UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10 – Q

 

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2018

 

[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-55555

 

FORTUNE VALLEY TREASURES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		32-0439333
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

No.10 of Tuanjie 2nd Road, Beice,

Humen, Dongguan, 518000, China

(Address of principal executive offices including zip code)

 

(86) 76982268999

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ]	Accelerated Filer [  ]
Non-Accelerated Filer [  ]	Smaller reporting company [X]
	Emerging growth company [X]

 

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 [X]

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of November 5, 2018 is as follows:

 

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		307,750,000

 

 

 

Fortune Valley Treasures, Inc.

 

Note Regarding Forward-Looking Statements

 

This Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, statements contained in this Report Form 10-Q, including but not limited to, the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward-looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” or similar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under Part II, Item 1A. “Risk Factors” and elsewhere in this Report on Form 10-Q. Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

 

USE OF CERTAIN DEFINED TERMS

 

In addition, unless the context otherwise requires and for the purposes of this report only, references to:

 

	●	“we,” “us,” “our,” or “our company,” the “Company” are relevant to the combined business of Fortune Valley Treasures, Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities;
	●	“FVTI” are to Fortune Valley Treasures, Inc., a Nevada corporation.
	●	“DIGL” are to DaXingHuaShang Investment Group Limited, a Republic of Seychelles company and wholly-owned subsidiary of FVTI;
	●	“DIL” are to DaXingHuaShang Investment (Hong Kong) Limited, a Hong Kong company and wholly-owned subsidiary of DIGL;
	●	“Qianhai DaXing” are to Qianhai DaXingHuaShang Investment (Shenzhen) Co. Ltd., a Peoples Republic of China company and wholly-owned subsidiary of DIL;
	●	“FVI” are to Dongguan City France Vin Tout Ltd ., a PRC company and wholly-owned subsidiary of Qianhai DaXing;
	●	“Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;
	●	“China” and “PRC” are to the People’s Republic of China;
	●	“Renminbi” and “RMB” are to the legal currency of China;
	●	“U.S. dollars,” “dollars” and “$” are to the legal currency of the United States;
	●	“SEC” are to the U.S. Securities and Exchange Commission;
	●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended; and
	●	“Securities Act” are to the Securities Act of 1933, as amended.

 

 

Fortune Valley Treasures, Inc.

 

Index

 

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements(unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	6
Item 4.	Controls and Procedures	6
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	8

 

 

Item 1.

 

Fortune Valley Treasures, Inc.

Condensed Consolidated Financial Statements

September 30, 2018

(Unaudited)

 

Contents		Page
Condensed Consolidated Balance Sheets		F-2
Condensed Consolidated Statement of Operations and Comprehensive Loss		F-3
Condensed Consolidated Statement of Cash Flows		F-4
Notes to Financial Statements		F-5 to F-15

 

 

Fortune Valley Treasures, Inc.

Condensed Consolidated Balance Sheets

At September 30, 2018 and December 31, 2017

 

		September 30, 2018 (Unaudited)				December 31, 2017 (Restated)
Assets
Current assets
Cash and cash equivalents		$	37,784			$	77,782
Accounts and other receivable, net			22,417				15,317
Inventories			236,994				273,491
Prepaid expenses			11,500				5,895
Due from related parties			42,953				40,126
Prepaid taxes and taxes recoverable			1,547				751
Total current assets		$	353,195			$	413,362
Non-current assets
Plant and equipment, net			10,076				13,824
Total Assets		$	363,271			$	427,186
Liabilities and Stockholders’ Equity
Current liabilities
Accounts and taxes payable			35,914				44,188
Accrued liabilities and other payables			291				2,175
Customers advances and deposits			42,798				11,697
Due to related parties			604,597				500,608
Total current liabilities		$	683,600			$	558,668
Total Liabilities		$	683,600			$	558,668
Stockholders’ Equity
Common stock (3,000,000,000 shares authorized, 307,750,000 issued and outstanding at September 30, 2018 and December 31, 2017)			307,750				307,750
Additional paid in capital			-				-
Accumulated deficit			(643,306	)			(445,673	)
Accumulated other comprehensive income			15,227				6,441
Total Stockholders’ Deficit			(320,329	)			(131,482	)
Total Liabilities and Stockholders’ Equity			363,271				427,186

 

See accompanying notes to the unaudited financial statements

 

 

Fortune Valley Treasures, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three months and nine months ended September 30, 2018 and 2017

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30, 2018				September 30, 2017				September 30, 2018				September 30, 2017
Net revenues (related party revenue $0 and $0 for 2018 and 2017)		$	45,454			$	7,590			$	73,427			$	32,966
Cost of revenues			19,838				4,392				36,971				17,762
Gross profit			25,616				3,198				36,456				15,204
Selling, general and administrative expenses			64,446				99,856				238,327				197,964
Operating loss			(38,830	)			(96,658	)			(201,871	)			(182,760
Other income (expenses):			-				-				1,475
Interest income			-				-				-				-
Interest expense			(91	)			(199	)			(91	)			(400	)
			(91	)			(199	)			1,384				(400	)
Earnings before tax			(38,921	)			(96,857	)			(200,487	)			(183,160	)
Income tax			(2,854	)							(2,854	)			376
Net loss		$	(36,067	)		$	(96,857	)		$	(197,633	)		$	(183,536	)
Other comprehensive income:
Foreign currency translation gain			5,675				(1,339	)			8,786				(3,483	)
Comprehensive loss		$	(30,392	)		$	(98,196	)		$	(188,847	)		$	(187,019	)
Loss per share
Basic and diluted earnings per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00
Basic and diluted weighted average shares outstanding			307,750,000				307,750,000				307,750,000				307,750,000

 

See accompanying notes to the unaudited financial statements

 

 

Fortune Valley Treasures, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine months ended September 30, 2018 and 2017

(Unaudited)

 

		For the Nine Months Ended
		September 30, 2018				September 30, 2017
Cash flows from operating activities
Net loss		$	(197,633	)		$	(183,536	)
Depreciation of fixed assets			3,754				4,876
Increase in accounts and other receivables			(7,081	)			(964	)
Increase (decrease) in inventories			33,617				(14,870	)
Increase (decrease) in advances and prepayments to suppliers			27,312				(9,938	)
(Decrease) increase in accounts and other payables and accruals			(11,984	)			5,683
Net cash used in operating activities			(152,015	)			(198,749	)
Cash flows from investing activities
Purchase of plant and equipment			-				-
Net cash used in investing activities			-				-
Cash flows from financing activities
Proceeds of owners’ injection of capital			-				-
Borrowing and payments to related parties, net			109,858				127,025
Net cash provided by financing activities			109,858				127,025
Net decrease of cash and cash equivalents			(42,157	)			(71,724	)
Effect of foreign currency translation on cash and cash equivalents			2,159				1,120
Cash and cash equivalents–beginning of period			77,782				103,966
Cash and cash equivalents–end of period		$	37,784			$	33,361
Supplementary cash flow information:
Interest received		$	-			$	-
Interest paid		$	(91	)		$	(400	)
Income taxes paid		$	-			$	-

 

See accompanying notes to the unaudited financial statements

 

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Fortune Valley Treasures, Inc. (formerly Crypto-Services, Inc.) 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 consisting of wine and distilled liquors are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

 

On January 5, 2018, the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year end from August 31 to December 31. On January 29, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 3,000,000,000.

 

On April 11, 2018, the Company entered into 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 issued 300,000,000 new shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for 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 historical statement of stockholders’ equity has been retroactively restated to the first period presented.

 

DIGLS was incorporated with limited liability in the Republic of Seychelles on July 4, 2016, with a share capital of $100,000 divided into 250,000,000 ordinary shares with $0.0004 par value. DIGLS wholly owns DaXingHuaShang Investment (Hong Kong) Limited (“DILHK”). DILHK was incorporated in Hong Kong on June 22, 2016 as an investment holding company with limited liability. DILHK was previously wholly owned by Mr. Yumin Lin. On November 11, 2016, Mr. Yumin Lin, transferred 100% of his ownership in DILHK to DIGLS. DILHK wholly owns Qianhai DaXingHuaShang Investment (Shenzhen) Co. Ltd. (“QHDX”) which was incorporated with limited liability on November 3, 2016 in the PRC as a wholly foreign-owned enterprise. QHDX wholly owns Dongguan City France Vin Tout Ltd. (“FVTL”). FTVL was incorporated on May 31, 2011 in the PRC with limited liability. FTVL was previously owned and controlled by Mr. Yumin Lin. FTVL has a license to sell foods up through September 10, 2022.  On November 20, 2016, Mr. Yumin Lin transferred his ownership in FTVL to QHDX for nominal consideration. The share transfers detailed above by and among Mr. Yumin Lin, DIGLS, DILHK, QHDX, and FVTL have been accounted for as a series of business combination of entities under common control; accordingly, the values in these financial statements reflect the carrying values of those entities, and no goodwill was recorded as a result of these transactions.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

These consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with the generally accepted accounting principles (“GAAP”) in the United States. The Company’s fiscal year end is December 31. The Company’s financial statements are presented in US dollars.

 

 

Basis of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

 

Entity Name		Incorporation date		Entity Owned By		Nature of Operation		Country of Incorporation
DaXingHuaShang Investment Group Limited		July 4, 2016		FVTI		Investment holding		Seychelles
DaXingHuaShang Investment (Hong Kong) Ltd (“DILHK”)		June 22, 2016		DIGLS		Investment holding		Hong Kong, China
Qianhai DaXingHuaShang Investment (Shenzhen) Co. Ltd. (“QHDX”)		November 3, 2016		DILHK		Investment holding		China
Dongguan City France Vin Tout Ltd. (“FVTL”)		May 31, 2011		QHDX		Trading of wine		China

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results may materially 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 US dollar. The Company’s, DIGLS’, and DILH’s functional currency is the U.S. dollar; QHDX and FVTL use the Chinese Renminbi (“RMB”) as their functional currency.

 

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

 

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

 

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

 

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

 

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

 

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

 

		September 30, 2018				December 31, 2017				September 30, 2017
Spot RMB: USD exchange rate		$	0.1454				0.14415			$	0.1507
Average RMB: USD exchange rate		$	0.1536				0.15031			$	0.1472

 

 

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

 

Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, deposits in banks, and any investments with maturities with less three months from inception to maturity. The Company’s primary bank deposits are located in the Hong Kong and the PRC; those deposits are not provided protection under FDIC insurance; however, management has determined that the risk of loss from insolvency by those financial institution at which it has deposited it funds is insignificant.

 

Accounts receivable

 

Accounts receivable are carried at the amounts invoiced to customers less allowance for doubtful accounts. The allowance is an estimate based on a review of individual customer accounts on a regular basis. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

 

The Company reviews the collectability of accounts receivable based on an assessment of historical experience, current economic conditions, and other collection indicators.

 

During the two years ended December 31, 2017 and the nine months ended September 30, 2018, the Company did not experience any delinquent or uncollectible balances; accordingly, the Company did not record any valuation allowance for bad debt during this period.

 

Inventories

 

Inventories consisting of finished goods are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventory. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled, or in excess of future demand. The Company provides impairment that is charged directly to cost of sales when is has been determined the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost. The Company’s primary products are alcoholic beverages; the selling price of alcoholic beverages tend to increase over time; however, there are circumstances where alcoholic beverages may be subject to spoilage if stored for prolong periods of time. The Company did not experience an impairment on inventory during the nine months ended September 30, 2018.

 

Advances and prepayments to suppliers

 

In certain instances, in order to secure the supply of limited and sought-after wines and liquors, the Company will make advance payments to suppliers for the procurement of inventory. Upon physical receipt and inspection of such products from those suppliers, the applicable balances are reclassified from advances and prepayments to suppliers to inventory.

 

Property, plant and equipment

 

Equipment is carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the equipment are as follows:

 

Equipment

7 - 20 years

 

The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

 

 

Accounting for long-lived assets

 

The Company annually reviews its long-lived assets for impairment or 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.

 

Customer advances and deposits

 

On certain occasions, the Company may receive prepayments from downstream retailers or retails customer for wines and liquor prior to their taking possession of the Company’s products; the Company records these receipts as customer advances and deposits until it has met all the criteria for recognition of revenue including the passing possession of the products to its customer, at such point Company will reduce the customer and deposits balance and credit the Company’s revenues.

 

Revenue recognition

 

Revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining and fixing the sales price, the transfer of possession of the product to the customer, the customer does not have the right to return the product, the customer is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled by the Company, and the Company is reasonably assured that funds have been or will be collected from the customer. The Company’s gross revenue consists the value of goods invoiced, net of any value-added tax (VAT) or excise tax.

 

Advertising

 

All advertising costs are expensed as incurred. Advertising expense for the three and nine months ended September 30, 2018 and September 30, 2017 were $0 and 0, respectively.

 

Shipping and handling

 

Outbound shipping and handling are expensed as incurred.

 

Retirement benefits

 

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as a part of overhead.

 

Income taxes

 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

 

Statutory reserves

 

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

 

Earnings per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Financial instruments

 

The Company’s accounts for financial instruments in accordance to ASC Topic 820, “Fair Value Measurements and Disclosures,” which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,” which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Comprehensive income

 

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.

 

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Goodwill and Other Intangible Assets”, goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.

 

Recent accounting pronouncements

 

On January 5, 2016, the FASB issued ASU 2016-01 “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Management has determined that the new pronouncement did not have a material impact on these financial statements.

 

On February 25, 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, its new standard on accounting for leases. ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current leases model. For example, the ASU eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. The standard also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The new model represents a wholesale change to lease accounting. As a result, entities will face significant implementation challenges during the transition period and beyond, such as those related to:

 

Applying judgment and estimating.

 

● Managing the complexities of data collection, storage, and maintenance.

● Enhancing information technology systems to ensure their ability to perform the calculations necessary for compliance with reporting requirements.

● Refining internal controls and other business processes related to leases.

● Determining whether debt covenants are likely to be affected and, if so, working with lenders to avoid violations.

● Addressing any income tax implications.

 

The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018 (e.g., calendar periods beginning on January 1, 2019), and interim periods therein. Management is still evaluating the accounting impact of the new pronouncement.

 

On March 15, 2016, the FASB issued ASU 2016-07 “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting”, which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. Consequently, when an investment qualifies for the equity method (as a result of an increase in the level of ownership interest or degree of influence), the cost of acquiring the additional interest in the investee would be added to the current basis of the investor’s previously held interest and the equity method would be applied subsequently from the date on which the investor obtains the ability to exercise significant influence over the investee. The ASU further requires that unrealized holding gains or losses in accumulated other comprehensive income related to an available-for-sale security that becomes eligible for the equity method be recognized in earnings as of the date on which the investment qualifies for the equity method. The guidance in the ASU is effective for all entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years; early adoption is permitted for all entities. Entities are required to apply the guidance prospectively to increases in the level of ownership interest or degree of influence occurring after the ASU’s effective date. Additional transition disclosures are not required upon adoption. Management has determined that new pronouncement did not have a material effect on these financial statements.

 

 

On March 17, 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, which amends the principal-versus-agent implementation guidance and illustrations in the Board’s new revenue standard (ASU 2014-09). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. Among other things, the ASU clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. As defined in the ASU, a specified good or service is “a distinct good or service (or a distinct bundle of goods or services) to be provided to the customer.” Therefore, for contracts involving more than one specified good or service, the entity may be the principal for one or more specified goods or services and the agent for others. The ASU has the same effective date as the new revenue standard (as amended by the one-year deferral and the early adoption provisions in ASU 2015-14). In addition, entities are required to adopt the ASU by using the same transition method they used to adopt the new revenue standard. The Company has determined that it acts as a principal in its primary business operations.

 

On March 30, 2016, the FASB issued ASU 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU is for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Management has determined that the new standard did not have a material impact on these financial statements.

 

NOTE 3 - GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. As of September 30, 2018 and December 31, 2017, the Company reported accumulated deficits of $643,306 and $445,673, respectively. As of September 30, 2018, the Company had working capital deficit of approximately $330,405. In addition, the Company had net cash outflows of $152,015 from operating activities during the nine months September 30, 2018. These conditions continue to raise substantial doubt as to whether the Company will continue as a going concern.

 

In an effort to improve its financial position, the Company is working to obtain new working capital through the sale of equity or debt securities to investors for cash to fund operations and further expansion. The Company also relies on relates parties to provided financing and management services at cost that may not be the prevailing market rate for such services.

 

If the Company is not able to generate positive operating cash flows, raise additional capital, and retain the services of certain related parties, it may become insolvent.

 

 

NOTE 4 - ACCOUNTS AND OTHER RECEIVABLES

 

Accounts and other receivables consisted of the following as of September 30, 2018 and December 31, 2017:

 

		September 30, 2018				December 31, 2017
Gross accounts and other receivables		$	22,417			$	15,317
Less: Allowance for doubtful accounts			-				-
		$	22,417			$	15,317

 

NOTE 5 – INVENTORIES

 

Inventories consisted of the following as of September 30, 2018 and December 31, 2017:

 

		September 30, 2018				December 31, 2017
Finished goods		$	236,994			$	273,491

 

NOTE 6 - EQUIPMENT

 

Property, plant and equipment consisted of the following as of September 30, 2018 and December 31, 2017:

 

		September 30, 2018				December 31, 2017
At Cost:
Equipment			62,376				63,512
Less: Accumulated depreciation
Equipment			52,300				49,688
		$	10,076			$	13,824

 

NOTE 7 - INCOME AND OTHER TAXES

 

The Company’s primary operations are in the PRC, and the Company is taxed in accordance with the relevant tax laws and regulations. The corporate income tax rate for each country is as follows:

 

	●	PRC tax rate is 25%.
	●	Hong Kong tax rate is 16.5%
	●	Seychelles is on permanent tax holiday
	●	USA tax rate is 21%

 

The Company is registered the British Virgin Islands, which is a tax-exempt region.

 

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for three months ended September 30, 2018 and September 30, 2017:

 

		September 30, 2018				September 30, 2017
Income attributed to PRC operations		$	(24,040	)		$	(56,705	)
Loss attributed to Seychelles and HK			-				(25	)
Loss attributed to US			(12,027	)			(40,127	)
Loss before tax			(36,067	)			(96,857	)
PRC Statutory Tax at 25% Rate			6,010				14,176
Effect of Seychelles, PRC, HK, deductions and other reconciling items			(6,010	)			(14,176	)
Income tax		$	-			$	-

 

 

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for three months ended September 30, 2018 and 2017:

 

		September 30, 2018				September 30, 2017
U.S. federal statutory income tax rate			21.0	%			34.0	%
Lower rates in PRC, net			-9.0	%			-9.0	%
Net operating losses in PRC and other jurisdictions			0.0	%			0.0	%
Unrecognized deferred tax benefit			-12.0	%			-25.0	%
The Company’s effective tax rate			0.0	%			0.0	%

 

On July 1,2018, the Company changed is taxpayer from a general VAT taxpayer, to that of taxpayer using the simplified calculation method. In accordance to the rules for general VAT taxpayer, and entity must present VAT payable using the net between the output VAT (at a rate of 16%) and the available input VAT amount (at the rate applicable to the supplier). Under the simplified calculation method, no input VAT is deductible and a uniform 3% levying rate applies.

 

NOTE 8- RELATED PARTY TRANSACTIONS

 

Amounts due from related parties as of September 30, 2018 and December 31, 2017 were $42,953 and $40,126, respectively.  These amounts were advances made to Mr. Yumin Lin, the Company’s Chief Executive Officer, for future travel expenses and general corporate expenses.

 

Amounts due to related parties as of September 30, 2018 and December 31, 2017:

 

				September 30, 2018				December 31, 2017
									(Restated)
Mr. Yumin Lin		Director, CEO, Shareholder		$	482,663			$	360,018
Mr. Sheng		Former Director of the Company			21,500				21,500
Ms. Qingmei Lin		Mr. Yumin Lin’s wife			21,805				25,902
Mr. Naiyong Luo		Director of DIGL			78,629				93,188
				$	604,597			$	500,608

 

The outstanding payables due to Mr. Yumin Lin are comprised of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.

 

The amounts due to Mr. Xinlong Sheng are comprised of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.

 

The amounts due to Ms. Qingmei Lin are for office rental expenses. The Company’s operating facilities are located within a building owned by Ms. Qingmei Lin.

 

The amounts due to Mr Naiyong Luo are payments received in advanced for future purchases of products.

 

NOTE 9 – LEASE COMMITMENTS

 

The Company has a non-cancelable operating lease agreement with Ms. Qingmei Lin, a related party, for the premises in Dongguan City, PRC. The term of the lease is from May 1, 2017 to April 30, 2027. The monthly rent expense was $3,811 (RMB 25,000), but effective as of May 1, 2018 was lowered to $2,323 (RMB15,000) based on agreement between Ms. Qingmei and Company. The total rental rent expense for nine months ended September 30, 2018 and 2017 was $26,877 and $19,581 respectively. The agreement does not call for a rental deposit or equivalent.

 

Minimum operating lease commitment for the agreement is as follows:

 

2018			27,876
2019			27,876
2020			27,876
2021			27,876
2022			27,876
Thereafter:			111,504
		$	250,884

 

 

NOTE 10 - RISKS

 

Credit risk

 

The Company is subject to risk borne from credit extended to customers.

 

FTVL and QHDX bank deposits are with banks located in the PRC. DILHK’s bank account is with located in Hong Kong. DIGLS does not have any bank accounts. The bank accounts that the Company uses that that are located outside of the U.S. do not carry federal deposit insurance.

 

Interest risk

 

The Company is subject to interest rate risk when its loans become due and require refinancing.

 

Economic and political risks

 

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. As alcoholic beverages are considered a luxury item, they may be subject to political pressure and risks. The PRC government has from time to time limited the amount of import of foreign alcoholic beverages based on their relationships with those foreign countries. The Company’s results of operations may be materially adversely affected if it is unable to procure such products at all or in smaller quantities because the PRC government has limited the amount of imports.

 

Inflation risk

 

Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s financial statements; however, significant increases in the price of wine and liquors that cannot be passed on the Company’s customers could adversely impact the Company’s results of operations.

 

Concentrations risks

 

During the nine months ended September 30, 2018 and in fiscal year 2017, the Company had a concentration of risk in its supply of raw materials as one vendor supplied all of the Company’s purchases for finished goods inventory.

 

NOTE 11 - SUBSEQUENT EVENTS

 

Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

 

There were no other events that management deems necessary for disclosure.

 

 

NOTE 12 - CORRECTION OF ERROR

 

During the nine months ended September 30, 2018, management discovered an error in its audited December 31, 2017 balance sheet. An amount $93,188 due to Mr. Naiyong Luo was not properly disclosed as a due to related party. The table below shows the original and restated figures for the year ended December 31, 2017:

 

		Original				AJE				Restated
Customers advances and deposits			104,885				(93,188	)			11,697
Due to related parties			407,420				93,188				500,608
Current liabilities			558,668				-				558,668
Total liabilities			558,668				-				558,668

 

The Company’s results of operations for the year ended December 31, 2017 unaffected by this correction of error. Accordingly, the company loss per share for the year ended December 31, 2017 remains unchanged.

 

 

Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, Fortune Valley Treasures, Inc.’s audited annual financial statements and the related notes thereto, each of which are included as an exhibit to our Annual Report on Form 10-K filed with the SEC on November 24, 2017. This discussion contains certain forward-looking statements that involve risks and uncertainties, as described under the heading “Forward-Looking Statements” in this Report on Form 10-Q. Actual results could differ materially from those projected in the forward-looking statements. The Management Discussion and Analysis of Financial Condition and Results of Operations below is based upon only the financial performance of Fortune Valley Treasures, Inc.

 

Company Overview

 

Fortune Valley Treasures, Inc. (“FVTI” or the “Company”), formerly Crypto-Services, Inc. (“CRYT”), was incorporated in the State of Nevada on March 21, 2014. The Company is an early stage company which was initially incorporated to offer an information-based website at www.digitalcoindaily.com that would provide users with up-to-date information on digital currencies worldwide.

 

We engage in the retail and wholesale distribution of a wide spectrum of wine products in Dongguan City, Guangdong Province since 2011. We offer a variety of wine products including dry red wine, dry white wine, rose wine, sweet wine and etc.

 

Our main store located in Humen Town, Dongguan City.

 

Currently, eight stores are approved to use our brand name: ‘FVT ARTS WINERY’ in different regions of China, and are located in Guangzhou, Shenzhen, Zhangjiajie, Zhuzhou, Huayin and Dongguan. These stores are licensed to use our trade name and we provide them with our products and marketing support.

 

Since 2011, we have been cultivating strategic partnerships with various organizations to strengthen and extend our business. We have partnered with Shenzhen Institute of Tsinghua University since 2011 to help us develop an innovative management, operating model and franchising model. In 2011, we became a member of the Guangdong Provincial Liquor Industry Association and won the Excellent Marketing Agency of the Year award by the Guangdong Provincial Liquor Industry Association in 2012.

 

Results of Operations

 

		Three months ended September 30,
		2018				2017				Change
Revenue		$	45,454			$	7,590			$	37,864
Cost of revenue			19,838				4,392				15,446
Gross profit			25,616				3,198				22,418
Gross profit (%)			56	%			42	%
Operating expense			64,446				99,856				(35,410	)
Other income(expense)			(91	)			(199	)
Provision for income taxes			(2,854	)			-
Foreign currency translation gain			5,675				(1339	)
Comprehensive loss		$	(30,392	)		$	(98,196	)		$	67,804

 

 

Revenue

 

Net revenues totaled $45,454 for three months ended September 30, 2018, an increase of $37,684 from $7,590 as compared to the three months ended September 30, 2017. The increase was primarily due to the result of normal fluctuation of sales.

 

Cost of revenue

 

Cost of revenue totaled $19,838 for three months ended September 30, 2018, an increase of $15,446 from $4,392 as compared to the three months ended September 30, 2017. Our cost of revenues consists primarily of purchases of finished goods which are carried as inventory until they are sold.

 

Gross profit

 

Gross profit margin were 56% and 42%, and gross profits were $25,616 and $3,198 for the three months ended September 30, 2018 and 2017, respectively.

 

Operating expenses

 

General and administrative expenses totaled $64,446 for the three months ended September 30, 2018, a decrease of $35,410, as compared to $99,856 for the three months ended September 30, 2017. The decrease was primarily a result of the decrease in general and administrative expense related to reporting and maintenance costs of being a publicly listed company.

 

Net loss

 

Net loss totaled $30,392 for three months ended September 30, 2018, a decrease of $67,804 compared to 2017, primarily as the result of a decrease in operating expenses.

 

Liquidity and Capital Resources

 

Working Capital

 

		September 30, 2018				December 31, 2017				Change
Total current assets		$	353,195			$	413,362			$	(60,167	)
Total current liabilities			669,463				558,668				110,795
Working capital		$	(316,268	)		$	(145,306	)		$	(170,962	)

 

As of September 30, 2018, we had cash and cash equivalents of $37,784, we have financed our operations primarily though borrowings from our related party. The change in working capital was primarily from an increase in due to related parties of $170,962.

 

Cash Flows

 

		Nine months Ended September 30,
		2018				2017				Change
Cash Flows used in Operating Activities		$	(152,015	)		$	(198,749	)		$	46,734
Cash Flows used in Investing Activities			-				-				-
Cash Flows provided by Financing Activities			109,858				127,025				(17,166	)
Net Decrease in Cash During Period		$	(42,157	)		$	(71,724	)		$	29,568

 

 

Cash Flow from Operating Activities

 

For nine months ended September 30, 2018 net cash flows used in operating activities consisted of a net loss of $152,015 and was reduced by depreciation of $3,754, and a net change of operating assets and liabilities of $46,734. For nine months ended September 30, 2017, net cash flows provided in operating consisted of a net loss of $198,749 and was reduced by depreciation of $4,876 and a net change of operating assets and liabilities of ($20,089).

 

Cash Flow from Financing Activities

 

Net cash provided by financing for the nine months ended September 30, 2018 was $109,858 as compared to $127,025 net cash provided by financing activities for nine months ended September 30, 2017. The net cash provided by financing activities was mainly attributable to borrowings and advances from related parties.

 

Critical Accounting Policy and Estimates

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

 

Not applicable because we are a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 and that such information is accumulated and communicated to our management, including our president (our principal executive officer and principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer and principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report. Based on the evaluation of these disclosure controls and procedures the president (our principal executive officer and principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to we did not maintain effective controls over the control environment. Specifically, the Board does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The Company does not have sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The Company also lacks accounting personnel with technical knowledge in certain debt and equity transactions and qualified personnel with an appropriate level of SEC filing knowledge and experience. Because of the size of the Company’s administrative staff, controls related to the segregation of certain duties have not been developed and the Company has not been able to adhere to them. Additionally, the Company does not have a well-established procedure to identify, approve, and report related party transactions.

 

Changes in Internal Controls

 

During the quarter covered by this Report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 

Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for the three months ended September 30, 2018

 

None.

 

Item 3. Defaults upon senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

EXHIBIT INDEX

 

The exhibits listed on the Exhibit Index are provided as part of this Report.

 

Exhibit Number		Description
3.1		Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended; filed with the SEC on December 5, 2014.*
3.2		Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended; filed with the SEC on December 5, 2014 *
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)**.
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)**.
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350***.
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350***.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

 

*Previously filed

** Filed herewith.

*** Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Fortune Valley Treasures, Inc.
Date: November 14, 2018	By:	/s/ Yumin Lin
		Yumin Lin
		Chief Executive Officer
		(Principal Executive Officer)