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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 10-Q

 

(Mark one)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-56198

 

VIVIC CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   98-1353606

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

187 E Warm Springs Road

Las Vegas, Nevada 89119

(Address of principal executive offices)

 

702 899 0818

(Issuer’s telephone number)

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each Exchange on which Registered
Common Stock, $0.001 Par Value   VIVC   OTCQB

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
      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 7(a)(2)(B) ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of August 14, 2023, there were 26,657,921 shares of the registrant’s common stock outstanding.

 

 

 

 

 

 

VIVIC CORP.

FORM 10-Q

June 30, 2023

INDEX

 

  Page
   
Part I – Financial Information 4
     
Item 1. Condensed Consolidated Financial Statements
     
  Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 4
     
  Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022 5
     
  Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 6
     
  Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 7
     
  Notes to Unaudited Condensed Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
     
Item 4. Controls and Procedures 28
     
Part II – Other Information 29
     
Item 1. Legal Proceedings 29
     
Item 1A. Risk Factors 29
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
     
Item 6. Exhibits 29
     
  Signatures 30

 

2
 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:

 

  our goals and strategies;
     
  our future business development, financial condition and results of operations;
     
  our expectations regarding demand for, and market acceptance of, our products;
     
  our expectations regarding keeping and strengthening our relationships with merchants, manufacturers and end-users; and
     
  general economic and business conditions in the regions where we provide our services.

 

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

Use of Certain Defined Terms

 

Except where the context otherwise requires and for the purposes of this report only:

 

the “Company,” “we,” “us,” and “our” refer to Vivic Corp. (“Vivic”) and its subsidiaries.

 

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

 

“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

 

“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China (excluding Hong Kong and Taiwan);

 

“Renminbi” and “RMB” refer to the legal currency of China;

 

“Securities Act” refers to the Securities Act of 1933, as amended; and

 

“US dollars,” “dollars” and “$” refer to the legal currency of the United States.

 

3
 

 

PART I - FINANCIAL INFORMATION

 

VIVIC CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   June 30, 2023   December 31, 2022 
   (Unaudited)     
ASSETS        
Current assets          
Cash and cash equivalents  $899,230   $73,998 
Deposit and prepayments   966,789    451,583 
Inventory   823,288    - 
Other receivables   88,620    - 
Total current assets   2,777,927    525,581 
           
Non-current assets          
Property and equipment, net   1,207    1,458 
Intangible assets, net   4,512    5,822 
Total non-current assets   5,719    7,280 
           
Assets classified as held for sale   2,718,384    2,658,736 
           
TOTAL ASSETS  $5,502,030   $3,191,597 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable  $35,005   $- 
Accrued liabilities and other payables   204,964    254,579 
Deferred revenue   2,356,290    576,449 
Due to related parties   191,701    273,710 
Income tax payable   5,892    - 
Total current liabilities   2,793,852    1,104,738 
           
Non-Current liabilities          
SBA loan payable   87,500    87,500 
Long term loan   545,700     
Total non-current liabilities   633,200    87,500 
           
Liabilities directly associated with assets classified as held for sale   2,309,514    3,035,581 
           
TOTAL LIABILITIES   5,736,566    4,227,819 
           
Commitments and contingencies   -    - 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022   832    832 
Common stock, $0.001 par value; 70,000,000 shares authorized; 26,657,921 and 25,546,810 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.   26,658    25,547 
Additional paid-in capital   4,845,066    3,746,177 
Accumulated other comprehensive income   3,940    1,068 
Accumulated deficit   (5,111,032)   (4,809,846)
Total stockholders’ deficit   (234,536)   (1,036,222)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $5,502,030   $3,191,597 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4
 

 

VIVIC CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

                   2023   2022 
   For the three months ended
June 30,
    For the six months ended
June 30,
 
   2023       2022     2023   2022 
                         
Operating expenses                          
General and administrative expenses  $ 109,103     $ 27,814     $152,436   $56,597 
                           
Loss from operations    (109,103 )     (27,814 )    (152,436)   (56,597)
                           
Other income (expenses)                          
Interest expense    (4,715 )     (821 )    (6,926)   (6,563)
Other income (expenses)    31,081       (106 )    (28,921)   (235)
Loss on loan settlement    -       -      -    (2,000)
Total other income (expenses), net    26,366       (927 )    (35,847)   (8,798)
                           
Loss before income taxes    (82,737 )     (28,741 )    (188,283)   (65,395)
                           
Income tax provision    -       -      -    9 
                           
Net loss from continuing operations    (82,737 )     (28,741 )    (188,283)   (65,404)
                           
(Loss) income from discontinued operations    113,776       (292,991 )    (112,905)   (442,741)
                           
Net (loss) income for the period    31,039       (321,732 )   $(301,188)  $(508,145)
                           
Net loss attributable to noncontrolling interest arise from                          
Continuing operations    -       -      -    - 
Discontinued operations    -       (23,309 )    -    (34,558)
                           
Total net loss attributable to noncontrolling interest    -       (23,309 )   $-   $(34,558)
                           
Net income (loss) attributable to Vivic Corp. arise from                          
Continuing operations    (82,737 )     (28,741 )    (188,283)   (65,404)
Discontinued operations    113,776       (269,682 )    (112,905)   (408,183)
                           
Total net loss attributable to Vivic Corp.    31,039       (298,423 )   $(301,188)  $(473,587)
                           
Other comprehensive item                          
Foreign currency translation gain (loss)
    4,018       (8,118 )    2,872    (3,933)
                           
COMPREHENSIVE (LOSS) INCOME    35,057       (306,541 )   $(298,316)  $(477,520)
                           
Weighted average common stock outstanding                          
Basic and Diluted    25,974,160       25,546,810      25,761,666    25,552,004 
                           
Net loss from per share of common stock – Basic and Diluted    0.00       (0.01 )    (0.01)   (0.02)

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5
 

 

VIVIC CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(Unaudited)

 

                                     
   Equity attributable to VIVIC Corp. shareholders         
   Preferred stock   Common stock   Additional    Accumulated other         

Total

 
   No. of shares   Amount   No. of shares   Amount   paid-in capital    comprehensive loss   

Accumulated

loss 

  

Noncontrolling

 interests 

  

shareholders’

deficit

 
                                     
Balance as of December 31, 2022   832,000   $832    25,546,810   $25,547   $3,746,177   $1,068   $(4,809,846)  $-   $      (1,036,222)
                                              
Foreign currency translation adjustment   -    -    -    -    -    (1,146)   -    -    (1,146)
Net loss for the period   -    -    -    -    -    -    (332,225)   -    (332,225)
                                              
Balance as of March 31, 2023   832,000    832    25,546,810    25,547    3,746,177    (78)   (5,142,071)   -    (1,369,593)
                                              
Shares issued for loan settlement   -    -    1,111,111    1,111    1,098,889    -    -    -    1,100,000 
Foreign currency translation adjustment   -    -    -    -    -    4,018    -    -    4,018 
Net loss for the period   -    -    -    -    -    -    31,039    -    31,039 
                                              
Balance as of June 30, 2023   832,000   $832    26,657,921   $26,658   $4,845,066   $3,940   $(5,111,032)  $-   $(234,536)

 

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

 

   No. of shares   Amount   No. of shares   Amount   paid-in capital    comprehensive loss   

Accumulated

loss 

  

Noncontrolling

 interests 

  

shareholders’

deficit

 
   Equity attributable to VIVIC Corp. shareholders         
   Preferred stock   Common stock   Additional    Accumulated other         

Total

 
   No. of shares   Amount   No. of shares   Amount   paid-in capital    comprehensive loss   

Accumulated

loss 

  

Noncontrolling

 interests 

  

shareholders’

deficit

 
Balance as of December 31, 2021   832,000   $832    25,556,810   $25,557   $3,821,709   $10,347   $(3,865,450)  $(90,386)  $(97,391)
                                              
Cancellation of shares   -    -    (60,000)   (60)   60    -    -    -    - 
Shares issued for loan settlement   -    -    50,000    50    51,950    -    -    -    52,000 
Foreign currency translation adjustment   -    -    -    -    -    4,185    -    -    4,185 
Net loss for the period   -    -    -    -    -    -    (175,164)   (11,249)   (186,413)
                                              
Balance as of March 31, 2022   832,000    832    25,546,810    25,547    3,873,719    14,532    (4,040,614)   (101,635)   (227,619)
                                              
Foreign currency translation adjustment   -    -    -    -    -    (8,118)   -    -    (8,118)
Net loss for the period   -    -    -    -    -    -    (298,423)   (23,309)   (321,732)
                                              
Balance as of June 30, 2022   832,000   $832    25,546,810   $25,547   $3,873,719   $6,414   $(4,339,037)  $(124,944)  $(557,469)

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6
 

 

VIVIC CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2023   2022 
   For the Six Months Ended June 30, 
   2023   2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss from continuing operations  $(188,283)  $(65,404)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization expenses   1,489    612 
Shares issued for loan settlement   1,100,000    - 
Changes in operating assets and liabilities:          
Deposit and prepayments   (530,739)   4,109 
Other receivables   (90,277)   (10,682)
Inventory   (838,676)   - 
Deferred revenue   1,821,076    - 
Accounts payable   35,659    - 
Accrued liabilities and other payables   57,980    (37,017)
Taxes payable   6,002    - 
           
Net cash provided by (used in) continuing operations   1,374,231    (108,382)
Net cash (used in) provided by discontinued operations   (235,556)   258,410 
           
Net cash provided by operating activities   1,138,675    150,028 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property, plant and equipment   -    (7,529)
           
Net cash used in continuing operations   -    (7,529)
Net cash (used in) provided by discontinued operations   (75,967)   64,951 
           
Net cash (used in) provided by investing activities   (75,967)   57,422 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment to related parties   (64,462)   - 
Proceeds from issuance of common and preferred stocks   -    50,000 
Proceeds from related parties   -    3,904 
Proceeds from loans   555,900    21,679 
           
Net cash provided by continuing operations   491,438    75,583 
Net cash used in discontinued operations   (744,664)   (292,639)
           
Net cash used in financing activities   (253,226)   (217,056)
          
Effect of exchange gain (loss) on cash and cash equivalents   (16,434)   20,574 
           
NET INCREASE IN CASH & CASH EQUIVALENTS   793,047    10,968 
           
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD   163,439    80,306 
           
CASH & CASH EQUIVALENTS, END OF PERIOD  $956,486   $91,274 
           
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS:          
Cash and cash equivalents   899,230    63,521 
Cash and cash equivalents included in assets classified as held for sale   57,256    27,753 
Total of cash and cash equivalents  $956,486   $

91,274

 
           
Supplemental Cash Flows Information:          
Continuing operations:          
Cash paid for interest  $7,118   $67 
Cash paid for income tax  $-   $9 
           
Discontinued operations:          
Cash paid for interest  $-   $- 
Cash paid for income tax  $-   $- 
           
Supplemental Disclosure of Non-Cash Flows Information:          
Continuing operations:          
Common stock issued for loan settlement  $1,100,000   $52,000 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

7
 

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE- 1 ORGANIZATION AND BUSINESS BACKGROUND

 

VIVIC CORP. (the “Company” or “VIVC”) was established under the corporate laws of the State of Nevada on February 16, 2017. In December 2018, the Company expanded its business operations to include marine tourism. In addition, the Company entered into the businesses of constructing marinas and constructing yachts in mainland China under the brand “Monte Fino”. Monte Fino is a well-known brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world.

 

The Company also operates “Joy Wave”(享浪),an online yacht rental and leisure service business in Guangzhou, China. In mainland China and Taiwan, primarily through the Internet, the Company provides third-party yacht and marine tourism services. This marine tourism involves visits to high quality coastal tourist attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou. The field of marine tourism has expanded in recent years as the number of yachts that can be rented has been increased through yacht-sharing programs which make such opportunities available to more customers, though for limited time periods.

 

The Company also seeks to develop energy-saving yacht engines. It believes it has advanced technologies, that can enable it to produce engines that are 50% more efficient than those currently available. This energy-saving and innovative technology may be applied to new energy-saving engines for yachts. This innovative technology may bring favorable changes to the yachting industry and promote low-carbon tourism for global environmental protection.

 

On January 3, 2021, the Company entered into a Joint Venture and Cooperation Agreement to invest in Shenzhen Ocean Way Yachts Services Co., Ltd and its subsidiaries. On March 22, 2022, the Company sold its shares of Ocean Way and its subsidiaries to a third-party for $160,499 (RMB1,080,000).

 

On July 26, 2022, Khashing Yachts Industry (Guangdong) Limited changed its name to Guangdong Weiguan Ship Tech Co., Ltd (“Weiguan Ship”).

 

On July 6, 2022, Zhejiang Jiaxu Yacht Company Limited changed its name to Wenzhou Jiaxu Yacht Company Limited (“Jiaxu”).

 

On August 10, 2022, the noncontrolling shareholder surrendered its 30% of Wenzhou Jiaxu Yacht Company Limited to the Company, and Jiaxu became a wholly-owned subsidiary of the Company.

 

8
 

 

The Company also has a branch in the Republic of China (“ROC” or “Taiwan”), Vivic Corp. Taiwan Branch (“Vivic Taiwan”). It is mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries.

 

On July 12, 2023, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”, son of Shang-Chiai Kung, the Company’s principal shareholder, President and Chief Executive Officer) pursuant to which Mr. Kung acquired all of the shares of Weiguan Ship. In consideration for its interest in Weiguan Ship, the Company received nominal monetary consideration and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes.

 

Description of subsidiaries as of June 30, 2023

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of issued/

registered share

capital

 

Effective

interest

held

Vivic Corporation (Hong Kong) Co., Limited   Hong Kong   Investment holding and tourism consultancy service   52,000,000 ordinary shares for HK$2,159,440   100%
                 
Guangdong Weiguan Ship Tech Co., Ltd. (formerly Khashing Yachts Industry (Guangdong) Limited)   The People’s Republic of China   Tourism consultancy service and provision of yacht service  

Registered: RMB10,000,000

Paid up: RMB4,236,132

  100%
                 
Wenzhou Jiaxu Yacht Company Limited   The People’s Republic of China   Provision of yacht service  

Registered: RMB1,000,000

Paid up: RMB1,000,000

  100%
                 
 Vivic Corp. Taiwan Branch   The Republic of China (Taiwan)   Provision of yacht service  

Registered: TWD 5,000,000

Paid up: TWD5,000,000

   100%

 

VIVC and its subsidiaries are hereinafter referred to as (the “Company”).

 

NOTE- 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

 

Basis of presentation

 

These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. The interim unaudited condensed consolidated financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, previously filed with the SEC on March 30, 2023.

 

9
 

 

Use of estimates

 

Preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Actual results may differ from these estimates.

 

Principles of consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Cash and cash equivalents

 

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

 

Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2023 and December 31, 2022, the Company had no allowance for doubtful accounts from the continuing operations, respectively.

 

Property, plant, and equipment

 

Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking into account their estimated residual values:

 

    Expected useful life
Service yacht   10 years
Motor vehicle   5 years
Office equipment   5 years

 

10
 

 

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Intangible assets, net

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years.

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. During the three and six months ended June 30, 2023 and 2022 there were no intangible asset impairments to be recorded.

 

Deferred revenue

 

Deferred revenue represents advance payments made by a customer for goods and services the company will provide in the future. Due to its short-term nature, deferred revenue is usually satisfied within the 12 months.

 

Revenue recognition

 

In accordance with Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from processing, distribution, and sales of its products.

 

Comprehensive income/(loss)

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display comprehensive income, its components, and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of stockholders’ equity deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income/(loss) is not included in the computation of income tax expense or benefit.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

11
 

 

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations.

 

The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company and its subsidiaries operating in PRC, Taiwan and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”), New Taiwan Dollar (“TWD”) and Hong Kong dollars (“HK$”), each of which is a functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets, and liabilities of the Company’s subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed consolidated statements of changes in stockholder’s equity deficit.

 

Translation of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and 2022.

 

   June 30, 2023   June 30, 2022   December 31, 2022 
Period/year-end RMB:US$ exchange rate   7.2516    6.6977    6.8972 
Period/annual average RMB:US$ exchange rate   6.9300    6.4787    6.7290 
Period/year-end HK$:US$ exchange rate   7.8370    7.8467    7.8015 
Period/annual average HK$:US$ exchange rate   7.8370    7.8257    7.8306 
Period/year-end TWD:US$ exchange rate   31.1526    29.7404    30.7300 
Period/annual average TWD:US$ exchange rate   30.5810    28.7168    29.7963 

 

Lease

 

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

 

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

 

The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component.

 

12
 

 

Noncontrolling interest

 

The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total stockholders’ deficit on the condensed consolidated balance sheets and the net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the periods. Diluted loss per share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive.

 

Related parties

 

Parties, which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Concentrations and credit risk

 

The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
   
Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and
   
Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

13
 

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Value-Added Tax

 

Enterprises or individuals who sell commodities, engage in repair and consultation services in the PRC are subject to a value added tax in accordance with PRC Laws. The VAT standard rate had been 17% of the gross sale price until April 30, 2018, after which date the rate was reduced to 16%. VAT rate was further reduced to 13% starting from April 1, 2019. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on the sales of the finished products.

 

Reclassification

 

Certain prior period accounts have been reclassified in conformity with current period’s presentation including reclassification of due to related party from other payables. These reclassifications had no impact on the reported results of operations and cash flows.

 

Recent accounting pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2023. The adoption did not have significant impact on the Company’s unaudited condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its unaudited condensed consolidated financial statements and related disclosures.

 

14
 

 

NOTE - 3 DISCONTINUED OPERATIONS

 

On July 12, 2023, Vivic Hong Kong, a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”) pursuant to which Mr. Kung acquired all of the shares of Weiguan Ship for nominal monetary consideration and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes. Management of the Company elected to dispose of Weiguan Ship due to its history of losses and anticipated losses, and the Company’s potential liability for the amount of the subscribed capital contributions in Weiguan Ship.

 

Assets and liabilities of Weiguan Ship and its subsidiaries (the “Disposal Group”) were classified as “Assets classified as held for sale” and “Liabilities directly associated with assets classified as held for sale” in the Company’s consolidated balance sheets, respectively. The following table summarizes the net assets and liabilities of the Disposal Group as of the dates indicated.

 

  

As of June 30 ,

2023

 
ASSETS     
Current assets     
Cash and cash equivalents  $57,256 
Deposit and prepayments   267,832 
Inventory   1,553,453 
Other receivables   88,695 
Due from related parties   33,268 
Total current assets   2,000,504 
Non-current assets     
Property and equipment, net   355,885 
Construction in progress   74,349 
Operating lease right-of-use assets   287,646 
Total non-current assets   717,880 
Total assets  $2,718,384 
LIABILITIES     
Current liabilities     
Accounts payable  $433,325 
Other payables and accrued liabilities   239,776 
Deferred revenue   1,086,306 
Due to related parties   289,849 
Income tax payable   5,183 
Operating lease liabilities-current   123,158 
Total current liabilities   2,177,597 
Operating lease liabilities-noncurrent   131,917 
Total non-current liabilities   131,917 
Total liabilities  $2,309,514 

 

15
 

 

The operations of Weiguan Ship and its subsidiaries are accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented. The following table presents the components of discontinued operations reported in the consolidated statements of operations:

 

                   2023   2022 
     For the three months,
ended June 30,
    For the six months,
ended June 30,
 
     2023       2022       2023  20222
Revenue, Net  $ 912,668     $ 10,810     $957,667   $11,868 
Cost of Sales    583,867       8,940      650,586    9,890 
Gross Profit    328,801       1,870      307,081    1,978 
Operating Expenses                          
Selling Expenses    61,184       -      112,054    - 
G&A Expenses    147,367       304,002      335,556    507,774 
Loss from Operations    120,250       (302,132 )    (140,529)   (505,796)
Other Income (Expense)                          
Investment gain (loss)    -       (1,242 )    -    60,336 
Interest expense    (4,619 )     7,893      (9,549)   (67)
Interest income    -       219      -    351 
Other income (expenses)    (1,855 )     2,271      37,173    2,435 
                           
Total Other Income (Expenses)    (6,474 )     9,141      27,624    63,055 
Income (Loss) Before Income Taxes    113,776       (292,991 )    (112,905)   (442,741)
Net Loss from discontinued operations  $ 113,776     $ (292,991 )   $(112,905)  $(442,741)

 

NOTE- 4 GOING CONCERN UNCERTAINTIES

 

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company had $899,230 of cash and cash equivalents and a working capital deficit of $15,925 as of June 30, 2023 and incurred a net loss of $82,737 and $188,283 from the Company’s continuing operations during the three and six months ended June 30, 2023.

 

The continuation of the Company as a going concern through the one year period from the date on which this report is filed is dependent upon continued financial support from its related parties loans or investments by third parties. The Company is actively pursuing additional financing for its operations via potential loans and equity issuances. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.

 

Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that this report is issued. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements contained in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result if the Company is able to continue as a going concern.

 

NOTE- 5 PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

 

Property and equipment from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Office equipment  $2,632   $2,668 
Subtotal   2,632    2,668 
Less: accumulated depreciation   (1,425)   (1,210)
Property, plant and equipment, net  $1,207   $1,458 

 

16
 

 

Depreciation expense for the six months ended June 30, 2023 and 2022 from the Company’s continuing operations were $235 and $186, respectively.

 

Depreciation expense for the three months ended June 30, 2023 and 2022 from the Company’s continuing operations were $118 and $93, respectively.

 

As of June 30, 2023, the net total property and equipment from discontinued operations was $355,885 (Note 3).

 

As of June 30, 2023, the total construction in progress from discontinued operations was $74,349 (Note 3).

 

NOTE- 6 INTANGIBLE ASSETS

 

Intangible assets from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Software  $7,383   $7,485 
Total intangible assets   7,383    7,485 
Less: accumulated amortization   (2,871)   (1,663)
           
Intangible assets, net  $4,512   $5,822 

 

Amortization expense for the six months ended June 30, 2023 and 2022 from the Company’s continuing operations were $1,254 and $427, respectively.

 

Amortization expense for the three months ended June 30, 2023 and 2022 from the Company’s continuing operations were $623 and $427, respectively.

 

NOTE- 7 INVENTORY

 

Inventory from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Finished goods  $823,288   $- 
Total inventory   823,288    - 
Less: inventory impairment   -    -
Inventory, net  $823,288   $       - 

 

As of June 30, 2023, the total inventory from discontinued operations was $1,553,453. (Note 3)

 

17
 

 

NOTE- 8 ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Accrued penalty  $60,000   $- 
Accrued salaries   1,385    1,236 
Accrued consulting fee   90,000    60,000 
Other payables   53,579    193,343 
Total accrued liabilities and other payable  $204,964   $254,579 

 

The Company is currently in ongoing discussions with the Staff of the Securities and Exchange Commission with respect to a resolution of a claim with respect to the NT 10-K filed in May 2022. The Company has submitted an Offer of Settlement in which it agrees to cease and desist from committing or causing any future violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-25 and 13a-11 thereunder and pay a civil monetary penalty of $60,000. The Company’s offer has yet to be accepted by the SEC. The Company recorded this penalty as an accrued penalty as of June 30, 2023.

 

Accrued liabilities and other payables are the expenses that will be settled in next twelve months.

 

As of June 30, 2023, the total accrued liabilities and other payables from discontinued operations was $239,776. (Note 3)

 

NOTE-9 LEASES

 

The Company purchased a service vehicle under a financing lease arrangement with total payments of $18,146 (RMB117,043) starting August 1, 2019, with an effective interest rate of 2.25% per annum, due through May 1, 2022, with principal and interest payable monthly.

 

The Company leases premises for offices and docks for operations under non-cancelable operating leases with initial terms of 5 years and an effective interest rate of 5.168% per annum. Operating lease payments are expended over the term of lease. The Company’s leases do not include options to extend. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. Supplemental balance sheet information related to leases from the Company’s discontinued operations as of June 30, 2023 is as follows (Note 3)

 

   June 30, 2023 
Operating leases:     
Operating lease right-of-use assets  $287,646 
      
Operating lease liabilities-current  $123,158 
Operating lease liabilities-noncurrent   131,917 
      
Total  $255,075 

 

NOTE- 10 LOAN PAYABLE

 

On March 13, 2023, Vivic Taiwan entered a loan agreement with a third-party individual. Vivic Taiwan borrowed TWD 5,000,000 ($164,042) from this individual for a term of one year, with annual interest of 10%, the interest is to be paid monthly. Vivic Taiwan was required to pay the interest for the first and second months on the 15th of the month the Company received the loan proceeds. During the three and six months ended June 30, 2023, the Company recorded interest expense from the Company’s continuing operations of $4,074 and $6,285, respectively. The loan is collateralized by 162,391 shares of the Company’s common stock owned by the son of the Company’s CEO (Mr. Yun-Kuang Kung). The fair value of 162,391 shares was $82,836 on March 13, 2023. When the loan matures, the lender has the option to ask for cash repayment from the Company or keep the 162,391 shares of the Company’s stock as repayment in full. If the lender decides to keep the 162,391 shares at maturity of the loan, the Company will repay TWD 5,000,000 ($164,042) to Yun-Kuang Kung without any interest. If the Company is not able to repay Yun-Kuang Kung by March 15, 2025, the Company is required to issue a number of shares equivalent to the loan amount based upon the fair market value of the shares at such date, plus 10% more shares.

 

18
 

 

On May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000 ($381,658) from the bank for a term of one year, with an annual interest rate of approximately 3%, the interest is to be paid monthly. During the six months ended June 30, 2023, the Company recorded interest expense from the Company’s continuing operations of $833. The loan is collateralized by a piece of land and real property. In addition, the loan is guaranteed by Yun-Kuang Kung (son of Shang-Chiai Kung CEO of Vivic Corp) and Kung Huang Liu Shiang (spouse of Shang-Chiai Kung CEO of Vivic Corp).

 

NOTE- 11 SBA LOAN PAYABLE

 

On June 23, 2020, Vivic Corp. received an $87,500 Economic Injury Disaster Loan (“EIDL loan”) from the Small Business Administration (“SBA”). This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19) epidemic, to help businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has an annual interest rate of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $427 monthly will begin 30 months from the loan disbursement date. Due to the fact that the loan repayment was deferred for 30 months, the payments are going 100% toward the interest since the interest started to accrue from the original disbursement date. For the six months ended June 30, 2023 and 2022, the Company made payments of interest of $2,562 and $0 on the EIDL loan, respectively.

 

As of June 30, 2023, the future minimum EIDL loan payments from the Company’s continuing operations to be paid by year are as follows:

 

Year Ending June 30,  Amount 
2024  $5,124 
2025   5,124 
2026   5,124 
2027   5,124 
2028   5,124 
Thereafter   61,880 
Total  $87,500 

 

NOTE- 12 STOCKHOLDERS’ DEFICIT

 

Authorized Shares

 

The Company is authorized to issue 5,000,000 shares of preferred stock and 70,000,000 shares of common stock each with a par value of $0.001 per share.

 

Preferred Stock

 

As of June 30, 2023 and December 31, 2022, the Company had 832,000 shares of its preferred stock issued and outstanding.

 

Common Stock

 

On February 15, 2022, the Company issued 50,000 shares of common stock to settle a debt in the amount of $50,000, at an agreed conversion price of $1.00 per share. A loss of $2,000 on the loan settlement has been recognized for the three months ended March 31, 2022.

 

On March 22, 2022, the Company cancelled 60,000 shares of common stock previously issued to its former CFO due to termination of employment.

 

19
 

 

On May 26, 2023, the Company issued 1,111,111 shares of common stock to settle a debt due to Yun-Kuang Kung in the amount of $1,100,000, at a conversion price of $0.99 per share.

 

As of June 30, 2023 and December 31, 2022, the Company had 26,657,921 and 25,546,810 shares of its common stock issued and outstanding, respectively.

 

NOTE- 13 NET LOSS PER SHARE OF COMMON STOCK

 

Basic net (loss) income per share is computed using the weighted average number of shares of common stock outstanding during the periods. The dilutive effect of potential common stock outstanding is included in diluted net (loss) income per share of common stock. The following table sets forth the computation of basic and diluted net loss per share from the Company’s continuing operations for the three and six months ended June 30, 2023 and 2022:

 

   2023   2022 
   Three months ended June 30, 
   2023   2022 
Net income (loss) for basic and diluted attributable to Vivic Corp.  $31,039   $(298,423)
Weighted average common stock outstanding – Basic and Diluted   25,974,160    25,546,810 
Net loss per share of common stock – basic and diluted  $(0.00)  $(0.01)

 

   2023   2022 
   Six months ended June 30, 
   2023   2022 
Net loss for basic and diluted attributable to Vivic Corp.  $(301,188)  $(473,587)
Weighted average common stock outstanding – Basic and Diluted   25,761,666    25,552,004 
Net loss per share of common stock – basic and diluted  $(0.01)  $(0.02)

 

NOTE- 14 RELATED PARTY TRANSACTIONS

 

a. Related parties

 

Name of Related Party   Relationship to the Company
Yun-Kuang Kung   Son of Shang-Chiai Kung CEO of Vivic Corp.
Kung Huang Liu Shiang spouse   Spouse of Shang-Chiai Kung CEO of Vivic Corp.
Yufei Zeng   Stockholder of Vivic Corp.
Shang-Chiai Kung   CEO of Vivic Corp.
Kun-Teng Liao   Secretary and Board Member

 

b. Due from related parties, net

 

As of June 30, 2023, the due from related parties from discontinued operations was $33,268. (Note 3)

 

c. Due to related parties, net

 

Due to related parties from the Company’s continuing operations consisted of the following:

 

Name  June 30,
2023
   December 31,
2022
 
Yun-Kuang Kung  $999   $63,770 
Kung Huang Liu Shiang spouse   286    - 
Shang-Chiai Kung   190,416    209,940 
Kun-Teng Liao   -    -
Total  $191,701   $273,710 

 

As of June 30, 2023, the due to related parties from discontinued operations was $289,849. (Note 3)

 

20
 

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

 

Due to related parties represented temporary advances to the Company by the stockholders or senior management of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interest from related parties’ loan are not significant.

 

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

 

NOTE- 15 COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2023 and December 31, 2022, the Company has no material commitments and contingencies from the Company’s continuing operations.

 

As of June 30, 2023 and December 31, 2022, the Company has no material commitments and contingencies from the Company’s discontinued operations.

 

NOTE- 16 SUBSEQUENT EVENTS

 

On July 12, 2023, Vivic Hong Kong, a wholly-owned subsidiary of Vivic Corp. (the “Company”), entered into a Stock Purchase Agreement with Yun-Kuang Kung, pursuant to which Mr. Kung acquired all of the shares of Guangdong Weiguan Ship Tech Co., Ltd. (“Weiguan Ship”). The divestiture of Weiguan Ship Tech is part of the Company’s plan to concentrate primarily on its business in Taiwan for the immediate future which has shown significant growth in the past three months.

 

In consideration for its interest in Weiguan Ship, the Company received nominal monetary consideration and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes.

 

In connection with the sale, the Company commissioned and received an appraisal of Weiguan Ship. In its report the appraiser noted that although Weiguan Ship had a value of approximately RMB 565,000 on a projected income basis, it had negative net assets (shareholders’ equity) in excess of RMB 8,200,000 yuan and Vivic Hong Kong and indirectly, the Company, could be held liable for any liability up to the amount of the subscribed capital contributions in Weiguan Ship. Thus, given the desire of management to focus on the Company’s Taiwan operations, management concluded it was in the best interest of the Company to sell Weiguan Ship to Mr. Kung, the son of Shang-Chiai Kung, the Company’s principal shareholder, President and Chief Executive Officer, in return for his agreement to indemnify the Company against any claims that might arise in respect of the operations of Weiguan Ship and its subsidiaries.

 

21
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to those statements included elsewhere in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. You should specifically consider the various risk factors identified in our 2022 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements.

 

Overview

 

VIVIC CORP. (“VIVC”) was incorporated in the State of Nevada on February 16, 2017. In December 2018, we expanded our business operations to include marine tourism. In addition, we started making efforts to enter the businesses of constructing marinas and constructing yachts in mainland China under the brand “Monte Fino”. Monte Fino is a famous yacht brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world.

 

We also developed and operate “Joy Wave”, an online yacht rental and leisure service business in Guangzhou, China. We provide third-party yacht and marine tourism services in mainland China and Taiwan primarily offering our services through the Internet. The tourism packages we provide are focused on providing high quality coastal voyages to leading vacation and tourism destinations in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou. In the field of marine tourism, the number of yachts that can be rented has been increased through yacht-sharing programs which make yachts available to more customers though for limited time periods.

 

We also initiated efforts to develop energy-saving yacht engines. We believe that our advanced technologies will enable us to produce engines that are 50% more energy efficient than those generally available today. This energy-saving and innovative technology may be applied to new energy-saving engines for yachts. This innovative technology may bring favorable changes to the yachting industry and promote low-carbon tourism for global environmental protection.

 

Results of Operations

 

On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”) pursuant to which Mr. Kung acquired all of the shares of our indirectly wholly-owned subsidiary, Guangdong Weiguan Ship Tech Co., Ltd. (“Weiguan Ship”). The divestiture of Weiguan Ship is part of our plan to concentrate primarily on our business in Taiwan. As of June 30, 2023, our Taiwan branch had received $2.36 million in customers’ deposit for new sales orders.

 

Our unaudited condensed consolidated financial statements contained in this report have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

As a result of the sale of our interest in Weiguan Ship and its subsidiaries, the assets and related liabilities and the results of operations of such entities are included in the financial statements included in this report as discontinued operations. The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.

 

22
 

 

Comparison of continuing operations for the three months ended June 30, 2023 and 2022

 

   2023  

% of

Sales

   2022  

% of

Sales

  

Dollar

Increase

(Decrease)

  

Percent

Increase

(Decrease)

 
Revenue, net  $-    -   $-    -   $-    - 
Cost of revenue   -    -    -    -    -    - 
Gross profit (loss)   -    -    -    -    -    - 
General and administrative expenses   109,103    -    27,814    -    81,289    292.26%
Total operating expenses   109,103    -    27,814    -    81,289    292.26%
Loss from operations   (109,103)   -    (27,814)   -    (81,289)   292.26%
Other income (expenses), net   26,366    -    (927)   -    27,293    (2,944.26)%
Loss before income taxes   (82,737)   -    (28,741)   -    (53,996)   187.87%
Income tax expense   -    -    -    -    -    -%
Net loss from continuing operations   (82,7367)   -    (28,741)   -    (53,996)   187.87%
Net income (loss) from discontinued operations   113,776    -    (292,991)   -    406,767    (138.83)%
Net income (loss) for the period   31,039    -    (321,732)   -    352,772    (109.65)%
Net loss attributable to noncontrolling interest arise from                              
Continuing operations   -    -    -    -    -    -%
Discontinued operations   -    -    (23,309)   -    23,309    (100.00)%
Net loss attributable to Vivic Corp. arise from                              
Continuing operations   (82,737)   -    (28,741)   -    (53,996)   187.78%
Discontinued operations   113,776    -    (269,682)   -    383,458    (142.19)%
Total net loss attributable to Vivic Corp.   31,039    -    (298,423)   -    329,462    (110.40)%

 

Revenue

 

There was no revenue from continuing operations for the three months ended June 30, 2023 and 2022, respectively. The absence of reported revenue from continuing operations was due to the divestiture of Weiguan Ship and its subsidiaries as discussed above.

 

Cost of revenue

 

For the reasons set forth above, there were no costs of revenue from continuing operations for the three months ended June 30, 2023 and 2022, respectively.

 

Gross profit (loss)

 

There was no gross profit (loss) from operations for the three months ended June 30, 2023 and 2022, respectively. The absence of gross profit reflects the divestiture of Weiguan Ship and its subsidiaries.

 

Operating expenses

 

General and administrative expenses from continuing operations were $109,103 for the three months ended June 30, 2023, compared to $27,814 for the three months ended June 30, 2022, an increase of $81,289 or 292.26%. The increase was mainly due to an increase in staffing fee of $70,040, and an increase in professional expenses of $22,249, which was partly offset by decreased consulting expenses of $10,250.

 

Other income (expenses), net

 

Net other income from continuing operations were $26,366 for the three months ended June 30, 2023, and net other expenses from continuing operations were $927 for the three months ended June 30, 2022, respectively. For the three months ended June 30, 2023, the net other income mainly consisted of interest expense of $4,715, and other income of $31,081. For the three months ended June 30, 2022, the net other income mainly consisted of interest expense of $821, and other expenses of $106.

 

Net loss

 

We had a net loss from continuing operations of $82,736 for the three months ended June 30, 2023, compared to $28,741 for the three months ended June 30, 2022, an increase of $53,986 or 187.78%, for the reasons as explained above.

 

23

 

 

Comparison of continuing operations for the six months ended June 30, 2023 and 2022

 

   2023  

% of

Sales

   2022  

% of

Sales

  

Dollar

Increase

(Decrease)

  

Percent

Increase

(Decrease)

 
Revenue, net  $-    -   $-    -   $-    - 
Cost of revenue   -    -    -    -    -    - 
Gross profit (loss)   -    -    -    -    -    - 
General and administrative expenses   152,436         56,597    -    95,839    169.34%
Total operating expenses   152,436    -    56,597    -    95,839    169.34%
Loss from operations   (152,436)        (56,597)   -    (95,839)   169.34%
Other income (expenses), net   (35,847)   -    (8,798)   -    (27,049)   307.44%
Loss before income taxes   (188,283)        (65,395)   -    (122,888)   187.92%
Income tax expense   -    -    9    -    (9)   (100.00)%
Net loss from continuing operations   (188,283)        (65,404)   -    (122,879)   187.88%
Net (loss) income from discontinued operations   (112,905)   -    (442,741)   -    329,836    (74.50)%
Net loss for the period   (301,188)   -    (508,145)   -    206,957    (40.73)%
Net loss attributable to noncontrolling interest arise from                              
Continuing operations   -    -    -    -    -    -%
Discontinued operations   -    -    (34,558)   -    34,558    (100.00)%
Net loss attributable to Vivic Corp. arise from                              
Continuing operations   (188,283)   -    (65,404)   -    (122,879)   187.88%
Discontinued operations   (112,905)   -    (408,183)   -    295,278    (72.34)%
Total net loss attributable to Vivic Corp.   (301,188)   -    (473,587)   -    172,399    (36.40)%

 

Revenue

 

There was no revenue from continuing operations for the six months ended June 30, 2023 and 2022, respectively. The absence of reported revenue from continuing operations was due to the divestiture of Weiguan Ship and its subsidiaries to concentrate on our business in Taiwan for the immediate future.

 

Cost of revenue

 

There were no costs of revenue from continuing operations for the six months ended June 30, 2023 and 2022, respectively.

 

Gross profit (loss)

 

There was no gross profit (loss) from continuing operations for the six months ended June 30, 2023 and 2022, respectively. The absence of gross profit reflects the divestiture of Weiguan Ship and its subsidiaries.

 

Operating expenses

 

Selling expenses consist mainly of employee salaries and benefits, entertainment and transportation expenses of the marketing department. There were no selling expenses from continuing operations for the six months ended June 30, 2023 and 2022, respectively.

 

General and administrative expenses from continuing operations consist mainly of employee salaries and benefits, business meetings, utilities, accounting, consulting, and legal expenses. General and administrative expenses from continuing operations were $152,436 for the six months ended June 30, 2023, compared to $56,597 for the six months ended June 30, 2022, an increase of $95,839 or 169.34%. The increase was mainly due to an increase in our management service fee of $30,000, increased professional expenses of $22,249, and increases in staffing fees of $78,264, which were partly offset by decreased salary expenses of $14,335 and decreased consulting expenses of $16,330.

 

Other income (expenses), net

 

Net other expenses from continuing operations were $35,847 for the six months ended June 30, 2023, and net other expenses from continuing operations were $8,798 for the six months ended June 30, 2022, respectively. For the six months ended June 30, 2023, the net other expenses mainly consisted of interest expense of $6,926 and other expenses of $28,921. For the six months ended June 30, 2022, the net other expenses mainly consisted of interest expense of $6,563, a loan settlement loss of $2,000, and other expenses of $235.

 

Net loss

 

We had a net loss from continuing operations of $188,282 for the six months ended June 30, 2023, compared to $65,404 for the six months ended June 30, 2022, an increase of $122,878 or 187.88%, for the reasons as explained above.

 

24
 

 

LIQUIDITY AND GOING CONCERN

 

We had $899,230 cash and cash equivalents and a working capital deficit of $15,925 as of June 30, 2023, and incurred a net loss from continuing operations of $82,736 and $188,282 during the three and six months ended June 30, 2023, respectively. The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2023, and 2022.

 

   2023   2022 
Net cash provided by (used in) operating activities for continuing operations  $1,374,231   $(108,382)
Net cash (used in) provided by operating activities for discontinued operations   (235,556)   258,410 
Net cash provided by operating activities   1,138,675    150,028 
Net cash used in investing activities for continuing operations   -    (7,529)
Net cash (used in) provided by investing activities for discontinued operations   (75,967)   64,951 
Net cash (used in) provided by investing activities   (75,967)   57,422 
Net cash provided by financing activities for continuing operations   491,438    75,583 
Net cash used in financing activities for discontinued operations   (744,664)   (292,639)
Net cash used in financing activities  $(253,226)  $(217,056)

 

Net cash from continuing operations used in and provided by operating activities

 

The net cash provided by operating activities from continuing operations was $1,374,231 for the six months ended June 30, 2023, compared to net cash used in operating activities from continuing operations of $108,382 for the six months ended June 30, 2022. The cash provided by operating activities for the six months ended June 30, 2023 was principally attributable to deferred revenue of $1,821,076, which was mainly customer deposits for sales order received in our Taiwan branch, partly offset by cash outflows in the form of deposits and prepayments of $530,739.

 

Net cash from continuing operations used in and provided by investing activities

 

No cash was used in investing activities for continuing operations for the six months ended June 30, 2023, compared to net cash used in investing activities for continuing operations of $7,529 for the six months ended June 30, 2022. The net cash used in investing activities for continuing operations for the six months ended June 30, 2022, consisted of the purchase of office equipment for $7,529.

 

25
 

 

Net cash from continuing operations provided by and used in financing activities

 

The net cash provided by financing activities from continuing operations was $491,438 for the six months ended June 30, 2023, compared to net cash provided by financing activities from continuing operations of $75,583 for six months ended June 30, 2022. The net cash provided by financing activities from continuing operations for the six months ended June 30, 2023, consisted of proceeds from loans of $555,900, partly offset by payments to related parties of $64,462. The net cash provided by financing activities from continuing operations for the six months ended June 30, 2022, consisted of proceeds from issuance of shares of $50,000, proceeds from related parties of $3,904 and proceeds from loans of $21,679.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company had $899,230 cash and cash equivalents available for the Company’s continuing operations and a working capital deficit of $15,925 from the Company’s continuing operations as of June 30, 2023 and incurred a net loss of $188,283 from continuing operations during the six months ended June 30, 2023.

 

The continuation of the Company as a going concern through the one-year anniversary of the date of this filing is dependent upon the continued financial support from its related parties and loans or investments from third parties. The Company is actively pursuing additional financing for its operations through loans and the sale of equity. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.

 

Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date of issuance of this report. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities to our principal shareholders. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments to our principal shareholders. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with our business and (ii) marketing expenses. We intend to finance these expenses with further issuances of equity securities and debt instruments. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long- term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

26
 

 

MATERIAL COMMITMENTS

 

As of the date of this report, we do not have any material commitments.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Annual Report, we 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 are material to investors.

 

SIGNIFICANT ACCOUNTING POLICIES

 

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions which affect the reported the amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Accounting policies are critical and necessary to account for the material estimates and assumptions on our unaudited condensed consolidated financial statements. For further information on all of our significant accounting policies, see the “Notes to Unaudited Condensed Consolidated Financial Statements” of this Annual Report.

 

● Revenue recognition

 

In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from the processing, distribution, and sale of its products.

 

● Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

● Recent accounting pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its CFS and related disclosures.

 

27
 

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Management of our Company is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

 

At June 30, 2023, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at June 30, 2023, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

 

We plan as our business develops, to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

 

Changes in Internal Control over Financial Reporting

 

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

28
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company has been advised by the Staff of the Securities and Exchange Commission that in May 2022, the Company violated Rule 12b-25 by filing a Form 12b-25 “Notification of Late Filing” with respect to its Report on Form 10-Q for the quarter ended March 31, 2022, without including therein sufficient detail under the circumstances presented as to why the Form 10-Q could not be timely filed. Further, the Company failed to acknowledge in the Form 12b-25 anticipated significant changes in its results of operations for the first quarter of 2022 as compared to the first quarter of 2021 and to provide an explanation of the changes. The Company is currently in ongoing discussions with the Staff of the Securities and Exchange Commission with respect to a resolution of this matter and has submitted to the Staff an Offer of Settlement whereby the Company will agree to cease and desist from committing or causing any violations and any future violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-25 and 13a-11 thereunder and to pay a civil monetary penalty of $60,000.

 

Item 1A. Risk Factors

 

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our 2022 Form 10-K, which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2022 Form 10-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the quarter ended June 30, 2023, we did not have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been previously reported in a report filed pursuant to the Exchange Act.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit

No.

  Description
     
3.1   Articles of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-1 filed February 17, 2021).
     
3.2   Bylaws of the Registrant (incorporated by reference to the Company’s Registration Statement on Form S-1 filed February 17, 2021).
     
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
32.1   Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
32.2   Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema
101.CAL   Inline XBRL Taxonomy Extension Calculation
101.DEF   Inline XBRL Taxonomy Extension Definition
101.LAB   Inline XBRL Taxonomy Extension Label
101.PRE   Inline XBRL Taxonomy Extension Presentation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

29
 

 

SIGNATURES

 

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  VIVIC CORP.
     
Dated: August 15, 2023 By: /s/ Shang-Chiai Kung
    Shang-Chiai Kung
    President and Chief Executive Officer
   

(Principal Executive Officer and

Principal Accounting Officer)

 

30

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Shang-Chiai Kung, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Vivic Corp.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. In my capacities as Principal Executive Officer and Principal Financial Officer, as the sole certifying officer of the registrant, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. As the sole certifying officer of the registrant, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 15, 2023  
   
/s/ Shang-Chiai Kung  
Shang-Chiai Kung  
Chief Executive Officer (Principal Executive Officer)  

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Shang-Chiai Kung, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Vivic Corp.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. In my capacities as the Principal Executive Officer and Principal Financial Officer, as the sole certifying officer of the registrant, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. As the sole certifying officer of the registrant, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 15, 2023  
   
/s/ Shang-Chiai Kung  
Shang-Chai Kung  
Chief Financial Officer (Principal Financial Officer)  

 

 

 

Exhibit 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the Quarterly Report of Vivic Corp., a Nevada corporation (the “Company”), on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”) Shang-Chiai Kung, Chief Executive Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: August 15, 2023

 

/s/ Shang-Chiai Kung  
Shang-Chiai Kung  
Chief Executive Officer (Principal Executive Officer)  

 

[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.]

 

 

 

Exhibit 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the Quarterly Report of Vivic Corp., a Nevada corporation (the “Company”), on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), Shang-Chiai Kung, Chief Financial Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: August 15, 2023

 

/s/ Shang-Chiai Kung  
Chief Financial Officer (Principal Financial Officer)  

 

[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company. and furnished to the Securities and Exchange Commission or its staff upon request.]

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56198  
Entity Registrant Name VIVIC CORP.  
Entity Central Index Key 0001703073  
Entity Tax Identification Number 98-1353606  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 187 E Warm Springs Road  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89119  
City Area Code 702  
Local Phone Number 899 0818  
Title of 12(b) Security Common Stock, $0.001 Par Value  
Trading Symbol VIVC  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   26,657,921
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 899,230 $ 73,998
Deposit and prepayments 966,789 451,583
Inventory 823,288
Other receivables 88,620
Total current assets 2,777,927 525,581
Non-current assets    
Property and equipment, net 1,207 1,458
Intangible assets, net 4,512 5,822
Total non-current assets 5,719 7,280
Assets classified as held for sale 2,718,384 2,658,736
TOTAL ASSETS 5,502,030 3,191,597
Current liabilities    
Accounts payable 35,005
Accrued liabilities and other payables 204,964 254,579
Deferred revenue 2,356,290 576,449
Income tax payable 5,892
Total current liabilities 2,793,852 1,104,738
Non-Current liabilities    
SBA loan payable 87,500 87,500
Long term loan 545,700  
Total non-current liabilities 633,200 87,500
Liabilities directly associated with assets classified as held for sale 2,309,514 3,035,581
TOTAL LIABILITIES 5,736,566 4,227,819
Commitments and contingencies
STOCKHOLDERS’ DEFICIT    
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 832 832
Common stock, $0.001 par value; 70,000,000 shares authorized; 26,657,921 and 25,546,810 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. 26,658 25,547
Additional paid-in capital 4,845,066 3,746,177
Accumulated other comprehensive income 3,940 1,068
Accumulated deficit (5,111,032) (4,809,846)
Total stockholders’ deficit (234,536) (1,036,222)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 5,502,030 3,191,597
Related Party [Member]    
Current liabilities    
Due to related parties $ 191,701 $ 273,710
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 832,000 832,000
Preferred stock, shares outstanding 832,000 832,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 70,000,000 70,000,000
Common stock, shares issued 26,657,921 25,546,810
Common stock, shares outstanding 26,657,921 25,546,810
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Operating expenses        
General and administrative expenses $ 109,103 $ 27,814 $ 152,436 $ 56,597
Loss from operations (109,103) (27,814) (152,436) (56,597)
Other income (expenses)        
Interest expense (4,715) (821) (6,926) (6,563)
Other income (expenses) 31,081 (106) (28,921) (235)
Loss on loan settlement (2,000)
Total other income (expenses), net 26,366 (927) (35,847) (8,798)
Loss before income taxes (82,737) (28,741) (188,283) (65,395)
Income tax provision 9
Continuing operations (82,737) (28,741) (188,283) (65,404)
(Loss) income from discontinued operations 113,776 (292,991) (112,905) (442,741)
Net (loss) income for the period 31,039 (321,732) (301,188) (508,145)
Net loss attributable to noncontrolling interest arise from        
Continuing operations
Discontinued operations (23,309) (34,558)
Total net loss attributable to noncontrolling interest (23,309) (34,558)
Net income (loss) attributable to Vivic Corp. arise from        
Discontinued operations 113,776 (269,682) (112,905) (408,183)
Total net loss attributable to Vivic Corp. 31,039 (298,423) (301,188) (473,587)
Other comprehensive item        
Foreign currency translation gain (loss) 4,018 (8,118) 2,872 (3,933)
COMPREHENSIVE (LOSS) INCOME $ 35,057 $ (306,541) $ (298,316) $ (477,520)
Weighted average common stock outstanding        
Weighted average common shares outstanding, basic 25,974,160 25,546,810 25,761,666 25,552,004
Weighted average common shares outstanding, diluted 25,974,160 25,546,810 25,761,666 25,552,004
Net loss from per share of common stock - basic $ 0.00 $ (0.01) $ (0.01) $ (0.02)
Net loss from per share of common stock - diluted $ 0.00 $ (0.01) $ (0.01) $ (0.02)
v3.23.2
Condensed Consolidated Statement of Changes in Stockholder's Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Total
Balance at Dec. 31, 2021 $ 832 $ 25,557 $ 3,821,709 $ 10,347 $ (3,865,450) $ (90,386) $ (97,391)
Balance, shares at Dec. 31, 2021 832,000 25,556,810          
Foreign currency translation adjustment 4,185 4,185
Net loss for the period (175,164) (11,249) (186,413)
Shares issued for loan settlement $ 50 51,950 52,000
Shares issued for loan settlement, shares   50,000          
Cancellation of shares $ (60) 60
Cancellation of shares, shares   (60,000)          
Balance at Mar. 31, 2022 $ 832 $ 25,547 3,873,719 14,532 (4,040,614) (101,635) (227,619)
Balance, shares at Mar. 31, 2022 832,000 25,546,810          
Balance at Dec. 31, 2021 $ 832 $ 25,557 3,821,709 10,347 (3,865,450) (90,386) (97,391)
Balance, shares at Dec. 31, 2021 832,000 25,556,810          
Foreign currency translation adjustment             (3,933)
Net loss for the period             (508,145)
Balance at Jun. 30, 2022 $ 832 $ 25,547 3,873,719 6,414 (4,339,037) (124,944) (557,469)
Balance, shares at Jun. 30, 2022 832,000 25,546,810          
Balance at Mar. 31, 2022 $ 832 $ 25,547 3,873,719 14,532 (4,040,614) (101,635) (227,619)
Balance, shares at Mar. 31, 2022 832,000 25,546,810          
Foreign currency translation adjustment (8,118) (8,118)
Net loss for the period (298,423) (23,309) (321,732)
Balance at Jun. 30, 2022 $ 832 $ 25,547 3,873,719 6,414 (4,339,037) (124,944) (557,469)
Balance, shares at Jun. 30, 2022 832,000 25,546,810          
Balance at Dec. 31, 2022 $ 832 $ 25,547 3,746,177 1,068 (4,809,846) (1,036,222)
Balance, shares at Dec. 31, 2022 832,000 25,546,810          
Foreign currency translation adjustment (1,146) (1,146)
Net loss for the period (332,225) (332,225)
Balance at Mar. 31, 2023 $ 832 $ 25,547 3,746,177 (78) (5,142,071) (1,369,593)
Balance, shares at Mar. 31, 2023 832,000 25,546,810          
Balance at Dec. 31, 2022 $ 832 $ 25,547 3,746,177 1,068 (4,809,846) (1,036,222)
Balance, shares at Dec. 31, 2022 832,000 25,546,810          
Foreign currency translation adjustment             2,872
Net loss for the period             (301,188)
Balance at Jun. 30, 2023 $ 832 $ 26,658 4,845,066 3,940 (5,111,032) (234,536)
Balance, shares at Jun. 30, 2023 832,000 26,657,921          
Balance at Mar. 31, 2023 $ 832 $ 25,547 3,746,177 (78) (5,142,071) (1,369,593)
Balance, shares at Mar. 31, 2023 832,000 25,546,810          
Foreign currency translation adjustment 4,018 4,018
Net loss for the period 31,039 31,039
Shares issued for loan settlement $ 1,111 1,098,889 1,100,000
Shares issued for loan settlement, shares   1,111,111          
Balance at Jun. 30, 2023 $ 832 $ 26,658 $ 4,845,066 $ 3,940 $ (5,111,032) $ (234,536)
Balance, shares at Jun. 30, 2023 832,000 26,657,921          
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss from continuing operations $ (188,283) $ (65,404)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization expenses 1,489 612
Shares issued for loan settlement 1,100,000
Changes in operating assets and liabilities:    
Deposit and prepayments (530,739) 4,109
Other receivables (90,277) (10,682)
Inventory (838,676)
Deferred revenue 1,821,076
Accounts payable 35,659
Accrued liabilities and other payables 57,980 (37,017)
Taxes payable 6,002
Net cash provided by (used in) continuing operations 1,374,231 (108,382)
Net cash (used in) provided by discontinued operations (235,556) 258,410
Net cash provided by operating activities 1,138,675 150,028
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of property, plant and equipment (7,529)
Net cash used in continuing operations (7,529)
Net cash (used in) provided by discontinued operations (75,967) 64,951
Net cash (used in) provided by investing activities (75,967) 57,422
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayment to related parties (64,462)
Proceeds from issuance of common and preferred stocks 50,000
Proceeds from related parties 3,904
Proceeds from loans 555,900 21,679
Net cash provided by continuing operations 491,438 75,583
Net cash used in discontinued operations (744,664) (292,639)
Net cash used in financing activities (253,226) (217,056)
Effect of exchange gain (loss) on cash and cash equivalents (16,434) 20,574
NET INCREASE IN CASH & CASH EQUIVALENTS 793,047 10,968
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD 163,439 80,306
CASH & CASH EQUIVALENTS, END OF PERIOD 956,486 91,274
Cash and cash equivalents 899,230 63,521
Cash and cash equivalents included in assets classified as held for sale 57,256 27,753
Total of cash and cash equivalents 956,486 91,274
Continuing operations:    
Cash paid for interest 7,118 67
Cash paid for income tax 9
Discontinued operations:    
Cash paid for interest
Cash paid for income tax
Continuing operations:    
Common stock issued for loan settlement $ 1,100,000 $ 52,000
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

NOTE- 1 ORGANIZATION AND BUSINESS BACKGROUND

 

VIVIC CORP. (the “Company” or “VIVC”) was established under the corporate laws of the State of Nevada on February 16, 2017. In December 2018, the Company expanded its business operations to include marine tourism. In addition, the Company entered into the businesses of constructing marinas and constructing yachts in mainland China under the brand “Monte Fino”. Monte Fino is a well-known brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world.

 

The Company also operates “Joy Wave”(享浪),an online yacht rental and leisure service business in Guangzhou, China. In mainland China and Taiwan, primarily through the Internet, the Company provides third-party yacht and marine tourism services. This marine tourism involves visits to high quality coastal tourist attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou. The field of marine tourism has expanded in recent years as the number of yachts that can be rented has been increased through yacht-sharing programs which make such opportunities available to more customers, though for limited time periods.

 

The Company also seeks to develop energy-saving yacht engines. It believes it has advanced technologies, that can enable it to produce engines that are 50% more efficient than those currently available. This energy-saving and innovative technology may be applied to new energy-saving engines for yachts. This innovative technology may bring favorable changes to the yachting industry and promote low-carbon tourism for global environmental protection.

 

On January 3, 2021, the Company entered into a Joint Venture and Cooperation Agreement to invest in Shenzhen Ocean Way Yachts Services Co., Ltd and its subsidiaries. On March 22, 2022, the Company sold its shares of Ocean Way and its subsidiaries to a third-party for $160,499 (RMB1,080,000).

 

On July 26, 2022, Khashing Yachts Industry (Guangdong) Limited changed its name to Guangdong Weiguan Ship Tech Co., Ltd (“Weiguan Ship”).

 

On July 6, 2022, Zhejiang Jiaxu Yacht Company Limited changed its name to Wenzhou Jiaxu Yacht Company Limited (“Jiaxu”).

 

On August 10, 2022, the noncontrolling shareholder surrendered its 30% of Wenzhou Jiaxu Yacht Company Limited to the Company, and Jiaxu became a wholly-owned subsidiary of the Company.

 

 

The Company also has a branch in the Republic of China (“ROC” or “Taiwan”), Vivic Corp. Taiwan Branch (“Vivic Taiwan”). It is mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries.

 

On July 12, 2023, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”, son of Shang-Chiai Kung, the Company’s principal shareholder, President and Chief Executive Officer) pursuant to which Mr. Kung acquired all of the shares of Weiguan Ship. In consideration for its interest in Weiguan Ship, the Company received nominal monetary consideration and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes.

 

Description of subsidiaries as of June 30, 2023

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of issued/

registered share

capital

 

Effective

interest

held

Vivic Corporation (Hong Kong) Co., Limited   Hong Kong   Investment holding and tourism consultancy service   52,000,000 ordinary shares for HK$2,159,440   100%
                 
Guangdong Weiguan Ship Tech Co., Ltd. (formerly Khashing Yachts Industry (Guangdong) Limited)   The People’s Republic of China   Tourism consultancy service and provision of yacht service  

Registered: RMB10,000,000

Paid up: RMB4,236,132

  100%
                 
Wenzhou Jiaxu Yacht Company Limited   The People’s Republic of China   Provision of yacht service  

Registered: RMB1,000,000

Paid up: RMB1,000,000

  100%
                 
 Vivic Corp. Taiwan Branch   The Republic of China (Taiwan)   Provision of yacht service  

Registered: TWD 5,000,000

Paid up: TWD5,000,000

   100%

 

VIVC and its subsidiaries are hereinafter referred to as (the “Company”).

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE- 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

 

Basis of presentation

 

These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. The interim unaudited condensed consolidated financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, previously filed with the SEC on March 30, 2023.

 

 

Use of estimates

 

Preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Actual results may differ from these estimates.

 

Principles of consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Cash and cash equivalents

 

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

 

Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2023 and December 31, 2022, the Company had no allowance for doubtful accounts from the continuing operations, respectively.

 

Property, plant, and equipment

 

Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking into account their estimated residual values:

 

    Expected useful life
Service yacht   10 years
Motor vehicle   5 years
Office equipment   5 years

 

 

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Intangible assets, net

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years.

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. During the three and six months ended June 30, 2023 and 2022 there were no intangible asset impairments to be recorded.

 

Deferred revenue

 

Deferred revenue represents advance payments made by a customer for goods and services the company will provide in the future. Due to its short-term nature, deferred revenue is usually satisfied within the 12 months.

 

Revenue recognition

 

In accordance with Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from processing, distribution, and sales of its products.

 

Comprehensive income/(loss)

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display comprehensive income, its components, and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of stockholders’ equity deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income/(loss) is not included in the computation of income tax expense or benefit.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

 

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations.

 

The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company and its subsidiaries operating in PRC, Taiwan and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”), New Taiwan Dollar (“TWD”) and Hong Kong dollars (“HK$”), each of which is a functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets, and liabilities of the Company’s subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed consolidated statements of changes in stockholder’s equity deficit.

 

Translation of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and 2022.

 

   June 30, 2023   June 30, 2022   December 31, 2022 
Period/year-end RMB:US$ exchange rate   7.2516    6.6977    6.8972 
Period/annual average RMB:US$ exchange rate   6.9300    6.4787    6.7290 
Period/year-end HK$:US$ exchange rate   7.8370    7.8467    7.8015 
Period/annual average HK$:US$ exchange rate   7.8370    7.8257    7.8306 
Period/year-end TWD:US$ exchange rate   31.1526    29.7404    30.7300 
Period/annual average TWD:US$ exchange rate   30.5810    28.7168    29.7963 

 

Lease

 

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

 

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

 

The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component.

 

 

Noncontrolling interest

 

The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total stockholders’ deficit on the condensed consolidated balance sheets and the net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the periods. Diluted loss per share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive.

 

Related parties

 

Parties, which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Concentrations and credit risk

 

The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
   
Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and
   
Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Value-Added Tax

 

Enterprises or individuals who sell commodities, engage in repair and consultation services in the PRC are subject to a value added tax in accordance with PRC Laws. The VAT standard rate had been 17% of the gross sale price until April 30, 2018, after which date the rate was reduced to 16%. VAT rate was further reduced to 13% starting from April 1, 2019. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on the sales of the finished products.

 

Reclassification

 

Certain prior period accounts have been reclassified in conformity with current period’s presentation including reclassification of due to related party from other payables. These reclassifications had no impact on the reported results of operations and cash flows.

 

Recent accounting pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2023. The adoption did not have significant impact on the Company’s unaudited condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its unaudited condensed consolidated financial statements and related disclosures.

 

 

v3.23.2
DISCONTINUED OPERATIONS
6 Months Ended
Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

NOTE - 3 DISCONTINUED OPERATIONS

 

On July 12, 2023, Vivic Hong Kong, a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”) pursuant to which Mr. Kung acquired all of the shares of Weiguan Ship for nominal monetary consideration and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes. Management of the Company elected to dispose of Weiguan Ship due to its history of losses and anticipated losses, and the Company’s potential liability for the amount of the subscribed capital contributions in Weiguan Ship.

 

Assets and liabilities of Weiguan Ship and its subsidiaries (the “Disposal Group”) were classified as “Assets classified as held for sale” and “Liabilities directly associated with assets classified as held for sale” in the Company’s consolidated balance sheets, respectively. The following table summarizes the net assets and liabilities of the Disposal Group as of the dates indicated.

 

  

As of June 30 ,

2023

 
ASSETS     
Current assets     
Cash and cash equivalents  $57,256 
Deposit and prepayments   267,832 
Inventory   1,553,453 
Other receivables   88,695 
Due from related parties   33,268 
Total current assets   2,000,504 
Non-current assets     
Property and equipment, net   355,885 
Construction in progress   74,349 
Operating lease right-of-use assets   287,646 
Total non-current assets   717,880 
Total assets  $2,718,384 
LIABILITIES     
Current liabilities     
Accounts payable  $433,325 
Other payables and accrued liabilities   239,776 
Deferred revenue   1,086,306 
Due to related parties   289,849 
Income tax payable   5,183 
Operating lease liabilities-current   123,158 
Total current liabilities   2,177,597 
Operating lease liabilities-noncurrent   131,917 
Total non-current liabilities   131,917 
Total liabilities  $2,309,514 

 

 

The operations of Weiguan Ship and its subsidiaries are accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented. The following table presents the components of discontinued operations reported in the consolidated statements of operations:

 

                   2023   2022 
     For the three months,
ended June 30,
    For the six months,
ended June 30,
 
     2023       2022       2023  20222
Revenue, Net  $ 912,668     $ 10,810     $957,667   $11,868 
Cost of Sales    583,867       8,940      650,586    9,890 
Gross Profit    328,801       1,870      307,081    1,978 
Operating Expenses                          
Selling Expenses    61,184       -      112,054    - 
G&A Expenses    147,367       304,002      335,556    507,774 
Loss from Operations    120,250       (302,132 )    (140,529)   (505,796)
Other Income (Expense)                          
Investment gain (loss)    -       (1,242 )    -    60,336 
Interest expense    (4,619 )     7,893      (9,549)   (67)
Interest income    -       219      -    351 
Other income (expenses)    (1,855 )     2,271      37,173    2,435 
                           
Total Other Income (Expenses)    (6,474 )     9,141      27,624    63,055 
Income (Loss) Before Income Taxes    113,776       (292,991 )    (112,905)   (442,741)
Net Loss from discontinued operations  $ 113,776     $ (292,991 )   $(112,905)  $(442,741)

 

v3.23.2
GOING CONCERN UNCERTAINTIES
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN UNCERTAINTIES

NOTE- 4 GOING CONCERN UNCERTAINTIES

 

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company had $899,230 of cash and cash equivalents and a working capital deficit of $15,925 as of June 30, 2023 and incurred a net loss of $82,737 and $188,283 from the Company’s continuing operations during the three and six months ended June 30, 2023.

 

The continuation of the Company as a going concern through the one year period from the date on which this report is filed is dependent upon continued financial support from its related parties loans or investments by third parties. The Company is actively pursuing additional financing for its operations via potential loans and equity issuances. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.

 

Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that this report is issued. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements contained in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result if the Company is able to continue as a going concern.

 

v3.23.2
PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

NOTE- 5 PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

 

Property and equipment from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Office equipment  $2,632   $2,668 
Subtotal   2,632    2,668 
Less: accumulated depreciation   (1,425)   (1,210)
Property, plant and equipment, net  $1,207   $1,458 

 

 

Depreciation expense for the six months ended June 30, 2023 and 2022 from the Company’s continuing operations were $235 and $186, respectively.

 

Depreciation expense for the three months ended June 30, 2023 and 2022 from the Company’s continuing operations were $118 and $93, respectively.

 

As of June 30, 2023, the net total property and equipment from discontinued operations was $355,885 (Note 3).

 

As of June 30, 2023, the total construction in progress from discontinued operations was $74,349 (Note 3).

 

v3.23.2
INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

NOTE- 6 INTANGIBLE ASSETS

 

Intangible assets from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Software  $7,383   $7,485 
Total intangible assets   7,383    7,485 
Less: accumulated amortization   (2,871)   (1,663)
           
Intangible assets, net  $4,512   $5,822 

 

Amortization expense for the six months ended June 30, 2023 and 2022 from the Company’s continuing operations were $1,254 and $427, respectively.

 

Amortization expense for the three months ended June 30, 2023 and 2022 from the Company’s continuing operations were $623 and $427, respectively.

 

v3.23.2
INVENTORY
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORY

NOTE- 7 INVENTORY

 

Inventory from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Finished goods  $823,288   $- 
Total inventory   823,288    - 
Less: inventory impairment   -    -
Inventory, net  $823,288   $       - 

 

As of June 30, 2023, the total inventory from discontinued operations was $1,553,453. (Note 3)

 

 

v3.23.2
ACCRUED LIABILITIES AND OTHER PAYABLES
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
ACCRUED LIABILITIES AND OTHER PAYABLES

NOTE- 8 ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Accrued penalty  $60,000   $- 
Accrued salaries   1,385    1,236 
Accrued consulting fee   90,000    60,000 
Other payables   53,579    193,343 
Total accrued liabilities and other payable  $204,964   $254,579 

 

The Company is currently in ongoing discussions with the Staff of the Securities and Exchange Commission with respect to a resolution of a claim with respect to the NT 10-K filed in May 2022. The Company has submitted an Offer of Settlement in which it agrees to cease and desist from committing or causing any future violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-25 and 13a-11 thereunder and pay a civil monetary penalty of $60,000. The Company’s offer has yet to be accepted by the SEC. The Company recorded this penalty as an accrued penalty as of June 30, 2023.

 

Accrued liabilities and other payables are the expenses that will be settled in next twelve months.

 

As of June 30, 2023, the total accrued liabilities and other payables from discontinued operations was $239,776. (Note 3)

 

v3.23.2
LEASES
6 Months Ended
Jun. 30, 2023
Leases  
LEASES

NOTE-9 LEASES

 

The Company purchased a service vehicle under a financing lease arrangement with total payments of $18,146 (RMB117,043) starting August 1, 2019, with an effective interest rate of 2.25% per annum, due through May 1, 2022, with principal and interest payable monthly.

 

The Company leases premises for offices and docks for operations under non-cancelable operating leases with initial terms of 5 years and an effective interest rate of 5.168% per annum. Operating lease payments are expended over the term of lease. The Company’s leases do not include options to extend. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. Supplemental balance sheet information related to leases from the Company’s discontinued operations as of June 30, 2023 is as follows (Note 3)

 

   June 30, 2023 
Operating leases:     
Operating lease right-of-use assets  $287,646 
      
Operating lease liabilities-current  $123,158 
Operating lease liabilities-noncurrent   131,917 
      
Total  $255,075 

 

v3.23.2
LOAN PAYABLE
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
LOAN PAYABLE

NOTE- 10 LOAN PAYABLE

 

On March 13, 2023, Vivic Taiwan entered a loan agreement with a third-party individual. Vivic Taiwan borrowed TWD 5,000,000 ($164,042) from this individual for a term of one year, with annual interest of 10%, the interest is to be paid monthly. Vivic Taiwan was required to pay the interest for the first and second months on the 15th of the month the Company received the loan proceeds. During the three and six months ended June 30, 2023, the Company recorded interest expense from the Company’s continuing operations of $4,074 and $6,285, respectively. The loan is collateralized by 162,391 shares of the Company’s common stock owned by the son of the Company’s CEO (Mr. Yun-Kuang Kung). The fair value of 162,391 shares was $82,836 on March 13, 2023. When the loan matures, the lender has the option to ask for cash repayment from the Company or keep the 162,391 shares of the Company’s stock as repayment in full. If the lender decides to keep the 162,391 shares at maturity of the loan, the Company will repay TWD 5,000,000 ($164,042) to Yun-Kuang Kung without any interest. If the Company is not able to repay Yun-Kuang Kung by March 15, 2025, the Company is required to issue a number of shares equivalent to the loan amount based upon the fair market value of the shares at such date, plus 10% more shares.

 

 

On May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000 ($381,658) from the bank for a term of one year, with an annual interest rate of approximately 3%, the interest is to be paid monthly. During the six months ended June 30, 2023, the Company recorded interest expense from the Company’s continuing operations of $833. The loan is collateralized by a piece of land and real property. In addition, the loan is guaranteed by Yun-Kuang Kung (son of Shang-Chiai Kung CEO of Vivic Corp) and Kung Huang Liu Shiang (spouse of Shang-Chiai Kung CEO of Vivic Corp).

 

v3.23.2
SBA LOAN PAYABLE
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
SBA LOAN PAYABLE

NOTE- 11 SBA LOAN PAYABLE

 

On June 23, 2020, Vivic Corp. received an $87,500 Economic Injury Disaster Loan (“EIDL loan”) from the Small Business Administration (“SBA”). This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19) epidemic, to help businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has an annual interest rate of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $427 monthly will begin 30 months from the loan disbursement date. Due to the fact that the loan repayment was deferred for 30 months, the payments are going 100% toward the interest since the interest started to accrue from the original disbursement date. For the six months ended June 30, 2023 and 2022, the Company made payments of interest of $2,562 and $0 on the EIDL loan, respectively.

 

As of June 30, 2023, the future minimum EIDL loan payments from the Company’s continuing operations to be paid by year are as follows:

 

Year Ending June 30,  Amount 
2024  $5,124 
2025   5,124 
2026   5,124 
2027   5,124 
2028   5,124 
Thereafter   61,880 
Total  $87,500 

 

v3.23.2
STOCKHOLDERS’ DEFICIT
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE- 12 STOCKHOLDERS’ DEFICIT

 

Authorized Shares

 

The Company is authorized to issue 5,000,000 shares of preferred stock and 70,000,000 shares of common stock each with a par value of $0.001 per share.

 

Preferred Stock

 

As of June 30, 2023 and December 31, 2022, the Company had 832,000 shares of its preferred stock issued and outstanding.

 

Common Stock

 

On February 15, 2022, the Company issued 50,000 shares of common stock to settle a debt in the amount of $50,000, at an agreed conversion price of $1.00 per share. A loss of $2,000 on the loan settlement has been recognized for the three months ended March 31, 2022.

 

On March 22, 2022, the Company cancelled 60,000 shares of common stock previously issued to its former CFO due to termination of employment.

 

 

On May 26, 2023, the Company issued 1,111,111 shares of common stock to settle a debt due to Yun-Kuang Kung in the amount of $1,100,000, at a conversion price of $0.99 per share.

 

As of June 30, 2023 and December 31, 2022, the Company had 26,657,921 and 25,546,810 shares of its common stock issued and outstanding, respectively.

 

v3.23.2
NET LOSS PER SHARE OF COMMON STOCK
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
NET LOSS PER SHARE OF COMMON STOCK

NOTE- 13 NET LOSS PER SHARE OF COMMON STOCK

 

Basic net (loss) income per share is computed using the weighted average number of shares of common stock outstanding during the periods. The dilutive effect of potential common stock outstanding is included in diluted net (loss) income per share of common stock. The following table sets forth the computation of basic and diluted net loss per share from the Company’s continuing operations for the three and six months ended June 30, 2023 and 2022:

 

   2023   2022 
   Three months ended June 30, 
   2023   2022 
Net income (loss) for basic and diluted attributable to Vivic Corp.  $31,039   $(298,423)
Weighted average common stock outstanding – Basic and Diluted   25,974,160    25,546,810 
Net loss per share of common stock – basic and diluted  $(0.00)  $(0.01)

 

   2023   2022 
   Six months ended June 30, 
   2023   2022 
Net loss for basic and diluted attributable to Vivic Corp.  $(301,188)  $(473,587)
Weighted average common stock outstanding – Basic and Diluted   25,761,666    25,552,004 
Net loss per share of common stock – basic and diluted  $(0.01)  $(0.02)

 

v3.23.2
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE- 14 RELATED PARTY TRANSACTIONS

 

a. Related parties

 

Name of Related Party   Relationship to the Company
Yun-Kuang Kung   Son of Shang-Chiai Kung CEO of Vivic Corp.
Kung Huang Liu Shiang spouse   Spouse of Shang-Chiai Kung CEO of Vivic Corp.
Yufei Zeng   Stockholder of Vivic Corp.
Shang-Chiai Kung   CEO of Vivic Corp.
Kun-Teng Liao   Secretary and Board Member

 

b. Due from related parties, net

 

As of June 30, 2023, the due from related parties from discontinued operations was $33,268. (Note 3)

 

c. Due to related parties, net

 

Due to related parties from the Company’s continuing operations consisted of the following:

 

Name  June 30,
2023
   December 31,
2022
 
Yun-Kuang Kung  $999   $63,770 
Kung Huang Liu Shiang spouse   286    - 
Shang-Chiai Kung   190,416    209,940 
Kun-Teng Liao   -    -
Total  $191,701   $273,710 

 

As of June 30, 2023, the due to related parties from discontinued operations was $289,849. (Note 3)

 

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

 

Due to related parties represented temporary advances to the Company by the stockholders or senior management of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interest from related parties’ loan are not significant.

 

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

 

v3.23.2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE- 15 COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2023 and December 31, 2022, the Company has no material commitments and contingencies from the Company’s continuing operations.

 

As of June 30, 2023 and December 31, 2022, the Company has no material commitments and contingencies from the Company’s discontinued operations.

 

v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE- 16 SUBSEQUENT EVENTS

 

On July 12, 2023, Vivic Hong Kong, a wholly-owned subsidiary of Vivic Corp. (the “Company”), entered into a Stock Purchase Agreement with Yun-Kuang Kung, pursuant to which Mr. Kung acquired all of the shares of Guangdong Weiguan Ship Tech Co., Ltd. (“Weiguan Ship”). The divestiture of Weiguan Ship Tech is part of the Company’s plan to concentrate primarily on its business in Taiwan for the immediate future which has shown significant growth in the past three months.

 

In consideration for its interest in Weiguan Ship, the Company received nominal monetary consideration and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes.

 

In connection with the sale, the Company commissioned and received an appraisal of Weiguan Ship. In its report the appraiser noted that although Weiguan Ship had a value of approximately RMB 565,000 on a projected income basis, it had negative net assets (shareholders’ equity) in excess of RMB 8,200,000 yuan and Vivic Hong Kong and indirectly, the Company, could be held liable for any liability up to the amount of the subscribed capital contributions in Weiguan Ship. Thus, given the desire of management to focus on the Company’s Taiwan operations, management concluded it was in the best interest of the Company to sell Weiguan Ship to Mr. Kung, the son of Shang-Chiai Kung, the Company’s principal shareholder, President and Chief Executive Officer, in return for his agreement to indemnify the Company against any claims that might arise in respect of the operations of Weiguan Ship and its subsidiaries.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. The interim unaudited condensed consolidated financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, previously filed with the SEC on March 30, 2023.

 

 

Use of estimates

Use of estimates

 

Preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Actual results may differ from these estimates.

 

Principles of consolidation

Principles of consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Cash and cash equivalents

Cash and cash equivalents

 

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

 

Accounts receivable

Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2023 and December 31, 2022, the Company had no allowance for doubtful accounts from the continuing operations, respectively.

 

Property, plant, and equipment

Property, plant, and equipment

 

Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking into account their estimated residual values:

 

    Expected useful life
Service yacht   10 years
Motor vehicle   5 years
Office equipment   5 years

 

 

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Intangible assets, net

Intangible assets, net

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years.

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. During the three and six months ended June 30, 2023 and 2022 there were no intangible asset impairments to be recorded.

 

Deferred revenue

Deferred revenue

 

Deferred revenue represents advance payments made by a customer for goods and services the company will provide in the future. Due to its short-term nature, deferred revenue is usually satisfied within the 12 months.

 

Revenue recognition

Revenue recognition

 

In accordance with Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from processing, distribution, and sales of its products.

 

Comprehensive income/(loss)

Comprehensive income/(loss)

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display comprehensive income, its components, and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of stockholders’ equity deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income/(loss) is not included in the computation of income tax expense or benefit.

 

Income taxes

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

 

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

 

Foreign currencies translation

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations.

 

The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company and its subsidiaries operating in PRC, Taiwan and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”), New Taiwan Dollar (“TWD”) and Hong Kong dollars (“HK$”), each of which is a functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets, and liabilities of the Company’s subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed consolidated statements of changes in stockholder’s equity deficit.

 

Translation of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and 2022.

 

   June 30, 2023   June 30, 2022   December 31, 2022 
Period/year-end RMB:US$ exchange rate   7.2516    6.6977    6.8972 
Period/annual average RMB:US$ exchange rate   6.9300    6.4787    6.7290 
Period/year-end HK$:US$ exchange rate   7.8370    7.8467    7.8015 
Period/annual average HK$:US$ exchange rate   7.8370    7.8257    7.8306 
Period/year-end TWD:US$ exchange rate   31.1526    29.7404    30.7300 
Period/annual average TWD:US$ exchange rate   30.5810    28.7168    29.7963 

 

Lease

Lease

 

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

 

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

 

The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component.

 

 

Noncontrolling interest

Noncontrolling interest

 

The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total stockholders’ deficit on the condensed consolidated balance sheets and the net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Net loss per share

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the periods. Diluted loss per share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive.

 

Related parties

Related parties

 

Parties, which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Concentrations and credit risk

Concentrations and credit risk

 

The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

 

Fair value of financial instruments

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
   
Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and
   
Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Value-Added Tax

Value-Added Tax

 

Enterprises or individuals who sell commodities, engage in repair and consultation services in the PRC are subject to a value added tax in accordance with PRC Laws. The VAT standard rate had been 17% of the gross sale price until April 30, 2018, after which date the rate was reduced to 16%. VAT rate was further reduced to 13% starting from April 1, 2019. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on the sales of the finished products.

 

Reclassification

Reclassification

 

Certain prior period accounts have been reclassified in conformity with current period’s presentation including reclassification of due to related party from other payables. These reclassifications had no impact on the reported results of operations and cash flows.

 

Recent accounting pronouncements

Recent accounting pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2023. The adoption did not have significant impact on the Company’s unaudited condensed consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its unaudited condensed consolidated financial statements and related disclosures.

v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES

Description of subsidiaries as of June 30, 2023

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of issued/

registered share

capital

 

Effective

interest

held

Vivic Corporation (Hong Kong) Co., Limited   Hong Kong   Investment holding and tourism consultancy service   52,000,000 ordinary shares for HK$2,159,440   100%
                 
Guangdong Weiguan Ship Tech Co., Ltd. (formerly Khashing Yachts Industry (Guangdong) Limited)   The People’s Republic of China   Tourism consultancy service and provision of yacht service  

Registered: RMB10,000,000

Paid up: RMB4,236,132

  100%
                 
Wenzhou Jiaxu Yacht Company Limited   The People’s Republic of China   Provision of yacht service  

Registered: RMB1,000,000

Paid up: RMB1,000,000

  100%
                 
 Vivic Corp. Taiwan Branch   The Republic of China (Taiwan)   Provision of yacht service  

Registered: TWD 5,000,000

Paid up: TWD5,000,000

   100%
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVE

Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking into account their estimated residual values:

 

    Expected useful life
Service yacht   10 years
Motor vehicle   5 years
Office equipment   5 years
SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS

Translation of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and 2022.

 

   June 30, 2023   June 30, 2022   December 31, 2022 
Period/year-end RMB:US$ exchange rate   7.2516    6.6977    6.8972 
Period/annual average RMB:US$ exchange rate   6.9300    6.4787    6.7290 
Period/year-end HK$:US$ exchange rate   7.8370    7.8467    7.8015 
Period/annual average HK$:US$ exchange rate   7.8370    7.8257    7.8306 
Period/year-end TWD:US$ exchange rate   31.1526    29.7404    30.7300 
Period/annual average TWD:US$ exchange rate   30.5810    28.7168    29.7963 
v3.23.2
DISCONTINUED OPERATIONS (Tables)
6 Months Ended
Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF DISCONTINUED OPERATIONS

 

  

As of June 30 ,

2023

 
ASSETS     
Current assets     
Cash and cash equivalents  $57,256 
Deposit and prepayments   267,832 
Inventory   1,553,453 
Other receivables   88,695 
Due from related parties   33,268 
Total current assets   2,000,504 
Non-current assets     
Property and equipment, net   355,885 
Construction in progress   74,349 
Operating lease right-of-use assets   287,646 
Total non-current assets   717,880 
Total assets  $2,718,384 
LIABILITIES     
Current liabilities     
Accounts payable  $433,325 
Other payables and accrued liabilities   239,776 
Deferred revenue   1,086,306 
Due to related parties   289,849 
Income tax payable   5,183 
Operating lease liabilities-current   123,158 
Total current liabilities   2,177,597 
Operating lease liabilities-noncurrent   131,917 
Total non-current liabilities   131,917 
Total liabilities  $2,309,514 

 

 

The operations of Weiguan Ship and its subsidiaries are accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented. The following table presents the components of discontinued operations reported in the consolidated statements of operations:

 

                   2023   2022 
     For the three months,
ended June 30,
    For the six months,
ended June 30,
 
     2023       2022       2023  20222
Revenue, Net  $ 912,668     $ 10,810     $957,667   $11,868 
Cost of Sales    583,867       8,940      650,586    9,890 
Gross Profit    328,801       1,870      307,081    1,978 
Operating Expenses                          
Selling Expenses    61,184       -      112,054    - 
G&A Expenses    147,367       304,002      335,556    507,774 
Loss from Operations    120,250       (302,132 )    (140,529)   (505,796)
Other Income (Expense)                          
Investment gain (loss)    -       (1,242 )    -    60,336 
Interest expense    (4,619 )     7,893      (9,549)   (67)
Interest income    -       219      -    351 
Other income (expenses)    (1,855 )     2,271      37,173    2,435 
                           
Total Other Income (Expenses)    (6,474 )     9,141      27,624    63,055 
Income (Loss) Before Income Taxes    113,776       (292,991 )    (112,905)   (442,741)
Net Loss from discontinued operations  $ 113,776     $ (292,991 )   $(112,905)  $(442,741)
v3.23.2
PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

Property and equipment from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Office equipment  $2,632   $2,668 
Subtotal   2,632    2,668 
Less: accumulated depreciation   (1,425)   (1,210)
Property, plant and equipment, net  $1,207   $1,458 
v3.23.2
INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS

Intangible assets from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Software  $7,383   $7,485 
Total intangible assets   7,383    7,485 
Less: accumulated amortization   (2,871)   (1,663)
           
Intangible assets, net  $4,512   $5,822 
v3.23.2
INVENTORY (Tables)
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY

Inventory from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Finished goods  $823,288   $- 
Total inventory   823,288    - 
Less: inventory impairment   -    -
Inventory, net  $823,288   $       - 
v3.23.2
ACCRUED LIABILITIES AND OTHER PAYABLES (Tables)
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE

Accrued liabilities and other payables from the Company’s continuing operations consisted of the following:

 

   June 30, 2023   December 31, 2022 
         
Accrued penalty  $60,000   $- 
Accrued salaries   1,385    1,236 
Accrued consulting fee   90,000    60,000 
Other payables   53,579    193,343 
Total accrued liabilities and other payable  $204,964   $254,579 
v3.23.2
LEASES (Tables)
6 Months Ended
Jun. 30, 2023
Leases  
SCHEDULE OF LEASE LIABILITY

 

   June 30, 2023 
Operating leases:     
Operating lease right-of-use assets  $287,646 
      
Operating lease liabilities-current  $123,158 
Operating lease liabilities-noncurrent   131,917 
      
Total  $255,075 
v3.23.2
SBA LOAN PAYABLE (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF EIDL LOAN PAYMENTS

As of June 30, 2023, the future minimum EIDL loan payments from the Company’s continuing operations to be paid by year are as follows:

 

Year Ending June 30,  Amount 
2024  $5,124 
2025   5,124 
2026   5,124 
2027   5,124 
2028   5,124 
Thereafter   61,880 
Total  $87,500 
v3.23.2
NET LOSS PER SHARE OF COMMON STOCK (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
SCHEDULE OF NET LOSS PER SHARE

 

   2023   2022 
   Three months ended June 30, 
   2023   2022 
Net income (loss) for basic and diluted attributable to Vivic Corp.  $31,039   $(298,423)
Weighted average common stock outstanding – Basic and Diluted   25,974,160    25,546,810 
Net loss per share of common stock – basic and diluted  $(0.00)  $(0.01)

 

   2023   2022 
   Six months ended June 30, 
   2023   2022 
Net loss for basic and diluted attributable to Vivic Corp.  $(301,188)  $(473,587)
Weighted average common stock outstanding – Basic and Diluted   25,761,666    25,552,004 
Net loss per share of common stock – basic and diluted  $(0.01)  $(0.02)
v3.23.2
RELATED PARTY TRANSACTIONS (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF DUE TO RELATED PARTIES

Due to related parties from the Company’s continuing operations consisted of the following:

 

Name  June 30,
2023
   December 31,
2022
 
Yun-Kuang Kung  $999   $63,770 
Kung Huang Liu Shiang spouse   286    - 
Shang-Chiai Kung   190,416    209,940 
Kun-Teng Liao   -    -
Total  $191,701   $273,710 
v3.23.2
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES (Details)
3 Months Ended 6 Months Ended
Mar. 13, 2023
USD ($)
shares
Jun. 30, 2023
USD ($)
Mar. 31, 2022
USD ($)
Jun. 30, 2023
CNY (¥)
shares
Jun. 30, 2023
HKD ($)
shares
Jun. 30, 2023
TWD ($)
shares
Jun. 30, 2023
CNY (¥)
Jun. 30, 2023
TWD ($)
Dec. 31, 2022
USD ($)
Ordinary shares | shares 82,836                
Ordinary shares, value $ 162,391 $ 1,100,000 $ 52,000            
Paid in capital   $ 4,845,066             $ 3,746,177
Vivic Corporation Co Limited [Member]                  
Place of incorporationand kind of legal entity       Hong Kong Hong Kong Hong Kong      
Principal activities and place of operation       Investment holding and tourism consultancy service Investment holding and tourism consultancy service Investment holding and tourism consultancy service      
Ordinary shares | shares       52,000,000 52,000,000 52,000,000      
Ordinary shares, value         $ 2,159,440        
Effective interest held   100.00%         100.00% 100.00%  
Guangdong Weiguan Ship Tech Co Ltd [Member]                  
Place of incorporationand kind of legal entity       The People’s Republic of China The People’s Republic of China The People’s Republic of China      
Principal activities and place of operation       Tourism consultancy service and provision of yacht service Tourism consultancy service and provision of yacht service Tourism consultancy service and provision of yacht service      
Ordinary shares, value | ¥       ¥ 10,000,000          
Effective interest held   100.00%         100.00% 100.00%  
Paid in capital | ¥             ¥ 4,236,132    
Wenzhou Jiaxu Yacht Company Limited [Member]                  
Place of incorporationand kind of legal entity       The People’s Republic of China The People’s Republic of China The People’s Republic of China      
Principal activities and place of operation       Provision of yacht service Provision of yacht service Provision of yacht service      
Ordinary shares, value       ¥ 1,000,000   $ 5,000,000      
Effective interest held   100.00%         100.00% 100.00%  
Paid in capital | ¥             ¥ 1,000,000    
Vivic Corp Taiwan Branch [Member]                  
Place of incorporationand kind of legal entity       The Republic of China (Taiwan) The Republic of China (Taiwan) The Republic of China (Taiwan)      
Principal activities and place of operation       Provision of yacht service Provision of yacht service Provision of yacht service      
Effective interest held   100.00%         100.00% 100.00%  
Paid in capital               $ 5,000,000  
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative)
3 Months Ended
Mar. 13, 2023
USD ($)
Mar. 22, 2022
USD ($)
Mar. 22, 2022
CNY (¥)
Jun. 30, 2023
USD ($)
Mar. 31, 2022
USD ($)
Aug. 10, 2022
Stock issued during period value new issues $ 162,391     $ 1,100,000 $ 52,000  
Wenzhou Jiaxu [Member]            
Noncontrolling shareholder surrendered percentage           30.00%
Yachts Services Co Ltd [Member]            
Stock issued during period value new issues   $ 160,499 ¥ 1,080,000      
v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVE (Details)
Jun. 30, 2023
Service Yacht [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 10 years
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 5 years
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 5 years
v3.23.2
SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS (Details)
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Period-End RMB:US Exchange Rate [Member]      
Intercompany Foreign Currency Balance [Line Items]      
Period exchange rate 7.2516 6.8972 6.6977
Period Average RMB:US Exchange Rate [Member]      
Intercompany Foreign Currency Balance [Line Items]      
Period exchange rate 6.9300 6.7290 6.4787
Period-End HK US Exchange Rate [Member]      
Intercompany Foreign Currency Balance [Line Items]      
Period exchange rate 7.8370 7.8015 7.8467
Period Average HK US Exchange Rate [Member]      
Intercompany Foreign Currency Balance [Line Items]      
Period exchange rate 7.8370 7.8306 7.8257
Period End TWD US Exchange Rate [Member]      
Intercompany Foreign Currency Balance [Line Items]      
Period exchange rate 31.1526 30.7300 29.7404
Period Average TWD US Exchange Rate [Member]      
Intercompany Foreign Currency Balance [Line Items]      
Period exchange rate 30.5810 29.7963 28.7168
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Apr. 01, 2019
Apr. 30, 2018
Operating Loss Carryforwards [Line Items]              
Doubtful accounts $ 0   $ 0   $ 0    
Finite-lived intangible asset, useful life 10 years   10 years        
Impairment of intangible assets $ 0 $ 0 $ 0 $ 0      
Tax Year 2018 [Member]              
Operating Loss Carryforwards [Line Items]              
Value added tax percentage             17.00%
Tax Year 2018 [Member] | VAT Tax [Member]              
Operating Loss Carryforwards [Line Items]              
Value added tax percentage             16.00%
Tax Year 2019 [Member]              
Operating Loss Carryforwards [Line Items]              
Value added tax percentage           13.00%  
v3.23.2
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Current assets          
Cash and cash equivalents $ 899,230 $ 63,521 $ 899,230 $ 63,521 $ 73,998
Deposit and prepayments 966,789   966,789   451,583
Inventory 823,288   823,288  
Other receivables 88,620   88,620  
Total current assets 2,777,927   2,777,927   525,581
Non-current assets          
Property and equipment, net 1,207   1,207   1,458
Total non-current assets 5,719   5,719   7,280
TOTAL ASSETS 5,502,030   5,502,030   3,191,597
Current liabilities          
Accounts payable 35,005   35,005  
Other payables and accrued liabilities 204,964   204,964   254,579
Deferred revenue 2,356,290   2,356,290   576,449
Income tax payable 5,892   5,892  
Total current liabilities 2,793,852   2,793,852   1,104,738
TOTAL LIABILITIES 5,736,566   5,736,566   4,227,819
Operating Expenses          
G&A Expenses 109,103 27,814 152,436 56,597  
Loss from operations (109,103) (27,814) (152,436) (56,597)  
Other Income (Expense)          
Other income (expenses) 31,081 (106) (28,921) (235)  
Total other income (expenses), net 26,366 (927) (35,847) (8,798)  
Loss before income taxes (82,737) (28,741) (188,283) (65,395)  
Net Loss from discontinued operations 113,776 (292,991) (112,905) (442,741)  
Related Party [Member]          
Current liabilities          
Due to related parties 191,701   191,701   $ 273,710
Weigun Ship And Subsidiaries [Member]          
Current assets          
Cash and cash equivalents 57,256   57,256    
Deposit and prepayments 267,832   267,832    
Inventory 1,553,453   1,553,453    
Other receivables 88,695   88,695    
Total current assets 2,000,504   2,000,504    
Non-current assets          
Property and equipment, net 355,885   355,885    
Construction in progress 74,349   74,349    
Operating lease right-of-use assets 287,646   287,646    
Total non-current assets 717,880   717,880    
TOTAL ASSETS 2,718,384   2,718,384    
Current liabilities          
Accounts payable 433,325   433,325    
Other payables and accrued liabilities 239,776   239,776    
Deferred revenue 1,086,306   1,086,306    
Income tax payable 5,183   5,183    
Operating lease liabilities-current 123,158   123,158    
Total current liabilities 2,177,597   2,177,597    
Operating lease liabilities-noncurrent 131,917   131,917    
Total non-current liabilities 131,917   131,917    
TOTAL LIABILITIES 2,309,514   2,309,514    
Revenue, Net 912,668 10,810 957,667 11,868  
Cost of Sales 583,867 8,940 650,586 9,890  
Gross Profit 328,801 1,870 307,081 1,978  
Operating Expenses          
Selling Expenses 61,184 112,054  
G&A Expenses 147,367 304,002 335,556 507,774  
Loss from operations 120,250 (302,132) (140,529) (505,796)  
Other Income (Expense)          
Investment gain (loss) (1,242) 60,336  
Interest expense (4,619) 7,893 (9,549) (67)  
Interest income 219 351  
Other income (expenses) (1,855) 2,271 37,173 2,435  
Total other income (expenses), net (6,474) 9,141 27,624 63,055  
Loss before income taxes 113,776 (292,991) (112,905) (442,741)  
Net Loss from discontinued operations 113,776 $ (292,991) (112,905) $ (442,741)  
Weigun Ship And Subsidiaries [Member] | Related Party [Member]          
Current assets          
Due from related parties 33,268   33,268    
Current liabilities          
Due to related parties $ 289,849   $ 289,849    
v3.23.2
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Cash and cash equivalents $ 899,230 $ 63,521 $ 899,230 $ 63,521 $ 73,998
Working capital deficit 15,925   15,925    
Net loss $ 82,737 $ 28,741 $ 188,283 $ 65,404  
v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Subtotal $ 2,632 $ 2,668
Less: accumulated depreciation (1,425) (1,210)
Property, plant and equipment, net 1,207 1,458
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Subtotal $ 2,632 $ 2,668
v3.23.2
PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Multiemployer Plan [Line Items]          
Depreciation expense $ 118 $ 93 $ 235 $ 186  
Property and equipment from discontinued operations 1,207   1,207   $ 1,458
Weigun Ship And Subsidiaries [Member]          
Multiemployer Plan [Line Items]          
Property and equipment from discontinued operations 355,885   355,885    
Construction in progress $ 74,349   $ 74,349    
v3.23.2
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets $ 7,383 $ 7,485
Less: accumulated amortization (2,871) (1,663)
Intangible assets, net 4,512 5,822
Computer Software, Intangible Asset [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets $ 7,383 $ 7,485
v3.23.2
INTANGIBLE ASSETS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 623 $ 427 $ 1,254 $ 427
v3.23.2
SCHEDULE OF INVENTORY (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Finished goods $ 823,288
Total inventory 823,288
Less: inventory impairment
Inventory, net $ 823,288
v3.23.2
INVENTORY (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Multiemployer Plan [Line Items]    
Inventory $ 823,288
Weigun Ship And Subsidiaries [Member]    
Multiemployer Plan [Line Items]    
Inventory $ 1,553,453  
v3.23.2
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Accrued penalty $ 60,000
Accrued salaries 1,385 1,236
Accrued consulting fee 90,000 60,000
Other payables 53,579 193,343
Total accrued liabilities and other payable $ 204,964 $ 254,579
v3.23.2
ACCRUED LIABILITIES AND OTHER PAYABLES (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Multiemployer Plan [Line Items]    
Accrued penalty $ 60,000
Total accrued liabilities and other payable 204,964 $ 254,579
Weigun Ship And Subsidiaries [Member]    
Multiemployer Plan [Line Items]    
Total accrued liabilities and other payable $ 239,776  
v3.23.2
SCHEDULE OF LEASE LIABILITY (Details) - Discontinued Operations, Held-for-Sale [Member]
Jun. 30, 2023
USD ($)
Operating leases:  
Operating lease right-of-use assets $ 287,646
Operating lease liabilities-current 123,158
Operating lease liabilities-noncurrent 131,917
Total $ 255,075
v3.23.2
LEASES (Details Narrative)
3 Months Ended 6 Months Ended
Mar. 31, 2023
USD ($)
Jun. 30, 2023
CNY (¥)
Jan. 15, 2021
Finance Lease [Member]      
Lessee, Lease, Description [Line Items]      
Financing lease $ 18,146 ¥ 117,043  
Interest rate   2.25%  
Operating Lease [Member]      
Lessee, Lease, Description [Line Items]      
Lessee, operating lease, term of contract     5 years
Lessee, operating lease, discount rate     5.168%
v3.23.2
LOAN PAYABLE (Details Narrative)
3 Months Ended 6 Months Ended
Mar. 18, 2023
USD ($)
Mar. 18, 2023
CNY (¥)
Mar. 13, 2023
Mar. 13, 2023
USD ($)
Mar. 13, 2023
CNY (¥)
Mar. 13, 2023
USD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Financing Receivable, Modified [Line Items]                      
Interest expense             $ 4,715 $ 821   $ 6,926 $ 6,563
Share issued | shares           82,836          
Shares issued for loan settlement           $ 162,391 1,100,000   $ 52,000    
Vivic Taiwan [Member]                      
Financing Receivable, Modified [Line Items]                      
Borrowed loan $ 12,000,000 ¥ 381,658   $ 5,000,000 ¥ 164,042            
Annual interest rate 3.00% 3.00% 10.00% 10.00% 10.00% 10.00%          
Interest expense             $ 4,074     6,285  
Share issued | shares           162,391          
Repayment terms     When the loan matures, the lender has the option to ask for cash repayment from the Company or keep the 162,391 shares of the Company’s stock as repayment in full. If the lender decides to keep the 162,391 shares at maturity of the loan, the Company will repay TWD 5,000,000 ($164,042) to Yun-Kuang Kung without any interest. If the Company is not able to repay Yun-Kuang Kung by March 15, 2025, the Company is required to issue a number of shares equivalent to the loan amount based upon the fair market value of the shares at such date, plus 10% more shares                
Interest expense                   $ 833  
v3.23.2
SCHEDULE OF EIDL LOAN PAYMENTS (Details)
Jun. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
2024 $ 5,124
2025 5,124
2026 5,124
2027 5,124
2028 5,124
Thereafter 61,880
Total $ 87,500
v3.23.2
SBA LOAN PAYABLE (Details Narrative) - USD ($)
Jun. 30, 2023
Jun. 30, 2022
Jun. 23, 2020
Debt Disclosure [Abstract]      
Disaster Loan     $ 87,500
Annual interest     3.75%
Principal interest     $ 427
Repayment of interest $ 2,562 $ 0  
v3.23.2
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
May 26, 2023
Mar. 13, 2023
Mar. 22, 2022
Feb. 15, 2022
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Preferred Stock, Shares Authorized         5,000,000     5,000,000   5,000,000
Common Stock, Shares Authorized         70,000,000     70,000,000   70,000,000
Common Stock, Par or Stated Value Per Share         $ 0.001     $ 0.001   $ 0.001
Preferred stock, shares issued         832,000     832,000   832,000
Preferred stock, shares outstanding         832,000     832,000   832,000
Debt conversion, converted instrument, shares issued       50,000            
Debt conversion, converted instrument value       $ 50,000            
Conversion price $ 0.99     $ 1.00            
Loss on loan settlement         $ 2,000 $ 2,000  
Stock repurchased and retired during period, shares     60,000              
Shares issued for loan settlement, shares   82,836                
Shares issued for loan settlement   $ 162,391     $ 1,100,000   $ 52,000      
Common stock, shares, issued         26,657,921     26,657,921   25,546,810
Common stock, shares, outstanding         26,657,921     26,657,921   25,546,810
Common Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Shares issued for loan settlement, shares 1,111,111       1,111,111   50,000      
Shares issued for loan settlement $ 1,100,000       $ 1,111   $ 50      
v3.23.2
SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Earnings Per Share [Abstract]        
Net loss for basic and diluted attributable to Vivic Corp. $ 31,039 $ (298,423) $ (301,188) $ (473,587)
Weighted average common stock outstanding – Basic 25,974,160 25,546,810 25,761,666 25,552,004
Weighted average common stock outstanding Diluted 25,974,160 25,546,810 25,761,666 25,552,004
Net loss per share of common stock – basic $ 0.00 $ (0.01) $ (0.01) $ (0.02)
Net loss per share of common stock, diluted $ 0.00 $ (0.01) $ (0.01) $ (0.02)
v3.23.2
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Total $ 191,701 $ 273,710
Kun-Teng Liao (88,620)
Yun Kuang Kung [Member]    
Related Party Transaction [Line Items]    
Total 999 63,770
Kung Huang Liu Shiang Spouse [Member]    
Related Party Transaction [Line Items]    
Total 286
Shang Chiai Kung [Member]    
Related Party Transaction [Line Items]    
Total 190,416 209,940
Kun Teng Liao [Member]    
Related Party Transaction [Line Items]    
Kun-Teng Liao
v3.23.2
RELATED PARTY TRANSACTIONS (Details Narrative) - Related Party [Member] - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Due to related parties $ 191,701 $ 273,710
Weigun Ship And Subsidiaries [Member]    
Related Party Transaction [Line Items]    
Due form related parties 33,268  
Due to related parties $ 289,849  
v3.23.2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Long-Term Purchase Commitment [Line Items]    
Commitments and contingencies
Weigun Ship And Subsidiaries [Member]    
Long-Term Purchase Commitment [Line Items]    
Commitments and contingencies 0 0
Capital Addition Purchase Commitments [Member]    
Long-Term Purchase Commitment [Line Items]    
Commitments and contingencies $ 0 $ 0
v3.23.2
SUBSEQUENT EVENTS (Details Narrative)
Jul. 12, 2023
CNY (¥)
Jun. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Subsequent Event [Line Items]      
Net aasets | $   $ 5,502,030 $ 3,191,597
Subsequent Event [Member] | Weiguan Ship [Member]      
Subsequent Event [Line Items]      
Appraisal received ¥ 565,000    
Net aasets ¥ 8,200,000    

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