United States securities and exchange commission logo





                              September 21, 2022

       Ming Yi
       Chief Financial Officer
       Future FinTech Group Inc.
       Americas Tower
       1177 Avenue of the Americas
       Suite 5100
       New York, NY 10036

                                                        Re: Future FinTech
Group Inc.
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed April 15,
2022
                                                            File No. 001-34502

       Dear Mr. Yi:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K filed April 15, 2022

       Note Concerning Forward-Looking Statements, page ii

   1.                                                   We note your disclosure
that "we," "us," "our", "the Company" or "Future FinTech" refers
                                                        to Future Fintech
Group, Inc., "together with [y]our direct or indirect subsidiaries." Please
                                                        revise your disclosure
to clearly disclose how you will refer to the holding company,
                                                        subsidiaries, and VIEs
when providing the disclosure throughout the document so that it is
                                                        clear to investors
which entity the disclosure is referencing and which subsidiaries or
                                                        entities are conducting
the business operations. Refrain from using terms such as "we" or
                                                        "our" when describing
activities or functions of a VIE. For example, disclose, if true, that
                                                        your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated
                                                        for accounting purposes
but is not an entity in which you own equity, and that the holding
                                                        company does not
conduct operations. Disclose clearly the entity (including the domicile)
 Ming Yi
FirstName LastNameMing
Future FinTech  Group Inc. Yi
Comapany 21,
September  NameFuture
               2022     FinTech Group Inc.
September
Page 2     21, 2022 Page 2
FirstName LastName
         in which investors are purchasing an interest.
Summary of Significant Risk Factors
Risks Related to Doing Business in the PRC , page iii

2.       In your summary of risk factors, please provide specific
cross-references to the
         corresponding individual risk factors discussed in Item 1A.
Item 1     Business, page 1

3.       We note your disclosure that you are "a holding company incorporated
under the laws of
         the State of Florida." Please revise your disclosure to also disclose
prominently at the
         beginning of this section that you are not a Chinese operating company
but a Florida
         holding company with operations conducted by your subsidiaries and
through contractual
         arrangements with a variable interest entity (VIE) based in China and
that this structure
         involves unique risks to investors. In this regard, we note your
related discussion on page
         4 beginning with "[w]e are a holding company . . . ," but such
discussion should be more
         prominently disclosed to investors. Further, as noted on page 3, also
disclose here that
         these contracts have not been tested in court. Explain whether the VIE
structure is used to
         provide investors with exposure to foreign investment in China-based
companies where
         Chinese law prohibits direct foreign investment in the operating
companies, and disclose
         that investors may never hold equity interests in the Chinese
operating company. In this
         regard, please also make conforming changes on page 44, including
replacing the use of
         "replicate" with the phrase "provide investors with exposure." Your
disclosure here should
         also acknowledge that Chinese regulatory authorities could disallow
this structure, which
         would likely result in a material change in your operations and/or a
material change in the
         value of your securities, including that it could cause the value of
such securities to
         significantly decline or become worthless. Provide a cross-reference
to your detailed
         discussion of risks facing the company as a result of this structure.
4.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your securities or could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, have or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on a U.S. or other foreign exchange. Please disclose whether your
auditor is subject to
         the determinations announced by the PCAOB on December 16, 2021 and
whether and
         how the Holding Foreign Companies Accountable Act and related
regulations will affect
         your company, and also disclose that trading in your securities may be
prohibited under
         the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot
 Ming Yi
FirstName LastNameMing
Future FinTech  Group Inc. Yi
Comapany 21,
September  NameFuture
               2022     FinTech Group Inc.
September
Page 3     21, 2022 Page 3
FirstName LastName
         inspect or investigate completely your auditor. Please also revise to
discuss the
         Accelerating Holding Foreign Companies Accountable Act as you do on
page 36.
5.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and the consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Provide cross-references to the
condensed
         consolidating schedule and the consolidated financial statements. To
the extent not
         addressed in your current disclosure (e.g., on page 4), describe any
restrictions on foreign
         exchange and your ability to transfer cash between entities, across
borders, and to U.S.
         investors. Describe any restrictions and limitations on your ability
to distribute earnings
         from the company, including your subsidiaries and/or the consolidated
VIEs, to the parent
         company and U.S. investors as well as the ability to settle amounts
owed under the VIE
         agreements. In connection therewith, amend your disclosure here and in
the summary risk
         factors and risk factors sections to state that, to the extent cash
and/or assets in the
         business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds
and/or assets
         may not be available to fund operations or for other use outside of
the PRC/Hong Kong
         due to interventions in or the imposition of restrictions and
limitations on the ability of
         you, your subsidiaries, or the consolidated VIEs by the PRC government
to transfer cash
         and/or assets. Provide cross-references to these other discussions in
the risk factors. Last,
         to the extent you have cash management policies that dictate how funds
are transferred
         between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
         policies here, and disclose the source of such policies (e.g., whether
they are contractual in
         nature, pursuant to regulations, etc.); alternatively, state that you
have no such cash
         management policies that dictate how funds are transferred.
6.       Disclose each permission or approval that you, your subsidiaries, or
the VIEs are required
         to obtain from Chinese authorities to operate your business and to
offer the securities
         being registered to foreign investors. State whether you, your
subsidiaries, or VIEs are
         covered by permissions requirements from the China Securities
Regulatory Commission
         (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency
         that is required to approve the VIE   s operations, and state
affirmatively whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
 Ming Yi
FirstName LastNameMing
Future FinTech  Group Inc. Yi
Comapany 21,
September  NameFuture
               2022     FinTech Group Inc.
September
Page 4     21, 2022 Page 4
FirstName LastName
Our VIE Contractual Arrangements, page 3

7.       Describe how the relevant VIE contractual agreements between the
entities and this type
         of corporate structure may affect investors and the value of their
investment, including
         that the company may incur substantial costs to enforce the terms of
the arrangements.
8.       We note your disclosure that you "receive substantially all of the
economic benefits of our
         VIE," and your disclosure on page 44 that you "control and receive the
economic benefits
         of the VIE   s business operations" through certain contractual
agreements between the VIE
         and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are
         designed to provide your WFOE with the power, rights, and obligations
equivalent in all
         material respects to those it would possess as the principal equity
holder of the VIE. We
         also note your disclosure on page 3 that you are the primary
beneficiary of the VIE.
         However, neither the investors in the holding company nor the holding
company itself
         have an equity ownership in, direct foreign investment in, or control
of, through such
         ownership or investment, the VIE. Accordingly, please refrain from
implying that the
         contractual agreements are equivalent to equity ownership in the
business of the VIE. Any
         references to control or benefits that accrue to you because of the
VIE should be limited to
         a clear description of the conditions you have satisfied for
consolidation of the VIE under
         U.S. GAAP. Additionally, your disclosure should clarify that you are
the primary
         beneficiary of the VIE for accounting purposes.
Item 1A     Risk Factors
"If the PRC government deems that the contractual arrangements in relation to .
.. . " , page 37

9.       We note your disclosure that "[y]our shares may decline in value if
[you] are unable to
         assert [y]our contractual control rights over the assets of [y]our PRC
VIE." Please revise
         your disclosure to state that your shares may become worthless as a
result of such
         inability to assert control, and also discuss the inability to assert
contractual control over
         the VIE that conducts all or substantially all of your operations.

Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition
Sales of coals and aluminum ingots, page F-16

10.      Please support your recognition of revenue on a gross basis for the
sales of coal and
         aluminum ingots. Refer to the guidance in FASB ASC 606-10-55-36
through 40. Include
         in your response how the disclosure on page 7 that you sign purchase
and sale agreements
         with suppliers and buyers, the suppliers are responsible for the
supply and transportation
         of coal to the end users    designated freight yard or transfer the
title of aluminum ingots to
         you in certain warehouses, and that you select the customers and
suppliers that have good
         credit and reputation was considered in your evaluation of whether you
are the principal
 Ming Yi
FirstName LastNameMing
Future FinTech  Group Inc. Yi
Comapany 21,
September  NameFuture
               2022     FinTech Group Inc.
September
Page 5     21, 2022 Page 5
FirstName LastName
         or an agent. In particular, tell us when and how you obtain ownership
over the coal and
         ingots and for how long your ownership lasts, and whether you take
possession of these
         items.
General

11.      We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form a condensed
consolidating schedule
         that disaggregates the operations and depicts the financial position,
cash flows, and results
         of operations as of the same dates and for the same periods for which
audited consolidated
         financial statements are required. The schedule should present major
line items, such as
         revenue and cost of goods/services, and subtotals and disaggregated
intercompany
         amounts, such as separate line items for intercompany receivables and
investment in
         subsidiary. The schedule should also disaggregate the parent company,
the VIEs and its
         consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIEs, and an
         aggregation of other entities that are consolidated. The objective of
this disclosure is to
         allow an investor to evaluate the nature of assets held by, and the
operations of, entities
         apart from the VIE, as well as the nature and amounts associated with
intercompany
         transactions. Any intercompany amounts should be presented on a gross
basis and when
         necessary, additional disclosure about such amounts should be included
in order to make
         the information presented not misleading.

12.      We note that through an acquisition you entered into asset management
services as a line
         of business during 2021. We further note in the Form 10-Q for the
period ended June 30,
         2022 it appears your management services are your principal operations
and that you
         manage approximately $273 million in assets. Please tell us how you
considered the
         applicability of the rules and regulations of the Investment Company
Act of 1940 and the
         Investment Advisors Act of 1940 to this business and your related
reporting.
13.      To the extent that you have one or more directors, officers or members
of senior
         management located in the PRC/Hong Kong, please (i) state that is the
case and identify
         the relevant individuals in your section entitled Item 10 - Directors,
Executive Officers
         and Corporate Governance and (ii) include a separate "Enforceability"
section, consistent
         with Item 101(g) of Regulation S-K, and revise your risk factor on
page 36 to particularly
         address the challenges of bringing actions and enforcing
judgments/liabilities against such
         individuals located in the PRC/Hong Kong.
14.      Please revise to identify your PRC counsel that you refer to
throughout this annual report.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

         You may contact Amy Geddes at 202-551-3304 or Doug Jones at
202-551-3309 if you
 Ming Yi
Future FinTech Group Inc.
September 21, 2022
Page 6

have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Jennifer Lopez Molina at
202-551-3792 with any
other questions.



FirstName LastNameMing Yi                                 Sincerely,
Comapany NameFuture FinTech Group Inc.
                                                          Division of
Corporation Finance
September 21, 2022 Page 6                                 Office of Trade &
Services
FirstName LastName