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 U.S. SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

Mark One

 

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

 

For the quarterly period ended September 30, 2022

 

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

 

For the transition period from ______ to _______

 

Commission file # 333-219148

 

VIVIC CORP.

 (Exact name of registrant as specified in its charter) 

     
Nevada 7999 98-1353606

State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

 

187 E Warm Springs Rd., PMB#B450

Las Vegas, NV 89119

Tel: 702-899-0818

(Address and telephone number of registrant’s executive office)

 

702-899-0818

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   VIVC   OTCQB

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No o

 

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

 

Large accelerated filer o Non-accelerated Filer x Accelerated filer o  
Smaller reporting company x Emerging growth company x    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

Common stock, $0.001 par value; 70,000,000 shares authorized; 25,546,810 common stocks as of November 14, 2022.

1

 

Table of Contents

 

ITEM 1 Financial Statements 3
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 18
ITEM 4 Controls and Procedures 18
     
 

PART II OTHER INFORMATION

  
ITEM 1 Legal Proceedings 18
ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds 18
ITEM 3 Defaults Upon Senior Securities 19
ITEM 4 Mine Safety Disclosures 19
ITEM 5 Other Information 19
ITEM 6 Exhibits 19
  Signatures 20

2

 

ITEM 1. FINANCIAL STATEMENTS 

VIVIC CORP. 

 

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

 

Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021    4
     
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021    5
     
Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021    6
     
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021    7
     
Notes to Unaudited Condensed Consolidated Financial Statements    8

3

 

VIVIC CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30, 2022   December 31, 2021 
   (Unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $57,817   $80,306 
Accounts receivable, net   -    928 
Deposits and prepayments   249,550    105,011 
Inventory   1,460,638    163,975 
Other current assets   112,853    189,468 
           
Total current assets   1,880,858    539,688 
           
Non-current assets:          
Long-term investment   -    61,191 
Property and equipment, net   72,464    92,357 
Intangible assets, net   6,237    - 
Construction in process   209,012    185,667 
Operating lease right-of-use assets   371,327    534,231 
Other noncurrent assets   28,493    38,950 
           
TOTAL ASSETS  $2,568,391   $1,452,084 
           
LIABILITIES AND SHAREHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $625,368   $19,265 
Accrued liabilities and other payables   480,232    203,847 
Due to related parties   358,520    469,748 
Deferred revenue   1,463,833    204,442 
Operating lease liabilities-current   118,600    141,725 
Income tax payable   -    - 
           
Total current liabilities   3,046,553    1,039,027 
           
Non-current liabilities:          
Operating lease liabilities-noncurrent   263,349    422,948 
Promissory note   87,500    87,500 
           
Total Liabilities   3,397,402    1,549,475 
           
Commitments and contingencies          
           
Shareholders’ deficit          
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021   832    832 
Common stock, $0.001 par value; 70,000,000 shares authorized; 25,546,810 and 25,556,810 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.   25,547    25,557 
Additional paid-in capital   3,745,463    3,821,709 
Accumulated other comprehensive income   23,185    10,347 
Accumulated deficit   (4,624,038)   (3,865,450)
           
Total Vivic Corp. shareholders’ deficit   (829,011)   (7,005)
Non-controlling interest   -    (90,386)
           
Total shareholders deficit   (829,011)   (97,391)
           
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT  $2,568,391   $1,452,084 

 

See accompanying notes to unaudited condensed consolidated financial statements.

4

 

VIVIC CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   Three months ended
September 30,		   Nine months ended
September 30,		 
   2022   2021   2022   2021 
REVENUE  $25,479   $109,957   $37,347   $178,931 
                     
Cost of revenue   (28,811)   (42,850)   (38,701)   (282,437)
                     
Gross profit   (3,332)   67,107    (1,354)   (103,506)
                     
Operating expenses:                    
General and administrative expenses  $(283,016)  $(321,310)  $(847,387)   (763,397)
                     
Total operating expenses   (283,016)   (321,310)   (847,387)   (763,397)
                     
Loss from operations   (286,348)   (254,203)   (848,741)   (866,903)
                     
Other income (expense):                    
Impairment of goodwill   -    (89,559)   -    (89,559)
Investment gain (loss)   (1,130)   (22,190)   59,206    (54,676)
Interest income   26    56    377    245 
Interest expense   (819)   (8,714)   (7,449)   (16,057)
Other income   (42)   170,658    2,158    175,264 
Loss on loan settlement   -    (170,355)   (2,000)   (1,340,664)
Exchange gain, net   -         -    - 
                     
Total other income (expense)   (1,965)   (120,104)   52,292    (1,325,447)
                     
Loss before income taxes   (288,313)   (374,307)   (796,449)   (2,192,350)
                     
Income taxes   -    459    9    459 
                     
NET LOSS   (288,313)   (374,766)   (796,458)   (2,192,809)
                     
Net loss attributable to non-controlling interest   (3,312)   (14,384)   (37,870)   (82,949)
Net loss attributable to Vivic Corp.  $(285,001)  $(360,382)  $(758,588)  $(2,109,860)
                     
Other comprehensive gain (loss):                    
Foreign currency translation gain (loss)   16,771    (49)   12,838    2,840 
                     
COMRPEHENSIVE LOSS  $(268,230)  $(360,431)  $(745,750)  $(2,107,020)
                     
Net loss per share – Basic and Diluted  $(0.01)  $(0.01)  $(0.03)  $(0.09)
                     
Weighted average common shares outstanding – Basic and Diluted   25,546,810    25,496,209    25,550,253    25,132,189 
                     

See accompanying notes to unaudited condensed consolidated financial statements.

5

 

VIVIC CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

 

                                                                       
   For the Three and Nine Months Ended September 30, 2022 
   Equity attributable to VIVIC Corp. shareholders         
                       Accumulated           Total 
   Preferred stock   Common stock   Additional   other           shareholders’ 
                   paid-in   comprehensive (loss)   Accumulated   Noncontrolling   (deficit) 
   Shares   Amount   Shares   Amount   capital   income   deficit   interests   equity 
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   -    -    -    -    -    -    (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   -    -    -    -    -    -    (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)
                                              
Acquisition of minority equity of a subsidiary   -    -    -    -    (128,256)   -    -    128,256    - 
Foreign currency translation adjustment   -    -    -    -    -    16,771    -    -    16,771 
Net loss   -    -    -    -    -    -    (285,001)   (3,312)   (288,313)
                                              
Balance as of September 30, 2022   832,000   $832    25,546,810   $25,547   $3,745,463   $23,185   $(4,624,038)  $-   $(829,011)
                                              
   For the Three and Nine Months Ended September 30, 2021 
   Equity attributable to VIVIC Corp. shareholders         
                       Accumulated           Total 
   Preferred stock   Common stock   Additional   other           shareholders’ 
                   paid-in   comprehensive (loss)   Accumulated   Noncontrolling   (deficit) 
   Shares   Amount   Shares   Amount   capital   income   deficit   interests   equity 
                                              
Balance as of December 31, 2020   832,000   $832    24,470,166   $24,470   $1,341,155   $(2,240)  $(1,300,505)  $84,298   $148,010 
                                              
Shares issued for loan settlement   -    -    468,888    469    1,124,862    -    -    -    1,125,331 
Foreign currency translation adjustment   -    -    -    -    -    (5,488)   -    -    (5,488)
Net loss   -    -    -    -    -    -    (886,161)   (11,146)   (897,307)
                                              
Balance as of March 31, 2021   832,000   $832    24,939,054   $24,939   $2,466,017   $(7,728)  $(2,186,666)  $73,152   $370,546 
                                              
Shares issued for loan settlement   -    -    462,888    463    971,602    -    -    -    972,065 
Foreign currency translation adjustment   -    -    -    -    -    8,377    -    -    8,377 
Net loss   -    -    -    -    -    -    (863,317)   (57,419)   (920,736)
                                              
Balance as of June 30, 2021   832,000   $832    25,401,942   $25,402   $3,437,619   $649   $(3,049,983)  $15,733   $430,252 
                                              
Shares issued for loan settlement   -    -    154,868    155    325,068    -    -    -    325,223 
Shares issued for acquiring ownership of subsidiary   -    -    -    -    59,023    -    -    (76,800)   (17,777)
Foreign currency translation adjustment   -    -    -    -    -    (49)   -    -    (49)
Net loss   -    -    -    -    -    -    (360,382)   (14,384)   (374,766)
                                              
Balance as of September 30, 2021   832,000   $832    25,556,810   $25,557   $3,821,710   $600   $(3,410,365)  $(75,451)  $362,883 
                                              

See accompanying notes to unaudited condensed consolidated financial statements.

6

 

VIVIC CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Nine Months Ended September 30, 
   2022   2021 
Cash flows from operating activities:          
Net loss  $(796,458)  $(2,192,809)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation and amortization   12,203    34,917 
Amortization of right-of-use assets   121,082    43,030 
Bad debt direct write-off and provision   3,922    - 
Interest expense   7,449    16,057 
Investment gain (loss)   (59,206)   54,676 
Impairment of goodwill   -    89,559 
Loss on loan settlement   2,000    1,340,664 
Change in operating assets and liabilities:          
Accounts receivable   -    (1,642)
Deposits and prepayments   76,615    (50,686)
Other receivable   (147,568)   (22,307)
Inventory   (1,296,663)   (160,159)
Other non-current assets   10,457    (85,570)
Deferred revenue   1,259,391    71,285 
Accounts payable   606,103    59,008 
Accrued liabilities and other payables   257,946    89,540 
Income tax payable   -    (25,000)
Lease liabilities   (129,912)   (73,424)
           
Net cash provided by operating activities   (72,639)   (812,861)
           
Cash flows from investing activities:          
Investment in a subsidiary   (54,526)   (120,698)
Disposal of subsidiary   163,578    - 
Purchase of PPE   (43,293)   (262,749)
Purchase of Intangible assets   (7,236)   - 
           
Net cash provided by (used in) investing activities   58,523    (383,447)
           
Cash flows from financing activities:          
Repayment to related parties   (111,228)   (341,019)
Proceeds from third party loans   50,000    1,081,955 
           
Net cash (used in) provided by financing activities   (61,228)   740,936 
           
Effect on exchange rate change on cash and cash equivalents   52,855    208 
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   (22,489)   (455,164)
           
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   80,306    504,179 
           
CASH AND CASH EQUIVALENTS - END OF PERIOD  $57,817   $49,015 
           
Supplemental Cash Flows Information:          
Cash paid for interest  $66   $673 
Cash paid for income tax  $9   $459 
           
Supplemental Disclosure of Non-Cash Flows Information:          
Common stock issued for loan settlement  $52,000   $2,422,619 
           

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”) is a corporation established under the corporation laws in the State of Nevada on February 16, 2017. Starting December 27, 2018, associated with the change of management, we expanded our business operations to include new types of marine tourism. In addition, the Company started making efforts to enter into the businesses of constructing marinas and constructing yachts in the mainland China under the brand of 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.

 

It has also developed and operates “Joy Wave”(享浪)，an online yacht rental and leisure service business in Guangzhou, China. In the mainland China and Taiwan, primarily through the Internet, we provide third-party yacht and marine tourism services. This marine tourism involves high quality coastal tourism attractions 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 a yacht-sharing program system, which can provide services for more customers.

 

The Company also started to develop energy-saving yacht engines. Because it has advanced technology, it can achieve up to 50% energy efficiency. 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 a low-carbon tourism for global environmental protection.

 

On March 22, 2022, the Company sold its shares of Ocean Way and its subsidiaries to a third-party for a total of $163,578 (RMB1,080,000), which is approximately equal to 51.9% ownership.

 

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.

 

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

 

Description of subsidiaries

 

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%
                 
Guangzhou Hysoul Yacht Company Limited   The People’s Republic of China   Provision of yacht service  

Registered: RMB10,000,000

Paid up: RMB1,158,500

 

   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%

 

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

8

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

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”).

 

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on May 16, 2022.

 

●Use of estimates

 

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

●Basis 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. As of September 30, 2022 and December 31, 2021, the Company had no cash equivalents.

 

●Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which 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 credit-worthiness and their 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. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all 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 September 30, 2022 and December 31, 2021, the Company recorded $829 and $0 allowance for doubtful accounts, respectively.

 

●Property and equipment

 

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they 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

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have 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 represented 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.

9

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

●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 the processing, distribution, and sale of its products.

 

●Comprehensive loss

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of 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 unaudited condensed consolidated statements of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income 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 statement of operations.

 

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in PRC and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”) and Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ 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 statements of changes in stockholder’s equity.

 

Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the periods ended September 30, 2022 and December 31, 2021:

 

   September 30, 2022   December 31, 2021 
Period/year-end RMB:US$ exchange rate   7.1128    6.3588 
Period/annual average RMB:US$ exchange rate   6.6023    6.4499 
Period/year-end HK$:US$ exchange rate   7.8499    7.7971 
Period/annual average HK$:US$ exchange rate   7.8332    7.7723 
Period/year-end TWD:US$ exchange rate   31.7843    27.6879 
Period/annual average TWD:US$ exchange rate   29.2791    27.9194 

 

●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.

10

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

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 shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the 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 common shares 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 common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

●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 Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally 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 and retention 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.

11

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

●Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

NOTE－3 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 $57,817 cash and cash equivalents and working capital deficit of $1,165,695 as of September 30, 2022 and net loss of $796,458 during the nine months ended September 30, 2022. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

 

The continuation of the Company as a going concern through November 14, 2023 is dependent upon the continued financial support from its shareholders. The Company is actively pursuing additional financing for its operations via potential loans and equity issuance. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recover ability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

NOTE－4 LONG-TERM INVESTMENT

 

On January 3, 2021, the Company signed an investment agreement with Shenzhen Ocean Way Yachts Services Co., Limited (“Ocean Way”) to invest a total of $235,895(RMB1,500,000), which is equivalent to 60% of equity ownership. However, based on the agreements, Shaorong Zhuang, the other shareholder has the right to assign the majority of directors in the board and controls Ocean Way. As a result, Ocean Way is treated as an investment rather than subsidiary. As of December 31, 2021, a total of $122,665 (RMB780,000) has been invested in Ocean Way. In the year ended December 31, 2021, an investment loss of $61,474 has been recognized. On March 22, 2022, the Company sold Ocean Way for a total proceed of $163,578 (RMB1,080,000). In the nine months ended September 30, 2022, an investment gain of $59,206 has been recognized.

 

NOTE－5 PROPERTY AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

 

Property and equipment consisted of the following:

 

   September 30, 2022   December 31, 2021 
         
Leasehold improvements  $35,413   $39,316 
Motor vehicle   51,417    57,514 
Office equipment   8,021    9,048 
Property Plant and Equipment, Gross   94,851    105,878 
Less: accumulated depreciation   (22,387)   (13,521)
Property and equipment, net  $72,464   $92,357 
Construction in process   209,012    185,667 
Total   281,476    278,024 

 

Depreciation expense for the three months ended September 30, 2022 and 2021 were $3,803 and $20,940, respectively.

 

Depreciation expense for the nine months ended September 30, 2022 and 2021 were $11,119 and $43,030, respectively .

 

For the nine months ended September 30, 2022 and 2021, $43,292 and $262,749 were used for purchase of fixed assets, respectively.

 

Note – 6 INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

   September 30, 2022   December 31, 2021 
         
Software  $7,236   $- 
Total intangible assets   7,236    - 
Less: accumulated amortization   (999)   - 
Intangible assets, net  $6,237   $- 

 

Amortization expense for the three months ended September 30, 2022 and 2021 were $657 and $0, respectively.

 

Amortization expense for the nine months ended September 30, 2022 and 2021 were $1,084 and $0, respectively.

 

For the nine months ended September 30, 2022 and 2021, $7,236 and $0 were used for purchase of intangible assets, respectively.

12

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE – 7 DEPOSITS AND PREPAYMENTS 

 

Deposits and prepayments consisted of the following:

 

   September 30, 2022   December 31, 2021 
         
Prepayments (a)  $249,550   $105,011 
           
Deposits and Prepayment, net  $249,550   $105,011 
           
(a)Prepayments comprise of advance payments for material purchase, ship design, consulting and other services. The amount will be recognized as expenses in next twelve months.

 

Note – 8 INVENTORY

 

Inventory consisted of the following:

 

   September 30, 2022   December 31, 2021 
         
Raw materials  $-   $- 
Work-in-progress   233,651    106,723 
Finished goods   1,226,987    57,252 
           
Inventory  $1,460,638   $163,975 

 

NOTE－9 ACCRUED LIABILITIES AND OTHER PAYABLE

 

Accrued expenses and other payable consisted of the following:

 

   September 30, 2022   December 31, 2021 
         
Accrued expenses  $93,088   $47,018 
Other payable     387,144    156,829 
           
Accrued liabilities and other payable  $480,232   $203,847 

 

Accrued expenses and other payable comprise of accrued salaries, audit fee and borrowing from third party. The amount will be settled in next twelve months.

 

NOTE－10 LEASES

 

The Company purchased a service vehicle under a financing lease arrangement of a total amount of $18,146 (RMB117,043) starting from August 1, 2019, with the 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 dock for operating under non-cancelable operating leases with initial terms of 5 years and the effective interest rate of 5.168% per annum. Operating lease payments are expended over the term of lease. The Company leases don’t include options to extend nor any restrictions or covenants. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. As of September 30, 2022, $22,809 of lease payments were accrued but not yet paid.

13

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Supplemental balance sheet information related to leases as of September 30, 2022 and December 31, 2021 are as follows:

 

   September 30, 2022   December 31, 2021 
         
Right of use assets  $371,327   $534,231 
           
Current portion  $118,600   $141,725 
Non-current portion   263,349    422,948 
           
Total  $381,949   $564,673 

 

The following table summarizes the maturity of lease liabilities under operating leases as of September 30, 2022:

 

For the twelve months ending September 30, 

Operating
Leases

 
2023  $118,600 
2024   127,153 
2025   136,196 
Total lease payments  $381,949 

 

NOTE－11 PROMISSORY NOTE

 

Promissory note represented the U.S. Small Business Administration, an Agency of the U.S. Government authorized a loan to the Company which bears interest at the rate of 3.75% per annum and will become repayable within 30 years, from the date of draw down. This loan is secured by all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, (d) chattel paper, (e) receivables, (h) deposit accounts, (i) commercial tort claims and (j) general intangibles. The loan was borrowed on July 1, 2020 and the initial installment repayment date begins Twelve (12) months from the date of the promissory Note and has been extended for 30 months. As a result, the Company has not made any repayment. Total promissory note recorded in balance were $87,500 at September 30, 2022 and December 31, 2021. The accrued interest expense is $2,461 for the nine months ended September 30, 2022 and 2021, respectively.

 

NOTE－12 SHAREHOLDERS’ EQUITY (DEFICIT)

 

Authorized Shares

 

The Company’s authorized shares are 5,000,000 preferred stock and 70,000,000 common stock with a par value of $0.001 per share.

 

Preferred Stock

 

As of September 30, 2022 and December 31, 2021, the Company had a total of 832,000 shares of 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 $1.0 per share. A loss of $2,000 on the loan settlement has been recognized in the nine months ended September 30, 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.

 

As of September 30, 2022 and December 31, 2021, the Company had a total of 25,546,810 and 25,556,810 shares of its common stock issued and outstanding, respectively.

 

NOTE－13 NET LOSS PER SHARE OF COMMON STOCK

 

Basic net (loss) per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net (loss) per share. The following table sets forth the computation of basic and diluted net (loss) per share for the three and nine months ended September 30, 2022 and 2021:

 

 

   For the three months ended September
30,		   For the nine months ended September
30,		 
   2022   2021   2022   2021 
                 
Net loss for basic and diluted attributable to Vivic Corp.  $(285,001)  $(360,382)  $(758,588)  $(2,109,860)
Weighted average common stock outstanding - Basic and Diluted   25,546,810    25,496,209    25,550,253    25,132,189 
Net loss per share of common stock – basic and diluted  $(0.01)  $(0.01)  $(0.03)  $(0.09)

14

 

VIVIC CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE－14 RELATED PARTY TRANSACTIONS

 

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 shareholders. 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 shareholders of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interests from related parties’ loan are not significant. The balance of due to related parties was $358,520 and $469,748 as of September 30, 2022 and December 31, 2021 respectively. During the three months ended September 30, 2022, the Company borrowed $178,740 from related parties, repaid $57,555 to related parties. During the nine months ended September 30, 2022, the Company borrowed $210,162 from related parties, repaid $433,299 to related parties.

 

The Company paid no consulting fee  to Honetech Inc., who owns 100% of the Company’s preferred stock as of September 30, 2022, during the three months ended September 30, 2022 and 2021. The Company paid $9,000 consulting fee to Honetech Inc. during the nine months ended September 30, 2022 and 2021.

 

The Company paid no consulting fee  to Go Right Holdings Limited., who owns approximately 22% of the Company’s outstanding common stocks as of September 30, 2021 during the three months ended September 30, 2022 and 2021. The Company paid $0 and $46,003 consulting fee to Go Right Holdings Limited., during the nine months ended September 30, 2022 and 2021, respectively.

 

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 September 30, 2022 and December 31, 2021, the Company has no material commitments and contingencies.

 

NOTE－16 SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred September 30, 2022, up through November 14, 2022, the date when the Company presented the unaudited condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD-LOOKING STATEMENTS

 

Statements made in this Annual Report that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as“may,”“will,”“expect,”“believe,”“anticipate,”“estimate,”“approximate” or “continue,” or the negative thereof.

 

We intend that such forward-looking statements be subject to the safe harbors for such statements.

 

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.

 

Overview

 

VIVIC CORP. (“VIVC”) is a corporation established under the corporation laws in the State of Nevada on February 16, 2017. Starting December 27, 2018, associated with the change of management, we expanded our business operations to include new types of marine tourism. In addition, we started making efforts to enter into the businesses of constructing marinas and constructing yachts in the mainland China under the brand of 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.

 

It has also developed and operates “Joy Wave”, an online yacht rental and leisure service business in Guangzhou, China. In the mainland China and Taiwan, primarily through the Internet, we provide third-party yacht and marine tourism services. This marine tourism involves high quality coastal tourism attractions 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 a yacht-sharing program system, which can provide services for more customers.

 

We also started to develop energy-saving yacht engines. Because it has advanced technology, it can achieve up to 50% energy efficiency. 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 a low-carbon tourism for global environmental protection.

 

RESULTS OF OPERATIONS

 

Our business has been impacted by the COVID-19 pandemic with the authorities implementation of various preventive measures including, but not limited to, travel bans and restrictions, mandatory quarantine requirements, limited business activities and operations, and shelter-in-place orders. These measures have led to, and are continuing to lead to, business slowdowns or shutdowns worldwide. The global economy and financial markets have been adversely influenced as well. Considering the features of our business in the tourism and recreation industries, the COVID-19 pandemic has caused a reduction in the demand for recreational trips and activities. Our business has been experiencing the downturn with the COVID-19 pandemic. It is expected that our business will be resumed, at least, after the abolition of the travel restrictions and mandatory quarantine requirements.

 

RESULTS OF OPERATIONS

 

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

 

We generated net revenue of $25,479 and $109,957 for the three months ended September 30, 2022 and 2021, respectively. We generated net revenue of $37,347 and $178,931 for the nine months ended September 30, 2022 and 2021, respectively. The decrease in net revenues was primarily because the revenue deriving from consulting services rendered on sales and marketing of yachts decreased.

 

The cost of revenue incurred were $28,811 and $42,850 for the three months ended September 30, 2022 and 2021, respectively. The cost of revenue incurred were $38,701 and $282,437 for the nine months ended September 30, 2022 and 2021, respectively.

 

The gross profits (loss) were $(3,332) and $67,107 for the three months ended September 30, 2022 and 2021, respectively. The gross profits(loss) were $(1,354) and $(103,506) for the nine months ended September 30, 2022 and 2021, respectively.

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The general and administrative expenses incurred were $283,016 and $321,310 for the three months ended September 30, 2022 and 2021, respectively. The general and administrative expenses incurred were $847,387 and $763,397 for the nine months ended September 30, 2022 and 2021, respectively. The increase in general and administrative expenses was primarily attributable to an increase in staff salary and rent.

 

Other income (expense) was $(1,965) and $(120,104) for the three months ended September 30, 2022 and 2021, respectively. Other income (expense) was $52,292 and $(1,325,447) for the nine months ended September 30, 2022 and 2021, respectively. Other income (expense) comprises of investment gain (loss), loss on loan settlement, interest expense, interest income and others. Investment gain (loss) was $59,206 and $(54,676) for the nine months ended September 30, 2022 and 2021, respectively. The investment gain (loss) in the nine months ended September 30, 2022 and 2021 was primarily due to the investment gain (loss) in long-term investment. Loss on loan settlement was $0 and $170,355 for the three months ended September 30, 2022 and 2021, respectively. Loss on loan settlement was $2,000 and $1,340,664 for the nine months ended September 30, 2022 and 2021, respectively.

 

The net losses were $288,313 and $374,766 for the three months ended September 30, 2022 and 2021, respectively. The net losses were $796,458 and $2,192,809 for the nine months ended September 30, 2022 and 2021, respectively. The main reason for the decreased losses was the decrease in loss on loan settlement.

 

LIQUIDITY AND GOING CONCERN

 

We had $57,817 cash and cash equivalents and working capital deficit of $1,165,695 as of September 30, 2022 and net loss of $796,458 during the nine months ended September 30, 2022. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

 

Cash Flows from Operating Activities

 

The net cash used in operating activities were $72,639 and $812,861 for the nine months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022, the most affected the net cash provided by operating activities were the deferred revenue $1,259,391 and accounts payable $606,103, offset by the inventory of $1,296,663. For nine months ended September 30, 2021, the most affected the net cash used in operating activities were the net loss $2,192,809, offset by the loss on loan settlement $1,340,664.

 

Cash Flows from Investing Activities

 

The net cash provided by (used in) investing activities were $58,523 and $(383,447) for the nine months ended September 30, 2022 and 2021, respectively. The change is primarily due to the investment and disposal of Ocean Way for the nine months ended September 30, 2022.

 

Cash Flows from Financing Activities

 

The net cash used in (provided by) financing activities were $(61,228) for the nine months ended September 30, 2022 and $740,936 for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, the cash used in financing activities were repayment of related party $111,228 and the cash generated from financing activities included proceeds from loans $50,000. For the nine months ended September 30, 2021, the cash used in financing activities were repayment of related party $341,019 and the cash generated from financing activities included proceeds from loans $1,081,955.

 

Going Concern

 

The unaudited condensed consolidated financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

For the nine months ended September 30, 2022, we have not established a recurring source of revenue to sufficiently cover its operating costs in the next twelve months. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement business and expansion plans. These consolidated financial statements do not include any adjustments to the recover ability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

Our management believes that the current actions to obtain additional funding and implement our strategic plans provide the opportunity for us to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

 

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. 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

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through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. 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 shareholders. 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.

 

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 Report, there are no such arrangements. 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and 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 disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, and therefore has no significant impact on the company’s financial report nor internal control.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

Item 1A. Risk Factors

 

Except for the below risk factor, as of the date of this Report, there have been no material changes to the risk factors disclosed in the annual report on Form 10-K filed with the SEC on May 16, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

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 $1.0 per share.

 

The issuance of these shares is pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of1933.

 

None in the quarter ended September 30, 2022

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the nine-month period ended September 30, 2022.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: November 14, 2022

 

VIVIC CORP.
 
/s/ Shang-Chiai Kung
 
By: Shang-Chiai Kung
 
Chief Executive Officer
 
/s/ Shang-Chiai Kung
 
By: Shang-Chiai Kung
 
Chief Financial Officer

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