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)
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Nevada |
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000-53537 |
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26-3767331 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification Number) |
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Unit 602, Block B, 6 Floor, |
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Shatin Industrial Centre, 5-7 Yuen Shun Circuit, |
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Shatin, N.T., Hong Kong |
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(Address of principal executive offices) (Zip Code) |
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(852) 2950 4288 |
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(Registrant’s telephone number, including area code) |
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Not applicable |
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(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:
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Title of Each Class |
Trading Symbol |
Exchange on which registered |
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NONE |
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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
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Exhibit No. |
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Description |
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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.
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VALUE EXCHANGE INTERNATIONAL, INC. |
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By: |
/s/ Kenneth Tan |
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Name: |
Kenneth Tan |
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Title: |
Chief Executive Officer |
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Date: |
May 21, 2021 |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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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:
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·51% increase in Gross Profit; |
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·471% Increase in Income from Operations; and |
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·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:
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March 31, 2021 |
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December 31, 2020 |
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Current ratio |
1.31 |
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1.14 |
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Acid-test ratio |
1.22 |
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1.05 |
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Debt ratio |
0.64 |
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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
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March 31, |
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December 20, |
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2021 |
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2020 |
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US$ |
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US$ |
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ASSETS |
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(unaudited) |
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CURRENT ASSETS |
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Cash |
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253,533 |
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523,337 |
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Accounts receivable, less allowance for doubtful accounts |
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1,285,191 |
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599,436 |
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Amounts due from a related party |
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1,254,587 |
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1,343,466 |
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Other receivables and prepayments |
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412,357 |
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414,342 |
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Inventories |
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244,547 |
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238,147 |
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Total current assets |
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3,450,215 |
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3,118,728 |
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NON-CURRENT ASSETS |
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Plant and equipment, net |
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318,250 |
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357,021 |
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Deferred tax assets |
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52,033 |
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71,681 |
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Goodwill |
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206,812 |
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206,812 |
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Operating lease right-of-use assets, net |
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550,846 |
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585,057 |
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Total non-current assets |
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1,127,941 |
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1,220,571 |
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Total assets |
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4,578,156 |
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4,339,299 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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|
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Accounts payable |
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572,788 |
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1,038,518 |
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Other payables and accrued liabilities |
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680,117 |
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831,817 |
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Deferred income |
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815,532 |
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254,937 |
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Amounts due to related parties |
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215,893 |
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263,063 |
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Operating lease liabilities, current |
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301,611 |
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303,687 |
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Short term bank loan |
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39,342 |
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38,874 |
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Total current liabilities |
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2,625,283 |
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2,730,896 |
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NON-CURRENT LIABILITIES |
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Long term bank loan |
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52,613 |
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62,949 |
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Operating lease liabilities, non-current |
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242,491 |
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277,111 |
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Total non-current liabilities |
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295,104 |
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340,060 |
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Total liabilities |
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2,920,387 |
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3,070,956 |
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SHAREHOLDERS’ EQUITY |
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Preferred stock, 100,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding |
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- |
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- |
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Common stock, 100,000,000 shares authorized, $0.00001 par value; 29,656,130 and 29,656,130 shares issued and outstanding, respectively |
|
297 |
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297 |
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Additional paid-in capital |
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690,589 |
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690,589 |
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Statutory reserves |
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11,835 |
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11,835 |
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Retained earnings |
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790,078 |
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414,225 |
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Accumulated other comprehensive losses |
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92,509 |
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97,944 |
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Total shareholders’ equity |
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1,585,308 |
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1,214,890 |
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Non-controlling interest |
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72,461 |
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53,453 |
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|
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1,657,769 |
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1,268,343 |
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|
|
|
|
|
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Total liabilities and shareholders’ equity |
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4,578,156 |
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4,339,299 |
VALUE EXCHANGE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
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|
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Three Months |
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Three Months |
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|
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Ended |
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Ended |
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|
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March 31, |
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March 31, |
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|
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2021 |
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2020 |
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|
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US$ |
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US$ |
|
|
|
(unaudited) |
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(unaudited) |
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NET REVENUES |
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|
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|
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Service income |
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2,203,772 |
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8,202,911 |
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|
|
|
|
|
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COST OF SERVICES |
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|
|
|
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Cost of service income |
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(1,466,232) |
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(7,714,755) |
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|
|
|
|
|
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GROSS PROFIT |
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737,540 |
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488,156 |
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|
|
|
|
|
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OPERATING EXPENSES: |
|
|
|
|
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General and administrative expenses |
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(434,878) |
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(438,891) |
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Foreign exchange loss |
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2,719 |
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4,221 |
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TOTAL OPERATING EXPENSES |
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(432,159) |
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(434,670) |
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|
|
|
|
|
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PROFIT FROM OPERATIONS |
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305,381 |
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53,486 |
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|
|
|
|
|
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OTHER INCOME (EXPENSES): |
|
|
|
|
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Interest income |
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165 |
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115 |
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Finance cost |
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(4,308) |
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(3,505) |
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VAT refund |
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2,213 |
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43,942 |
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Management fee income |
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46,326 |
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7,547 |
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Others |
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30,731 |
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28,745 |
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Total other income (expenses), net |
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75,127 |
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76,844 |
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|
|
|
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PROFIT BEFORE PROVISION FOR INCOME TAXES |
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380,508 |
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130,330 |
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|
|
|
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INCOME TAXES (EXPENSES) CREDIT |
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(3,897) |
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6,138 |
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NET PROFIT |
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376,611 |
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136,468 |
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|
|
|
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OTHER COMPREHENSIVE INCOME: |
|
|
|
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Foreign currency translation adjustment |
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(5,435) |
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(14,755) |
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|
|
|
|
|
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COMPREHENSIVE INCOME |
|
371,176 |
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121,713 |
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|
|
|
|
|
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ATTRIBUTABLE TO: |
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Equity holders of the Company |
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370,418 |
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125,512 |
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Non-controlling interests |
|
758 |
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(3,799) |
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|
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371,176 |
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121,713 |
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|
|
|
|
|
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Earnings per share, basic and diluted |
|
0.01 |
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0 |
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|
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|
|
|
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Weighted average number of shares outstanding |
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29,656,130 |
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29,656,130 |
VALUE EXCHANGE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
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Three Months |
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Three Months |
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|
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Ended |
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Ended |
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|
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March 31, |
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March 31, |
|
|
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2021 |
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2020 |
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|
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US$ |
|
US$ |
|
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
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Net profit |
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376,611 |
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|
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Adjustments to reconcile net profit to cash (used in) provided by operating activities: |
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|
|
|
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Depreciation |
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33,663 |
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|
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Amortization |
|
90,515 |
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|
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Interest income |
|
-165 |
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(115) |
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Finance costs on Right-of-use assets |
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4,308 |
|
|
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Deferred income taxes |
|
19,648 |
|
|
|
Changes in operating assets and liabilities |
|
|
|
|
|
Accounts receivable |
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(685,755) |
|
|
|
Other receivables and prepayments |
|
1,985 |
|
|
|
Amounts due from related parties |
|
88,879 |
|
|
|
Inventories |
|
(6,400) |
|
|
|
Accounts payable |
|
(465,730) |
|
|
|
Other payables and accrued liabilities |
|
(151,700) |
|
|
|
Deferred income |
|
560,595 |
|
|
|
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) |
|
|
|
Interest received |
|
165 |
|
|
|
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) |
|
|
|
(DECREASE) INCREASE IN CASH |
|
(269,804) |
|
246,772 |
|
CASH, beginning of period |
|
523,337 |
|
|
|
CASH, end of period |
|
253,533 |
|
480,861 |
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
Cash (paid) refund for income taxes |
|
(3,897) |
|
6,138 |