10-Q

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

Forthe Quarterly Period Ended ### March 31, 2024

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 000-55555

FortuneValley Treasures, Inc.

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

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

16th

Floor, Building 2, A+Building

No.139 Liansheng Road, Humen Town

DongguanCity, Guangdong Province, China 523000

(Address of principal executive offices, including zip code)

(86)769-85729133

(Registrant’s phone number, including area code)

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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 May 17, 2024, 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<br> 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	7
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM<br> 4.	CONTROLS AND PROCEDURES	24
PART II	OTHER INFORMATION	26
ITEM<br> 1	LEGAL PROCEEDINGS	26
ITEM<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM<br> 3	DEFAULTS UPON SENIOR SECURITIES	26
ITEM<br> 4	MINE SAFETY DISCLOSURES	26
ITEM<br> 5	OTHER INFORMATION	26
ITEM<br> 6	EXHIBITS	26
SIGNATURES		27

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PART

I - FINANCIAL INFORMATION

Item1. Condensed Consolidated Financial Statements.

FORTUNE

VALLEY TREASURES, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2023

			December31, 2023
Assets
Current assets
Cash and cash equivalents	16,785		$	288,255
Accounts receivable, net (including 42,956 and 61,113 from related parties as of March 31, 2024 and December 31, 2023, respectively)	2,528,983			3,118,892
Inventories	25,146			32,587
Prepayments and other current assets, net (including 873,085 and 941,978 to related parties as of March 31, 2024 and December 31, 2023, respectively)	1,527,126			1,643,455
Total current assets	4,098,040			5,083,189
Non-current assets
Deposits paid, net (including 527,304 and 536,450 to related parties as of March 31, 2024 and December 31, 2023, respectively)	603,716			618,456
Property and equipment, net	74,124			83,706
Operating lease right-of-use assets	215,959			248,626
Operating lease right-of-use assets, related parties	58,984			63,553
Operating lease right-of-use assets	58,984			63,553
Intangible assets, net	97,776			151,639
Total Assets	5,148,599		$	6,249,169
Liabilities and Stockholders’ Equity
Current liabilities
Operating lease obligations – current	82,185		$	119,633
Operating lease obligations, related parties - current	16,832			16,986
Operating lease obligations	16,832			16,986
Accounts payable (including 194,550 and 162,310 to related parties as of March 31, 2024 and December 31, 2023, respectively)	495,227			583,887
Accrued liabilities	671,722			627,457
Bank and other borrowings - current	424,604			458,023
Income tax payable	-			1,453
Customer advances	1,350,606			1,364,260
Due to related parties	779,660			680,226
Total current liabilities	3,820,836			3,851,925
Non-current liabilities
Operating lease obligations – non-current	123,821			153,487
Operating lease obligations, related parties – non-current	35,921			40,877
Operating lease obligations	35,921			40,877
Bank and other borrowings	247,594			212,042
Total Liabilities	4,228,172			4,258,331
Stockholders’ Equity
Common stock, 150,000,000 shares authorized, 15,655,038 shares issued and outstanding as of March 31, 2024 and December 31, 2023	15,655			15,655
Additional paid-in capital	11,061,233			11,061,233
Accumulated deficit and statutory reserves	(9,550,550	)		(8,551,019	)
Accumulated other comprehensive loss	(475,414	)		(406,190	)
Total Fortune Valley Treasures, Inc. stockholders’ equity	1,050,924			2,119,679
Noncontrolling interests	(130,497	)		(128,841	)
Total Stockholders’ Equity	920,427			1,990,838
Total Liabilities and Stockholders’ Equity	5,148,599		$	6,249,169

All values are in US Dollars.

See

accompanying notes to the unaudited condensed consolidated financial statements.

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FORTUNE

VALLEY TREASURES, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

			2023
			2023
Net revenues (including 3,844 and 26,750 from related parties for the three months ended March 31, 2024 and 2023, respectively)	267,822		$	1,635,289
Cost of revenues (including 87,912 and 228,982 from related parties for the three months ended March 31, 2024 and 2023, respectively)	212,889			677,367
Gross profit	54,933			957,922
Operating expenses:
Selling and distribution expenses	12,597			13,242
General and administrative expenses	1,035,277			951,395
Operating loss	(992,941	)		(6,715	)
Other income (expense):
Other income	2,994			1,774
Interest income	30			31
Interest expense	(10,844	)		(9,292	)
Other expense, net	(7,820	)		(7,487	)
Loss before income tax	(1,000,761	)		(14,202	)
Income tax expense	319			74,974
Net loss	(1,001,080	)	$	(89,176	)
Less: Net loss attributable to noncontrolling interests	(1,549	)		(357	)
Net loss attributable to Fortune Valley Treasures, Inc.	(999,531	)		(88,819	)
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(69,331	)		45,472
Total comprehensive loss	(1,070,411	)		(43,704	)
Less: Comprehensive loss attributable to noncontrolling interests	(1,656	)		(175	)
Comprehensive loss attributable to Fortune Valley Treasures, Inc.	(1,068,755	)	$	(43,529	)
Earnings (loss) per share
Basic and diluted earnings (loss) per share	(0.06	)	$	(0.01	)
Basic and diluted weighted average shares outstanding	15,655,038		$	15,655,038

All values are in US Dollars.

See

accompanying notes to the unaudited condensed consolidated financial statements.

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FORTUNE

VALLEY TREASURES, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	Number<br> <br>of shares		Amount		Paid-in<br> Capital		Comprehensive<br> Loss			Statutory<br> Reserves			controlling<br> Interests			Stockholders’ <br> Equity
	Common Stock				Additional		Accumulated<br> Other			Accumulated<br> Deficit and			Non			Total
	Number<br> <br>of shares		Amount		Paid-in<br> Capital		Comprehensive<br> Loss			Statutory<br> Reserves			controlling<br> Interests			Stockholders’ <br> Equity
Balance as of December 31, 2023		15,655,038	$	15,655	$	11,061,233	$	(406,190	)	$	(8,551,019	)	$	(128,841	)	$	1,990,838
Net loss		-		-		-		-			(999,531	)		(1,549	)		(1,001,080	)
Foreign currency translation adjustment		-		-		-		(69,224	)		-			(107	)		(69,331	)
Balance as of March 31, 2024		15,655,038	$	15,655	$	11,061,233	$	(475,414	)	$	(9,550,550	)	$	(130,497	)	$	920,427
	Common Stock				Additional		Accumulated<br> Other			Accumulated<br> Deficit and			Non			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number of shares		Amount		Paid-in<br> Capital		Comprehensive<br> Income (Loss)			Statutory<br> Reserves			controlling<br> Interests			Stockholders’<br> Equity
Balance as of December 31, 2022		15,655,038	$	15,655	$	11,061,233	$	(180,826	)	$	(4,504,404	)	$	108,251		$	6,499,909
Balance		15,655,038	$	15,655	$	11,061,233	$	(180,826	)	$	(4,504,404	)	$	108,251		$	6,499,909
Net income		-		-		-		-			(88,819	)		(357	)		(89,176	)
Net income (loss)		-		-		-		-			(88,819	)		(357	)		(89,176	)
Foreign currency translation adjustment		-		-		-		45,290			-			182			45,472
Balance as of March 31, 2023		15,655,038	$	15,655	$	11,061,233	$	(135,536	)	$	(4,593,223	)	$	108,076		$	6,456,205
Balance		15,655,038	$	15,655	$	11,061,233	$	(135,536	)	$	(4,593,223	)	$	108,076		$	6,456,205

See

accompanying notes to the unaudited condensed consolidated financial statements.

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FORTUNE

VALLEY TREASURES, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	2024			2023
	Three months ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(1,001,080	)	$	(89,176	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense		58,560			64,294
Non-cash lease expense		32,120			34,833
Allowance for credit losses		645,054			276,769
Loss on disposal of intangible asset		-			1,526
Changes in operating assets and liabilities
Accounts receivable, net		(104,830	)		(546,350	)
Inventories		6,930			64,778
Prepayments and other current assets, net		88,878			(53,733	)
Deposits paid, net		4,220			(11,881	)
Accounts payable		(79,216	)		23,682
Due to related parties		65,293			12,199
Customer advances		9,675			517
Accrued liabilities		52,682			95,903
Income tax payable		(1,438	)		(6,716	)
Operating lease obligations		(67,014	)		(41,550	)
Net cash used in operating activities		(290,166	)		(174,905	)
Cash flows from investing activities
Acquisition of intangible asset		-			(702	)
Net cash provided by (used in) investing activities		-			(702	)
Cash flows from financing activities
Borrowings from and repayments to revolving credit lines, net		-			67,963
Borrowings from bank loans		75,278			-
Repayments of bank loans		(96,347	)		(27,062	)
Borrowings from and repayments to third party, net		40,410			(9,884	)
Net cash provided by financing activities		19,341			31,017
Effect of exchange rate changes on cash and cash equivalents		(645	)		(909	)
Net changes in cash and cash equivalents		(271,470	)		(145,499	)
Cash and cash equivalents–beginning of the period		288,255			165,685
Cash and cash equivalents–end of the period	$	16,785		$	20,186
Supplementary cash flow information:
Interest paid	$	10,884		$	9,292
Income taxes paid	$	2,234		$	121,883
Non-cash investing and financing activities
Operating lease right-of-use assets obtained in exchange for operating lease obligations	$	-		$	25,185

See

accompanying notes to the unaudited condensed consolidated financial statements.

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FORTUNE

VALLEY TREASURES, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(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 15,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for as a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer; accordingly, the Company’s historical statement of stockholders’ equity has been retroactively restated to the first period presented.

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 5 shares of its common stock to JJGS to acquire 100% of the shares of JJGS for a cost of $150. After the closing, JJGS became the Company’s wholly owned subsidiary. JJGS owns all of the equity interest of Jiujiu (HK) Industry Limited (“JJHK”) and Jiujiu (Shenzhen) Industry Co., Ltd. (“JJSZ”). JJGS, JJHK and JJSZ did not have any material assets or liabilities as of December 31, 2019, and they did not have any substantial operations or active business during the year ended December 31, 2019.

On

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 of the Company’s common stock. The Company obtained the control of Xixingdao on August 31, 2020, the shares were issued on December 28, 2020. Xixingdao became the Company’s subsidiary since August 31, 2020.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, 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, 2023 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, 2023, filed with the SEC on April 15, 2024 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.

Basis of consolidation

The unaudited condensed 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 unaudited condensed consolidated statements of operations.

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As of March 31, 2024, details of the Company’s major subsidiaries were as follows:

SCHEDULE OF ENTITIES AND ITS SUBSIDIARIES

Entity Name	Date of<br><br> <br>Incorporation	Parent<br><br> <br>Entity	% Owned by FVTI			Nature of<br><br> <br>Operation	Place of<br><br> <br>Incorporation
DIGLS	July<br> 4, 2016	FVTI		100	%	Investment<br> holding	Republic<br> of Seychelles
DILHK	June<br> 22, 2016	DIGLS		100	%	Investment<br> holding	Hong<br> Kong, PRC
QHDX	November<br> 3, 2016	DILHK		100	%	Investment<br> holding	PRC
FVTL	May<br> 31, 2011	QHDX		100	%	Trading<br> of food and platform	PRC
JJGS	August<br> 17, 2017	FVTI		100	%	Investment<br> holding	Republic<br> of Seychelles
JJHK	August<br> 24, 2017	JJGS		100	%	Investment<br> holding	Hong<br> Kong, PRC
JJSZ	November<br> 16, 2018	JJHK		100	%	Trading<br> of food	PRC
Xixingdao	August<br> 28, 2019	QHDX		100	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu La Tu Trade Ltd (“FLTT”)	September<br> 27, 2020	FVTL		100	%	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Fu Xin Gu Trade Ltd (“FXGT”)	December<br> 2, 2020	FVTL		100	%	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Fu Xin Technology Ltd (“FXTL”)	November<br> 12, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Guan Healthy Industry Technology Ltd (“FGHL”)	December<br> 21, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Jing Technology Ltd (“FJTL”)	November<br> 17, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Xiang Technology Ltd (“FGTL”)	November<br> 16, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Ji Food & Beverage Ltd (“FJFL”)	November<br> 9, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Lai Food Ltd (“FLFL”)	September<br> 27, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Yi Beverage Ltd (“FYBL”)	November<br> 12, 2020	Xixingdao		90	%	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Xi Drinking Water Company Ltd (“FXWL”)	March<br> 17, 2021	Xixingdao		90	%	Drinking<br> water distribution and delivery, sales of alcoholic beverages and water purifier	PRC
Dongguan<br> City Fu Jia Drinking Water Company Ltd (“FJWL”)	March<br> 29, 2021	Xixingdao		90	%	Drinking<br> water distribution and delivery, sales of water purifier	PRC
Dongguan<br> City Fu Sheng Drinking Water Company Ltd (“FSWL”)	March<br> 29, 2021	Xixingdao		90	%	Drinking<br> water distribution and delivery, sales of water purifier	PRC
Shenzhen<br> Fu Jin Trading Technology Company Ltd (“FJSTL”)	June<br> 7, 2021	Xixingdao		90	%	Drinking<br> water distribution and delivery, sales of water purifier	PRC
Dongguan<br> City Fu Li Trading Ltd (“FLTL”)	September<br> 10, 2021	Xixingdao		90	%	Drinking<br> water distribution and delivery, sales of water purifier	PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)	September<br> 13, 2021	QHDX		100	%	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Fu Zhi Gu Trading Ltd (“FZGTL”)	September<br> 9, 2022	FVTL		100	%	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Chang Fu Trading Ltd (“CFTL”)	September<br> 9, 2022	FVTL		100	%	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City La Tong Trading Ltd (“LTTL”)	August<br> 8, 2022	FVTL		100	%	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Kai Fu Trading Ltd (“KFTL”)	September<br> 8, 2022	FVTL		100	%	Trading<br> of alcoholic beverages	PRC

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Going concern

The

accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and fulfillment of obligations in the normal course of business. The realization of assets and fulfillment of obligations in the normal course of business is dependent on, among other things, the Company’s ability to generate sufficient cash flows from operations, and the Company’s ability to arrange adequate financing arrangements. As of March 31, 2024, the Company had a working capital of $277,204, including cash and cash equivalents of $16,785, and accumulated deficit and statutory reserves of $9,550,550. For the three months ended March 31, 2024, the Company incurred net loss of $1,001,080 and had net cash outflows of $290,166 from operating activities.

The Company requires additional capital within the next six months to fund the continued operations of the Company. In order to support the Company’s operations, the Company plans to take actions to increase revenues and cash inflows by promoting product sales, expanding customer base and making additional efforts in accounts receivable collections, in addition to seeking bank borrowings and fundings from shareholders. If the Company is unable to obtain additional equity or debt financing as required, the business operations and prospects of the Company may suffer.

Use of estimates

The preparation of financial statements in conformity with U.S. 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 credit losses, allowance of deferred tax asset and uncertain tax position, implicit interest rate of operating leases, useful lives and impairment of long-lived assets, and impairment of goodwill. Actual results may differ from these estimates.

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<br> assets and liabilities at exchange rates in effect at the end of each period
●	Nonmonetary<br> assets and liabilities at historical rates
●	Revenue<br> 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.

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

●	Assets<br> and liabilities at the rate of exchange in effect at the balance sheet date
●	Equities<br> at the historical rate
●	Revenue<br> 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

		2023
		2023
Period-end RMB:US1 exchange rate	0.13850		0.14558
Period-average RMB:US1 exchange rate	0.13940		0.14616

All values are in US Dollars.

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 U.S. dollars at the rates used in translation.

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 three months ended March 31, 2024 and 2023.

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 three months ended March 31, 2024 and 2023, the Company did not record any impairment of goodwill.

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Revenue recognition

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

1.	Identify<br> the contract(s) with a customer;
2.	Identify<br> the performance obligations in the contract;
3.	Determine<br> the transaction price;
4.	Allocate<br> the transaction price to the performance obligations in the contract; and
5.	Recognize<br> 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 liquor, water, water purifier and other products directly to agents, wholesalers and end users, with majority of sales transactions were conducted offline. 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

	2024		2023
	Three months ended <br> March 31,
	2024		2023
Sales of liquor	$	70,244	$	903,720
Sales of water		92,379		419,620
Sales of water purifier		58,888		253,123
Others		46,311		58,826
Total	$	267,822	$	1,635,289

Contract liabilities

Contract

liabilities consist mainly of customer advances. On certain occasions, the Company may receive prepayments from downstream retailers or wholesales customers for liquors, 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 March 31, 2024 and December 31, 2023, the Company had customer advances of $1,350,606 and $1,364,260, respectively. During the three months ended March 31, 2024, the Company recognized $39,076 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.

Recently adopted accounting pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 was further amended in November 2020 by ASU No. 2020-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, Financial Instruments – Credit Losses is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

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In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2021-08 on January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

NOTE

2 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE OF ACCOUNTS RECEIVABLE

			December 31, 2023
Accounts receivable (including 72,923 and 70,710 from related parties as of March 31, 2024<br> and December 31, 2023, respectively)	4,859,495		$	4,837,852
Less: Doubtful allowance (including 29,967 and 2,602 from related parties as of March 31, 2024 and December 31, 2023, respectively)	(2,330,512	)		(1,718,960	)
Accounts receivable, net	2,528,983		$	3,118,892

All values are in US Dollars.

Allowance for doubtful accounts movement is as follows:

SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

	March 31, 2024			December 31, 2023
Beginning balance	$	1,718,960		$	-
Additions to allowance		645,054			1,726,142
Foreign currency translation adjustment		(33,502	)		(7,182	)
Ending balance	$	2,330,512		$	1,718,960

NOTE

3 – PREPAYMENTS AND OTHER CURRENT ASSETS, NET

Prepayments and other current assets consisted of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE OF PREPAYMENT AND OTHER CURRENT ASSETS

			December 31, 2023
Prepayments (including 2,669,677 and 2,769,741 to related parties as of March 31, 2024 and December 31, 2023, respectively)	3,838,888		$	3,995,750
Other current assets	2,708			2,330
Total prepayments and other current assets	3,841,596			3,998,080
Less: Allowance for doubtful accounts (including 1,796,952 and 1,827,763 to related parties as of March 31, 2024 and December 31, 2023, respectively)	(2,314,470	)		(2,354,625	)
Prepayments and other current assets, net	1,527,126		$	1,643,455

All values are in US Dollars.

Balance of prepayments represented the advanced payments to suppliers including related party suppliers.

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Allowance for doubtful accounts movement is as follows:

SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

	March 31, 2024			December 31, 2023
Beginning balance	$	2,354,625		$	1,247,580
Additions to allowance		-			1,169,058
Foreign currency translation adjustment		(40,155	)		(62,013	)
Ending balance	$	2,314,470		$	2,354,625

NOTE

4 – DEPOSITS PAID, NET

Deposits paid consisted of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE OF DEPOSITS PAID

			December 31, 2023
Deposits paid (including 1,569,824 and 1,597,060 to related parties as of March 31, 2024 and December 31, 2023, respectively)	2,268,987		$	2,312,622
Less: Allowance for doubtful accounts (including 1,042,522 and 1,060,610 to related parties as of March 31, 2024 and December 31, 2023, respectively)	(1,665,271	)		(1,694,166	)
Deposits paid, net	603,716		$	618,456

All values are in US Dollars.

Allowance for doubtful accounts movement is as follows:

SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS OF DEPOSITS PAID

	March 31, 2024			December 31, 2023
Beginning balance	$	1,694,166		$	1,244,350
Additions to allowance		-			484,800
Foreign currency translation adjustment		(28,895	)		(34,984	)
Ending balance	$	1,665,271		$	1,694,166

NOTE

5 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE

OF PROPERTY AND EQUIPMENT

			December 31, 2023
Office equipment (including 9,009 and nil to the disposal of office equipment as of March 31, 2024 and December 31, 2023, respectively)	95,402		$	106,225
Leasehold improvement	112,543			114,495
Vehicle	31,841			32,393
Property and equipment	239,786			253,113
Less: Accumulated depreciation (including 9,009 and nil to the written back disposal of office equipment as of March 31, 2024 and December 31, 2023, respectively)	(165,662	)		(169,407	)
Property and equipment, net	74,124		$	83,706

All values are in US Dollars.

Depreciation

expense, which was included in general and administrative expenses, for the three months ended March 31, 2024 and 2023 was $8,207 and $10,183, respectively.

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Written back depreciation expense, which was included in general and administrative expenses, for the three months ended March 31, 2024 and 2023 was $9,069 and $nil, respectively.

No gain or loss was recorded for the disposal as the property and equipment was fully depreciated with zero residual value upon disposal and no proceeds were received.

NOTE

6 – INTANGIBLE ASSETS, NET

Intangible assets and related accumulated amortization were as follows:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2024			December 31, 2023
Distribution channel	$	2,983,268		$	3,035,029
Others		24,998			25,601
Total intangible assets		3,008,266			3,060,630
Less: Accumulated amortization		(1,999,859	)		(1,982,560	)
Less: Accumulated impairment		(910,631	)		(926,431	)
Intangible assets, net	$	97,776		$	151,639

Amortization

expense for the three months ended March 31, 2024 and 2023 was $50,353 and $54,111, respectively, included in cost of revenues and general and administrative expenses.

As of March 31, 2024, the future estimated amortization costs for intangible assets are as follows:

SCHEDULE

OF FUTURE AMORTIZATION EXPENSES FOR DISTRIBUTION CHANNELS

Year ending December 31,
2024 (remaining)	$	86,849
2025		5,000
2026		5,000
2027		927
2028		-
Total	$	97,776

NOTE

7 - RELATED PARTY TRANSACTIONS

Amounts due to related parties as of March 31, 2024 and December 31, 2023 are as follows:

SCHEDULE

OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES

		March 31, 2024		December 31, 2023
Mr. Yumin Lin	President, Chief Executive Officer, Secretary, Director and majority shareholder	$	376,542	$	341,831
Ms. Xiulan Zhou	Manager of a subsidiary, Mr. Yumin Lin’s wife		2,481		2,118
Mr. Huagen Li	Manager of a subsidiary		2,216		2,254
Mr. Guodong Jia	Manager of a subsidiary		9,787		7,479
Mr. Hongwei Ye	Manager of a subsidiary, Shareholder		15		15
Mr. Anping Chen	Manager of a subsidiary		18,426		12,798
Mr. Jiangwei Jia	Manager of a subsidiary		17,495		10,449
Mr. Yuwen Li	Vice President		133,956		122,327
Ms. Lihua Li	Manager of a subsidiary		17,590		14,907
Shenzhen DaXingHuaShang Industrial Group Ltd. (fka Shenzhen DaXingHuaShang Industry Development Ltd.)	Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industrial Group Ltd.		83,099		84,541
Ms. Chunxiang Zhang	Manager of a subsidiary		17,108		6,810
Mr. Meng Xue	Manager of a subsidiary		8,064		8,204
Ms. Shuqin Chen	Manager of a subsidiary		19,488		18,171
Mr. Zhipeng Zuo	Manager of a subsidiary		27,253		10,103
Mr. Aisheng Zhang	Manager of a subsidiary		34,652		28,751
Mr. Zhihua Liao	Manager of a subsidiary		11,405		9,468
Ms. Xiuyun Wang	Manager of a subsidiary		83		-
		$	779,660	$	680,226

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Revenues generated from related parties during the three months ended March 31, 2024 and 2023 are as follows:

SCHEDULE OF REVENUE GENERATED FROM RELATED PARTIES

		2024		2023
		Three months ended March 31,
		2024		2023
Mr. Kaihong Lin	Chief Financial Officer and Treasurer	$	-	$	146
Ms. Xiulan Zhou	Manager of a subsidiary, Mr. Yumin Lin’s wife		-		14
Guangdong Yuexin Jiaotong Construction Co., Ltd.	Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Guangdong Yuexin Jiaotong Construction Co., Ltd.		903		8,383
Dongguan Humen Shuiyan Drinking Water Store	Ms. Shuiyan Li, a shareholder of the Company, is the controlling shareholder of Dongguan Humen Shuiyan Drinking Water Store		2,460		18,207
Dongguan Zhengui Industry Ltd.	Significantly influenced by the Company		903		-
Revenues generated from related parties		$	3,844	$	26,750

Cost of revenues from related parties during the three months ended March 31, 2024 and 2023 is as follows:

SCHEDULE OF COST OF REVENUES FROM RELATED PARTIES

		2024		2023
		Three months ended March 31,
		2024		2023
Dongguan Baxi Food Distribution Co., Ltd.	Significantly influenced by the Company	$	25,781	$	32,883
Dongguan Dalingshan Xinwenhua Drinking Water Store	Significantly influenced by the Company		3,991		13,743
Dongguan Pengqin Drinking Water Co., Ltd.	Significantly influenced by the Company		2,825		17,186
Dongguan Dengqinghu Drinking Water Store	Significantly influenced by the Company		-		1,388
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		14,306		31,470
Dongguan Anxiang Technology Co., Ltd.	Significantly influenced by the Company		12,951		35,989
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.	Significantly influenced by the Company		4,798		68,214
Dongguan Dalingshan Runxin Drinking Water Store	Significantly influenced by the Company		770		9,450
Dongguan City Yijia Trading Co., Ltd.	Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.		22,490		18,659
Cost of revenues from<br> related parties		$	87,912	$	228,982

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Purchases from related parties during the three months ended March 31, 2024 and 2023 are as follows:

SCHEDULE OF PURCHASES FROM RELATED PARTIES

		2024		2023
		Three months ended March 31,
		2024		2023
Dongguan Baxi Food Distribution Co., Ltd.	Significantly influenced by the Company	$	25,503	$	36,365
Dongguan Dalingshan Xinwenhua Drinking Water Store	Significantly influenced by the Company		3,969		15,198
Dongguan Pengqin Drinking Water Co., Ltd.	Significantly influenced by the Company		2,810		19,005
Dongguan Dengqinghu Drinking Water Store	Significantly influenced by the Company		-		1,535
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		14,306		34,802
Dongguan Anxiang Technology Co., Ltd.	Significantly influenced by the Company		12,951		35,989
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.	Significantly influenced by the Company		4,798		68,215
Dongguan Dalingshan Runxin Drinking Water Store	Significantly influenced by the Company		758		10,451
Dongguan City Yijia Trading Co., Ltd.	Mr. Yongming Li, a shareholder of the Company, is the controlling shareholder of Dongguan City Yijia Trading Co., Ltd.		22,491		18,660
Purchase from related party		$	87,586	$	240,220

Due to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand.

Mr. Yuwen Li, the Vice President of the Company, authorized the Company to use trademarks that were owned by him for ten years from October 5, 2019 to October 4, 2029 at no cost.

Also see Note 2, 3, 4, 9 and 10 for more transactions with related parties.

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NOTE

8 - INCOME TAXES

UnitedStates 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 governed by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

HongKong

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 $255,112), and 16.5% on any part of assessable profits over HK$2,000,000. For the three months ended March 31, 2024 and 2023, 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.

ThePRC

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 April 2, 2021, the State Taxation Administration issued the notice of the Ministry of Finance and the State Administration of Taxation (“MOF and SAT”) [2021] No.12 to provide an enterprise income tax rate of 2.5% on small-scale and low-profit enterprises whose annual taxable income is less than RMB1,000,000, approximately $142,209, from January 1, 2021 to December 31, 2022. MOF and SAT [2022] No.13 also provides an enterprise income tax rate of 5% on small-scale and low-profit enterprises whose annual taxable income is more than RMB1,000,000, approximately $139,404, but less than RMB3,000,000, approximately $418,212, from January 1, 2022 to December 31, 2024. 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, except for Xixingdao, FVT Supply Chain and FLTT.

Thecomponents of the income tax provision are as follows:

SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION

	2024		2023
	Three months ended March 31,
	2024		2023
Current:
– United States of America	$	-	$	41,444
– Seychelles		-		-
– Hong Kong		-		-
– The PRC		319		33,530
Current income tax expense
Deferred
– United States of America		-		-
– Seychelles		-		-
– Hong Kong		-		-
– The PRC		-		-
Deferred income tax expense
Total	$	319	$	74,974

The

effective tax rate was 18% and -527.9% for the three months ended March 31, 2024 and 2023, respectively.

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NOTE

9 - OPERATING LEASES

As of March 31, 2024, the Company has twenty-one separate operating lease agreements for three office spaces, one warehouse and seventeen stores in PRC with remaining lease terms of from 3 month to 39 months.

Two of the leases described above were entered with related parties. The operating lease entered with Ms. Qingmei Lin, a related party, is for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027 with the monthly rent expense of RMB10,000 (approximately $1,394). The operating lease agreement entered with Mr. Hongwei Ye, another related party, is for the premises in Dongguan City, PRC. The agreement covers the period from October 1, 2023 to September 30, 2026 with the monthly rent expense of RMB960 (approximately $134).

The components of lease expense and supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

	2024		2023
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations)	Three months ended March 31,
	2024		2023
Related parties	$	5,047	$	4,806
Non-related parties		52,469		33,284
Total	$	57,516	$	38,090
Other information for the three months ended	March 31, 2024			March 31, 2023
---	---	---	---	---	---	---
Cash paid for amounts included in the measurement of lease obligations	$	71,727		$	42,179
Weighted average remaining lease term (in years)		2.35			2.91
Weighted average discount rate		3.23	%		3.23	%

Maturities of the Company’s lease obligations as of March 31, 2024 are as follows:

SCHEDULE OF MATURITIES OF LEASE OBLIGATIONS

Year ending December 31,
2024 (remaining)	$	116,363
2025		129,074
2026		48,566
2027		5,540
2028		-
Total lease payment		299,543
Less: Imputed interest		(40,784	)
Operating lease obligations	$	258,759

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NOTE

10 – BANK AND OTHER BORROWINGS

In May 2022, the Company obtained a loan in the principal amount of RMB161,000 (approximately $24,000 when borrowed) from Huaneng Guicheng Trust Co., Ltd. (“Huaneng Guicheng”), which bears interest at 11.34%. The loan is guaranteed by Yumin Lin. The maturity date is on May 21, 2024.

In May 2022, the Company obtained a bank loan in the principal amount of RMB69,000 (approximately $10,000 when borrowed) from WeBank, which bears interest at 11.34%. The loan is guaranteed by Yumin Lin. The maturity date is on May 21, 2024.

In July 2022, the Company obtained two loans in the principal amount of RMB99,000 (approximately $15,000 when borrowed) and RMB231,000 (approximately $34,000 when borrowed) from WeBank and Guangdong Nanyue Bank Co., Ltd. (“Nanyue Bank”), respectively, which bear interest at 14.4%. The loans are guaranteed by Kaihong Lin. The maturity date is on July 8, 2024.

In July 2022, the Company obtained two loans in the principal amount of RMB153,000 (approximately $23,000 when borrowed) and RMB357,000 (approximately $53,000 when borrowed) from WeBank and Nanyue Bank, respectively, which bear interest at 14.4%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on July 13, 2024.

In July 2022, the Company obtained a loan in the principal amount of RMB380,000 (approximately $57,000 when borrowed) from Huaneng Guicheng, which bears interest at 12.6%. The loan is guaranteed by Yumin Lin. The maturity date is on July 21, 2024.

In February 2023, the Company obtained a revolving credit line in the principal amount of RMB465,000 (approximately $68,000 when borrowed) from China Construction Bank, which bears interest at 4.00%. The loan is guaranteed by Shuqin Chen, a related party. The maturity date is on February 11, 2024. As of March 31, 2024, the Company had repaid this bank loan in full to China Construction Bank.

In April 2023, the Company obtained two bank loans in the principal amount of RMB224,000 (approximately $31,000 when borrowed) and RMB96,000 (approximately $13,000 when borrowed) from Bank of Ningbo and WeBank, respectively, which bear interest at 12.24%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on April 7, 2025.

In April 2023, the Company obtained a mortgage loan in the principal amount of RMB195,415 (approximately $27,000 when borrowed) from WeBank, which bears interest at 6.54%. The loan is pledged with a vehicle of the Company. The maturity date is on April 10, 2028.

In May 2023, the Company obtained a revolving credit line in the principal amount of RMB1,050,000 (approximately $146,000 when borrowed), with Yumin Lin as a co-borrower, from China Construction Bank, which bears interest at 4.20%. The maturity date is on May 26, 2024.

In July 2023, the Company obtained two bank loans in the principal amount of RMB57,000 (approximately $8,000 when borrowed) and RMB133,000 (approximately $18,000 when borrowed) from WeBank and Nanyue Bank, respectively, which bear interest at 10.44%. The loans are guaranteed by Falan Zhou, a manager of subsidiaries. The maturity date is on July 13, 2025.

In July 2023, the Company obtained a revolving credit line in the principal amount of RMB1,040,000 (approximately $143,000 when borrowed) from China Construction Bank, which bears interest at 3.70%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged with her property. The maturity date is on July 17, 2026.

In July 2023, the Company obtained a revolving credit line in the principal amount of RMB817,000 (approximately $114,000 when borrowed), with Yumin Lin as a co-borrower from China Construction Bank, which bears interest at 3.85%. The maturity date is on July 22, 2024.

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In November 2023, the Company obtained a bank loan in the principal amount of RMB440,000 (approximately $62,000 when borrowed) from WeBank, which bears interest at 7.92%. The loan is guaranteed by Jianglong Xiong. The maturity date is on November 16, 2025.

In January 2024, the Company obtained a bank loan, in the principal amount of RMB390,000 (approximately $544,000 when borrowed) from from Huaneng Guicheng Trust Co., Ltd. (“Huaneng Guicheng”), which bears interest at 17.64%. The loan is guaranteed by Yumin Lin. The maturity date is on January 21, 2016.

In February 2024, the Company obtained two bank loans, both in the principal amount of RMB270,000 (approximately $38,000 when borrowed) from WeBank, which bears interest at 7.92%. The loans are both guaranteed by Jianglong Xiong. The maturity dates are both on February 22, 2026.

The balance of the loans borrowed as of March 31, 2024 and December 31, 2023 were as follows:

SCHEDULE OF BALANCE OF LOAN BORROWED UNDER CREDIT LINES

	March 31, 2024		December 31, 2023
Loans from a trust in PRC	$	60,143	$	20,343
China Construction Bank		402,617		475,121
Guangdong Nanyue Bank		13,573		24,164
WeBank		179,060		129,396
Bank of Ningbo		16,805		21,041
Aggregate outstanding principal balances		672,198		670,065
Less: current portion		424,604		458,023
Non-current portion	$	247,594	$	212,042

The

total interest expense was $10,844 and $9,292 for the three months ended March 31, 2024 and 2023, respectively.

Future minimum loan payments as of March 31, 2024 are as follows:

SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS

Year ending December 31,
2024 (remaining)	$	393,386
2025		113,770
2026		158,152
2027		4,980
Thereafter		1,910
Total	$	672,198

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Theinformation contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the yearended December 31, 2023 filed with the Securities and Exchange Commission on April 15, 2024 (the “Form 10-K”) and presumesthat readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read togetherwith our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate 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 guaranteedof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Westrongly 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 shouldalso 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 three months ended March 31, 2024 and 2023, the Company conducted its business in one revenue stream: product sales – liquor, water, water purifier and other F&B products.

Resultsof Operations

Threemonths ended March 31, 2024 and 2023

	Three months ended March 31,
	2024			2023			Change
Net revenues	$	267,822		$	1,635,289		$	(1,367,467	)
Cost of revenues		(212,889	)		(677,367	)		(464,478	)
Gross profit		54,933			957,922			(902,989	)
Operating expense		(1,047,874	)		(964,637	)		83,237
Other income		2,994			1,774			1,220
Interest income		30			31			(1	)
Interest expense		(10,844	)		(9,292	)		(1,552	)
Income taxes expense		(319	)		(74,974	)		74,655
Net loss		(1,001,080	)		(89,176	)		(910,904	)
Net loss attributable to noncontrolling interests		(1,549	)		(357	)		(1,192	)
Net loss attributable to Fortune Valley Treasures, Inc.	$	(999,531	)	$	(88,819	)	$	(910,712	)

NetRevenues

Net revenues were $267,822 for the three months ended March 31, 2024, reflecting a decrease of $1,367,467, or 84%, from $1,635,289 for the three months ended March 31, 2023. The decrease in net revenues was mainly due to the lower product sales volume than the same period of the prior year and to a lesser extent, the lower unit sales prices of wine products. The decrease in product sales was resulted from a decline in market demand resulting from the sluggish economic environment and slow recovery in China’s economy as compared to the same period of the prior year. And in order to attract new customers, the Company has lowered the unit sales prices of wine products beginning in April 2023.

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Costof Revenues

Cost of revenues was $212,889 for the three months ended March 31, 2024, reflecting a decrease of $464,478, or 69%, from $677,367 for the three months ended March 31, 2023. The decrease in cost of revenues was mainly due to the lower product sales volume in line with our net revenues decrease and to a lesser extent, the lower unit sales prices of wine products, which led to a lesser decrease in cost of revenues comparing to net revenues.

GrossProfit

Gross profit was $54,933 and $957,922 for the three months ended March 31, 2024 and 2023, respectively, reflecting a decrease of $902,989, or 94%. The decrease in gross profit was mainly due to the decrease in the net revenues.

OperatingExpenses

Operating expenses were $1,047,874 for the three months ended March 31, 2024, reflecting an increase of $83,237, or 9%, from $964,637 for the three months ended March 31, 2023. The increase in operating expenses was mainly due to the allowance of credit loss for accounts receivable.

NetLoss

For the three months ended March 31, 2024, our net loss was $1,001,080, compared to the net loss of $89,176 for the three months ended March 31, 2023. The increase in net loss was a result of the factors described above.

NetLoss Attributable to Noncontrolling Interests

The Company records net loss attributable to noncontrolling interests in the unaudited condensed consolidated statements of operations for any noncontrolling interests of consolidated subsidiaries.

For the three months ended March 31, 2024 and 2023, the Company recorded the net loss attributable to noncontrolling interests of $1,549 and $357, respectively.

Liquidity and Capital Resources

WorkingCapital

	March 31, 2024		December 31, 2023		Change
Total current assets	$	4,098,040	$	5,083,189	$	(985,149	)
Total current liabilities		3,820,836		3,851,925		(31,089	)
Working capital	$	277,204	$	1,231,264	$	(954,060	)

As of March 31, 2024, we had working capital of $277,204, as compared to working capital of $1,231,264 as of December 31, 2023. We had total current assets of $4,098,040, consisting of cash and cash equivalents of $16,785, inventories of $25,146, prepayments and other current assets of $1,527,126, accounts receivable of $2,528,983 compared to total current assets of $5,083,189 as of December 31, 2023. The decrease in total current assets was mainly due to the decrease in accounts receivable, prepayments and other current assets, and cash and cash equivalents. We had current liabilities of $3,820,836, consisting of operating lease obligations - current of $99,017, accounts payable of $495,227, accrued liabilities of $671,722, bank and other borrowing - current of $424,604, customer advances of $1,350,606 and due to related parties of $779,660. The decrease in total current liabilities was mainly due to the decrease in the accounts payable and customer advances.

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Our cash and cash equivalents balance decreased to $16,785 as of March 31, 2024, from $288,255 as of December 31, 2023. We estimate the Company currently has insufficient working capital to support its daily operations for the next twelve months, without raising additional capital. The Company is continuing to look for different financing opportunities in order to increase working capital and improve liquidity, including bank borrowings and additional fundings from major shareholders. We intend to commence new promotion plans to increase product sales and expand customer base and make additional efforts in accounts receivable collections. If we are unable to generate sufficient profits from operations or obtain additional equity or debt financing as required, there could be substantial uncertainty regarding our ability to continue as a going concern.

No assurance can be given that any future financing 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, 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.

CashFlows

	Three months ended March 31,
	2024			2023			Change
Cash Flows used in Operating Activities	$	(290,166	)	$	(174,905	)	$	(115,261	)
Cash Flows used in Investing Activities		-			(702	)		702
Cash Flows provided by Financing Activities		19,341			31,017			(11,676	)
Effect of exchange rate changes		(645	)		(909	)		264
Net Changes in Cash and Cash Equivalents	$	(271,470	)	$	(145,499	)	$	(125,971	)

CashFlow from Operating Activities

Net cash used in operating activities for the three months ended March 31, 2024 was $290,166, as compared to the amount of $174,905 provided by operating activities for the three months ended March 31, 2023, reflecting an increase of $115,261 in cash outflows. Such increase was mainly resulted from the allowance of credit loss for accounts receivables.

CashFlow from Investing Activities

Net cash used in investing activities was $nil for the three months ended March 31, 2024, compared to net cash used in investing activities of $702 for the three months ended March 31, 2023. Such decrease was mainly resulted from no purchase of property and equipment in 2024.

CashFlow from Financing Activities

Net cash provided by financing activities was $19,341 for the three months ended March 31, 2024, compared to net cash provided by financing activities of $31,017 for the three months ended March 31, 2023. Such decrease was mainly resulted from the higher repayment to bank loan during the periods ended March 31, 2024 than 2023.

CriticalAccounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States. The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported and disclosed in our financial statements and the accompanying notes. Actual results could differ materially from these estimates under different assumptions or conditions. We identified no critical accounting estimates in the current period.

As described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we consider our critical accounting policies to be those related to revenue recognition, allowance of doubtful accounts and impairment of intangible assets and goodwill. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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Off-BalanceSheet 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.

RelatedParty Transactions

As of March 31, 2024 and December 31, 2023, the Company had accounts receivable from related parties in the amounts of $42,956 and $61,113, prepayments to related parties in the amounts of $873,085 and $941,978, deposits to related parties in the amounts of $527,304 and $536,450, and accounts payable to related parties in amounts of $194,550 and $162,310, respectively.

As of March 31, 2024 and December 31, 2023, the Company had outstanding payables due to its related parties in the amounts of $779,660 and $680,226, respectively, which mainly consisted of borrowings for working capital purpose. The balances were unsecured, non-interest bearing and due on demand.

During the three months ended March 31, 2024 and 2023, the Company sold products to its related parties in the amounts of $3,844 and $26,750, respectively, purchased goods from its related parties in the amounts of $87,586 and $240,220, and incurred the costs of revenues from related parties in the amounts of $87,912 and $228,982, respectively.

During the three months ended March 31, 2024 and 2023, the rental expenses to related parties were $5,047 and $4,806, respectively.

Our related parties are primarily those who are significantly influenced by the Company based on our common business relationships. Refer to Note 7 to the unaudited condensed consolidated financial statements for additional details regarding the related party transactions.

Item3. 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.

Item4. Controls and Procedures.

Evaluationof 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 March 31, 2024, that our disclosure controls and procedures were not effective.

The matters involving internal controls and procedures that our management considered to be material weakness under the standards of the Public Company Accounting Oversight Board was lack of well-established procedures to identify, approve and review related party transactions.

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Management’sReport on Internal Control over Financial Reporting

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

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

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

We carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of March 31, 2024. 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 March 31, 2024, 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<br> have increased our personnel resources and technical accounting expertise within the accounting function and intend to hire one or<br> more additional personnel for the function due to turnover.
●	We<br> plan to test our updated controls and remediate our deficiencies at the end of 2024.

Changesin 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.

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PART

II — OTHER INFORMATION

Item1. 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.

Item1A. Risk Factors.

Not applicable to a smaller reporting company

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None.

Item6. 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<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> 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:<br> May 20, 2024	By:	/s/ Yumin Lin
		Yumin<br> Lin
		President<br> and Chief Executive Officer
		(Principal<br> Executive Officer)
Date:<br> May 20, 2024	By:	/s/ Kaihong Lin
		Kaihong<br> Lin
		Chief<br> Financial Officer and Treasurer
		(Principal<br> Financial and Accounting Officer)

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EXHIBIT31.1

CERTIFICATION

I, Yumin Lin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fortune Valley Treasures, Inc. (the “Company”) for the quarter ended March 31, 2024;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable<br> assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br> with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> May 20, 2024
---	---	---
	By*:*	/s/ Yumin Lin
	Name:	Yumin<br> Lin
	Title:	Chief<br> Executive Officer and President<br><br> (Principal Executive Officer)

EXHIBIT31.2

CERTIFICATION

I, Kaihong Lin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fortune Valley Treasures, Inc. (the “Company”) for the quarter ended March 31, 2024;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable<br> assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br> with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting
Date:<br> May 20, 2024
---	---	---
	By*:*	/s/ Kaihong Lin
	Name:	Kaihong<br> Lin
	Title:	Chief<br> Financial Officer and Treasurer<br><br> <br>(Principal<br> Financial and Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Fortune Valley Treasures, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> May 20, 2024
	By*:*	/s/ Yumin Lin
	Name:	Yumin<br> Lin
	Title:	Chief<br> Executive Officer and President<br><br> <br>(Principal<br> Executive Officer)

EXHIBIT32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Fortune Valley Treasures, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:<br> May 20, 2024
	By*:*	/s/ Kaihong Lin
	Name:	Kaihong<br> Lin
	Title:	Chief<br> Financial Officer and Treasurer
		(Principal<br> Financial and Accounting Officer)