8-K

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): June 17, 2021 (June 17, 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 7.01 Regulation FD Disclosure.

On June 17, 2021, Value Exchange International, Inc. (the "Company") provided information to a family office in Hong Kong SAR. A copy of the information, which responded to specific questions by the family office, (the "Investor Presentation") is attached hereto as Exhibit 99.1 and is incorporated by reference herein. A copy of the presentation will also be available on the Company's website at https://www.value-exch.com.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's filings with the Securities and Exchange Commission (the "SEC") and other public announcements that the Company may make by press release or otherwise from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Investor Presentation or this current report on Form 8-K, although it may do so from time to time as its management believes is warranted. Updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information contained in this current report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	June 17, 2021 Investor Presentation and Questions and Answers

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:	June 17, 2021

Exhibit Number	Description
99.1	June 17, 2021 Investor Presentation and Questions and Answers

EX-99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Questions and Answers

Income Statement

1.Could you share why there is A/R growth with a decline in Sales? 

Reply: The decrease in Revenue was primarily attributable to the decrease in our revenue from systems development and integration with revenue decreasing from $6,210,065 for the three months ended March 31, 2020 to $34,077 for the three months ended March 31, 2021.

The Accounts receivable increased to $1,285,191 as of March 31, 2021 from $599,436 as of December 31, 2020, mainly due to the some Revenue systems maintenance yet to be settled by customers, which the sales occurred in first Quarter, 2021.

2.In the 4q20 filing, the company stated there was no more amortization to deduct in future quarters. However in the 1q21 filing, there was a usd90k amortization expense. With this in mind, I didn’t see an acquisition in the 1q21 filing, so am curious if this is a mistake in either the 4q20 or 1q21 filings. Could you assist to clarify? 

Reply: That is the amortization of operating lease of Right-of-use assets regarding office lease under the new accounting of rule under ASC842 (and similar to IFRS 16).

Balance sheet

1.Could you share what is included in deferred income? There was a sizable jump from usd254k in 4q20 to usd815k in 1q21 and I’m trying to understand why. 

Reply: Deferred income increased mainly attributed to a sales advance received and performed in first quarter 2021, but the client yet to provide us Purchase Order to issue relevant Sales Invoice due to the customer internal personnel change, which approximately to US$ 576,000.

Company Overview / Summary

1.Were there any covid related subsidies received by the company in Hong Kong, China, Malaysia or Philippines? I didn’t see any line items in the financials, but would think the company would have been eligible for assistance. 

Reply: That part included in the other income, which is under the name “VAT refund”. If there are any subsidy further, we will rename it as government subsidy if the amount is substantial.

To summary, we got HK$ 422,340 subsidies from Hong Kong operation.

2.Could you share who owns the 49% interest in Vei Hunan & Shanghai Zhaonan Hengan Information Technology? Is the fellow owner a related party? 

Reply:

长沙心而惟信息科技有限公司 owns 49% of Value Exchange Int’l (Hunan) Limited.

上海南岸药妆科技发展有限公司 own 49% of Shanghai Zhaonan Hengan Information Technology Co., Limited.

These companies are the third-party cooperation partners of VEII.

3.It looks like the revenue run rate in 1q21 has returned to levels seen in 2019. With that in mind, was the 2020 revenue an anomaly for the company? 

Reply: The revenue from systems development and integration with revenue decreasing from $6,210,065 for the three months ended March 31, 2020, which is a one-off sales.