What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2019-04-02 compared with 2017-11-24 · 87 added, 143 removed, 8 unchanged (97% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

is a small market for our common stock.

of November 22, 2017 there were 27 holders of record of our Common Stock.

have not paid cash dividends on our common stock and do not plan to pay such dividends in the foreseeable future.

directors (the “Board”) will determine our future dividend policy on the basis of many factors, including results

of operations, capital requirements, and general business conditions.

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

There is a limited public market for our common

Our common stock trades on the OTCQB marketplace under the symbol “FVTI”.

The OTCQB marketplace is a quotation

service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity

securities are not listed or traded on the floor of an organized national or regional stock exchange.

Instead, OTCQB securities

transactions are conducted through a telephone and computer network connecting dealers in stocks.

OTCQB issuers are traditionally

smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

307,750,000 shares of common stock

were issued and outstanding as of March 28, 2019.

They were held by approximately 381 shareholders of record.

Company has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable

There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends

on its common stock.

Authorized for Issuance under Equity Compensation Plans

Sales of Unregistered Securities

addition to those sales of unregistered securities previously disclosed in reports filed with the SEC during the fiscal year ended

August 31, 2017, we issued the following securities without registration under the Securities Act of 1933.

August 29, 2014, the Company issued 5,000,000 common shares at $0.01 per share for proceeds of $50,000

July 29, 2015, the Company issued 1,450,000 common shares at $0.01 per share for proceeds of $14,500.

August 18, 2015, the Company issued 1,300,000 common shares at $0.01 per share for proceeds of $13,000.

Equity Awards

are no outstanding equity awards.

Compensation Plan Information

currently do not have an equity compensation plan.

directors are not compensated for their services.

The board has not implemented a plan to award options to our director.

are no contractual arrangements with any member of the board of directors.

We have no director’s service contracts.

of Equity Securities By the Issuer and Affiliated Purchasers.

Selected Financial Data

applicable to smaller reporting companies.

applicable to a smaller reporting company.

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere

in this annual report.

The following discussion contains forward-looking statements based upon current expectations that involve

risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could

differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those

set forth under the Item 1A.

Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this

We use words such as “anticipate,”

“estimate,”

“plan,”

“project,”

“continuing,”

“ongoing,”

“expect,”

“believe,”

“intend,”

“may,”

“will,”

“should,”

“could,”

and similar expressions to identify forward-looking statements.

audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted

Accounting Principles.

Valley Treasures, Inc.

(formerly Crypto-Services, Inc.) was incorporated in the State of Nevada as a for-profit company on March

21, 2014 and established a fiscal year end of August 31.

The Company is a development-stage company which intended to offer an

information based website at www.digitalcoindaily.com that would provide users with up to date information on the world of digital

the consummation of the sale, a change of control occurred with Gordon Hum and Edwin Jong appointing Xinlong Shen as the designee

of the Purchasers to serve as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer

and Sole Director of the Company.

Jong resigned from all of their positions with the Company.

A Form 8-K was filed

with the Securities Commission reflecting this change of officers and directors.

August 28, 2016, shareholders of Crypto-Services, Inc.

representing 54.19% of the Company’s issued stock approved changing

the Company’s name from Crypto-Services, Inc., to Fortune Valley Treasures, Inc.

The Company filed a Certificate of Amendment

with the State of Nevada on September 21, 2016.

December 14, 2016, the Company has accepted the resignation of Xinlong Shen from the position of President, Secretary and Treasurer.

He will remain on the Board as a Director.

effective December 14, 2016, the Company announced the appointment of Yumin Lin to the Board of Directors in the position of President,

Secretary and Treasurer.

He will also serve as a Director.

have had limited operations and have been issued a “going concern”

opinion by our auditor, based upon our reliance

on the sale of our common stock as the sole source of funds for our future operations.

are a development stage entity devoting substantially all of our efforts to establishing a new business for which our planned

principal operations have not yet commenced.

We believe our current equity at risk is sufficient to finance our current activities.

auditors have issued a going concern opinion on our audited financial statements for the year ended August 31, 2017.

that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional

capital to pay our bills.

This is because we have not generated any revenues and no revenues are anticipated until we launch our

business platform.

There is no assurance we will ever reach this point.

Accordingly, we must raise cash from other sources.

only other source for cash at this time is investments by others or loans from our shareholders or officers.

We have no assurances

that such loans will become available upon acceptable terms when the funds are required for our operations.

following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.

of Operations

following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this

the Fiscal Years Ended August 31, 2017 and August 31, 2016

the years ended August 31, 2017 and 2016 we generated no revenue.

expense increased to $105,943 for the year ended August 31, 2017 as compared with $47,465 for the year ended August 31, 2016.

This increase is primarily attributable to the increase in general and administrative expenses due to accounting, legal and consulting

loss increased to $105,943 for the year ended August 31, 2017 as compared with $47,465 for the year ended August 31, 2016.

increase is attributable to an increase in operating expenses of approximately $58,478.

Years Ended December 31,

Cost of revenue

Operating expense

Other income(expense)

Net revenues totaled $95,849 for the year

ended December 31, 2018, a decrease of $165,124 compared to that of 2017.

This is a 63.3% decrease in net revenues

compared to that of 2017.

Such decrease was primarily due to a decrease in sales from $139,990 to

$46,585 with related parties, and a decrease in sales from $165,124 to $93,405 with non-related parties.

Cost of revenue totaled $46,497 for the year

ended December 31, 2018, which is a decrease of $88,231 compared to that of 2017.

Such decrease is due to a decrease

in our revenue and hence a decrease in our supplies procurement.

Our cost of revenues consisted mainly

of supplies procurement.

Gross profit was $49,352 and $126,245 for

the year ended December 31, 2018 and 2017, respectively.

The decrease in gross profit was due to a decrease in our revenue

in the fiscal year 2018.

General and administrative expenses totaled

$315,437 for the year ended December 31, 2018, which is an increase of $4,352 compared to that of 2017.

was primarily due to an increase in expense for professional services.

Net loss totaled $262,424 for the year ended

December 31, 2018, which is an increase of $74,928 compared to that of 2017.

Such increase was due to a decrease

in our revenue.

and Capital Resources

the Years Ended

cash used in operating activities

cash used in investing activities

cash provided by financing activities

cash used in operations was $0 for the fiscal year ended August 31, 2017 compared to $42,492 for the year ended August 31, 2016.

The decrease is mainly due to the cash inflow from advances from related parties for operating expenses.

cash used in investing activities was $0 for the fiscal year ended August 31, 2017 and for the year ended August 31, 2016.

flows provided by financing activities for the fiscal year ended August 31, 2017 were $0 compared to $0 for the year ended August

have substantial capital resource requirements and have incurred significant losses since inception.

As of August 31, 2017, we

had $0 in cash.

Based upon our current business plans, we will need considerable cash investments to be successful.

requirements are in excess of what we have in available cash and what we currently have commitment for.

Therefore, we do not have

enough available cash to meet our obligations over the next twelve (12) months.

Party Transactions

inception, we have conducted transactions with directors and director related entities.

These transactions included the following:

of August 31, 2017, the Company was indebted to the then-CEO, Xinlong Shen, in the amount of $ 21,500, which is non-interest bearing,

unsecured, and due on demand.

of August 31, 2017, the Company was indebted to the CEO, Yumin Lin, in the amount of $74,057, which is non-interest bearing, unsecured,

and due on demand.

friend of Xinlong Shen, provided non-compensated book keeping and financial reporting services from August, 2017 to December,

principal executive office of the Company is provided by a friend of Xinlong Shen at no charge.

consideration for the assignment of the Company’s assets and liabilities, Mr.

Hum agreed to retire any and all shares of

preferred stock of the Company for return to treasury.

Pursuant to the assignment of the assets and liabilities to Gordon Hum,

the Company agreed to deliver to Mr.

Hum any documentary evidence of the full and unrestricted title to the assets and liabilities,

and such other documents as may be required under applicable law or reasonably requested by Mr.

Effective October 18, 2016,

the Company delivered to Mr.

Hum the required documentary evidence of the full and unrestricted title to the assets and liabilities

Hum delivered to the Company the full documentary evidence of the retirement of the Preferred Stock to treasury.

Concern Qualification

did not generate any revenue for the fiscal year ended August 31, 2017 or the year ended August 31, 2016 and have incurred significant

losses and cash used in operations, and such losses and use of cash are expected to continue.

During the year ended August 31,

2017, the Company has an accumulated deficit of $199,239.

Our Independent Registered Public Accounting Firm has included a “Going

Concern Qualification”

in their report for the years ended August 31, 2017 and August 31, 2016.

In addition, we have negative

working capital.

The foregoing raises substantial doubt about the Company’s ability to continue as a going concern.

Management’s

plans include seeking additional capital or debt financing.

There is no guarantee that additional capital or debt financing will

be available when and to the extent required, or that if available, it will be on terms acceptable to us.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

The “Going Concern Qualification”

might make it substantially more difficult to raise capital.

current assets

current liabilities

As of December 31, 2018, we had cash and cash

equivalents in an amount of $29,999.

To date, we have financed our operations primarily though borrowings

from related parties.

The change in working capital was primarily from an increase in due from our related parties.

Ended December 31,

Flows (used in) generated in Operating Activities

Flows used in Investing Activities

Flows provided by(used in) Financing Activities

(decrease) increase in Cash During Period

Flow from Operating Activities

Net cash flow used in operating activities

for the year ended December 31, 2018 was $230,379 as compared to that of $279,270 in 2017.

The Company experienced an overall

net loss of $262,424, this was partially offset by a decrease in inventory of $33,816, other working capital account balances

remained stable during the period.

Flow from Financing Activities

Net cash flow provided by financing

activities was $182,417 for the year ended December 31, 2018, compared to that of $254,712 in

The Company’s net cash flow provided by financing activities consisted mainly of borrowings from

our CEO and Director Mr.

Yumin Lin, who is a related party to our Company.

Our decrease in net cash flow provided by financing

activities was due to our decreased borrowings from Mr.

Accounting Policy and Estimates

the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations

and financial condition in the preparation of our financial statements in conformity with U.S.

generally accepted accounting principles.

We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable

under the circumstances.

Actual results could differ significantly from those estimates under different assumptions and conditions.

Sheet Arrangements

do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital

resources that is material to investors.

Quantitative And Qualitative Disclosures About Market Risk

applicable to smaller reporting companies.

applicable to a smaller reporting company.

Financial Statements And Supplementary Data

consolidated financial statements of the Company are included in this Annual Report on Form 10-K beginning on page F-1, which

are incorporated herein by reference.

Changes in And Disagreements With Accountants on Accounting And Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity