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 ### March 31, 2023

☐

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

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.)

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 accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As

of May 15, 2023, there were 15,655,038 shares, par value $0.001, of the registrant’s common stock outstanding.

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	3
	Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements for the Three Ended Months Ended March 31, 2023 and 2022 (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II	OTHER INFORMATION	20
ITEM 1	LEGAL PROCEEDINGS	20
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4	MINE SAFETY DISCLOSURES	20
ITEM 5	OTHER INFORMATION	20
ITEM 6	EXHIBITS	20
SIGNATURES		21

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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, 2023 AND DECEMBER 31, 2022

			December 31, 2022

Assets
Current assets
Cash and cash equivalents	20,186		$	165,685
Accounts receivable (including 122,741 and 146,087 from related parties as of March 31, 2023 and December 31, 2022, respectively)	5,369,852			4,797,564
Inventories	85,272			148,925
Prepayments and other current assets, net (including 1,282,273 and 1,102,861 to related parties as of March 31, 2023 and December 31, 2022, respectively)	1,823,231			1,758,917
Total current assets	7,298,541			6,871,091
Non-current assets
Deposits paid, net (including 697,871 and 758,445 to related parties as of March 31, 2023 and December 31, 2022, respectively)	863,517			1,121,302
Property and equipment, net	87,744			97,890
Operating lease right-of-use assets	293,113			297,232
Operating lease right-of-use assets, related parties	72,087			75,300
Operating lease right-of-use assets	72,087			75,300
Intangible assets, net	318,374			370,926
Goodwill	456,857			454,201
Total Assets	9,390,233		$	9,287,942
Liabilities and Stockholders’ Equity
Current liabilities
Operating lease obligations – current	111,788		$	110,201
Operating lease obligations, related parties - current	12,073			16,629
Operating lease obligations - current	12,073			16,629
Accounts payable (including 99,454 and 80,426 to related parties as of March 31, 2023 and December 31, 2022, respectively)	716,443			688,822
Accrued liabilities	600,857			502,389
Bank and other borrowings - current	482,409			422,653
Income tax payable	32,417			38,879
Customer advances	140,664			139,334
Due to related parties	571,030			565,675
Total current liabilities	2,667,681			2,484,582
Non-current liabilities
Operating lease obligations – non-current	182,526			189,957
Operating lease obligations, related parties – non-current	51,429			55,056
Operating lease obligations – non-current	51,429			55,056
Bank and other borrowings	32,392			58,438
Total Liabilities	2,934,028			2,788,033
Stockholders’ Equity
Common stock (150,000,000 shares authorized, 15,655,038 shares issued and outstanding as of March 31, 2023 and December 31, 2022)	15,655			15,655
Additional paid-in capital	11,061,233			11,061,233
Accumulated deficit and statutory reserves	(4,593,223	)		(4,504,404	)
Accumulated other comprehensive loss	(135,536	)		(180,826	)
Total Fortune Valley Treasures, Inc. stockholders’ equity	6,348,129			6,391,658
Noncontrolling interests	108,076			108,251
Total Stockholders’ Equity	6,456,205			6,499,909
Total Liabilities and Stockholders’ Equity	9,390,233		$	9,287,942

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(LOSS)

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

			2022

			2022
Net revenues (including 26,750 and 725 from related parties for the three months ended March 31, 2023 and 2022, respectively)	1,635,289		$	1,261,810
Cost of revenues (including 228,982 and 136,912 from related parties for the three months ended March 31, 2023 and 2022, respectively)	677,367			518,462
Gross profit	957,922			743,348
Operating expenses:
Selling and distribution expenses	13,242			18,155
General and administrative expenses	951,395			527,286
Operating income (loss)	(6,715	)		197,907
Other income (expense):
Other income	1,774			6,207
Interest income	31			77
Interest expense	(9,292	)		(5,825	)
Other income (expense), net	(7,487	)		459
Income (loss) before income tax	(14,202	)		198,366
Income tax expense	74,974			22,407
Net income (loss)	(89,176	)	$	175,959
Less: Net income (loss) attributable to noncontrolling interests	(357	)		27,283
Net income (loss) attributable to Fortune Valley Treasures, Inc.	(88,819	)		148,676
Other comprehensive income:
Foreign currency translation income	45,472			10,720
Total comprehensive income (loss)	(43,704	)		186,679
Less: comprehensive income (loss) attributable to noncontrolling interests	(175	)		29,031
Comprehensive income (loss) attributable to Fortune Valley Treasures, Inc.	(43,529	)	$	157,648
Earnings (loss) per share
Basic and diluted earnings (loss) per share	(0.01	)	$	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, 2023 AND 2022

(Unaudited)

	Number 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 of shares		Amount		Paid-in<br> Capital		Comprehensive<br> 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
Net 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
	Common Stock				Additional		Accumulated<br> Other		Accumulated<br> Deficit and			Non		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number of shares		Amount		Paid-in<br> Capital		Comprehensive<br> Income		Statutory<br> Reserves			controlling<br> Interests		Stockholders’<br> Equity
Balance as of December 31, 2021		15,655,038	$	15,655	$	11,061,233	$	544,305	$	(2,561,681	)	$	404,842	$	9,464,354
Net income		-		-		-		-		148,676			27,283		175,959
Net income ( loss)		-		-		-		-		148,676			27,283		175,959
Foreign currency translation adjustment		-		-		-		8,972		-			1,748		10,720
Balance as of March 31, 2022		15,655,038	$	15,655	$	11,061,233	$	553,277	$	(2,413,005	)	$	433,873	$	9,651,033

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, 2023 AND 2022

(Unaudited)

	2023			2022
	Three months ended March 31,
	2023			2022
Cash flows from operating activities
Net income (loss)	$	(89,176	)	$	175,959
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense		64,294			224,423
Non-cash lease expense		34,833			49,712
Allowance for credit losses		276,769			-
Loss on disposal of intangible asset		1,526			-
Changes in operating assets and liabilities
Accounts receivable		(546,350	)		785,262
Inventories		64,778			(66,676	)
Prepayments and other current assets, net		(53,733	)		(446,876	)
Due from related parties		-			167
Deposits paid, net		(11,881	)		(327,389	)
Accounts payable		23,682			(74,504	)
Due to related parties		12,199			(112,717	)
Customer advances		517			(31,914	)
Accrued liabilities		95,903			27,819
Income tax payable		(6,716	)		(25,754	)
Operating lease obligations		(41,550	)		(44,070	)
Net cash provided by (used in) operating activities		(174,905	)		133,442
Cash flows from investing activity
Acquisition of intangible asset		(702	)		-
Net cash used in investing activity		(702	)		-
Cash flows from financing activities
Borrowings from a revolving credit line		67,963			-
Repayments to bank loans		(27,062	)		-
Repayments to related parties		-			(78,761	)
Repayments to a third party		(9,884	)		(16,877	)
Net cash provided by (used in) financing activities		31,017			(95,638	)
Effect of exchange rate changes on cash and cash equivalents		(909	)		(10,354	)
Net changes in cash and cash equivalents		(145,499	)		27,450
Cash and cash equivalents–beginning of the period		165,685			123,163
Cash and cash equivalents–end of the period	$	20,186		$	150,613
Supplementary cash flow information:
Interest paid	$	9,292		$	5,825
Income taxes paid	$	121,883		$	64,784
Non-cash investing and financing activity
Operating lease right-of-use asset obtained in exchange for operating lease obligation	$	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, 2023 AND 2022

(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, 2023 and for the three months ended March 31, 2023 and 2022, 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, 2022 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, 2022, filed with the SEC on March 31, 2023 (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, 2023, 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 4, 2016	FVTI	Investment holding	Republic of Seychelles
DILHK	June 22, 2016	DIGLS	Investment holding	Hong Kong, PRC
QHDX	November 3, 2016	DILHK	Investment holding	PRC
FVTL	May 31, 2011	QHDX	Trading of food and platform	PRC
JJGS	August 17, 2017	FVTI	Investment holding	Republic of Seychelles
JJHK	August 24, 2017	JJGS	Investment holding	Hong Kong, PRC
JJSZ	November 16, 2018	JJHK	Trading of food	PRC
Xixingdao	August 28, 2019	QHDX	Drinking water distribution and delivery	PRC
Dongguan City Fu La Tu Trade Ltd (“FLTT”)	September 27, 2020	FVTL	Trading of alcoholic beverages	PRC
Dongguan City Fu Xin Gu Trade Ltd (“FXGT”)	December 2, 2020	FVTL	Trading of alcoholic beverages	PRC
Dongguan City Fu Xin Technology Ltd (“FXTL”)	November 12, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Guan Healthy Industry Technology Ltd<br> (“FGHL”)	December 21, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Jing Technology Ltd (“FJTL”)	November 17, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Xiang Technology Ltd (“FGTL”)	November 16, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Ji Food & Beverage Ltd (“FJFL”)	November 9, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Lai Food Ltd (“FLFL”)	September 27, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Yi Beverage Ltd (“FYBL”)	November 12, 2020	Xixingdao	Drinking water distribution and delivery	PRC
Dongguan City Fu Xi Drinking Water Company Ltd (“FXWL”)	March 17, 2021	Xixingdao	Drinking water distribution<br> and delivery, sales of alcoholic beverages and water purifier	PRC
Dongguan City Fu Jia Drinking Water Company Ltd (“FJWL”)	March 29, 2021	Xixingdao	Drinking water distribution and delivery, sales of<br> water purifier	PRC
Dongguan City Fu Sheng Drinking Water Company Ltd (“FSWL”)	March 29, 2021	Xixingdao	Drinking water distribution and delivery, sales of<br> water purifier	PRC
Shenzhen Fu Jin Trading Technology Company Ltd (“FJSTL”)	June 7, 2021	Xixingdao	Drinking water distribution and delivery, sales of<br> water purifier	PRC
Dongguan City Fu Li Trading Ltd (“FLTL”)	September 10, 2021	Xixingdao	Drinking water distribution and delivery, sales of<br> water purifier	PRC
Guangdong Fu Gu Supply Chain Group Ltd (“FGGC”)	September 13, 2021	QHDX	Trading of alcoholic beverages	PRC
Dongguan City Fu Zhi Gu Trading Ltd (“FZGTL”)	September 9, 2022	FVTL	Trading of alcoholic beverages	PRC
Dongguan City Chang Fu Trading Ltd (“CFTL”)	September 9, 2022	FVTL	Trading of alcoholic beverages	PRC
Dongguan City La Tong Trading Ltd (“LTTL”)	August 8, 2022	FVTL	Trading of alcoholic beverages	PRC
Dongguan City Kai Fu Trading Ltd (“KFTL”)	September 8, 2022	FVTL	Trading of alcoholic beverages	PRC

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

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

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

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

		2022

		2022
Period-end RMB:US1 exchange rate	0.14558		0.15770
Period-average RMB:US1 exchange rate	0.14616		0.15752

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, 2023 and 2022.

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, 2023 and 2022, 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 the contract(s) with a customer;
2.	Identify the performance obligations in the contract;
3.	Determine the transaction price;
4.	Allocate the transaction price to the performance obligations<br> in the contract; and
5.	Recognize revenue when (or as) the entity satisfies<br> 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

	2023		2022
	Three months ended <br> March 31,
	2023		2022
Sales of liquor	$	903,720	$	630,462
Sales of water		419,620		529,444
Sales of water purifier		253,123		84,740
Others		58,826		17,164
Total	$	1,635,289	$	1,261,810

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, 2023 and December 31, 2022, the Company had customer advances of $140,664 and $139,334, respectively. During the three months ended March 31, 2023, the Company recognized $9,786 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.

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 – PREPAYMENTS AND OTHER CURRENT ASSETS, NET

Prepayments and other current assets consisted of the following as of March 31, 2023 and December 31, 2022:

SCHEDULE

OF PREPAYMENTS AND OTHER CURRENT ASSETS

			December 31, <br> 2022
Prepayments (including 2,451,765 and 2,255,288 to related parties as of March 31, 2023 and December 31, 2022, respectively)	3,032,303		$	3,001,866
Other current assets	45,314			4,631
Total prepayments and other current assets	3,077,617			3,006,497
Less: Allowance for doubtful accounts (including 1,169,492 and 1,152,427 to related parties as of March 31, 2023 and December 31, 2022, respectively)	(1,254,386	)		(1,247,580	)
Prepayments and other current assets, net	1,823,231		$	1,758,917

All values are in US Dollars.

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

Allowance for doubtful accounts movements is as follows:

SCHEDULE

OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

	March 31, <br> 2023			December 31, <br> 2022
Beginning balance	$	1,247,580		$	-
Additions (Deductions) to allowance		(499	)		1,284,005
Foreign currency translation adjustment		7,305			(36,425	)
Ending balance	$	1,254,386		$	1,247,580

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NOTE

3 – DEPOSITS PAID, NET

Deposits paid consisted of the following as of March 31, 2023 and December 31, 2022:

SCHEDULE

OF DEPOSITS PAID

			December 31, <br> 2022
Deposits paid (including 1,650,128 and 1,628,511 to related parties as of March 31, 2023 and December 31, 2022, respectively)	2,391,336		$	2,365,652
Less: Allowance for doubtful accounts (including 952,257 and 870,066 to related parties as of March 31, 2023 and December 31, 2022, respectively)	(1,527,819	)		(1,244,350	)
Deposits paid, net	863,517		$	1,121,302

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, <br> 2023		December 31, <br> 2022
Beginning balance	$	1,244,350	$	-
Additions to allowance		277,268		1,280,681
Foreign currency translation adjustment		6,201		(36,331	)
Ending balance	$	1,527,819	$	1,244,350

NOTE

4 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of March 31, 2023 and December 31, 2022:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	March 31, <br> 2023			December 31, <br> 2022
Office equipment	$	116,520		$	116,520
Leasehold improvement		126,386			126,386
Property and equipment		242,906			242,906
Less: Accumulated depreciation		(155,162	)		(145,016	)
Property and equipment, net	$	87,744		$	97,890

Depreciation

expense, which was included in general and administrative expenses, for the three months ended March 31, 2023 and 2022 was $10,183 and $12,466, respectively.

NOTE

5 – INTANGIBLE ASSETS, NET

Intangible assets and related accumulated amortization were as follows:

SCHEDULE

OF INTANGIBLE ASSETS

	March 31, <br> 2023			December 31, <br> 2022
Distribution channel	$	3,135,879		$	3,117,635
Others		27,151			27,809
Total intangible assets		3,163,030			3,145,444
Less: Accumulated amortization		(1,887,441	)		(1,822,875	)
Less: Accumulated impairment		(957,215	)		(951,643	)
Intangible assets, net	$	318,374		$	370,926

Amortization

expense for the three months ended March 31, 2023 and 2022 was $54,111 and $211,957, respectively, included in cost of revenues and general and administrative expenses.

As of March 31, 2023, the future estimated amortization costs for intangible assets are as follows:

SCHEDULE

OF FUTURE AMORTIZATION EXPENSES FOR DISTRIBUTION CHANNELS

Year ending December 31,
2023 (remaining)	$	161,697
2024		145,016
2025		5,255
2026		5,255
2027		1,151
Total	$	318,374

NOTE

6 - RELATED PARTY TRANSACTIONS

Amounts due to related parties as of March 31, 2023 and December 31, 2022 are as follows:

SCHEDULE

OF AMOUNT DUE FROM AND DUE TO RELATED PARTIES

		March 31, <br> 2023		December 31, <br> 2022
Mr. Yumin Lin	President, Chief Executive Officer, Secretary, Director and majority shareholder	$	361,026	$	389,051
Ms. Xiulan Zhou	Manager of a subsidiary, Mr. Yumin Lin’s wife		931		508
Mr. Huagen Li	Manager of a subsidiary		2,329		2,316
Mr. Guodong Jia	Manager of a subsidiary		3,508		2,342
Mr. Hongwei Ye	Manager of a subsidiary, Shareholder		16		16
Mr. Anping Chen	Manager of a subsidiary		2,601		1,290
Mr. Jiangwei Jia	Manager of a subsidiary		5,307		3,678
Mr. Yuwen Li	Vice President		80,068		64,924
Ms. Lihua Li	Manager of a subsidiary		480		-
Shenzhen DaXingHuaShang Industrial Group Ltd. (fka Shenzhen DaXingHuaShang Industry Development Ltd.)	Mr. Yumin Lin is the supervisor of Shenzhen DaXingHuaShang Industrial Group Ltd.		87,350		86,842
Ms. Chunxiang Zhang	Manager of a subsidiary		2,175		998
Mr. Meng Xue	Manager of a subsidiary		6,867		5,449
Ms. Shuqin Chen	Manager of a subsidiary		3,306		1,358
Mr. Zhipeng Zuo	Manager of a subsidiary		-		59
Mr. Deqin Ke	Manager of a subsidiary		728		724
Mr. Aisheng Zhang	Manager of a subsidiary		9,549		2,320
Mr. Zhihua Liao	Manager of a subsidiary		4,789		3,800
		$	571,030	$	565,675

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Revenues generated from related parties during the three months ended March 31, 2023 and 2022 are as follows:

SCHEDULE OF REVENUE GENERATED FROM RELATED PARTIES

		2023		2022
		Three months ended <br>March 31,
		2023		2022
Mr. Kaihong Lin	Chief Financial Officer and Treasurer	$	146	$	241
Mr. Yumin Lin	President, Chief Executive Officer, Secretary, Director and majority shareholder		-		222
Mr. Zihao Ye	Manager of a subsidiary		-		262
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.		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		18,207		-
Revenues generated from<br> related parties		$	26,750	$	725

Cost of revenues from related parties during the three months ended March 31, 2023 and 2022 is as follows:

SCHEDULE OF COST OF REVENUES FROM RELATED PARTIES

		2023		2022
		Three months ended <br>March 31,
		2023		2022
Dongguan Baxi Food Distribution Co., Ltd.	Significantly influenced by the Company	$	32,883	$	8,178
Dongguan Dalingshan Xinwenhua Drinking Water Store	Significantly influenced by the Company		13,743		14,648
Dongguan Pengqin Drinking Water Co., Ltd.	Significantly influenced by the Company		17,186		9,555
Dongguan Dengqinghu Drinking Water Store	Significantly influenced by the Company		1,388		1,082
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		31,470		9,736
Dongguan Anxiang Technology Co., Ltd.	Significantly influenced by the Company		35,989		46,721
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.	Significantly influenced by the Company		68,214		39,765
Dongguan Dalingshan Runxin Drinking Water Store	Significantly influenced by the Company		9,450		7,227
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.		18,659		-
Cost<br> of revenues from related parties		$	228,982	$	136,912

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Purchases from related parties during the three months ended March 31, 2023 and 2022 are as follows:

SCHEDULE OF PURCHASES FROM RELATED PARTIES

		2023		2022
		Three months ended <br>March 31,
		2023		2022
Dongguan Baxi Food Distribution Co., Ltd.	Significantly influenced by the Company	$	36,365	$	8,178
Dongguan Dalingshan Xinwenhua Drinking Water Store	Significantly influenced by the Company		15,198		14,648
Dongguan Pengqin Drinking Water Co., Ltd.	Significantly influenced by the Company		19,005		9,555
Dongguan Dengqinghu Drinking Water Store	Significantly influenced by the Company		1,535		1,082
Dongguan Tailai Trading Co., Ltd.	Significantly influenced by the Company		34,802		9,736
Dongguan Anxiang Technology Co., Ltd.	Significantly influenced by the Company		35,989		46,721
Guangdong Jiaduonuo Shengshi Trading Co., Ltd.	Significantly influenced by the Company		68,215		39,765
Dongguan Dalingshan Runxin Drinking Water Store	Significantly influenced by the Company		10,451		7,227
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.		18,660		-
Purchase<br> from related party		$	240,220	$	136,912

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, 8 and 9 for more transactions with related parties.

NOTE

7 - 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 $255,146), and 16.5% on any part of assessable profits over HK$2,000,000. For the three months ended March 31, 2023 and 2022, 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 $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, except for Xixingdao, FVT Supply Chain and FLTT.

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Thecomponents of the income tax provision are as follows:

SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION

	2023		2022
	Three months ended March 31,
	2023		2022
Current:
– United States of America	$	41,444	$	-
– Seychelles		-		-
– Hong Kong		-		-
– The PRC		33,530		22,407
Current income tax expense
Deferred
– United States of America		-		-
– Seychelles		-		-
– Hong Kong		-		-
– The PRC		-		-
Deferred income tax expense		-		-
Total	$	74,974	$	22,407

The

effective tax rate was -527.9% and 11.3% for the three months ended March 31, 2023 and 2022, respectively.

NOTE

8 - OPERATING LEASES

As of March 31, 2023, the Company has nineteen separate operating lease agreements for three office spaces, one warehouse and fifteen stores in PRC with remaining lease terms of from 4 months to 49 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 $1,462). 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 $140).

The components of lease expense and supplemental cash flow information related to leases for the three months ended March 31, 2023 and 2022 are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

	2023		2022
Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations)	Three months ended <br> March 31,
	2023		2022
Related parties	$	4,806	$	4,726
Non-related parties		33,284		37,773
Total	$	38,090	$	42,499
Operating lease cost	$	38,090	$	42,499
Other information for the three months ended	March 31, <br>2023			March 31, <br>2022
---	---	---	---	---	---	---
Cash paid for amounts included in the measurement of lease obligations	$	42,179		$	51,477
Weighted average remaining lease term (in years)		2.91			3.66
Weighted average discount rate		3.23	%		3.23	%

Maturities of the Company’s lease obligations as of March 31, 2023 are as follows:

SCHEDULE OF MATURITIES OF LEASE OBLIGATIONS

Year ending December 31,
2023 (remaining)	$	105,231
2024		119,801
2025		104,701
2026		42,953
2027		5,823
Total lease payment		378,509
Less: Imputed interest		(20,693	)
Operating lease obligations	$	357,816

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NOTE

9 – 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 4.10%. The credit line is guaranteed by Xiulan Zhou, a related party, and pledged by her property. The maturity date is on August 7, 2023.

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. 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 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.

The balance of the loans borrowed as of March 31, 2023 and December 31, 2022 were as follows:

SCHEDULE OF BALANCE OF LOAN BORROWED UNDER CREDIT LINES

	March 31, <br> 2023		December 31, <br> 2022
Loans from a trust in PRC	$	50,554	$	60,049
China Construction Bank		345,762		276,447
WeBank		61,416		77,220
Guangdong Nanyue Bank		57,069		67,375
Aggregate outstanding principal balances		514,801		481,091
Less: current portion		482,409		422,653
Non-current portion	$	32,392	$	58,438

The

total interest expense was $9,292 and $5,825 for the three months ended March 31, 2023 and 2022, respectively.

Future minimum loan payments as of March 31, 2023 are as follows:

SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS

Year ending December 31,
2023 (remaining)	$	388,325
2024		126,476
Thereafter		-
Total	$	514,801

NOTE

10 - SUBSEQUENT EVENTS

In

April 2023, the Company obtained two bank loans in the principal amount of RMB224,000

(approximately $33,000

when borrowed) and

RMB96,000

(approximately $14,000

when borrowed) from Bank of Ningbo and WeBank, respectively. Both loans bear interest at 12.24% with the maturity date on April 7, 2025 and are guaranteed by Falan Zhou, a manager of subsidiaries.

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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, 2022 filed with the Securities and Exchange Commission on March 31, 2023 (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, 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, 2023 and 2022

	Three months ended<br> March 31,
	2023			2022			Change
Net revenues	$	1,635,289		$	1,261,810		$	373,479
Cost of revenues		(677,367	)		(518,462	)		(158,905	)
Gross profit		957,922			743,348			214,574
Operating expense		(964,637	)		(545,441	)		(419,196	)
Interest income		31			77			(46	)
Other income		1,774			6,207			(4,433	)
Interest expense		(9,292	)		(5,825	)		(3,467	)
Income taxes		(74,974	)		(22,407	)		(52,567	)
Net income (loss)		(89,176	)		175,959			(265,135	)
Net income (loss) attributable to noncontrolling interests		(357	)		27,283			(27,640	)
Net income (loss) attributable to Fortune Valley Treasures, Inc.	$	(88,819	)	$	148,676		$	(237,495	)

NetRevenues

Net revenues were $1,635,289 for the three months ended March 31, 2023, reflecting an increase of $373,479, or 30%, from $1,261,810 for the three months ended March 31, 2022. The increase in net revenues was mainly as a result of the improved market condition with less impact from COVID-19 than the same period of the prior year.

Costof Revenues

Cost of revenues was $677,367 for the three months ended March 31, 2023, reflecting an increase of $158,905, or 31%, from $518,462 for the three months ended March 31, 2022. The increase in cost of revenue was due to the higher product sales volume in line with our revenue increase.

GrossProfit

Gross profit was $957,922 and $743,348 for the three months ended March 31, 2023 and 2022, respectively, reflecting an increase of $214,574, or 29%. The increase in gross profit was due to the increase in the net revenues.

OperatingExpenses

Operating expenses were $964,637 for the three months ended March 31, 2023, reflecting an increase of $419,196, or 77%, from $545,441 for the three months ended March 31, 2022. The increase in operating expenses was mainly due to the increase in professional service fees and credit loss expenses.

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NetIncome (loss)

For the three months ended March 31, 2023, our net loss was $89,176, compared to a net income of $175,959 for the three months ended March 31, 2022. The increase in net loss was a result of the factors described above.

Netincome (loss) attributable to noncontrolling interests

The Company records net income (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, 2023 and 2022, the Company recorded a net loss attributable to noncontrolling interests of $357 and a net income attributable to noncontrolling interests of $27,283, respectively.

Liquidity and Capital Resources

WorkingCapital

	March 31, <br><br>2023		December 31,<br><br> 2022		Change
Total current assets	$	7,298,541	$	6,871,091	$	427,450
Total current liabilities		2,667,681		2,484,582		183,099
Working capital	$	4,630,860	$	4,386,509	$	244,351

As of March 31, 2023, we had working capital of $4,630,860, as compared to working capital of $4,386,509 as of December 31, 2022. We had total current assets of $7,298,541, consisting of cash and cash equivalents of $20,186, inventories of $85,272, prepayments and other current assets of $1,823,231, accounts receivable of $5,369,852 compared to total current assets of $6,871,091 as of December 31, 2022. The increase in total current assets was mainly due to the increase in accounts receivable and offset by the decrease in cash and cash equivalents. We had current liabilities of $2,667,681, consisting of operating lease obligations of $123,861, accounts payable of $716,443, accrued liabilities of $600,857, bank and other borrowing - current of $482,409, customer advances of $140,664, income tax payable of $32,417 and due to related parties of $571,030. The increase in total current liabilities was mainly due to the increase in accrued liabilities and the current portion of bank and other borrowings.

Our cash and cash equivalents balance decreased to $20,186 as of March 31, 2023, from $165,685 as of December 31, 2022. We estimate the Company currently has sufficient 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.

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

	Three months ended<br> March 31,
	2023			2022			Change
Cash Flows provided by (used in) Operating Activities	$	(174,905	)	$	133,442		$	(308,347	)
Cash Flows used in Investing Activity		(702	)		-			(702	)
Cash Flows provided by (used in) Financing Activities		31,017			(95,638	)		126,655
Effect of exchange rate changes		(909	)		(10,354	)		9,445
Net Changes in Cash and Cash Equivalents	$	(145,499	)	$	27,450		$	(172,949	)

CashFlow from Operating Activities

Net cash used in operating activities for the three months ended March 31, 2023 was $174,905, as compared to the amount of $133,442 provided by operating activities for the three months ended March 31, 2022, reflecting a decrease of $308,347. The cash used in operating activities during the three months ended March 31, 2023 was mainly resulted from the increase in accounts receivable of $546,350, offset by the allowance for credit losses of $276,769 and the increase in accrued liabilities of $95,903.

CashFlow from Investing Activity

Net cash used in investing activity was $702 for the three months ended March 31, 2023, compared to net cash used in investing activity of $nil for the three months ended March 31, 2022.

CashFlow from Financing Activities

Net cash provided by financing activities was $31,017 for the three months ended March 31, 2023, compared to net cash used in financing activities of $95,638 for the three months ended March 31, 2022. The cash provided by financing activities for the three months ended March 31, 2023 was mainly resulted from the net proceeds from proceeds from a revolving credit line of $67,963, offset by the repayments to bank loans of $27,062 and the repayments to a third party of $9,884.

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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, 2022, 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, 2022.

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, 2023 and December 31, 2022, the Company had accounts receivable from related parties in amounts of $122,741 and $146,087, prepayments to related parties in the amounts of $1,282,273 and $1,102,861, deposits to related parties in the amounts of $697,871 and $758,445, and accounts payable to related parties in amounts of $99,454 and $80,426, respectively.

As of March 31, 2023 and December 31, 2022, the Company had outstanding payables due to its related parties in the amounts of $571,030 and $565,675, 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, 2023 and 2022, the Company sold products to its related parties in the amounts of $26,750 and $725, respectively, purchased goods from its related parties in the amounts of $240,220 and $136,912, and incurred cost of revenues from related parties in the amounts of $228,982 and $136,912, respectively.

During the three months ended March 31, 2023 and 2022, the rental expenses to related parties were $4,806 and $4,726, respectively.

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

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, 2023, that our disclosure controls and procedures were not effective.

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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 to the maintenance<br> of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
●	Provide reasonable assurance<br> that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts<br> and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;<br> and
●	Provide reasonable assurance<br> regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could<br> 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, 2023. 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, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

●	We have increased our personnel<br> resources and technical accounting expertise within the accounting function and intend to hire one or more additional personnel for<br> the function due to turnover.
●	We plan to test our updated<br> controls and remediate our deficiencies in the year 2023.

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 XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension<br> Schema Document
101.CAL	Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension<br> Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension<br> Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension<br> Presentation Linkbase Document
104	Cover Page Interactive<br> 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: May 15, 2023	By:	/s/ Yumin Lin
		Yumin Lin
		President and Chief Executive<br> Officer
		(Principal Executive Officer)
Date: May 15, 2023	By:	/s/ Kaihong Lin
		Kaihong Lin
		Chief Financial Officer
		(Principal Financial and<br> 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, 2023;

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 such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared;
b.	Designed such internal<br> control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance<br> 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 the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> 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 significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
Date: May 15,<br> 2023
---	---	---
	By:	/s/ Yumin Lin
	Name:	Yumin<br> Lin
	Title:	Chief Executive Officer,<br> 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 March 31, 2023;

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

a.	All significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting
Date: May 15,<br> 2023
---	---	---
	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, 2023 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: May 15,<br> 2023
	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: May 15,<br> 2023
	By:	/s/ Kaihong Lin
	Name:	Kaihong Lin
	Title:	Chief Financial Officer<br> and Treasurer
		(Principal Financial and<br> Accounting Officer)