UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2021 (May 18, 2021)

 

VALUE EXCHANGE INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada

 

000-53537

 

26-3767331

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)

 

Unit 602, Block B, 6 Floor,

Shatin Industrial Centre, 5-7 Yuen Shun Circuit,

Shatin, N.T., Hong Kong

(Address of principal executive offices) (Zip Code)

 

(852) 2950 4288

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ] 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Exchange on which registered

NONE

----

----


 

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION 

 

On May 21, 2021, Value Exchange International, Inc. (“Company”) issued a press release announcing its financial results for the quarter ended March 31, 2021 and items stated in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Current Report on Form 8-K, the information contained in Items 2.02 and 7.01 of this Form Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMEN OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.  

 

Effective May 18, 2021, Mr. Lum Kan Fai was appointed as an outside director of the Company. Mr. Lum currently is the President of Digital Group of Document Security Systems, Inc. (“DSS”), a New York Stock Exchange listed company and the President of DSS Asia, a subsidiary of DSS. Mr. Lum is responsible for profit and loss, long term development of DSS’ digital product division and the Asia Pacific operations of DSS. Mr. Lum was the founder, and since 2009 has served as Chief Executive Officer, of FUNboxx Ltd. Prior to that, Mr. Lum held senior management positions with Vitop Holding, a Hong Kong listed company, York International (Now Johnson Controls), Apple, Inc. and Datacraft Asia. Mr. Lum graduated from the University of Essex (UK) in 1985, with a first class honor degree in Computer and Communication Engineering.

 

Mr. Lum has no family or other relationship with the management members of the Company.

 

Mr. Lum’s appointment as a director was required under the previously disclosed Securities Purchase Agreement, dated April 5, 2021 and signed by all parties as of April 8, 2021, by the Company and GigWorld, Inc., a Delaware corporation and a reporting company under the Exchange Act. The Agreement was disclosed in a Current Report on Form 8-K filed by the Company with the Commission on April 19, 2021 and is attached thereto as Exhibit 10.1.

 

ITEM 7.01REGULATION FD DISCLOSURE. 

 

The information set forth in Item 2.02 above is incorporated by reference herein.

 

ITEM 8.01. OTHER MATTERS.  

 

The Company intends to commence conference calls and webcasts to discuss financial results commencing with the second fiscal quarter of 2021.

 

Due to the need to find engage a new payment agent for disbursement of the Company’s first cash dividend distribution to holders of Common Stock of the Company, as of the record date of April 16, 2021, the payment of the cash dividend will be delayed until the latter half of June 2021. The Company will announce a payment date when arrangements are finalized with the new payment agent.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.  

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release, dated May 21, 2021, issued by Value Exchange International, Inc.


 

 

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 hereunto duly authorized.

 

VALUE EXCHANGE INTERNATIONAL, INC.

 

 

By:

/s/ Kenneth Tan

Name:

Kenneth Tan

Title:

Chief Executive Officer

Date:

May 21, 2021

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release, dated May 21, 2021, issued by Value Exchange International, Inc.

 

 

Press Release For

Immediate Release

 

Value Exchange International, Inc. Announces for First Quarter 2021:

 

·51% increase in Gross Profit; 

·471% Increase in Income from Operations; and 

·176% increase in Net Income. 

 

Hong Kong, (May 21, 2021) – Value Exchange International, Inc. (OTCQB: VEII), a provider of information technology services for businesses in China, Hong Kong, Singapore and Manila, today announced improving select financial results for the first quarter of 2021. All financial numbers are in U.S. dollars.

 

First Quarter 2021 Highlights:

 

Gross profit of $737,540 or 33.5% of net revenues, an increase of $249,384 or 51.1%. over first quarter 2020;

 

Income from operations totaled $305,381, an increase of $251,895 or 471.0% over first quarter 2020;

 

Net income of $376,611, an increase of $240,143 or 176.0% over first quarter 2020; and

 

Basic and diluted net income per share was $0.01 for the three months ended March 31, 2021. 

 

Chief Executive Officer Kenneth Tan said, “Our company continues to make progress in improving key financial results. With the recent investment by GigWorld, Inc., a public company affiliated with entrepreneur Heng Fai Ambrose Chan, in our company, we are exploring ways to expand strategic relationships as part of our ongoing efforts to improve our business and financial performance as well as expand our information technology offerings and geographic markets. The previously announced beta test for smart vending machines in a major Chinese gas service station chain is another example of our efforts to expand our customer base and service-product offerings.”

 

Financial Summary

 

·Net revenue: Our net revenues were $2,203,772 for first quarter 2021, as compared to $8,202,911 for the same period in 2020, a decrease of $5,999,139 or 73.1%. This decrease was due in part to the Company focusing on higher profit work and not the pursuit of lower profit work that increased gross revenues without providing higher net revenues as well as the usual and customary fluctuations in customer demand for Company services. The Company is seeking to grow both its gross and net revenues, but with the emphasis on seeking higher profit margin work. 

 

·Gross profit: Gross profit for first quarter 2021 was $737,540 or 33.5% of net revenues, as compared to $488,156 or 6.0% of net revenues for the same period in 2020, an increase of $249,384 or 51.1%.  

 

·Income from operations: Our income from operations totaled $305,381 for first quarter 2021, as compared to $53,486 for the same period in 2020, an increase of $251,895 or 471.0%.  

 

·Net income: We had a net income of $376,611 for the first quarter of 2021, compared to $136,468 for the same period in 2020, an increase of $240,143 or 176.0%.  

 

·Basic and diluted net income per share was $0.01 for first quarter of 2021.  

 

·Key Financial Ratios:  

 

 

March 31,

2021

 

December 31,

2020

Current ratio

1.31

 

1.14

Acid-test ratio

1.22

 

1.05

Debt ratio

0.64

 

0.71


 

 

Other News:

 

Conference Calls. We intend to commence web cast and conference calls to discuss quarterly and annual financial results with the second quarter financial results in 2021.

 

Dividend Payment Date. Expected Date for payment of previously announced and Company’s first payment of a cash dividend ($0.005 per share of Common Stock for record holders of Common Stock as of April 16, 2021) has been moved from an expected date of May 15, 2021, to the latter half of June 2021, due to the need to engage a new payment agent capable of handling the distribution of the cash dividend and related administrative requirements associated with the new payment agent. The expected new date for payment of the cash dividend will be announced as soon as arrangements with the payment agent have been finalized.

 

About Value Exchange: Company is a U.S. public holding company headquartered in Hong Kong, with offices in Shenzhen, Guangzhou, Shanghai, and Beijing China, Manila and Kuala Lumpur. Company provides integrating, market-leading Point-of-Sale/Point-of-Interaction (POS/POI), Merchandising, CRM & Reward, Locational Based (GPS & Indoor Positioning System (IPS)) Marketing, Customer Analytics, and Business Intelligence solutions. Company’s retail POS solutions process tens of millions of transactions per year at approximately 20,000 retail outlets in Asia.

 

Forward-looking Statements: This press release may contain forward-looking statements regarding Value Exchange International, Inc. (the "Company") within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the likelihood that the Company will continue to deliver and financially benefit from its core information technology services business; the financial outlook of the Company; the general ability of the Company to achieve its commercial objectives, including the focus on higher profit work; the business strategy, plans and objectives of the Company and its subsidiaries, including its ability to mitigate the future impact of COVID-19 pandemic and any future mutations of the COVID-19 coronavirus on the Company's business operations; ability of Company to find affordable, adequate funding for expansion of Company’s business and markets; ability of Company to properly manage and integrate any future acquisitions or manage any expanded operations; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," “hopes,” "anticipates," "seeks," "should," "could," "intends," or "projects" or similar and variant expressions, and involve known and unknown risks and uncertainties. These statements are based upon the Company's current expectations and speak only as of the date hereof. Financial performance in one period does not necessarily mean continued or better performance in the future. The Company's actual results in any endeavor may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, which factors or uncertainties may be beyond our ability to foresee or control. Other risk factors include the status of the Company's common stock as a "penny stock" and those listed in other reports posted on The OTC Markets Group, Inc. website and filed with the Securities and Exchange Commission.

 

Contact:

Value Exchange IR Contact:

Johan Pehrson

Email: ir@value-exch.com

www.value-exch.com

(852) 2950 4288

 


 

 

VALUE EXCHANGE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

December 20,

 

 

2021

 

2020

 

 

US$

 

US$

ASSETS

 

(unaudited)

 

 

CURRENT ASSETS

 

 

 

 

Cash

 

253,533

 

523,337

Accounts receivable, less allowance for doubtful accounts

 

1,285,191

 

599,436

Amounts due from a related party

 

1,254,587

 

1,343,466

Other receivables and prepayments

 

412,357

 

414,342

Inventories

 

244,547

 

238,147

Total current assets

 

3,450,215

 

3,118,728

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

Plant and equipment, net

 

318,250

 

357,021

Deferred tax assets

 

52,033

 

71,681

Goodwill

 

206,812

 

206,812

Operating lease right-of-use assets, net

 

550,846

 

585,057

Total non-current assets

 

1,127,941

 

1,220,571

 

 

 

 

 

Total assets

 

4,578,156

 

4,339,299

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable

 

572,788

 

1,038,518

Other payables and accrued liabilities

 

680,117

 

831,817

Deferred income

 

815,532

 

254,937

Amounts due to related parties

 

215,893

 

263,063

Operating lease liabilities, current

 

301,611

 

303,687

Short term bank loan

 

39,342

 

38,874

Total current liabilities

 

2,625,283

 

2,730,896

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

Long term bank loan

 

52,613

 

62,949

Operating lease liabilities, non-current

 

242,491

 

277,111

Total non-current liabilities

 

295,104

 

340,060

 

 

 

 

 

Total liabilities

 

2,920,387

 

3,070,956

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

Preferred stock, 100,000,000 shares authorized, $0.00001 par value;

no shares issued and outstanding

 

-

 

-

Common stock, 100,000,000 shares authorized, $0.00001 par value;

29,656,130 and 29,656,130 shares issued and outstanding, respectively

 

297

 

297

 

 

 

 

 

Additional paid-in capital

 

690,589

 

690,589

Statutory reserves

 

11,835

 

11,835

Retained earnings

 

790,078

 

414,225

Accumulated other comprehensive losses

 

92,509

 

97,944

Total shareholders’ equity

 

1,585,308

 

1,214,890

Non-controlling interest

 

72,461

 

53,453

 

 

1,657,769

 

1,268,343

 

 

 

 

 

Total liabilities and shareholders’ equity

 

4,578,156

 

4,339,299


 

 

VALUE EXCHANGE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

 

 

 

Three Months

 

Three Months

 

 

Ended

 

Ended

 

 

March 31,

 

March 31,

 

 

2021

 

2020

 

 

US$

 

US$

 

 

(unaudited)

 

(unaudited)

NET REVENUES

 

 

 

 

Service income

 

2,203,772

 

8,202,911

 

 

 

 

 

COST OF SERVICES

 

 

 

 

Cost of service income

 

(1,466,232)

 

(7,714,755)

 

 

 

 

 

GROSS PROFIT

 

737,540

 

488,156

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

General and administrative expenses

 

(434,878)

 

(438,891)

Foreign exchange loss

 

2,719

 

4,221

TOTAL OPERATING EXPENSES

 

(432,159)

 

(434,670)

 

 

 

 

 

PROFIT FROM OPERATIONS

 

305,381

 

53,486

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

Interest income

 

165

 

115

Finance cost

 

(4,308)

 

(3,505)

VAT refund

 

2,213

 

43,942

Management fee income

 

46,326

 

7,547

Others

 

30,731

 

28,745

Total other income (expenses), net

 

75,127

 

76,844

 

 

 

 

 

PROFIT BEFORE PROVISION FOR INCOME TAXES

 

380,508

 

130,330

 

 

 

 

 

INCOME TAXES (EXPENSES) CREDIT

 

(3,897)

 

6,138

NET PROFIT

 

376,611

 

136,468

 

 

 

 

 

OTHER COMPREHENSIVE INCOME:

 

 

 

 

Foreign currency translation adjustment

 

(5,435)

 

(14,755)

 

 

 

 

 

COMPREHENSIVE INCOME

 

371,176

 

121,713

 

 

 

 

 

ATTRIBUTABLE TO:

 

 

 

 

Equity holders of the Company

 

370,418

 

125,512

Non-controlling interests

 

758

 

(3,799)

 

 

371,176

 

121,713

 

 

 

 

 

Earnings per share, basic and diluted

 

0.01

 

0

 

 

 

 

 

Weighted average number of shares outstanding

 

29,656,130

 

29,656,130


 

 

VALUE EXCHANGE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Three Months

 

Three Months

 

 

Ended

 

Ended

 

 

March 31,

 

March 31,

 

 

2021

 

2020

 

 

US$

 

US$

 

 

(unaudited)

 

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net profit

 

376,611

 

136,468

Adjustments to reconcile net profit to cash (used in) provided by operating activities:

 

 

 

 

Depreciation

 

33,663

 

38,770

Amortization

 

90,515

 

99,613

Interest income

 

-165

 

(115)

Finance costs on Right-of-use assets

 

4,308

 

-

Deferred income taxes

 

19,648

 

2,136

Changes in operating assets and liabilities

 

 

 

 

Accounts receivable

 

(685,755)

 

206,673

Other receivables and prepayments

 

1,985

 

16,225

Amounts due from related parties

 

88,879

 

(894,440)

Inventories

 

(6,400)

 

(2,524)

Accounts payable

 

(465,730)

 

830,190

Other payables and accrued liabilities

 

(151,700)

 

(62,616)

Deferred income

 

560,595

 

(9,150)

Amounts due to related parties

 

(47,170)

 

-

Net cash (used in) provided by operating activities

 

(180,716)

 

361,230

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

Purchase of plant and equipment

 

(2,916)

 

(1,824)

Interest received

 

165

 

115

Net cash used in investing activities

 

(2,751)

 

(1,709)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from non-controlling interests

 

18,600

 

7,012

Principal payments on operating leases

 

(89,368)

 

(3,505)

Repayment of bank loan

 

(9,544)

 

-

Net cash (used in) provided by financing activities

 

(80,312)

 

3,507

 

 

 

 

 

EFFECT OF EXCHANGE RATE ON CASH

 

(6,025)

 

(116,256)

(DECREASE) INCREASE IN CASH

 

(269,804)

 

246,772

CASH, beginning of period

 

523,337

 

234,089

CASH, end of period

 

253,533

 

480,861

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

Cash (paid) refund for income taxes

 

(3,897)

 

6,138