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): ~~October~~November 111, 2020

VICTORY COMMERCIAL MANAGEMENT INC.

(Exact name of registrant as specified in its charter)

Nevada

333-228242

37-1865646

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

424 Madison Ave. Suite 1002,

New York, NY, 10017

(Address of Principal Executive Offices)

(212)-922-2199

Registrant’s telephone number, including area code

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 [X]

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(s)		Name of each exchange on which registered
N/A

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~Item~~As 5disclosed in the current report on Form 8-K filed on October 7, 2020, On October 1, 2020, Victory Commercial Management, Inc.07, ~~Submission~~a Nevada corporation (“we” or the “Company”) entered into a sale and purchase agreement with Victory Commercial Investment Ltd., a BVI limited liability company and the wholly-owned subsidiary of ~~Matters~~the Company (“VCI”) and Sino Pride Development (HK) Limited, a private company limited by shares incorporated in Hong Kong (the “Purchaser”), to sell all the equity interest in Sino Pride Development Limited (“Sino Pride”), a ~~Vote~~Hong Kong company and wholly-owned subsidiary of ~~Security~~VCI, ~~Holders~~to the Purchaser, in exchange a total consideration of HK$1.00 (the “Disposition of Sino Pride”). The Disposition of Sino Pride includes the sale all of the equity interest of Sino Pride’s then subsidiaries, including Dalian Victory Plaza Development Co., Ltd., a PRC company, and Dalian Victory Business Management Co., Ltd., a PRC company.

On ~~October~~November 111, 2020, ~~Victory Commercial Management, Inc., a Nevada corporation (“~~we” orcompleted the ~~“Company”)~~disposition ~~entered into a sale and purchase agreement with Victory Commercial Investment Ltd., a BVI limited liability company and the wholly-owned subsidiary~~ of ~~the Company (“VCI”) and~~ Sino Pride ~~Development~~to ~~(HK) Limited, a private company limited by shares incorporated in Hong Kong (~~the “Purchaser~~”),~~ topursuant ~~sell all the equity interest in Sino Pride Development Limited (“Sino Pride”), a Hong Kong company and wholly-owned subsidiary of VCI,~~ to the ~~Purchaser,~~terms ~~in exchange a total consideration~~ of ~~HK$1.00 (~~the ~~“Disposition of Sino Pride”). The Disposition of Sino Pride includes the~~ sale ~~all~~and ~~of the equity interest of Sino Pride’s then subsidiaries~~purchase ~~(immediately after the restructuring transaction as disclosed below), including Dalian Victory Plaza Development Co~~agreement.~~, Ltd., a PRC company, and Dalian Victory Business Management Co., Ltd., a PRC company.~~

OnItem October 1, 2020 and immediately prior to the Disposition of Sino Pride, Sino Pride entered into a sale and purchase agreement with Hong Kong Sino Pride Development Limited (“HK SP”) to sell all the equity interests in Dalian Victory Property Management Co9.,01 ~~Ltd.~~Financial ~~(“DVPM”),~~Statements ~~a PRC company~~ and ~~a subsidiary of Sino Pride, to HK SP, for a total consideration of HK$1~~Exhibits.00. Concurrently, VCI entered into a sale and purchase agreement with the shareholder of HK SP to purchase all the equity interests in HK SP for HK$1.00. Prior to the transaction, HK SP was controlled by our CEO and formed for the purpose of completing the restructuring transaction. After the transactions, VCI owns all the equity interests in HK SP which in turn owns all the equity interests of DVPM (“Restructuring of DVPM”).

~~The~~(b) ~~board~~Pro offorma ~~directors~~financial and all the stockholders of the Company holding an aggregate of 21,711,000 shares of common stock, representing 100% of the total issued and outstanding shares as of October 1, 2020 took action by written consent to approve the Disposition of Sino Prideinformation.

The ~~closing~~Company’s ofunaudited ~~the~~pro ~~disposition~~forma ~~transaction~~condensed isconsolidated ~~pending~~statements ~~upon~~below ~~filing~~illustrates ~~with~~the ~~and~~estimated ~~approval~~effects byof ~~U.S.~~the ~~and local (Hong Kong) regulatory agencies,~~Disposition ifof ~~applicable;~~Sino ~~however,~~Pride ~~which~~and ~~shall~~its besubsidiaries noreferred ~~later~~to ~~than~~in 45Item ~~days~~2.01 ofabove ~~the~~as ~~execution~~if ofit ~~the~~had ~~sale~~occurred ~~and~~on ~~purchase~~such ~~agreement~~date.

~~The~~These unaudited ~~foregoing~~pro ~~description~~forma condensed consolidated financial statements should not be viewed as indicative of the ~~sale~~ Company’s financial ~~and~~results ~~purchase~~in ~~agreement~~the future; they are derived from, isand ~~qualified~~should be read in ~~its~~conjunction ~~entirety~~with, bythe ~~reference~~Company’s toAnnual Report on Form 10-K for the ~~provisions~~year ofended December 31, 2019, as initially filed with the ~~agreement~~ SEC on May 29, 2020 and amended on July 10, 2020, and the ~~filed~~Quarterly asReports ~~Exhibit~~on Form 10.1-Q tofor ~~this~~the ~~report~~interim periods ended June 30, ~~which~~2020 ~~are~~filed ~~incorporated~~with bythe ~~reference~~SEC ~~herein~~on August 14, 2020.

~~Item~~VICTORY COMMERCIAL 9MANAGEMENT INC.01 ~~Financial~~AND ~~Statements and Exhibits.~~SUBSIDIARIES

Exhibit No.		Description
Exhibit 10.1		Sale and Purchase Agreement, dated October 1, 2020

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

~~SIGNATURES~~AS OF JUNE 30, 2020

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.

																		Proforma
				Adjustments to			Adjustments to			Adjustments								subsequent to
				Remove			Remove			to						Adjustments		Proposed
	2020 10Q			DVPD			DVBM			Remove SP			Adjustments			Note		Spinoffs
	(Reviewed)
ASSETS
CURRENT ASSETS :
Cash and cash equivalents	$	176,667		$	56,332		$	56,827		$	19,068		$	160			(A)	$	44,280
Restricted cash		26,788			26,788														-
Tenant and sundry receivables, net of allowance for doubtful accounts		316,005			6,692			293,760						15,553			(B)		-
Prepaid expenses and other assets		466,422			78,272			266,554			197			(85	)		(C)		121,484
TOTAL CURRENT ASSETS		985,882			168,084			617,141			19,265			15,628					165,764

Rental properties, net		20,543,684			20,543,684														-
Property and equipment, net		339,013			30,442			302,984			3,811								1,776
Intangible assets, net		14,919			14,570			349											-
ROU assets, net		348,448																	348,448
SP-Investment											43,437,595			(43,437,595	)		(C)		-
Capital Receivable								(264,940	)		2,055			(16,115	)		(C)		279,000
Intercompany Balance-SP											10,738,930			(10,738,930	)		(C)		-
Loan and interest receivable, net		4,260,697						4,304,754						(44,057	)		(D)		-
TOTAL ASSETS	$	26,492,643		$	20,756,780		$	4,960,288		$	54,201,656		$	(54,221,069	)			$	794,988

LIABILITIES AND DEFICIT
CURRENT LIABILITIES:
Bank loans payable, net (in default)	$	7,511,591		$	7,511,591													$	-
Bank loans payable, net		58,483,681			58,368,711														114,970
Accounts payable and accrued liabilities		12,232,367			6,587,727			5,284,529			186,144								173,967
Deferred revenue		3,783,314			2,082,918			1,700,396											-
Lease liabilities payable-current		17,768			17,768														-
TOTAL CURRENT LIABILITIES		82,028,721			74,568,715			6,984,925			186,144			-					288,937

Property financing agreements payable		72,961,523			72,961,523													$	-
Lease liabilities payable-non current		361,916																	361,916
Other payables		19,594,756			18,454,205			1,140,550											1
Loans payable to related parties		12,382,578			10,425,760									-					1,956,818
Due to shareholder		66,396,293									66,396,293								-
Intercompany account														-					-
Interest payable to related parties		11,603,503			26,974,828			8,109,003						(23,480,328	)				-
TOTAL LIABILITIES		265,329,290			203,385,031			16,234,478			66,582,437			(23,480,329	)				2,607,673

		-			-			-			-			-
DEFICIT:
Common stock, $0.0001 par value, 600,000,000 shares authorized; 21,711,000
shares issued and outstanding at June 30, 2020		2,171																	2,171
Paid-in capital		11,827,188			34,000,000			3,200,000			3,856,289			(30,240,000	)		(C)		1,010,899
Accumulated deficit		(207,104,990	)		(172,856,421	)		(14,641,233	)		(16,217,817	)		(85	)		(C)		(3,389,434	)
Accumulated other comprehensive loss		(55,938	)		(266,752	)		167,043			(19,253	)		(500,655	)		(C)		563,679
Total stockholder’s deficit attributable to the Company’s common shareholders		(195,331,569	)		(139,123,173	)		(11,274,190	)		(12,380,781	)		(30,740,740	)				(1,812,685	)
Noncontrolling interest		(43,505,078	)		(43,505,078	)													-
TOTAL DEFICIT		(238,836,647	)		(182,628,251	)		(11,274,190	)		(12,380,781	)		(30,740,740	)				(1,812,685	)

TOTAL LIABILITIES AND DEFICIT	$	26,492,643		$	20,756,780		$	4,960,288		$	54,201,656		$	(54,221,069	)			$	794,988
		-			-			-			-			-					-

	Victory Commercial Management Inc.
Date: October 7, 2020	By:	/s/ Alex Brown
		Alex Brown
		President, Chief Executive Officer, Interim Chief Financial Officer and Principal Accounting Officer. Treasurer and Chairman

Notes for Adjustments to unaudited Pro Forma Condensed Combined Balance Sheet.

(A)	Cash amount of $160 in DVPM represents cash collection on behave of DVPD and DVBM.
(B)	Amount of $15,553 in DVPM represents management fees collected through WeChat on behave of DVBM.
(C)	Adjustments represent eliminations for intercompany transactions or reclassification in 10Q.
(D)	Amount of 44,057 in DVPM represents loan payment received from ZKCZ on behave of DVBM.

VICTORY COMMERCIAL MANAGEMENT INC. AND SUBSIDIARIES

AUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF DECEMBER 31, 2019

																		Proforma
				Adjustments to			Adjustments to			Adjustments								subsequent to
				Remove			Remove			to						Adjustments		proposed
	2019 10K			DVPD			DVBM			Remove SP			Adjustments			Note		spinoffs
	(Audited)
ASSETS
CURRENT ASSETS :
Cash and cash equivalents		122,884		$	61,598		$	41,655		$	3,024		$	819			(A)	$	15,788
Restricted cash		27,223			27,223			-			-								-
Tenant and sundry receivables, net of allowance for doubtful accounts		469,317			19,467			449,850											-
Prepaid expenses and other assets		526,834			88,550			301,750			16,380			(85	)		(B)		120,239
TOTAL CURRENT ASSETS		1,146,258			196,838			793,255			19,404			734					136,027
NON CURRENT ASSETS
Rental properties, net	$	21,334,015			21,334,015			-											-
Property and equipment, net		430,063			57,885			356,672			13,336								2,170
Intangible assets, net		17,640			17,344			296											-
ROU assets, net		484,178			1,095			-			60,200								422,883
Loan and interest receivable		6,087,914			-			6,105,050			-			(17,136	)		(C)		-
SP-Investment		-			-						43,235,652			(43,235,652	)		(B)		-
Capital Receivable		-			-			(269,236	)		2,045			(11,809	)		(B)		279,000
Intercompany Balance-SP		-			-						10,141,056			(10,141,056	)		(B)		-
TOTAL ASSETS	$	29,500,068		$	21,607,177		$	6,986,037		$	53,471,693		$	(53,404,919	)			$	840,080

LIABILITIES AND DEFICIT
CURRENT LIABILITIES:
Bank loans payable, net - in default	$	7,633,412			7,633,412														-
Accounts payable and accrued liabilities		8,938,941			4,431,135			4,121,396			163,429								222,981
Deferred rental income		3,882,434			2,208,236			1,674,198											-
Lease liabilities payable-current		22,755			22,755														-
TOTAL CURRENT LIABILITIES		20,477,542			14,295,538			5,795,594			163,429			-					222,981
NON CURRENT LIABILITIES:
Bank loans payable, net		59,288,001			59,288,001														-
Property financing agreements payable		77,464,781			77,464,781														-
Lease liabilities payable-non current		498,509			-			-			62,024								436,485
Other payables		19,906,698			18,878,081			1,028,616						1			(B)		-
Loans payable to related parties		11,934,791			10,594,843			-						-			(D)		1,339,948
Due to shareholder		65,931,644									65,931,644								-
Intercompany account		-			-			-			-								-
Interest payable to related parties		11,520,609			22,712,554			11,739,025			-			(22,930,970	)		(B)		-
Total Liabilities		267,022,575			203,233,798			18,563,235			66,157,097			(22,930,969	)				1,999,414

Deficit:
Victory Commercial Management Inc. Shareholder’s Deficit
Common stock, $0.0001 par value, 600,000,000 shares authorized; 21,711,000
shares issued and outstanding at December 31, 2019		2,171																	2,171
Paid-in capital		11,827,188			34,000,000			3,200,000			3,856,289			(30,240,000	)		(B)		1,010,899
Accumulated deficit		(203,808,349	)		(169,168,605	)		(14,759,238	)		(16,581,676	)		(85	)		(B)		(3,298,745	)
Accumulated other comprehensive loss		(2,242,729	)		(3,157,228	)		(17,960	)		39,983			(233,865	)		(B)		1,126,341
Total stockholder’s deficit attributable to the Company’s common shareholders		(194,221,719	)		(138,325,833	)		(11,577,198	)		(12,685,404	)		(30,473,950	)				(1,159,334	)
Noncontrolling interest		(43,300,788	)		(43,300,788	)													-
Total Deficit		(237,522,507	)		(181,626,621	)		(11,577,198	)		(12,685,404	)		(30,473,950	)				(1,159,334	)

TOTAL LIABILITIES AND DEFICIT	$	29,500,068		$	21,607,177		$	6,986,037		$	53,471,693		$	(53,404,919	)			$	840,080
		-			-			-			-			-					-

Notes for Adjustments to audited Pro Forma Condensed Combined Balance Sheet.

(A)	Cash amount of $819 in DVPM represents cash collection on behave of DVPD and DVBM.
(B)	Adjustments represent eliminations for intercompany transactions or reclassification in 10K.
(C)	Amount of $17,136 in DVPM represents loan payment received from ZKCZ on behave of DVBM.
(D)	The ending amount of $1,339,948 in VCM represents the amount of due to related-individual as disclosed in 2019 10K footnote 15(on page F-30).

VICTORY COMMERCIAL MANAGEMENT INC. AND SUBSIDIARIES

VICTORY COMMERCIAL INVESTMENT INC AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2020

																		Proforma
																		subsequent
				Adjustments			Adjustments			Adjustments								to
	2020 10Q			to Remove DVPD			to Remove DVBM			to Remove SP			Adjustments			Note		proposed spinoffs
	(Reviewed)
Revenues
Rental income	$	974,462		$	974,462													$	-
Management fee income		1,911,601						1,911,601											-
Other income		228,343						228,343											-
Total revenues		3,114,406			974,462			2,139,944			-								-

Operating expenses
Selling expenses		1,894,867			13,252			1,881,615											-
Depreciation and amortization		553,882			496,064			47,842			9,585								391
Payroll and payroll related expenses		627,284			29,923			134,227			138,875								324,259
Business taxes		232,915			191,745			41,170											-
Lease expenses		120,122			(3,525	)					17,116								106,531
Other general and administrative expenses		342,886			(106,625	)		194,862			15,239								239,410
Total operating expenses		3,771,956			620,834			2,299,716			180,815								670,591

Loss from operations		(657,550	)		353,628			(159,772	)		(180,815	)							(670,591	)

Other income (expense)
Interest income		272,527			83			272,444			535,374			(535,374	)		(A)		-
Interest - loans		(2,010,258	)		(2,010,258	)													-
Interest - ROU and other capitalized liabilities		(1,089,015	)		(1,089,015	)													-
Interest - related parties		(266,393	)		(801,571	)					(196	)		535,374			(A)		-
Gain (loss) from foreign currency transactions		(367,986	)		(367,986	)													-
Other income		37,842			23,013			5,333			9,496								-
Total other (expense), net		(3,423,283	)		(4,245,734	)		277,777			544,674								-

Loss before provision for income taxes		(4,080,833	)		(3,892,106	)		118,005			363,859								(670,591	)
Provision for income taxes		-			-			-			-								-
Net Loss		(4,080,833	)		(3,892,106	)		118,005			363,859								(670,591	)
Net loss attributable to noncontrolling interest		(784,192	)		(785,367	)		1,175											-
Net loss attributable to the Company’s common shareholders	$	(3,296,641	)	$	(3,106,739	)	$	116,830		$	363,859							$	(670,591	)

Per Common Share - basic and diluted:
Net loss per Company’s common share	$	(0.15	)															$	(0.03	)
Weighted-average shares outstanding, basic and diluted		21,711,000																	21,472,792

Comprehensive income (loss)
Net loss	$	(4,080,833	)	$	(3,892,106	)	$	118,005		$	363,859							$	(670,591	)
Other comprehensive income (loss)
Foreign currency translation adjustments		2,766,693			2,645,230			180,697			(59,236	)							2
Comprehensive (loss)		(1,314,140	)		(1,246,876	)		298,702			304,623								(670,589	)
Comprehensive income(loss) attributable to non-controlling interest		579,902			578,052			1,850											-
Comprehensive (loss) attributable to the Company’s common shareholders	$	(1,894,042	)	$	(1,824,928	)	$	296,852		$	304,623							$	(670,589	)

Notes for Adjustments to unaudited Pro Forma Condensed Combined Balance Sheet.

(A)

Adjustments represent eliminations for intercompany transactions or reclassification in 10Q.

VICTORY COMMERCIAL MANAGEMENT INC. AND SUBSIDIARIES

VICTORY COMMERCIAL INVESTMENT INC AND SUBSIDIARIES

AUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2019

																		Proforma
																		subsequent
				Adjustments			Adjustments			Adjustments								to
	2019 10K			to Remove DVPD			to Remove DVBM			to Remove SP			Adjustments			Note		proposed spinoffs
	(Audited)
Revenues
Rental income	$	2,977,880		$	2,977,880														-
Management fee income		4,470,061					$	4,470,061											-
Other income		743,189						743,189											-
Total revenues		8,191,130			2,977,880			5,213,250			-								-

Operating expenses
Selling expenses		4,262,763			109,915			4,152,848											-
Depreciation and amortization		1,231,787			1,071,274			120,556			39,174							$	783
Lease expenses		2,712			2,712														-
Payroll and payroll related expenses		1,954,530			66,503			395,899			818,492								673,636
Business taxes		476,211			381,386			94,775											50
Operating lease expenses		599,054									420,549								178,505
Other general and administrative expenses		4,051,445			91,442			3,148,141			153,242								658,620
Total operating expenses		12,578,502			1,723,232			7,912,219			1,431,457								1,511,594

Income Loss from operations		(4,387,372	)		1,254,648			(2,698,969	)		(1,431,457	)							(1,511,594	)

Other income (expense)
Interest income		725,778			169			725,607			1,079,874			(1,079,874	)		(A)		2
Interest - loans		(4,147,614	)		(4,147,614	)													-
Interest - ROU and other capitalized liabilities		(2,773,739	)		(2,773,739	)													-
Interest - related parties		(537,210	)		(1,616,247	)					(837	)		1,079,874			(B)		-
Gain (loss) from foreign currency transactions		(271,447	)		(271,447	)													-
Gain (loss) on disposal of fixed assets		119						1,924			(1,805	)							-
Other income		276,564			261,493			15,071											-
Total other income (expense), net		(6,727,549	)		(8,547,385	)		742,602			1,077,232								2

Loss from operations before provision for income tax		(11,114,921	)		(7,292,737	)		(1,956,367	)		(354,225	)							(1,511,592	)
Provision for income tax
Net Loss		(11,114,921	)		(7,292,737	)		(1,956,367	)		(354,225	)							(1,511,592	)
Net loss attributable to noncontrolling interest		(1,495,208	)		(19,829	)		(1,475,379	)										-
Net loss attributable to the Company’s common shareholders		(9,619,713	)		(7,272,908	)		(480,988	)		(354,225	)							(1,511,592	)

Per Common Share - basic and diluted:	$	(0.45	)															$	(0.07	)
Net loss per Company’s common share		21,472,792																	21,472,792
Weighted-average shares outstanding, basic and diluted *
Comprehensive income (loss)
Net loss	$	(11,114,921	)	$	(7,292,737	)	$	(1,956,367	)	$	(354,225	)						$	(1,511,592	)
Other comprehensive loss
Change in foreign currency translation adjustments		1,933,769			1,865,343			141,708			(73,282	)							-
Total other comprehensive income (loss)	$	(9,181,152	)	$	(5,427,394	)	$	(1,814,659	)	$	(427,507	)						$	(1,511,592	)
Comprehensive income (loss) attributable to non-controlling interest		(1,058,691	)		415,153			(1,473,844	)										-
Comprehensive income (loss) attributable to the Company’s common shareholders	$	(8,122,461	)	$	(5,842,547	)	$	(340,815	)	$	(427,507	)						$	(1,511,592	)

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.

	Victory Commercial Management Inc.

Date: November 12, 2020	By:	/s/ Alex Brown
		Alex Brown
		Chief Executive Officer and Interim Chief Financial Officer

Filing Compare · Victory Commercial Management Inc.