UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Exchange on which registered |
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| Item 4.01 | Changes to Registrant’s Certifying Accountant |
On July 1, 2025, Value Exchange International, Inc. (“Company”) received electronic notice from Grassi & Co. CPAs P.C. (“Grassi”) that Grassi would not engage to perform the audit work for the Company’s fiscal year ending December 31, 2024. The Company believes that the disengagement is the result of a past-due, outstanding fees owed to Grassi.
The Company has begun the process of identifying a successor independent registered public accounting firm. The Company will authorize Grassi to respond fully to the inquiries of the successor independent registered public accounting firm, once selected.
The Company is endeavoring to complete necessary work to file its past due Form 10-K Annual Report for fiscal year ended December 31, 2024 and its past due Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.
During the fiscal year ended December 31, 2023, and the subsequent interim fiscal periods in 2024, (1) there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with Grassi on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to Grassi’s satisfaction to our knowledge would have caused it to make reference to the subject matter thereof in connection with its report, and (2) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. Grassi has not issued any report on the Company’s financial statements for the fiscal year ended December 31, 2024.
The Company has provided Grassi with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in Item 4.01 of this Current Report on Form 8-K and has requested that Grassi furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the Company’s statements made in response to those requirements and, if not, stating the respects in which it does not agree. The letter from Grassi, dated July 2, 2025, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 16.1 | Letter from Grassi & Co., CPAs, P.C., dated July 2, 2025 |
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., a Nevada corporation
| By: | /s/ Tan Seng Wee Kenneth | Date: July 7, 2025 |
| Tan Seng Wee Kenneth, Chief Executive Officer and President | ||
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