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SEC Comment Letter for Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT) — Sep 19, 2018

Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: Sept. 19, 2018 · CIK: 0001066923 · Accession: 0000000000-18-029382

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File numbers found in text: 333-224686

Date
September 19, 2018
Author
/s/ Loan Lauren P. Nguye n for
Form
UPLOAD
Company
Future FinTech Group Inc. (FTFT) (CIK 0001066923)

Letter

Mail Stop 4628 September 19, 2018 Yongke Xue Chief Executive Officer Future FinTech Group Inc. 23F, National Development Bank Tower No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc. Registration Statement on Form S-3 Response dated August 23, 2018 File No. 333-224686

Dear Mr. Yongke Xue:

We have reviewed your response letter 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 this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Unless we note otherwise, our references to prior comment are to the comment in our August 17, 2018 letter .

General

1. We note your response to our prior comment states that U.S. persons may use your DCON exchange services t o exchange DCON tokens (mBTC) for Bitcoin or “other digital currencies” and vice versa. Additionally, you state that “exchange services” will be available on the DCON and the Shared Shopping Mall platforms. Please describe all the other digital currencie s which ma y be exchanged on your trading platforms and whether you are required to be registered as a national securities exchange, an alternative trading system or broker -dealer under the Securities Exchange Act of 1934.

2. Please provide us with analysis explaining whether your DCON tokens and the other digital currencies issued or accepted on your platforms are securities as defined in Section 2(a)(1) of the Securities Act and, if so, how you will account for them in your financial statements. Please also tell us whether you intend on holding any digital assets

Yongke Xue Future FinTech Group Inc. September 19, 2018 Page 2

and, if so, how you will account for them in your financial statements. Your analysis should specifically address the distinct characteristics of each kind of token or other digital currency and how those characteristics affect your conclusions.

3. Disclosure at page 15 of you r recent Form 10 -Q for the quarter ended June 30, 2018 states that Digipay Fintech Limited (“Digipay”), a wholly -owned subsidiary incorporated in the British Virgin Islands, entered into an agreement with Lake Chenliu, an individual resident of Costa Rica, and InUnion Chain Ltd. (“InUnion”), whereby Digipay will purchase common shares of InUnion in exchange for a purchase price of $15,000,000. In addition to the common shares of InUnion, Digipay shall purchase 20,000,000 of “INU tokens” issued by InUnion f or an aggregate purchase price of $1,000,000. Please identify and describe all digital assets you (and your wholly -owned subsidiaries) currently hold and any that you anticipate acquiring in connection with your new business focus. In addition, please include a brief discussion of the Investment Company Act of 1940 and disclose whether you intend to register as an investment company thereunder and describe any rel ated risk factors .

4. Your response letter states that any sales of DCON tokens in the future will be conducted in accordance with one or more exemptions from registration under the Securities Act of 1933. Please describe the exemptions from registration un der the Securities Act that you intend to rely upon and provide us with a detailed legal analysis supporting your conclusion that the exemption is available to you.

Other

5. We note your business description and news releases available on the News page of y our website dated September 4, 2018 and August 29, 2018, titled respectively “Future Fintech Launches New Business Promotion and Operation Service of Chain World Cyberspace” and “Future Fintech Announces Major Updates of Chain World Cyberspace,” and that you have revised your website to indicate you have changed the focus of your core fruit juice business to take advantage of possible opportunities in financial technology and digital assets. However, w e also note that your business and financial disclosure s provided in your Form 10 -K for the fisc al year ended December 31, 2017 and your Form 10 -Q for the quarterl y period ended June 30, 2018 do not appear consistent with your news releases . We note that for the quarter ended June 30, 2018, a significant amou nt of your revenues was generated solely from your fruit juice operations . Please address the apparent discrepancy between the information provided in your SEC filings and the information presented in your news releases by revising as necessary to provide a materially complete description of your current business and results of operations.

Yongke Xue Future FinTech Group Inc. September 19, 2018 Page 3

Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763 or Loan Lauren P. Nguyen, Legal Branch Chief, at (202) 551 -3642 w ith any questions.

Sincerely,
/s/ Loan Lauren P. Nguye n for

Show Raw Text
Mail Stop 4628
September 19, 2018

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Response dated August 23, 2018
  File No.  333-224686

Dear Mr. Yongke Xue:

We have reviewed your response letter 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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.   Unless we note
otherwise, our references to prior comment  are to the comment  in our August 17, 2018 letter .

General

1. We note your response to our prior comment states that U.S. persons may use your
DCON exchange services t o exchange DCON tokens (mBTC) for Bitcoin or “other
digital currencies” and vice versa.  Additionally, you state that “exchange services” will
be available on the DCON and the Shared Shopping Mall platforms.  Please describe all
the other digital currencie s which ma y be exchanged on your  trading platforms and
whether you are required to be registered as a national securities exchange, an alternative
trading system or broker -dealer under the Securities Exchange Act of 1934.

2. Please provide us with analysis  explaining whether your DCON tokens and the other
digital currencies issued or accepted on your platforms are securities as defined in
Section 2(a)(1) of the Securities Act and, if so, how you will account for them in your
financial statements.  Please also tell us whether you intend on holding any digital assets

Yongke Xue
Future FinTech Group Inc.
September 19, 2018
Page 2

 and, if so, how you will account for them in your financial statements.  Your analysis
should specifically address the distinct characteristics of each kind of token or other
digital currency and how those characteristics affect your conclusions.

3. Disclosure at page 15 of you r recent Form 10 -Q for the quarter ended June 30, 2018
states that Digipay Fintech Limited (“Digipay”), a wholly -owned subsidiary incorporated
in the British Virgin Islands, entered into an agreement with Lake Chenliu, an individual
resident of Costa Rica,  and InUnion Chain Ltd. (“InUnion”), whereby Digipay will
purchase common shares of InUnion in exchange for a purchase price of $15,000,000.  In
addition to the common shares of InUnion, Digipay shall purchase 20,000,000 of “INU
tokens” issued by InUnion f or an aggregate purchase price of $1,000,000.  Please identify
and describe all digital assets you (and your wholly -owned subsidiaries) currently hold
and any that you anticipate acquiring  in connection  with your new business focus.  In
addition, please include a brief discussion of  the Investment Company Act of 1940 and
disclose whether you intend  to register as an investment company  thereunder and
describe any rel ated risk factors .

4. Your response letter states that any sales of DCON tokens in the future will be conducted
in accordance with one or more exemptions from registration under the Securities Act of
1933.  Please describe the exemptions from registration un der the Securities Act that you
intend to rely upon and provide us with a detailed legal analysis supporting your
conclusion that the exemption is available to you.

Other

5. We note your business description and news releases available on the News page of y our
website dated September 4, 2018 and August 29, 2018, titled respectively “Future
Fintech Launches New Business Promotion and Operation Service of Chain World
Cyberspace” and “Future Fintech Announces Major Updates of Chain World
Cyberspace,” and  that you have revised your website to indicate  you have changed the
focus of your core fruit juice business to take advantage of possible opportunities in
financial technology and digital assets.  However, w e also note that your business and
financial disclosure s provided in your Form 10 -K for the fisc al year ended December 31,
2017  and your Form 10 -Q for the quarterl y period ended June 30, 2018 do not appear
consistent with your news releases .  We note that for the quarter ended June 30, 2018, a
significant amou nt of your revenues was generated solely from your fruit juice
operations .  Please address the apparent discrepancy between the information provided in
your SEC filings and the information presented in your news releases by revising as
necessary to provide a materially complete description of your current business and
results of operations.

Yongke Xue
Future FinTech Group Inc.
September 19, 2018
Page 3

 Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren P.
Nguyen, Legal Branch Chief, at (202) 551 -3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren P. Nguye n for

John Reynolds
Assistant Director
Office of Natural Resources