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~~January 413, ~~2024~~2025 (~~August~~November 1422, 2024)

FORTUNE VALLEY TREASURES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55555

32-0439333

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

B1601 Oriental Impression Building 2

Liansheng Road, Humen Town

Dongguan, Guangdong Province, China

518000

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (86) (769) 8572 9133

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

Item 4.0102. ~~Changes~~Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statements or a Related Audit Report or Completed Interim Review.

~~(a)~~On ~~Former~~or ~~Independent~~about ~~Registered~~November ~~Public Accounting Firm. On August 16~~22, 2024, the ~~Audit~~management ~~Committee~~ (and ~~Board~~accounting ofpersonnel) ~~Directors~~ of Fortune Valley Treasures, Inc., a Nevada corporation (the “Company”), identified ~~approved~~material ~~and~~errors ~~ratified~~in the ~~dismissal~~previously ofreleased ~~YCM~~financial ~~CPA~~statements ~~Inc.~~for ~~(“YCM CPA”) as~~ the ~~Company’s~~three ~~independent~~months ~~registered~~ended ~~public~~March ~~accounting~~31, ~~firm~~2024, ~~effective~~and ~~immediately.~~June ~~The~~30, ~~Company has authorized~~2024 ~~YCM~~(collectively, ~~CPA~~the to“Non-Reliance ~~respond~~Periods”) ~~fully~~and toconcluded ~~the~~that ~~inquiries~~such offinancial ~~Astra~~statements ~~Audit~~should &no ~~Advisory~~longer ~~LLC,~~be relied ~~the successor auditors~~upon.

~~YCM~~The ~~CPA’s~~errors ~~reports~~discovered onfor the ~~Company’s~~Non-Reliance ~~financial~~Periods ~~statements~~relate ~~for~~to the ~~year~~Non-Reliance ~~ended~~Periods’ ~~December~~trial 31balances containing discrepancies, ~~2023~~including, without ~~did~~limitation, ~~not~~with ~~contain~~respect anto ~~adverse~~one ~~opinion or~~of ~~disclaimer~~the ofCompany’s ~~opinion~~subsidiaries, ~~and~~Dongguan ~~was~~Fusheng ~~not~~Drinking ~~qualified~~Water orCo., ~~modified~~Ltd., asa todiscrepancy in ~~uncertainty~~the undistributed profits balances, ~~audit~~from ~~scope~~the orending ~~accounting~~balances ~~principles~~at December 31, ~~except~~2023, ~~that~~the ~~YCM CPA’s~~end ~~reports~~date ~~for~~of the ~~fiscal~~Company’s ~~year~~last ~~ended~~audited financial ~~December~~statements. ~~31,~~The ~~2023,~~Company’s ~~included~~management anis ~~explanatory~~currently ~~paragraph~~endeavoring ~~indicating~~to ~~that~~make ~~there~~the ~~was~~necessary ~~substantial~~corrections. The required corrections ~~doubt~~are ~~about~~expected to impact adversely the Company’s ~~ability~~previously toreported ~~continue~~balance assheets aand ~~going~~statements ~~concern~~of operations for the Non-Reliance Periods.

~~During~~The ~~the~~ Company’s ~~most~~management ~~recent~~has ~~fiscal~~concluded ~~year~~that ~~ended~~it ~~December~~is ~~31,~~appropriate ~~2023,~~to ~~and~~correct the ~~subsequent~~errors ~~interim~~in ~~period~~accounting ~~through~~in ~~August~~the ~~16,~~Company’s financial ~~2024:~~statements ~~(i)~~for ~~there~~the ~~were~~Non-Reliance noPeriods ~~disagreements~~included ~~between~~in the ~~Company~~applicable ~~and~~Quarterly ~~YCM~~Reports ~~CPA~~ on ~~any~~Form ~~matters~~10-Q offiled ~~accounting~~with ~~principles~~the orSecurities ~~practices~~and Exchange Commission (the “SEC”), by restating such financial ~~statement~~ ~~disclosure~~information oras ~~auditing~~the ~~scope~~impact orof ~~procedure,~~the ~~which~~errors ~~disagreements,~~in ifthe ~~not~~financial statements ~~resolved~~is expected to be material to the ~~satisfaction~~financial ofstatements ~~YCM~~for ~~CPA,~~the ~~would~~Non-Reliance ~~have~~Periods (the “Restatement”). ~~caused~~In itaddition, tothe ~~make~~Company ~~reference~~expects to further revise the ~~subject~~financial ~~matter~~statements offor the ~~disagreements~~Non-Reliance Periods to make other unrelated and immaterial revisions. The Company will disclose in ~~connection~~the ~~with~~to-be-filed ~~its~~Amended ~~report~~Quarterly Reports on Form 10-Q for the ~~Company’s~~three ~~financial~~months ended ~~statements;~~March 31, 2024, and ~~(ii)~~June ~~there~~30, ~~were~~2024, norespectively, ~~“reportable~~the ~~events”~~restated ~~(as~~financial ~~described~~statements infor ~~Item~~the ~~304(~~Non-Reliance Periods. As a~~)(1)(v)~~ ofresult, ~~Regulation~~the Sfinancial statements for the Non-K)Reliance Periods should no longer be relied on. Similarly, ~~except~~any ~~for~~previously issued or filed reports, press releases, ~~the~~earnings ~~material~~releases, ~~weakness~~and ~~described~~investor inpresentations ~~Item~~or 9Aother ofcommunications describing the Company’s ~~Annual~~financial ~~Report~~statements onand ~~Form~~other ~~10-K~~related financial ~~for~~information covering the ~~year~~Non-Reliance ~~ended~~Periods ~~December~~should ~~31,~~no ~~2023~~longer be relied upon.

~~The~~Management ~~Company~~ has ~~provided~~assessed ~~YCM~~the ~~CPA~~effect ~~with~~of the ~~disclosures~~Restatement ~~under~~on ~~this~~the ~~Item~~Company’s ~~4.01(a)~~internal ~~and~~control ~~has~~over ~~requested~~financial reporting and ~~received~~its ~~from~~disclosure ~~YCM~~controls and ~~CPA~~procedures. As a ~~copy~~result of the ~~letter addressed~~analysis toof the ~~Securities~~cause ~~and~~of ~~Exchange~~the ~~Commission~~Restatement, ~~stating~~the Company will continue to report a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that ~~YCM~~there is ~~CPA~~a ~~agrees~~reasonable ~~with~~possibility ~~the~~that ~~above~~a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. AThe ~~copy~~existence of ~~the~~one ~~letter~~or ~~from~~more material weaknesses precludes a conclusion by management that the Company’s ~~YCM~~disclosure ~~CPA~~controls isand ~~attached~~procedures asand ~~Exhibit~~internal 16control over financial reporting are effective.1 As a result of the material weaknesses, the Company continues to ~~this~~believe ~~Current~~that ~~Report~~its oninternal ~~Form~~control 8over financial reporting was not effective, and its disclosure controls and procedures were not effective for the Non-KReliance Periods.

~~(b)~~The ~~New~~Company’s ~~Independent~~management ~~Registered~~has ~~Public~~discussed ~~Accounting Firm. On September 25, 2024,~~ the ~~Audit~~matters ~~Committee~~disclosed ~~and~~in ~~Board~~this ofItem ~~Directors~~4.02 ofwith ~~the Company approved and ratified the appointment of~~ Astra Audit & Advisory LLC, ~~(“Astra”) as~~ the Company’s ~~new~~ independent registered public accounting firm~~, effective immediately~~. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through September 25, 2024, neither the Company nor anyone acting on behalf of the Company had consulted Astra regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Astra provide a written report or oral advice to the Company that Astra concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter from YCM CPA Inc. dated October 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

Dated: ~~October~~January 413, ~~2024~~2025.

	FORTUNE VALLEY TREASURES, INC.

	By:	/s/ Yuwen Li
	Name:	Yuwen Li
	Title:	Chief Executive Officer

Filing Compare · Fortune Valley Treasures, Inc.