Value Exchange International, Inc.

Item 1A. Risk Factors

As of the date of the filing of this Form 10-Q, the Company is no longer a Commission Identified Issuer under the Holding Foreign Companies Accountable Act (HFCAA).

As discussed in Note 2b on page 12 of this report, management has evaluated the significance of the conditions in relation to the Companys ability to meet its obligations and believes that its current cash balance along with its current operations will not provide sufficient capital to continue as a going concern. There can be no assurance that the Company will be able to generate or obtain sufficient capital to remedy this going concern issue.

Risk factors for our company are set forth in our Annual Report on Form 10-K for the fiscal year end December 31, 2023 (2023 Form 10-K) and other filings with the Commission. The risks described in Part I, Item 1A, "Risk Factors" in our 2023 Form 10-K could materially and adversely affect our business, financial condition and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. The Risk Factors section of the 2023 Form 10-K, as amended, remains current in all material respects.

As reported in our 2023 Form 10-K, the Company was unable to file the 2023 Form 10-K and Form 10-Q for the fiscal quarter ended March 31, 2024, in the period permitted under Commission rules and OTC Market Group rules, and, as a result, the Common Stock of the Company was downgraded to Pink Sheet Limited Information from OTC QB Venture Market from July 1, 20294 until July 29, 2024. On July 29, 2029, the Common Stock was returned to quotation on the OTC QB Venture Market after the aforementioned reports were filed with the Commission and the Company updated its OTC Certification. Fiscal year 2023 was the first year that the Company had a U.S. based public auditor and adjusting to the requirements and testing/review of the U.S. public auditor took longer than anticipated by the Company. The Company anticipates that the fiscal year 2023 audit experience will aid the Company in efforts to avoid any late filings with the Commission for the fiscal year 2024 and remainder of fiscal year 2023.

The Companys need to increase operating profits and secure adequate, affordable working capital funding remains significant risk factors to sustaining or growing operations. The Company is endeavoring to improve internal controls and systems and communications with its public auditors to ensure timely filing of all required filings with the Commission and maintenance of the Companys Common Stock on the OTC QB Venture Markets. Having the Common Stock downgraded to Pink Sheet Limited Information and late filings with the Commission su, along with the shares of Common Stock being a penny stockand the lack of primary market maker support for the shares of Common Stock, substantially decrease the appeal of the Common Stock to investors and funding sources and investors and funding sources confidence in the Company and its future prospects. The increase in operating revenues and profits, securing affordable, adequate working capital and avoidance of late filings with the Commission and avoidance of the Common Stock being downgraded to Pink Sheet tiers are all critical challenges to sustaining and growing operations. The failure to succeed in meeting these challenges raises the prospect of reduced or failed operations.

There have been no other material changes to the risk factors set forth in Item 1A of the 2023 Form 10-K.