company had a net income of $1,242,318 and used cash in operations of $712,200 and at September 30, 2021, the Company had a working capital of $2,778,546. The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statement for the year ended December 31, 2020 a substantial doubt about the Company’s ability to continue as a going concern. Based on the Company’s effort in improving its operations and the significant working capital generated as of September 30, 2021, the management believes that the substantial doubt has been alleviated.

 

Despite the increased working capital of the Company, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.

 

Cash Flows

 

		Nine Months Ended September 30,
		2021				2020				Change
Cash Flows used in Operating Activities		$	(712,200	)		$	(363,601	)		$	(348,599	)
Cash Flows provided by (used in) Investing Activities			362,931				(61,111	)			424,042
Cash Flows provided by Financing Activities			212,278				466,186				(253,908	)
Effect of change rate changes in cash and cash equivalents			37,343				(56,514	)			93,857
Net Increase in Cash During the Period		$	(99,648	)		$	(15,040	)		$	(84,608	)

 

Cash Flow from Operating Activities

 

Net cash used in operating activities for the nine months ended September 30, 2021 and 2020 was $712,200 and $363,601, respectively, reflecting an increase of $348,599. The cash used in operating activities in 2021 was mainly resulted from net income of $1,242,318, depreciation and amortization expense of $638,099, increase in the prepayments to vendors of $1,968,481, increase in deposits paid to vendors of $1,198,351 and decrease in accounts receivable of $494,352.

 

Cash Flow from Investing Activities

 

Net cash provided by investing activities was $362,931 for the nine months ended September 30, 2021, compared to net cash used in investing activities of $61,111 for the nine months ended September 30, 2020. The increase in net cash provided by investing activities was mainly due to an increase in repayment from related parties.

 

Cash Flow from Financing Activities

 

Net cash provided by financing activities was $212,278 and $466,186 for the nine months ended September 30, 2021 and 2020, respectively. The increase was mainly due to the increase in advances from related parties and offset by repayments to related parties.

 

Critical Accounting Policy and Estimates

 

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. generally accepted accounting principles. We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.

 

Refer to Note 1 in the accompanying unaudited condensed consolidated financial statements.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

18

 

Related Party Transactions

 

For the nine months ended September 30, 2021 and 2020, related party revenue totaled $13,046 and $1,957, respectively.

 

Rental expenses to related parties were $27,944 and $85,212 for the nine months ended September 30, 2021 and 2020, respectively.

 

Amounts due from related parties were $27,025 and $984,806 as of September 30, 2021 and December 31, 2020, respectively. The amounts due to related parties were $744,231 and $337,400 as of September 30, 2021 and December 31, 2020, respectively.

 

Our related parties are primarily those persons who can significantly influence based on our common business relationships. Refer to Note 6 to the unaudited condensed consolidated financial statements for additional details regarding the related party transactions.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2021, that our disclosure controls and procedures were not effective.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of well-established procedures to identify, approve and review related party transactions; and (2) inadequate design of controls related to business combination transactions accounting given the accounting complexities of business combinations, including, but not limited to, lack of mindset and methods to assess the value of the business prior to acquisition, inadequate process to determine the purchase price, lack of professional understanding to determine when the control of the business acquired is transferred or when the transaction is completed, and inability to make the appropriate disclosure.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the board of directors (the “Board”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and includes those policies and procedures that:

 

	●	Apply to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

We carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of September 30, 2021. Management based the assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this assessment, management has concluded that as of September 30, 2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

	●	We have increased our personnel resources and technical accounting expertise within the accounting function and intend to hire one or more additional personnel for the function due to turnover.
	●	We will create a position to segregate duties consistent with control objectives.
	●	We plan to prepare written policies and procedures for operating, accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.
	●	We plan to test our updated controls and remediate our deficiencies in the year 2021.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting, except that we have remediated one of our material weaknesses by establishing an Audit Committee on October 26, 2021, with an independent director, Anthony S. Chan, qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Exchange Act.

 

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PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

Item 1A. Risk Factors.

 

Not applicable to a smaller reporting company

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial officer and principal accounting officer
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 (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Fortune Valley Treasures, Inc.
Date: November 15, 2021	By:	/s/ Yumin Lin
		Yumin Lin
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: November 15, 2021	By:	/s/ Kaihong Lin
		Kaihong Lin
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

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