The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this Annual
Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward- looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Report. Our audited financial
statements are stated in U.S. Dollars and are prepared in accordance with United
States Generally Accepted Accounting Principles.



Company Overview


Fortune Valley Treasures, Inc. (the "Company" or "FVTI"), was incorporated in the State of Nevada on March 21, 2014. We engage in the food supply chain 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 year 2022, the Company conducted its business in generally one revenue stream: product sales - wine, water, water purifier and other F&B products, with majority of the sales transactions were conducted offline.





Results of Operations



                                                 Years Ended December 31,
                                            2022                         2021                        Change
Net revenues                       $  9,234,079        100 %    $  8,021,823        100 %    $  1,212,256         15 %

Cost of revenues                     (4,593,405 )      (50 )%     (3,659,805 )      (46 )%       (933,600 )       26 %
Gross profit                          4,640,674         50 %       4,362,018         54 %         278,656          6 %

Operating expense                    (6,590,240 )      (71 )%     (2,184,904 )      (27 )%     (4,405,336 )      202 %
Other income                             10,811          0 %          53,008          1 %         (42,197 )      (80 )%
Other expense                           (31,444 )       (0 )%        (17,816 )       (0 )%        (13,628 )       76 %
Income taxes                           (186,480 )       (2 )%       (248,837 )       (3 )%         62,357        (25 )%
Net income (loss)                  $ (2,156,679 )      (23 )%   $ 

1,963,469 24 % $ (4,120,148 ) 210 % Net income (loss) attributable to noncontrolling interests

            (213,956 )       (2 )%        183,733          2 %        (397,689 )      216 %
Net income (loss) attributable
to Fortune Valley Treasures,
Inc.                               $ (1,942,723 )      (21 )%   $  1,779,736         22 %    $ (3,722,459 )      209 %




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Net Revenues



Net revenues totaled $9,234,079 for the year ended December 31, 2022, an
increase of $1,212,256, or 15%, as compared to the revenue for the year ended
December 31, 2021. The increase in net revenues was mainly due to an increase in
sales of liquor and water purifier products as a result of the business
expansion of the liquor and water purifier business departments.



Cost of Revenues



Cost of revenues totaled $4,593,405 for the year ended December 31, 2022, an
increase of $933,600, or 26%, as compared to for the year ended December 31,
2021. The increase in cost of revenue was due to the higher product sales volume
in line with our revenue increase.



Gross Profit



Gross profit was $4,640,674 and $4,362,018 for the years ended December 31, 2022
and 2021, respectively. Gross profit margin decreased to 50% for the year ended
December 31, 2022 from 54% for the corresponding period in 2021 primarily due to
the changing of customers' preference from less popular brands to popular brand
products. Popular brands products incurred higher costs of revenue and resulted
in the decrease of gross profit.



Operating Expenses



General and administrative expenses totaled $6,590,240 for the year ended
December 31, 2022, an increase of $4,405,336, or 202%, as compared to the year
ended December 31, 2021. The increase was primarily due to the increase in
professional expense incurred in 2022 in connection with the Company's proposed
Nasdaq listing and related securities offering transaction, bad debt expense
incurred for allowance reserved for doubtful accounts, including prepayments and
deposits paid, and impairment loss on intangible asset and goodwill recognized
in 2022.



Net Loss



Net loss totaled $2,156,679 for the year ended December 31, 2022, an increase of
$4,120,148, of 210%, as compared to the net income of $1,963,469 for the year
ended December 31, 2021. The increase was primarily due to the allowance booked
for doubtful accounts and impairment loss on intangible asset and goodwill,
while net income was generated in 2021.



Liquidity and Capital Resources





Working Capital



                              Years Ended December 31,
                                2022             2021           Change
Total current assets        $   6,871,091     $ 5,069,481     $ 1,801,610
Total current liabilities       2,484,582       1,717,519         767,063
Working capital             $   4,386,509     $ 3,351,962     $ 1,034,547




As of December 31, 2022, we had working capital of $4,386,509 as compared to
working capital of $3,351,962 as of December 31, 2021. We had total current
assets of $6,871,091 consisting of cash on hand of $165,685, accounts
receivables of $4,797,564, inventory of $148,925, and prepayments and other
current assets of $1,758,917, compared to total current assets of $5,069,481 as
of December 31, 2021. The increase was mainly due to the increase in accounts
receivable, resulting from an increase in sales and the extension of payment
term in 2022. We had current liabilities of $2,484,582 consisting of operating
lease obligation from non-related parties of $110,201, operating lease
obligation from related parties of $16,629, accounts payable of $688,822,
accrued liabilities of $502,389, current portion of bank and other borrowings of
$422,653, income tax payable of $38,879, customer advance of $139,334 and amount
due to related parties of $565,675 compared to total current liabilities of
$1,717,519 as of December 31, 2021.



The Company's net loss was $2,156,679 and net income $1,963,469 for the years ended December 31, 2022 and 2021, respectively.





Cash Flows



                                                  Years Ended December 31,
                                                   2022              2021           Change
Cash flows provided by (used in) operating
activities                                     $      6,927       $  (457,142 )   $   464,069
Cash flows provided by (used in) investing
activities                                          (10,110 )         469,190        (479,300 )
Cash flows provided by (used in) financing
activities                                           66,120          (192,034 )       258,154
Effect of exchange rate changes on cash and
cash equivalents                                    (20,415 )          

53,312 (73,727 ) Net changes in cash and cash equivalents $ 42,522 $ (126,674 ) $ 169,196






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Cash Flow from Operating Activities


Cash flow provided by operating activities for the year ended December 31, 2022
was $6,927 as compared to the amount of $457,142 used in operating activities
for the year ended December 31, 2021, reflecting a increment of $464,069. The
increase in net cash provided by operating activities was mainly due to the fact
that the bad debt expense and impairment losses on intangible asset and goodwill
have no impact on cash flows, offset by changes in accounts receivable and
prepayments and other current assets, net.



Cash Flow from Investing Activities





Cash flow used in investing activities was $10,110 for the year ended December
31, 2022, compared to the cash flow provided by investing activities $469,190
for the year ended December 31, 2021. The increase in net cash flow used in
investing activities was mainly due to the decrease in repayment of advance

to
related parties.


Cash Flow from Financing Activities





Cash flow provided by financing activities was $66,120 for the year ended
December 31, 2022, compared to cash flow used in financing activities of
$192,034 for the year ended December 31, 2021. The increase in net cash provided
by used in financing activities was mainly due to the increase in net proceeds
of bank and other borrowings.



Capital requirement for short term and long term

As of December 31, 2022, the Company financed capital requirement through trust and commercial banks in PRC for further expansion, details are as follows:





                                                    December 31, 2022       December 31, 2021
Loan from a trust in PRC                           $            60,049     $            67,438
China Construction Bank                                        276,447                 143,192
WeBank                                                          77,220                  78,795
Guangdong Nanyue Bank                                           67,375                       -

Aggregate outstanding principal balances           $           481,091    

$           289,425
Less: current portion                                          422,653                 101,207
Total non-current borrowings                       $            58,438     $           188,218



Other Material Cash requirement


In addition to the financing arrangements discussed above, FVTI is party to
numerous contracts and arrangements obligating it to make cash payments in
future years. FVTI expects current liabilities to be paid within the next twelve
months. In addition to the items already discussed, the following represents
material expected cash requirements recorded on FVTI's Consolidated Balance
Sheets at December 31, 2022. Such obligations include:



Operating lease obligation - See Note 9 to the Consolidated Financial Statement.

Trends, commitment and uncertainties that likely to result in material changes in liquidity





Except the issues mentioned above, FVTI has no other uncertainties that likely
to result in material changes in liquidity based on management's understanding
and knowledge.


Critical Accounting Policies and Estimates





Our accounting policies are discussed in detail in the footnotes to our
financial statements included in this Annual Report on Form 10-K for the year
ended December 31, 2022. However, we consider our critical accounting policies
to be those related to revenue recognition, allowance of doubtful accounts and
impairment of intangible asset and goodwill.



Our critical estimates include estimates used to review the Company's goodwill
impairments and estimations of recoverability for intangible asset. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable in the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.



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