10-Q - FVTI - Equibles

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 ### September 30, 2022

☐

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<br>or other jurisdiction <br><br>of incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

B1601Donogfang 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) 769-85729133

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 November 14, 2022, 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 September 30, 2022 (Unaudited) and December 31, 2021	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	7
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM<br> 4.	CONTROLS AND PROCEDURES	20
PART II	OTHER INFORMATION	22
ITEM<br> 1	LEGAL PROCEEDINGS	22
ITEM<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM<br> 3	DEFAULTS UPON SENIOR SECURITIES	22
ITEM<br> 4	MINE SAFETY DISCLOSURES	22
ITEM<br> 5	OTHER INFORMATION	22
ITEM<br> 6	EXHIBITS	22
SIGNATURES		23

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PART

I - FINANCIAL INFORMATION

Item1. Condensed Consolidated Financial Statements.

FORTUNE

VALLEY TREASURES, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

			December 31,<br> <br>2021

Assets
Current assets
Cash and cash equivalents	239,443		$	123,163
Accounts receivable (including 116,995 and 43,477 from related parties as of September 30, 2022 and December 31, 2021, respectively)	3,650,531			2,662,168
Inventories	147,097			81,073
Prepayments and other current assets (including 1,957,201 and 1,813,904 to related parties as of September 30, 2022 and December 31, 2021, respectively)	2,507,504			2,176,713
Due from related party	-			26,364
Total current assets	6,544,575			5,069,481
Non-current assets
Deposits paid (including 1,607,955 and 1,596,075 to related parties as of September 30, 2022 and December 31, 2021, respectively)	2,316,264			2,306,160
Property and equipment, net	110,019			140,394
Operating lease right-of-use assets	317,612			385,896
Operating lease right-of-use assets, related parties	76,639			98,626
Intangible assets, net	1,475,000			2,281,790
Goodwill	1,255,931			1,406,289
Total Assets	12,096,040		$	11,688,636
Liabilities and Stockholders’ Equity
Current liabilities
Operating lease obligations – current	110,896		$	133,586
Operating lease obligations, related parties - current	24,851			22,666
Accounts payable (including 3,629 and 17,789 to related parties as of September 30, 2022 and December 31, 2021, respectively)	155,039			239,492
Accrued liabilities	131,363			128,343
Bank and other borrowings - current	413,207			101,207
Income tax payable	111,142			25,726
Customer advances	176,213			382,518
Due to related parties	596,006			683,981
Total current liabilities	1,718,717			1,717,519
Non-current liabilities
Operating lease obligations – non-current	202,180			240,611
Operating lease obligations, related parties – non-current	57,238			77,934
Bank and other borrowings	89,424			188,218
Total Liabilities	2,067,559			2,224,282
Stockholders’ Equity
Common stock (150,000,000 shares authorized, 15,655,038 shares issued and outstanding as of September 30, 2022 and December 31, 2021)	15,655			15,655
Additional paid-in capital	11,061,233			11,061,233
Accumulated deficit and statutory reserves	(809,468	)		(2,561,681	)
Accumulated other comprehensive income (loss)	(679,256	)		544,305
Total Fortune Valley Treasures, Inc. stockholders’ equity	9,588,164			9,059,512
Noncontrolling interests	440,317			404,842
Total Stockholders’ Equity	10,028,481			9,464,354
Total Liabilities and Stockholders’ Equity	12,096,040		$	11,688,636

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 INCOME

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

			2021			2022			2021
						Nine months ended<br> <br>September 30,
			2021			2022			2021
Net revenues (including 79,137 and 106,378 from related parties for the three months ended September 30, 2022 and 2021, respectively; 120,632 and 495,062 from related parties for the nine months ended September 30, 2022 and 2021, respectively)	2,915,303		$	2,005,390		$	6,513,572		$	5,474,894
Cost of revenues (including 377,283 and 238,524 from related parties for the three months ended September 30, 2022 and 2021, respectively; 763,663 and 508,867 from related parties for the nine months ended September 30, 2022 and 2021, respectively)	1,400,522			875,418			3,018,507			2,402,685
Gross profit	1,514,781			1,129,972			3,495,065			3,072,209
Operating expenses:
Selling and distribution expenses	15,509			21,964			49,593			69,122
General and administrative expenses	472,131			499,928			1,347,074			1,431,377
Operating income	1,027,141			608,080			2,098,398			1,571,710
Other income (expense):
Other income	2,221			2,309			10,423			2,595
Interest income	114			203			207			851
Interest expense	(10,388	)		(4,327	)		(21,077	)		(13,814	)
Other expense, net	(8,053	)		(1,815	)		(10,447	)		(10,368	)
Income before income tax	1,019,088			606,265			2,087,951			1,561,342
Income tax expense	108,353			156,402			212,274			319,024
Net income	910,735		$	449,863		$	1,875,677		$	1,242,318
Less: Net income attributable to noncontrolling interests	54,931			59,875			123,464			132,601
Net income attributable to Fortune Valley Treasures, Inc.	855,804			389,988			1,752,213			1,109,717
Other comprehensive income (loss):
Foreign currency translation income (loss)	(719,949	)		23,945			(1,311,550	)		105,316
Total comprehensive income	190,786			473,808			564,127			1,347,634
Less: comprehensive income attributable to noncontrolling interests	10,749			63,637			35,475			143,831
Comprehensive income attributable to Fortune Valley Treasures, Inc.	180,037		$	410,171		$	528,652		$	1,203,803
Earnings per share
Basic and diluted earnings per share*	0.05		$	0.02		$	0.11		$	0.07
Basic and diluted weighted average shares outstanding*	15,655,038			15,655,038			15,655,038			15,655,038

All values are in US Dollars.

*	Given<br> effect of the Reverse Stock Split, see Note 9

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

	Number<br> of shares		Amount		Paid-in<br> <br>Capital		Comprehensive<br> <br>Income (Loss)			Statutory<br><br><br> Reserves			controlling<br> <br>Interests			Stockholders’<br> <br><br>Equity
	Common<br> Stock				Additional		Accumulated<br> <br>Other			Accumulated<br> <br>Deficit and			Non			Total
	Number<br> of shares		Amount		Paid-in<br> <br>Capital		Comprehensive<br> <br>Income (Loss)			Statutory<br><br><br> Reserves			controlling<br> <br>Interests			Stockholders’<br> <br><br>Equity
Balance<br> as of December 31, 2021		15,655,038	$	15,655	$	11,061,233	$	544,305		$	(2,561,681	)	$	404,842		$	9,464,354
Net<br> income		-		-		-		-			148,676			27,283			175,959
Foreign<br> currency translation adjustment		-		-		-		8,972			-			1,748			10,720
Balance<br> as of March 31, 2022		15,655,038	$	15,655	$	11,061,233	$	553,277		$	(2,413,005	)	$	433,873		$	9,651,033
Net<br> income		-		-		-		-			747,733			41,250			788,983
Foreign<br> currency translation adjustment		-		-		-		(556,766	)		-			(45,555	)		(602,321	)
Balance<br> as of June 30, 2022		15,655,038	$	15,655	$	11,061,233	$	(3,489	)	$	(1,665,272	)	$	429,568		$	9,837,695
Net<br> income		-		-		-		-			855,804			54,931			910,735
Foreign<br> currency translation adjustment		-		-		-		(675,767	)		-			(44,182	)		(719,949	)
Balance<br> as of September 30, 2022		15,655,038	$	15,655	$	11,061,233	$	(679,256	)	$	(809,468	)	$	440,317		$	10,028,481
	Common<br> Stock *				Additional		Accumulated<br> <br>Other			Accumulated<br> <br>Deficit and			Non			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number<br> of shares		Amount		Paid-in<br> <br>Capital*		Comprehensive<br> <br>Income			Statutory<br><br><br> Reserves			controlling<br> <br>Interests			Stockholders’<br><br><br> Equity
Balance<br> as of December 31, 2020*		15,655,038	$	15,655	$	11,061,233	$	300,265		$	(4,341,417	)	$	195,915		$	7,231,651
Net<br> income		-		-		-		-			305,254			30,320			335,574
Foreign<br> currency translation adjustment		-		-		-		(6,067	)		-			(603	)		(6,670	)
Balance<br> as of March 31, 2021*		15,655,038	$	15,655	$	11,061,233	$	294,198		$	(4,036,163	)	$	225,632		$	7,560,555
Net<br> income		-		-		-		-			414,475			42,406			456,881
Foreign<br> currency translation adjustment		-		-		-		79,970			-			8,071			88,041
Balance<br> as of June 30, 2021*		15,655,038	$	15,655	$	11,061,233	$	374,168		$	(3,621,688	)	$	276,109		$	8,105,477
Beginning<br> balance ^*^		15,655,038	$	15,655	$	11,061,233	$	374,168		$	(3,621,688	)	$	276,109		$	8,105,477
Net<br> income		-		-		-		-			389,988			59,875			449,863
Foreign<br> currency translation adjustment		-		-		-		20,183			-			3,762			23,945
Balance<br> as of September 30, 2021*		15,655,038	$	15,655	$	11,061,233	$	394,351		$	(3,231,700	)	$	339,746		$	8,579,285
Ending<br> balance ^*^		15,655,038	$	15,655	$	11,061,233	$	394,351		$	(3,231,700	)	$	339,746		$	8,579,285
*	Given<br> effect of the Reverse Stock Split, see Note 9
---	---

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 NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

	2022			2021
	Nine months ended September 30,
	2022			2021
Cash flows from operating activities
Net income	$	1,875,677		$	1,242,318
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense		648,740			638,099
Non-cash lease expense		122,069			83,211
Changes in operating assets and liabilities
Accounts receivable		(1,374,495	)		494,352
Inventories		(80,648	)		(206,348	)
Prepayments and other current assets		(608,448	)		(1,956,481	)
Due from related party		25,423			-
Deposits paid		(277,134	)		(1,198,351	)
Accounts payable		(63,540	)		66,530
Due to related parties		(177,253	)		-
Customer advances		(178,597	)		(48,514	)
Accrued liabilities		153,158			373,916
Income tax payable		95,197			(103,180	)
Operating lease obligations		(111,705	)		(97,752	)
Net cash provided by (used in) operating activities		48,444			(712,200	)
Cash flows from investing activities
Repayment of advance to related parties		-			3,642,059
Advance to related parties		-			(3,136,194	)
Purchase of property and equipment		-			(119,446	)
Purchase of intangible assets		-			(23,488	)
Net cash provided by investing activities		-			362,931
Cash flows from financing activities
Borrowings from related parties		-			1,867,770
Borrowings from and repayments to revolving credit lines, net		148,606			(33,112	)
Borrowings from bank loans		135,499			-
Borrowings from a third party		80,338			-
Repayments to related parties		(154,510	)		(1,622,380	)
Repayments to bank loans		(28,053	)		-
Repayments to a third party		(73,878	)		-
Net cash provided by financing activities		108,002			212,278
Effect of exchange rate changes on cash and cash equivalents		(40,166	)		37,343
Net changes in cash and cash equivalents		116,280			(99,648	)
Cash and cash equivalents–beginning of the period		123,163			249,837
Cash and cash equivalents–end of the period	$	239,443		$	150,189
Supplementary cash flow information:
Interest paid	$	21,077		$	13,814
Income taxes paid	$	126,858		$	446,755
Non-cash investing and financing activities
Expenses paid by related parties on behalf of the Company	$	135,081		$	532,912
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	$	74,588		$	307,550

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(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 (given effect of the Reverse Stock Split, see Note 9) 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 (given effect of the Reverse Stock Split, see Note 9) 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 (given effect of the Reserve Stock Split, see Note 9) 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.

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 from the Valley Holdings seller (the “Valley Holdings Agreement”). On July 8, 2022, FVTI, DILHK, Valley Holdings and the Valley Holdings Seller signed a termination agreement, pursuant to which the parties mutually agreed to terminate the Valley Holdings Agreement signed on March 16, 2020. The Valley Holdings Agreement was terminated effective July 8, 2022 and the parties have no further rights or obligations under the Valley Holdings Agreement. The parties further agreed to waive their rights to any claims that may arise under the Valley Holdings Agreement. As of the date of the termination agreement, no equity interest of Valley Holdings had been transferred to FVTI, DILHK or Valley Holdings.

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.

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Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, 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, 2021 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, 2021, filed with the SEC on April 1, 2022 (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.

As of September 30, 2022, 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	Nature of Operation	Place of<br><br> <br>Incorporation
DIGLS	July<br> 4, 2016	FVTI	Investment<br> holding	Republic<br> of Seychelles
DILHK	June<br> 22, 2016	DIGLS	Investment<br> holding	Hong<br> Kong, PRC
QHDX	November<br> 3, 2016	DILHK	Investment<br> holding	PRC
FVTL	May<br> 31, 2011	QHDX	Trading<br> of food and platform	PRC
JJGS	August<br> 17, 2017	FVTI	Investment<br> holding	Republic<br> of Seychelles
JJHK	August<br> 24, 2017	JJGS	Investment<br> holding	Hong<br> Kong, PRC
JJSZ	November<br> 16, 2018	JJHK	Trading<br> of food	PRC
Xixingdao	August<br> 28, 2019	QHDX	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu La Tu Trade Ltd (“FLTT”)	September<br> 27, 2020	FVTL	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Fu Xin Gu Trade Ltd (“FXGT”)	December<br> 2, 2020	FVTL	Trading<br> of alcoholic beverages	PRC
Dongguan<br> City Fu Xin Technology Ltd (“FXTL”)	November<br> 12, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Guan Healthy Industry Technology Ltd (“FGHL”)	December<br> 21, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Jing Technology Ltd (“FJTL”)	November<br> 17, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Xiang Technology Ltd (“FGTL”)	November<br> 16, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Ji Food & Beverage Ltd (“FJFL”)	November<br> 9, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Lai Food Ltd (“FLFL”)	September<br> 27, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Yi Beverage Ltd (“FYBL”)	November<br> 12, 2020	Xixingdao	Drinking<br> water distribution and delivery	PRC
Dongguan<br> City Fu Xi Drinking Water Company Ltd (“FXWL”)	March<br> 17, 2021	Xixingdao	Sales<br> of agriculture products, household electric appliances and plastic products	PRC
Dongguan<br> City Fu Jia Drinking Water Company Ltd (“FJWL”)	March<br> 29, 2021	Xixingdao	Sales<br> of agriculture products, household electric appliances and food	PRC
Dongguan<br> City Fu Sheng Drinking Water Company Ltd (“FSWL”)	March<br> 29, 2021	Xixingdao	Sales<br> of agriculture products, household electric appliances and food	PRC
Shenzhen<br> Fu Jin Trading Technology Company Ltd (“FJSTL”)	June<br> 7, 2021	Xixingdao	Trading<br> of primary agricultural products, household appliances and plastic products	PRC
Dongguan<br> City Fu Li Trading Ltd (“FLTL”)	September<br> 10, 2021	Xixingdao	Sales<br> of agriculture products, household electric appliances and plastic products	PRC
Guangdong<br> Fu Gu Supply Chain Group Ltd (“FGGC”)	September<br> 13, 2021	QHDX	Supply<br> chain service, sales of food and health products, machinery, plastic products, and investment holding	PRC
Dongguan<br> City Fu Zhi Gu Trading Ltd (“FZGTL”)	September<br> 9, 2022	FVTL	Sales<br> of pre-packaged food, office equipment, electronic product and consultancy service	PRC
Dongguan<br> City Chang Fu Trading Ltd (“CFTL”)	September<br> 9, 2022	FVTL	Sales<br> of pre-packaged food, office equipment, electronic product and consultancy service	PRC
Dongguan<br> City La Tong Trading Ltd (“LTTL”)	August<br> 8, 2022	FVTL	Sales<br> of pre-packaged food, office equipment, electronic product and consultancy service	PRC
Dongguan<br> City Kai Fu Trading Ltd (“KFTL”)	September<br> 8, 2022	FVTL	Sales<br> of pre-packaged food, office equipment, electronic product and consultancy service	PRC

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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, 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.

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<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.

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


		2021
Period-end RMB:US1 exchange rate	0.14053		0.15512
Period-average RMB:US1 exchange rate	0.15174		0.15452

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.

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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, 2022 and 2021.

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, 2022 and 2021, the Company did not record any impairment of goodwill.

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 wine, water, oil and water purifier 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 <br>September 30,				Nine months ended <br>September 30,
	2022		2021		2022		2021
Sales of wine	$	1,582,829	$	639,635	$	3,416,775	$	2,036,423
Sales of water		1,005,738		1,099,586		2,343,830		2,827,732
Sales of oil		-		14		-		217,131
Sales of water purifier		245,581		220,861		641,129		348,314
Others		81,155		45,294		111,838		45,294
Total	$	2,915,303	$	2,005,390	$	6,513,572	$	5,474,894

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, 2022 and December 31, 2021, the Company had customer advances of $176,213 and $382,518, respectively. During the nine months ended September 30, 2022, the Company recognized $322,084 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.

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NOTE

2 – PREPAYMENTS AND OTHER CURRENT ASSETS

Prepayments and other current assets consisted of the following as of September 30, 2022 and December 31, 2021:

SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS

	September 30, <br> 2022		December 31, <br> 2021
Prepayments (including $1,957,201 and $1,813,904 to related parties as of September 30, 2022 and December 31, 2021, respectively)	$	2,484,824	$	2,169,095
Other current assets		22,680		7,618
Prepayments and other current assets	$	2,507,504	$	2,176,713

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

NOTE

3 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of September 30, 2022 and December 31, 2021:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September<br> 30, <br><br> 2022			December<br> 31, <br><br> 2021
Office<br> equipment	$	116,447		$	113,995
Leasehold<br> improvement		126,386			126,386
Property<br> and equipment		242,833			240,381
Less:<br> Accumulated depreciation		(132,814	)		(99,987	)
Property<br> and equipment, net	$	110,019		$	140,394

Depreciation

expense, which was included in general and administrative expenses, for the nine months ended September 30, 2022 and 2021 was $32,829 and $14,017, respectively.

NOTE

4 – INTANGIBLE ASSETS

Intangible assets and related accumulated amortization were as follows:

SCHEDULE OF INTANGIBLE ASSETS

	September<br> 30,<br><br> <br>2022			December<br> 31,<br><br> <br>2021
Distributor<br> channel	$	3,027,016		$	3,389,404
Others		27,418			22,299
Total<br> intangible assets		3,054,434			3,411,703
Less:<br> Accumulated amortization		(1,579,434	)		(1,129,913	)
Total	$	1,475,000		$	2,281,790

Amortization

expense for the nine months ended September 30, 2022 and 2021 was $615,911 and $624,082, respectively, included in cost of revenues and general and administrative expenses.

As of September 30, 2022, the future estimated amortization costs for intangible assets are as follows:

SCHEDULE

OF FUTURE AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

Year ending December 31,
2022 (remaining)	$	190,559
2023		762,238
2024		509,986
2025		5,484
2026		5,484
Thereafter		1,249
Total	$	1,475,000

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NOTE

5- RELATED PARTY TRANSACTIONS

Amounts due from related party as of September 30, 2022 and December 31, 2021 are as follows:

SCHEDULE OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES

		September 30,<br><br> <br>2022		December<br> 31,<br><br> <br>2021
Mr.<br> Deqin Ke	Manager<br> of a subsidiary	$	-	$	26,364
Due<br> from related parties		$	-	$	26,364

Amounts due to related parties as of September 30, 2022 and December 31, 2021 are as follows:

		September 30,<br><br> <br>2022		December 31, <br>2021
Mr. Yumin Lin	President, Chief Executive Officer, Secretary, Director	$	441,365	$	344,218
Ms. Xiulan Zhou	Manager of a subsidiary		1,708		1,157
Mr. Huagen Li	Manager of a subsidiary		2,248		2,518
Mr. Guodong Jia	Manager of a subsidiary		385		944
Mr. Minghua Cheng	Former director and majority shareholder		-		157,353
Mr. Hongwei Ye	Manager of a subsidiary, Shareholder		15		17
Mr. Anping Chen	Manager of a subsidiary		2,129		6,924
Mr. Jiangwei Jia	Manager of a subsidiary		2,289		787
Ms. Xiuyun Wang	Manager of a subsidiary		-		6,020
Mr. Yuwen Li	Vice President		48,525		70,745
Shenzhen DaXingHuaShang Industry Development Ltd.	Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industry Development Ltd.		84,318		93,298
Mr. Deqin Ke	Manager of a subsidiary		703		-
Mr. Zhihua Liao	Manager of a subsidiary		2,588		-
Ms. Chunxiang Zhang	Manager of a subsidiary		2,925		-
Mr. Xue Meng	Manager of a subsidiary		4,156		-
Ms. Shuqin Chen	Manager of a subsidiary		1,910		-
Mr. Zhipeng Zuo	Manager of a subsidiary		742		-
Due<br> to related parties		$	596,006	$	683,981

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Revenues

generated from related parties during the nine months ended September 30, 2022 and 2021 are as follows:

SCHEDULE OF REVENUE GENERATED FROM RELATED PARTIES

		2022		2021
		For the nine months ended<br><br> <br>September 30,
		2022		2021
Mr. Kaihong Lin	Chief Financial Officer and Treasurer	$	697	$	391
Mr. Yumin Lin	President, Chief Executive Officer, Secretary, Director		438		302
Mr. Zihao Ye	Manager of a subsidiary		262		108
Mr. Naiyong Luo	Manager of a subsidiary		-		5,742
Mr. Hongwei Ye	Manager of a subsidiary, Shareholder		-		6,451
Ms. Xiulan Zhou	Manager of a subsidiary, Mr. Yumin Lin’s wife		-		52
Dongguan City Chashan Pingfeng Cigarette and Wine Store Co., Ltd.	Mr. Taiping Deng, a manager of a subsidiary, is the controlling shareholder of Dongguan City Chashan Pingfeng Cigarette and Wine Store Co., Ltd.		-		104,351
Dongguan Zhengui Reality Co., Ltd.	Mr. Naiyong Luo, a manager of a subsidiary, is the controlling shareholder of Dongguan Zhengui Reality Co., Ltd.		-		132,341
Dongguan Huanhai Trading Co., Ltd.	Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan Huanhai Trading Co., Ltd.		49,676		54,568
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.		12,639		100,490
Dongguan City Hualianguan Chemical Co., Ltd.	Mr. Hongwei Ye, a shareholder of the Company and a manager of a subsidiary, is the controlling shareholder of Dongguan City Hualianguan Chemical Co., Ltd.		56,920		19,560
Dongguan City Daying Internet Technology Co., Ltd.	Mr. Minghua Cheng, a former director and majority shareholder of the Company, is the controlling shareholder of Dongguan City Daying Internet Technology Co., Ltd.		-		57,500
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		-		13,206
Revenues<br> generated from related parties		$	120,632	$	495,062

Cost of revenues from related parties during the nine months ended September 30, 2022 and 2021 is as follows:

SCHEDULE OF COST REVENUES FROM RELATED PARTIES

		2022		2021
		For the nine months ended<br><br> <br>September 30,
		2022		2021
Dongguan Baxi Food Distribution Co., Ltd.	Significantly influenced by the Company	$	27,916	$	56,588
Dongguan Dalingshan Xinwenhua Drinking Water Store	Significantly influenced by the Company		78,474		45,701
Dongguan Pengqin Drinking Water Co., Ltd.	Significantly influenced by the Company		63,429		44,047
Dongguan Dengqinghu Drinking Water Co., Ltd.	Significantly influenced by the Company		2,043		7,758
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		60,614		51,943
Dongguan Anxiang Technology Co., Ltd.	Significantly influenced by the Company		95,045		140,043
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.	Significantly influenced by the Company		112,598		115,077
Dongguan Dalingshan Runxin Drinking Water Store	Significantly influenced by the Company		26,174		23,070
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.		297,370		24,640
Cost<br> of revenues from related parties		$	763,663	$	508,867

Purchases from related parties during the nine months ended September 30, 2022 and 2021 are as follows:

SCHEDULE OF PURCHASES FROM RELATED PARTIES

		2022		2021
		For the nine months ended<br><br> <br>September 30,
		2022		2021
Dongguan Baxi Food Distribution Co., Ltd.	Significantly influenced by the Company	$	31,360	$	73,366
Dongguan Dalingshan Xinwenhua Drinking Water Store	Significantly influenced by the Company		90,930		39,794
Dongguan Pengqin Drinking Water Co., Ltd.	Significantly influenced by the Company		66,659		39,679
Dongguan Dengqinghu Drinking Water Store	Significantly influenced by the Company		2,217		8,857
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		59,449		59,133
Dongguan Anxiang Technology Co., Ltd.	Significantly influenced by the Company		96,341		145,545
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.	Significantly influenced by the Company		117,062		141,278
Dongguan Dalingshan Runxin Drinking Water Store	Significantly influenced by the Company		26,122		32,040
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.		279,247		35,803
Purchase<br> from related party		$	769,387	$	575,495

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Due from related party mainly consists of funds advanced to a related party as borrowings or funds advanced to pay off the Company’s expenses. The balance is unsecured, non-interest bearing.

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

In

addition, during the nine months ended September 30, 2022 and 2021, these related parties paid expenses on the Company’s behalf in an amount of $135,081 and $532,912, respectively.

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, 7 and 8 for more transactions with related parties.

NOTE

6 - 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 which 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 $289,855), and 16.5% on any part of assessable profits over HK$2,000,000. For the nine months ended September 30, 2022 and 2021, 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

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%. MOF and SAT [2021] No.12 provides 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 $142,209, but less than RMB3,000,000, approximately $426,627, 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.

Thecomponents of the income tax provision are as follows:

SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION

	Nine Months Ended <br> September 30, 2022		Nine Months Ended <br> September 30, 2021
Current:
– United States of America	$	105,074	$	154,485
– Seychelles		-		-
– Hong Kong		-		-
– The PRC		107,200		164,539
Current income tax expense
Deferred
– United States of America		-		-
– Seychelles		-		-
– Hong Kong		-		-
– The PRC		-		-
Deferred income tax expense
Total	$	212,274	$	319,024

The

effective tax rate was 10.2% and 20.4% for the nine months ended September 30, 2022 and 2021, respectively.

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NOTE

7 - OPERATING LEASES

As of September 30, 2022, 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 2 months to 55 months.

Two of these 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 $1,517). 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 September 27, 2020 to September 30, 2023 with the monthly rent expense of RMB960 (approximately $146).

The

Company terminated an operating lease agreement with a subsidiary of Shenzhen DaXingHuaShang Industry Development Ltd., a related party, for the premises in Shenzhen City, PRC on February 28, 2021. The monthly rent expense for this lease was RMB30,000 (approximately $4,552).

The components of lease expense and supplemental cash flow information related to leases for the nine months ended September 30, 2022 and 2021 are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

	2022		2021
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations)	For the nine months ended <br> September 30,
	2022		2021
Related parties	$	16,132	$	27,944
Non-related parties		109,050		79,471
Total	$	125,182	$	107,415
Other<br> information for the nine months ended	September 30,<br><br> <br>2022			September 30,<br><br> <br>2021
---	---	---	---	---	---	---
Cash<br> paid for amounts included in the measurement of lease obligations	$	110,768		$	101,203
Weighted<br> average remaining lease term (in years)		3.31			3.92
Weighted<br> average discount rate		3.23	%		3.23	%

Maturities of the Company’s lease obligations as of September 30, 2022 are as follows:

SCHEDULE OF MATURITIES OF LEASE OBLIGATIONS

Year ending December 31,
2022 (remaining)	$	46,458
2023		130,694
2024		102,573
2025		92,635
2026		41,462
Thereafter		5,621
Total lease payment		419,443
Less: Imputed interest		(24,278	)
Operating lease obligations	$	395,165

NOTE

8 – BANK AND OTHER BORROWINGS

In August 2020, the Company obtained a revolving credit line in the principal amount of RMB910,000 (approximately $139,000 when borrowed) 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.

In December 2020, the Company obtained a loan in the principal amount of RMB750,000 (approximately $115,000 when borrowed) from Huaneng Guicheng Trust Co., Ltd. (“Huaneng Guicheng”), a financial institution in PRC, which bears interest at the base Loan Prime Rate of 3.85% plus 8.75%. The loan is guaranteed by Yumin Lin. The maturity date is on December 21, 2022. The loan was fully repaid in June 2022.

In November 2021, the Company obtained a bank loan in the principal amount of RMB500,000 (approximately $79,000 when borrowed) from Shenzhen Qianhai Webank Co., Ltd. (“WeBank”), which bears interest at 3.6%. The maturity date is on December 11, 2021. On December 11, 2021, the Company and WeBank agreed to extend the maturity date of the loan to December 21, 2023 and increase the principal amount to RMB500,750 (approximately $79,000 when borrowed) reflecting the accrued interest. The loan is guaranteed by Yumin Lin and bears interest at 10.71%.

In May 2022, the Company obtained a revolving credit line in the principal amount of RMB1,000,000 (approximately $149,000 when borrowed) from China Construction Bank, which bears interest at 4.45%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged by her property. The maturity date is on May 26, 2023.

In May 2022, the Company obtained a loan in the principal amount of RMB161,000 (approximately $24,000 when borrowed) from 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.

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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.

On July 21, 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.

The balance of the loans borrowed as of September 30, 2022 and December 31, 2021 were as follows:

SCHEDULE OF BALANCE OF LOAN BORROWED UNDER CREDIT LINES

	September 30, <br> 2022		December 31, <br>2021
Loan from a trust in PRC	$	67,804	$	67,438
China Construction Bank		268,413		143,192
WeBank		90,668		78,795
Nanyue Bank		75,746		-
Aggregate outstanding principal balances	$	502,631	$	289,425
Less: current portion		413,207		101,207
Non-current portion	$	89,424	$	188,218

The

total interest expense was $21,077 and $13,814 for the nine months ended September 30, 2022 and 2021, respectively.

Future minimum loan payments as of September 30, 2022 are as follows:

SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS

Year ending December 31,
2022 (remaining)	$	35,384
2023		410,509
2024		56,738
Thereafter		-
Total	$	502,631

NOTE

9 – COMMON STOCK

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, 2021, 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 amount in the accompanying financial statement for the prior period have been retroactively adjusted to reflect the Reverse Stock Split.

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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, 2021 filed with the Securities and Exchange Commission on April 1, 2022 (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 nine months ended September 30, 2022, the Company conducted its business in one revenue stream: product sales – wine, water, water purifier and other F&B products.

Resultsof Operations

ThreeMonths Ended September 30, 2022 and 2021

	Three Months Ended<br> <br>September 30,
	2022			2021			Change
Net revenues	$	2,915,303		$	2,005,390		$	909,913
Cost of revenues		(1,400,522	)		(875,418	)		(525,104	)
Gross profit		1,514,781			1,129,972			384,809
Operating expense		(487,640	)		(521,892	)		34,252
Other income		2,335			2,512			(177	)
Other expense		(10,388	)		(4,327	)		(6,061	)
Income taxes		(108,353	)		(156,402	)		48,049
Net income		910,735			449,863			460,872
Net income attributable to noncontrolling interests		54,931			59,875			(4,944	)
Net income attributable to Fortune Valley Treasures, Inc.	$	855,804		$	389,988		$	465,816

NineMonths Ended September 30, 2022 and 2021

	Nine Months Ended<br> <br>September 30,
	2022			2021			Change
Net revenues	$	6,513,572		$	5,474,894		$	1,038,678
Cost of revenues		(3,018,507	)		(2,402,685	)		(615,822	)
Gross profit		3,495,065			3,072,209			422,856
Operating expense		(1,396,667	)		(1,500,499	)		103,832
Other income		10,630			3,446			7,184
Other expense		(21,077	)		(13,814	)		(7,263	)
Income taxes		(212,274	)		(319,024	)		106,750
Net income		1,875,677			1,242,318			633,359
Net income attributable to noncontrolling interests		123,464			132,601			(9,137	)
Net income attributable to Fortune Valley Treasures, Inc.	$	1,752,213		$	1,109,717		$	642,496

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NetRevenues

Net revenues were $2,915,303 for three months ended September 30, 2022, reflecting an increase of $909,913, or 45%, from $2,005,390 for the three months ended September 30, 2021. The increase in net revenues was mainly due to the increase in the product sale as a result of a newly launched distribution channel via a WeChat App.

Net revenues were $6,513,572 for nine months ended September 30, 2022, reflecting an increase of $1,038,678, or 19%, from $5,474,894 for nine months ended September 30, 2021. The increase in net revenues was mainly attributable to the increase in the product sale as a result of the improved market condition with the impact of COVID-19, as compared to the same period of the prior year.

Cost of Revenues

Cost of revenues was $1,400,522 for the three months ended September 30, 2022, reflecting an increase of $525,104, or 60%, from $875,418 for the three months ended September 30, 2021. The increase in cost of revenue was due to the higher product sales volume in line with our revenue increase.

Cost of revenues was $3,018,507 for the nine months ended September 30, 2022, reflecting an increase of $615,822, or 26%, from $2,402,685 for the nine months ended September 30, 2021. The increase in cost of revenue was due to the higher product sales volume in line with our revenue increase.

Gross Profit

Gross profit was $1,514,781 and $1,129,972 for the three months ended September 30, 2022 and 2021, respectively, reflecting an increase of $384,809, or 34%. The increase in gross profit was due to the increase in the net revenues.

Gross profit was $3,495,065 and $3,072,209 for the nine months ended September 30, 2022 and 2021, respectively, reflecting an increase of $422,856, or 14%. The increase in gross profit was due to the increase in the net revenues.

Operating Expenses

Operating expense was $487,640 for the three months ended September 30, 2022, reflecting a slight decrease of $34,252, or 7%, from $521,892 for the nine months ended September 30, 2021.

Operating expense was $1,396,667 for the nine months ended September 30, 2022, reflecting a slight decrease of $103,832, or 7%, from $1,500,499 for the nine months ended September 30, 2021.

Net Income

For the three months ended September 30, 2022, our net income was $910,735, compared to a net income of $449,863 for the three months ended September 30, 2021. The increase in net income was a result of the factors described above.

For the nine months ended September 30, 2022, our net income was $1,875,677, compared to a net income of $1,242,318 for the nine months ended September 30, 2021. The increase in net income was a result of the factors described above.

Net income attributable to noncontrolling interests

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

For the three months ended September 30, 2022 and 2021, the Company recorded a net income attributable to noncontrolling interests of $54,931 and $59,875, respectively.

For the nine months ended September 30, 2022 and 2021, the Company recorded a net income attributable to noncontrolling interests of $123,464 and $132,601, respectively.

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Liquidity and Capital Resources

WorkingCapital

	September 30, 2022		December 31, 2021		Change
Total current assets	$	6,544,575	$	5,069,481	$	1,475,094
Total current liabilities		1,718,717		1,717,519		1,198
Working capital	$	4,825,858	$	3,351,962	$	1,473,896

As of September 30, 2022, we had working capital of $4,825,858, as compared to working capital of $3,351,962 as of December 31, 2021. We had total current assets of $6,544,575, consisting of cash and cash equivalents of $239,443, inventories of $147,097, prepayments and other current assets of $2,507,504, and accounts receivable of $3,650,531, compared to total current assets of $5,069,481 as of December 31, 2021. The increase was mainly due to the increase in cash and cash equivalents, account receivable, and prepayment and other current assets. We had current liabilities of $1,718,717, consisting of operating lease obligations of $135,747, accounts payable of $155,039, accrued liabilities of $131,363, bank and other borrowing of $413,207, customer advances of $176,213, income tax payable of $111,142 and due to related parties of $596,006. The balance of total current liabilities is comparable with the balance as of December 31, 2021.

Our cash and cash equivalents balance increased to $239,443 as of September 30, 2022, from $123,163 at December 31, 2021. We estimate the Company currently has sufficient cash available to meet its anticipated working capital requirements 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.

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.

CashFlows

	Nine Months Ended<br> <br>September 30,
	2022			2021			Change
Cash Flows provided by (used in) Operating Activities	$	48,444		$	(712,200	)	$	760,644
Cash Flows provided by Investing Activities		-			362,931			(362,931	)
Cash Flows provided by Financing Activities		108,002			212,278			(104,276	)
Effect of exchange rate changes		(40,166	)		37,343			(77,509	)
Net Changes in Cash and Cash Equivalents	$	116,280		$	(99,648	)	$	215,928

CashFlow from Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2022 was $48,444, as compared to the amount of $712,200 used in operating activities for the nine months ended September 30, 2021, reflecting an increase of $760,644. The cash provided by operating activities during the nine months ended September 30, 2022 was mainly resulted from net income of $1,875,677 and depreciation and amortization expenses of $648,740, offset by the increase in accounts receivable of $1,374,495, increase in the prepayments and other current assets of $608,448, increase in deposits paid to vendors of $277,134, and decrease in customer advances of $178,597.

CashFlow from Investing Activities

Net cash used in investing activities was nil for the nine months ended September 30, 2022, compared to net cash provided by investing activities of $362,931 for the nine months ended September 30, 2021.

CashFlow from Financing Activities

Net cash provided by financing activities was $108,002 for the nine months ended September 30, 2022, compared to net cash provided by financing activities of $212,278 for the nine months ended September 30, 2021. The cash provided by financing activities for the nine months ended September 30, 2022 was mainly resulted from the net proceeds from revolving credit lines of $148,606 and the proceeds from bank loans of $135,499, offset by the repayments to related parties of $154,510.

CriticalAccounting Policy

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.

Revenuerecognition

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.

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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 September 30, 2022 and December 31, 2021, the Company had accounts receivable from related parties in amounts of $116,995 and $43,477, prepayments to related parties in the amounts of $1,957,201 and $1,813,904, deposits to related parties in the amounts of $1,607,955 and $1,596,075, and accounts payable to related parties in amounts of $3,629 and $17,789, respectively.

As of September 30, 2022 and December 31, 2021, the Company had outstanding receivables due from a related party in the amounts of nil and $26,364, respectively, which mainly consisted of funds advanced to a related party as borrowings or funds advances to pay off the Company’s expenses. The balance was unsecured and non-interest bearing.

As of September 30, 2022 and December 31, 2021, the Company had outstanding payables due to its related parties in the amounts of $596,006 and $683,981, respectively, which mainly consisted of borrowings for working capital purpose. The balances were unsecured, non-interest bearing and due on demand.

During the nine months ended September 30, 2022 and 2021, the Company’s related parties paid expenses on behalf of the Company in the amounts of $135,081 and $532,912, respectively.

During the nine months ended September 30, 2022 and 2021, the Company sold products to its related parties in the amounts of $120,632 and $495,062, respectively, purchased goods from its related parties in the amounts of $769,387 and $575,495, and incurred cost of revenues from related parties in the amounts of $763,663 and $508,867, respectively.

During the nine months ended September 30, 2022 and 2021, the rental expenses to related parties were $16,132 and $27,944, respectively.

Our related parties are primarily those who are significantly influenced by the Company based on our common business relationships. Refer to Note 5 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 September 30, 2022, 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.

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.

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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, 2022. 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, 2022, 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> will create a position to segregate duties consistent with control objectives.
●	We<br> plan to prepare written policies and procedures for operating, accounting and financial reporting to establish a formal process to<br> close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.
●	We<br> plan to test our updated controls and remediate our deficiencies in the year 2022.

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> November 14, 2022	By:	/s/ Yumin Lin
		Yumin<br> Lin
		President<br> and Chief Executive Officer
		(Principal<br> Executive Officer)
Date:<br> November 14, 2022	By:	/s/ Kaihong Lin
		Kaihong<br> Lin
		Chief<br> Financial Officer
		(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 September 30, 2022;

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> November 14, 2022
---	---	---
	By:	/s/ Yumin Lin
	Name:	Yumin<br> Lin
	Title:	Chief<br> Executive Officer, President and Secretary<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 September 30, 2022;

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;

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> November 14, 2022
---	---	---
	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 September 30, 2022 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> November 14, 2022
	By:	/s/ Yumin Lin
	Name:	Yumin<br> Lin
	Title:	Chief<br> Executive Officer, President and Secretary<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

(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> November 14, 2022
	By:	/s/ Kaihong Lin
	Name:	Kaihong<br> Lin
	Title:	Chief<br> Financial Officer and Treasurer
		(Principal<br> Financial and Accounting Officer)