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VIVC Vivic Corporation (QB)

3.70
-0.30 (-7.50%)
27 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Vivic Corporation (QB) USOTC:VIVC OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.30 -7.50% 3.70 2.98 4.50 4.49 3.25 3.32 20,760 22:00:01

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

14/11/2024 3:40pm

Edgar (US Regulatory)


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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 September 30, 2024

 

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.)

 

No. 19, Jianping 3rd St

Anping District

Tainan City, Taiwan 70844

(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 November 11, 2024, there were 27,410,921 shares of the registrant’s common stock outstanding.

 

 

 

 
 

 

VIVIC CORP.

FORM 10-Q

September 30, 2024

INDEX

 

  Page
   
Special Note Regarding Forward Looking Statements 3
     
Part I – Financial Information 4
     
Item 1. Condensed Consolidated Financial Statements 4
     
  Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and June 30, 2024 4
     
  Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended September 30, 2024 and 2023 5
     
  Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended September 30, 2024 and 2023 6
     
  Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 7
     
  Notes to Unaudited Condensed Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
     
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 3. Defaults Upon Senior Securities 29
     
Item 5. Other Information 29
     
Item 6. Exhibits 30
     
  Signatures 31

 

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:

 

“Vivic,” the “Company,” “we,” “us,” and “our” refer to Vivic Corp. 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;

 

“Taiwan” refers to the Republic of China;

 

“TWD” refers to the Taiwanese dollar, the legal currency of Taiwan; 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

(Unaudited)

 

   September 30,
2024
   June 30,
2024
 
   (Unaudited)     
ASSETS          
Current assets          
Cash and cash equivalents  $213,259   $310,859 
Accounts receivable - related party   -    1,242,388 
Note receivable   -    159,708 
Deposit and prepayments   130,816    250,794 
Deposit and prepayments - related party   2,178,793    250,462 
Other receivables   96,688    92,974 
Inventory   3,918    3,821 
Due from related parties   2,497,064    2,552,368 
Total current assets   5,120,538    4,863,374 
           
Non-current assets          
Property and equipment, net   619    715 
Intangible assets, net   1,414    1,970 
Total non-current assets   2,033    2,685 
           
TOTAL ASSETS  $5,122,571   $4,866,059 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable  $-   $142,272 
Accounts payable - related party   -    903,728 
Accrued liabilities and other payables   234,537    220,175 
Deferred revenue   -    58,930 
Tax payable   153,559    149,773 
Due to related parties   156,240    186,631 
Short-term loan   537,125    - 
Total current liabilities   1,081,461    1,661,509 
           
Non-Current liabilities          
SBA loan payable   87,500    87,500 
Long-term loan   -    523,883 
Total non-current liabilities   87,500    611,383 
           
TOTAL LIABILITIES   1,168,961    2,272,892 
           
Commitments and contingencies   -     -  
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024   832    832 
Common stock, $0.001 par value; 70,000,000 shares authorized; 27,357,921 shares issued and outstanding as of September 30, 2024; and 26,657,921shares issued and outstanding as of June 30, 2024   27,358    26,658 
Additional paid-in capital   6,789,556    4,847,664 
Accumulated other comprehensive income   19,221    16,862 
Accumulated deficit   (2,883,357)   (2,298,849)
Total stockholders’ equity   3,953,610    2,593,167 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $5,122,571   $4,866,059 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

4

 

 

VIVIC CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

   2024   2023 
   For the Three Months Ended
September 30,
 
   2024   2023 
         
Revenue  $-   $791,043 
Revenue- related party   44,243    - 
Total revenue   44,243    791,043 
           
Cost of sales   128,584    699,217 
           
Gross profit (loss)   (84,341)   91,826 
           
Operating expenses          
Share-based compensation   332,592    - 
General and administrative expenses   159,162    105,234 
Total operating expenses   491,754    105,234 
           
Loss from operations   (576,095)   (13,408)
           
Other income (expenses)          
Interest expense, net   (7,958)   (6,271)
Other expenses, net   (455)   (381)
Total other expenses, net   (8,413)   (6,652)
           
Loss before income taxes   (584,508)   (20,060)
           
Income tax provision   -    - 
           
Net loss from continuing operations   (584,508)   (20,060)
           
Net income from discontinued operations   -    1,859,207 
           
Net income (loss) for the period  $(584,508)  $1,839,147 
           
Other comprehensive item          
Foreign currency translation gain (loss)
   2,359    (2,997)
           
COMPREHENSIVE INCOME (LOSS)  $(582,149)  $1,836,150 
           
Weighted average common stock outstanding          
Basic   26,375,770    26,657,921 
Diluted   26,375,770    34,977,921 
           
Net income (loss) from per share of common stock – Basic  $(0.02)  $0.07 
Net income (loss) from per share of common stock – Diluted  $(0.02)  $0.05 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

5

 

 

VIVIC CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

 

   No. of
shares
   Amount   No. of
shares
   Amount   paid-in
capital
   comprehensive income   Accumulated loss   shareholders’
equity
 
   Preferred stock   Common stock   Additional   Accumulated other       Total 
   No. of
shares
   Amount   No. of
shares
   Amount   paid-in
capital
   comprehensive income   Accumulated loss  

shareholders’
equity

 
Balance as of June 30, 2024   832,000   $832    26,657,921   $26,658   $4,847,664   $16,862   $(2,298,849)  $    2,593,167 
                                         
Foreign currency translation adjustment   -    -    -    -    -    2,359    -    2,359 
Share-based compensation   -    -    700,000    700    1,941,892    -    -    1,942,592 
Net loss for the period   -    -    -    -    -    -    (584,508)   (584,508)
                                         
Balance as of September 30, 2024   832,000   $832    27,357,921   $27,358   $6,789,556   $19,221   $(2,883,357)  $3,953,610 

 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

(UNAUDITED)

 

   Preferred stock   Common stock   Additional   Accumulated other       Total 
   No. of
shares
   Amount   No. of
shares
   Amount   paid-in capital   comprehensive income   Accumulated loss  

shareholders’
equity (deficit)

 
Balance as of June 30, 2023   832,000   $832    26,657,921   $26,658   $4,847,664    10,332   $(5,149,363)  $      (263,877)
                                         
Foreign currency translation adjustment   -    -    -    -    -    (2,997)   -    (2,997)
Net income for the period   -    -    -    -    -    -    1,839,147    1,839,147 
                                         
Balance as of September 30, 2023   832,000   $832    26,657,921   $26,658   $4,847,664   7,335   $(3,310,216)  $1,572,273 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

6

 

 

VIVIC CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   2024   2023 
   For the Three Months Ended
September 30,
 
   2024   2023 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income (loss)  $(584,508)   1,839,147 
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Depreciation and amortization expenses   705    718 
Stock compensation expenses   332,592    - 
Gain on disposal of subsidiaries   -    (1,859,207)
Changes in operating assets and liabilities:          
Accounts receivable   15,485    - 
Accounts receivable - related party   1,226,980    - 
Note receivable   160,504    - 
Deposit and prepayments   123,404    (211,480)
Deposit and prepayments- related party   (312,000)   - 
Other receivables   (1,221)   (16,254)
Inventory   -    682,982 
Accounts payable   (142,981)   (34,405)
Accounts payable - related party   (903,728)   - 
Accrued liabilities and other payables   14,216    5,620 
Deferred revenue   (59,224)   (782,891)
Tax payables   -    (5,791)
Net cash used in operating activities   (129,776)   (381,561)
          
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from related parties   77,426    409,169 
Repayment to related parties   (46,031)   (739,861)
Net cash provided by (used in) continuing operations   31,395    (330,692)
           
Effect of exchange rate change on cash and cash equivalents   781    (115,731)
           
NET DECREASE IN CASH & CASH EQUIVALENTS   (97,600)   (827,984)
           
CASH & CASH EQUIVALENTS, BEGINNING OF THE PERIOD   310,859    899,567 
           
CASH & CASH EQUIVALENTS, END OF THE PERIOD  $213,259   $71,583 
           
Supplemental Cash Flows Information:          
Cash paid for income tax  $-   $- 
Cash paid for interest  $7,965   $6,486 
           
Supplemental disclosures of non-cash financing activities:          
Shares issued as prepayment to the Company’s Chairman and Directors  $

1,610,000

   $

-

 

 

The accompanying notes are an integral part of these 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. Beginning with a change in management resulting from a change in control of the Company which occurred at the end of 2018, the Company has explored and initiated operations in a number of business areas related to the pleasure boat industry. These included yacht sales, marine tourism, development of electric powered yachts, development and operation of yacht marinas in Asia and the development of a yacht rental and time share service. More recently, the Company determined to focus its efforts on yacht sales in Taiwan and other selected regions throughout the world. The Company is the exclusive distributor of Monte-Fino yachts in the People’s Republic of China, the Philippines and the Middle East. 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’s headquarters are maintained at its 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 the Company’s wholly owned subsidiary Guangdong Weiguan Ship Tech Co., Ltd (“Weiguan Ship”). In consideration for its interest in Weiguan Ship, the Company received RMB 1,000 ($137) 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 September 30, 2024 is as follows:

 

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  Holding company and tourism consultancy service  52,000,000 ordinary shares for HK$2,159,440   100%
Vivic Corp. Taiwan Branch  The Republic of China (Taiwan)  Provision of yacht service 

Registered: TWD 13,000,000,

Paid Up: TWD 13,000,000

   

100

%

 

On October 9, 2024, the Board of Directors of the Company adopted a resolution changing the fiscal year end of the Company to June 30, effective June 30, 2024. Management believes the change will cause the Company’s annual financial statements to more accurately reflect the Company’s performance and facilitate the timely preparation of its periodic reports required to be filed with the Securities and Exchange Commission.

 

8

 

 

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”).

 

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.

 

Credit losses

 

On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s unaudited condensed consolidated financial statements as of January 1, 2023.

 

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment based on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that a receivable is unlikely to be collected.

 

Expected credit losses are recorded as allowance for credit losses on the unaudited condensed consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers an amount that it previously reserved for, the Company will reduce the specific allowance for credit losses.

 

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 an 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 September 30, 2024 and June 30, 2024, the Company had no allowance for doubtful accounts.

 

9

 

 

Advances to Suppliers

 

The Company makes advances to certain vendors to purchase finished goods and service. The advances are interest-free and unsecured. As of September 30, 2024 and June 30, 2024, the Company had advanced to suppliers of $130,816 and $250,794 respectively.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to market value, if lower.

 

Property 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 months ended September 30, 2024 and 2023, 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.

 

10

 

 

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, mainly yachts. The Company recognize its revenue at a point in time when the control of the products has been transferred to customers.

 

Comprehensive income (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 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 jurisdictions. 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 or which operated in the PRC, Taiwan and Hong Kong, maintain their books and records 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.

 

11

 

 

Translation of amounts from TWD and HK$ into US$ has been made at the following exchange rates as of September 30, 2024 and June 30, 2024 and for the three months ended September 30, 2024 and 2023.

 

   September 30,
2024
   September 30,
2023
   June 30,
2024
 
Period/year-end HK$:US$ exchange rate   7.7693    7.8038    7.8083 
Period/annual average HK$:US$ exchange rate   7.7992    7.8236    7.8190 
Period/year-end TWD:US$ exchange rate   31.6500    32.2400    32.4500 
Period/annual average TWD:US$ exchange rate   32.2891    31.6957    31.8278 

 

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.

 

Net income (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 period. 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 (see Note 13).

 

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.

 

12

 

 

Concentrations and credit risk

 

(a) Major customers

 

   Percentage of Revenue 
   Three Months Ended September 30, 
   2024   2023 
A   -%   100.0%
B   

100.0

%

     

 

(b) Major vendors

 

   Percentage of Purchases 
   Three Months Ended September 30, 
   2024   2023 
A   -%   77.7%
B   -%   12.7%
C   

92.0

%

   

-

%

 

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 notes 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 approximates 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 notes payable approximates 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 (“VAT”)

 

Sellers and service providers are generally obligated to pay business tax for sales of goods or services within Taiwan unless the law provides otherwise. For imported goods, the business tax will be paid by the goods receivers or buyers via customs. For imported services sold by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers. However, the service buyer (corporate entity) will not be required to pay business tax if it is exclusively engaged in taxable transactions subject to either 5% or 0% VAT.

 

13

 

 

VAT is applicable to general industries, and the VAT rate is 5%. Under the VAT system, each seller collects output VAT from the buyer at the time of sale, deducts input VAT paid on purchases from output VAT, and remits the balance to the tax authority.

 

Recent accounting pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2024.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

 

NOTE– 3 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 $213,259 of cash and cash equivalents and working capital of approximately $4.0 million as of September 30, 2024, which included amounts due from related parties of $2.5 million, and the Company generated a net loss of $0.6 million during the three months ended September 30, 2024. The Company had an accumulated deficit of approximately $2.9 million as of September 30, 2024 and negative cash flow from operating activities during the period of $129,776. The Company does not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.

 

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 or loans or investments by third parties, increasing its sales and the diversity of its customer base. 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 unable to continue as a going concern. To date the Company has financed its operations primarily through equity investments and loans made by related parties and their affiliates in additional to loans from commercial banks and third parties. The Company may also seek funding through public or private financings, collaborative arrangements, and other possible means of financing.

 

In addition, the Company will seek to expand the yacht brands the Company can offer for sale, the territories in which the Company markets its yachts and, if appropriate based on the Company’s capabilities and what the Company can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other territories. The Company will also seek to enter other areas related to the marine industry where the Company believes it can be profitable.

 

14

 

 

NOTE– 4 INVENTORY

 

Inventory consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
Finished goods, mainly the parts  $3,918   $3,821 
Total inventory   3,918    3,821 
Less: inventory impairment   -      
Inventory, net  $3,918   $3,821 

 

NOTE– 5 DEPOSIT AND PREPAYMENTS

 

Deposit and prepayments consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Prepayments to vendors  $114,227   $233,681 
Prepaid service fee   16,589    17,113 
Total deposit and prepayments  $130,816   $250,794 

 

Prepayments mainly consisted of prepaid expenses to vendors. The prepaid service fee consisted of prepaid OTC listing fee and annual filling fee.

 

In addition, as of September, 30, 2024 and June 30, 2024, the Company has deposit and prepayments to its related parties of $2,178,793 (of which, $1,610,000 was prepaid Chairman and Directors’ compensation) and $250,462, respectively.

 

On and effective August 1, 2024, the board of directors (the “Board”) appointed five new directors to the Board. The Company issued an aggregate of 700,000 shares of the Company’s common stock on September 30, 2024 with fair value of $1,932,000 to its chairman and the five new directors in consideration of their agreements to serve for the one-year beginning from August 1, 2024. During the three months ended September 30, 2024, the Company recorded $322,000 of related stock compensation expense. As of September 30, 2024, the Company had prepaid Chairman and Directors’ compensation of $1,610,000.

 

NOTE– 6 NOTES RECEIVABLEBANK ACCEPTANCES

 NOTES RECEIVABLE - BANK ACCEPTANCES

 

The Company sold goods to its customers and received notes (bank acceptances) from them in lieu of payment. These bank acceptances were issued by customers to the Company and will be honored by the applicable bank. The Company may hold a bank acceptance until maturity for full payment or have the bank acceptance cashed by the bank at a discount at an earlier date, or transfer the bank acceptance to its vendors in lieu of payment for its obligations. As of September 30, 2024 and June 30, 2024, the Company had notes receivable of $nil and $159,708, respectively. The Company cashed the notes in full in July 2024.

 

15

 

 

NOTE– 7 PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Office equipment  $2,591   $2,527 
Subtotal   2,591    2,527 
Less: accumulated depreciation   (1,972)   (1,812)
Property, plant and equipment, net  $619   $715 

 

Depreciation expenses from continuing operation for the three months ended September 30, 2024, and 2023 were $111 and $114 respectively.

 

NOTE– 8 INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Software  $7,267   $7,088 
Total intangible assets   7,267    7,088 
Less: accumulated amortization   (5,853)   (5,118)
           
Intangible assets, net  $1,414   $1,970 

 

Amortization expense for the three months ended September 30, 2024 and 2023 were $594 and $605 respectively.

 

NOTE– 9 ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables consisted of the following:

   September 30,
2024
   June 30,
2024
 
         
Accrued penalty  $-   $9,400 
Accrued salaries   6,812    7,147 
Accrued consulting fee   165,000    150,000 
Accrued legal fee   17,901    - 
Other payables   44,824    53,628 
Total accrued liabilities and other payable  $234,537   $220,175 

 

On August 22, 2023, the Company was charged by the Securities and Exchange Commission with violating 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 sufficient detail under the circumstances presented as to why the Form 10-Q could not be timely filed. More specifically, the SEC alleged that the delay was the result of an anticipated restatement of financial statements. 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. Without admitting or denying the findings of the SEC, the Company agreed to a cease-and-desist order that found that the Company filed one deficient Form NT and one untimely Form 8-K. In addition, the Company agreed to pay a fine of $60,000.

 

The Company recorded the $60,000 fine in September 2021. During the three months ended September 30, 2024 and 2023, the Company made a payment of $9,400 and $15,000 to an escrow account, which fund was subsequently released to the SEC. As of September 30, 2024, the Company paid the penalty in full.

 

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

 

16

 

 

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 ($0.16 million) 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 in which the Company received the loan proceeds. During the three months ended September 30, 2024 and 2023, the Company recorded and paid interest expenses of $3,871 and $3,944, 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, 2024, 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 of the equivalent shares. On March 13, 2024, the Company and the lender agreed to extend the term of this loan for an additional year.

 

On May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000 ($0.38 million) 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 three months ended September 30, 2024 and 2023, the Company recorded and paid interest expense of $2,476 and $2,387, respectively. 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 Hwang Liu Shiang (spouse of Shang-Chiai Kung CEO of Vivic Corp).

 

NOTE– 11 SBA LOAN PAYABLE

 

As of September 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 

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 interest since the interest started to accrue from the original disbursement date. For the three months ended September 30, 2024 and 2023, the Company made payments of interest of $1,618 and $1,281 on the EIDL loan, respectively.

 

As of September 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 

Year Ending September 30,  Amount 
2025  $5,124 
2026   5,124 
2027   5,124 
2028   5,124 
2029   5,124 
Thereafter   61,880 
Total  $87,500 

 

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NOTE– 12 STOCKHOLDERS’ EQUITY

 

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 September 30, 2024 and June 30, 2024, the Company had 832,000 shares of its Series A preferred stock issued and outstanding, with a par value of $0.001 per share, each Series A preferred share can be converted into 10 shares of the Company’s common stock. The holders of Series A preferred stock have voting rights equal to 50 votes per share of Series A preferred stock, and shall be entitled to the dividend equal to the aggregate dividends for 10 shares of common stock for every one share of Series A preferred stock.

 

Common Stock

 

The Company issued an aggregate of 700,000 shares of the Company’s common stock on September 30, 2024 with a fair value of $1,932,000 to its Chairman and directors in consideration of their services for a period of one-year. The Company recorded $1,932,000 as a prepayment. During the three months ended September 30, 2024, the Company expensed $322,000 from the prepayment as stock compensation expense (see Note 14).

 

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai 50,000 shares of the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September 1, 2024. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the three months ended September 30, 2024, the Company recorded $8,542 stock compensation expense for shares issued to Mr. Lai.

 

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm, approved by the Board on October 8, 2024. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month to be paid quarterly. During the three months ended September 30, 2024, the Company recorded $2,050 stock compensation expense in respect of this agreement.

 

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As of September 30, 2024 and June 30, 2024, the Company had 27,357,921 and 26,657,921 shares of its common stock issued and outstanding, respectively.

 

NOTE– 13 NET INCOME (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 for the three months ended September 30, 2024 and 2023:

 

   2024   2023 
   Three Months ended September 30, 
   2024   2023 
Net loss for basic and diluted attributable to Vivic Corp - continuing operations  $(584,508)  $(20,060)
Net income for basic and diluted attributable to Vivic Corp – discontinued operations   -    1,859,207 
Weighted average common stock outstanding – Basic   26,375,770    26,657,921 
Dilutive impact of preferred stock   -    8,320,000 
Weighted average common stock outstanding – Diluted   26,375,770*   34,977,921 
Net loss per share of common stock – basic, continuing operations   (0.02)   (0.00)
Net loss per share of common stock – diluted, continuing operations   (0.02)   (0.00)
Net income (loss) per share of common stock – basic, discontinued operations   -    0.07 
Net income (loss) per share of common stock –diluted, discontinued operations  $-   $0.05 

 

* net loss per share was the same for the basic and diluted weighted average shares outstanding for the three months ended September 30, 2024 due to anti-dilution feature resulting from the net loss from both continuing operations and discontinued operations.

 

NOTE– 14 RELATED PARTY TRANSACTIONS

 

a. Related parties

 

Name of Related Party   Relationship to the Company
Yun-Kuang Kung   Son of Shang-Chiai Kung, who is the CEO of Vivic Corp.
Kung Hwang Liu Shiang   Director and Spouse of Shang-Chiai Kung, who is the CEO of Vivic Corp.
Shang-Chiai Kung   CEO of Vivic Corp.
Kun-Teng Liao*   Former Secretary and Board Member
Tse-Ling Wang   Director and secretary of the Company
Guangdong Weiguan Ship   Yun-Kuang Kung acquired 100% ownership of this entity from Vivic Corp. in July 2023
Jiazhou Yacht Company Limited   Yun-Kuang Kung has 100% ownership of this entity

 

* On October 9, 2024 Kun-Teng Liao resigned from his positions with the Company and ceased to be Secretary and a Board Member.

 

b. Deposit and prepayment - related party

 

As of September 30, 2024 and June 30, 2024, the Company had deposits and prepayments to Weiguan of $568,793 and $250,462.

 

In addition, on and effective August 1, 2024, the Board of Directors (the “Board”) of the Company appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee will each be issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao will receive 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. The Board also approved the issuance of 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The Company issued an aggregate of 700,000 shares of the Company’s common stock on September 30, 2024 with a fair value of $1,932,000 as prepaid stock compensation expense. During the three months ended September 30, 2024, the Company expensed $322,000 from prepaid expense as stock compensation expense. As of September 30, 2024, the Company had prepaid Chairman and Directors’ compensation of $1,610,000.

 

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c. Due from related parties

 

Due from related parties consisted of the following:

 

Name  September 30, 2024   June 30, 2024 
Guangdong Weiguan Ship 1)  $2,365,730   $2,365,420 
Yun-Kuang Kung 2)   131,334    186,948 
Total  $2,497,064   $2,552,368 

 

As of September 30, 2024, the due from related parties consisted of the following:

 

  1) The Company had a receivable from Weiguan Ship for $2,365,730 as of September 30, 2024. Because Weiguan Ship was owned by the Company as of June 30, 2023, any amount due was eliminated at consolidation.
     
  2)

On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the three months ended September 30, 2024, Yun-Kuang Kung repaid the Company approximately $61,940.

 

As of September 30, 2024, Vivic HK owed $0.11 million to Yun-Kuang Kung for amounts loaned to Vivic HK. After netting-off the amount of due-to and due-from Yun-Kuang Kung, the Company’s outstanding amount receivable from Yun-Kuang Kung was $131,334 and $186,948 as of September 30, 2024 and June 30, 2024, respectively.

 

d. Due to related parties

 

Due to related parties consisted of the following:

 

Name  September 30, 2024   June 30, 2024 
         
Kung Hwang Liu Shiang  $2,829   $2,815 
Shang-Chiai Kung   153,411    183,816 
Total  $156,240   $186,631 

 

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 interests 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 September 30, 2024 and June 30, 2024, the Company has no material commitments and contingencies.

 

NOTE– 16 SUBSEQUENT EVENTS

 

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and determined the Company did not have any major subsequent event that needs to be disclosed.

 

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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 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 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

 

We are a global yacht sales and service provider based in Taiwan focused on offering yachts, ancillary products, technical support, service solutions and systematic management solutions to yacht marinas, yacht clubs, yacht operators and marine tourism providers. Our mission is to offer our clients, which we refer to as yacht operators, more profitable products and comprehensive service solutions. We differentiate ourselves from other yacht manufacturers by offering yachts specifically designed for marine tourism, group tours, business meetings, yacht clubs and fractional ownership as opposed to individual owners. In addition to our products, we seek to support our customers by providing maintenance and other yacht management services, yacht activity scenarios, business solutions and marketing strategies to enhance yacht tourism and operational efficiencies to enable them to grow their businesses and improve their bottom lines.

 

We design and offer various yachts models which differ in their sizes, performance, and functions and are sold under our brand name, “VIVIC.” Our yachts are designed to be more suitable for multiple user group scenarios, emphasizing open deck and cabin space suitable for group tours and business meetings, with improved operational economies and energy efficiencies. We collaborate with our marketing agents, encouraging them to develop yacht marinas and seek out yacht operators interested in developing their own businesses based upon yacht sharing.

 

Our yachts are manufactured by third parties selected by us on the basis of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we negotiate and sign an original equipment manufacturer (“OEM”) contract with a selected local manufacturer. Upon completion, we deliver the boat to the location designated by our customer. Our principal supplier and distributor in mainland China is Guangdong Weiguan Ship Technology Co., Ltd., which utilizes the mainland’s production and supply chain advantages to provide us with yacht production, delivery, and after-sales services based on our designs. Guangdong Weiguan is responsible for providing the required products and after-sales services for all sales orders in mainland China and remits 15% of the order amount of each yacht to us as a “VIVIC” brand usage fee.

 

In addition to our own yachts, we are the exclusive distributor of Monte Fino yachts in the People’s Republic of China, the Philippines and the Middle East pursuant to our agreement with Kha Shing Enterprise Co., Ltd. (Taiwan) (“Kha Shing”). While seeking to develop the market for sales to tour operators, we will also seek to increase sales of Monte Fino luxury yachts in the territories where we are the exclusive distributor, particularly in the 40- to 70-foot range, which are generally purchased by individual private yacht owners.

 

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As our Company grows, we will seek to expand the yacht brands we offer for sale, the territories in which we market yachts and, if appropriate based on our capabilities and what we can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable

 

Results of Operations

 

In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time have disposed of all of our business operations in mainland China. 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 pursuant to which Mr. Kung acquired all of the shares of our wholly-owned subsidiary, Guangdong Weiguan Ship Tech Co., Ltd. (“Weiguan Ship”). The divestiture of Weiguan Ship completed our plan to divest of all activities other than our ongoing yacht business in Taiwan.

 

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 our financial statements 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.

 

Comparison of results of operations for the three months ended September 30, 2024, and 2023

 

   2024  

% of

sales

   2023  

% of

sales

  

Dollar Increase

(Decrease)

  

Percent Increase

(Decrease)

 
Revenue-related party, net  $44,243    -%  $791,043    -%  $(746,800)   (94.41)%
Cost of revenue   128,584    290.63%   699,217    88.39%   (570,633)   (81.61)%
Gross profit   (84,341)   (190.63)%   91,826    11.61%   (176,167)   (191.85)%
                               
General and administrative expenses   159,162    359.75%   105,234    13.30%   53,928    51.25%
Stock based compensation   332,592    751.74%   -    -%   332,592    100%
Total operating expenses   491,754    1111.48%   105,234    13.30%   386,520    367.30%
Loss from operations   (576,095)   (1302.12)%   (13,408)   (1.69)%   (562,687)   4196.65%
Other expenses, net   (8,413)   (19.02)%   (6,652)   (0.84)%   (1,761)   26.47%
Loss before income taxes   (584,508)   (1321.13)%   (20,060)   (2.54)%   (564,448)   2813.80%
Income tax expense   -    -%   -    -%   -    -%
Net loss from continuing operations   (584,508)   (1321.13)%   (20,060)   (2.54)%   (564,448)   2813.80%
Net income from discontinued operations   -    -%   1,859,207    235.03%   (1,859,207)   (100)%
Net income (loss) attributable to Vivic Corp.   (584,508)   (1321.13)%   1,839,147    232.50%   (2,423,655)   (131.78)%

 

Revenue

 

Revenue was $44,243 for the three months ended September 30, 2024. Revenue from continuing operations was $791,043 for the three months ended September 30, 2023. The revenue for the three months ended September 30, 2024 was mainly from the sale of yacht models to one of the Company’s directors.

 

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Cost of revenue

 

Cost of revenue from continuing operations was $128,584 for the three months ended September 30, 2024. Cost of revenue from continuing operations was $699,217 for the three months ended September 30, 2023. The cost of revenues in three months ended September 30, 2024 was mainly due to costs associated with yacht model sales. We sold 100 yacht models to one of the Company’s directors below cost. We considered this as marketing and advertising because the director will give our yacht models to prospective purchasers to promote and market our yachts.

 

Gross profit (loss)

 

Gross profit for the three months ended September 30, 2024, was a loss of $84,341 as we had no sales other than yacht models. Gross profit from continuing operations was $91,826 for the three months ended September 30, 2023. The gross loss in the three months ended September 30, 2024, was all the result of our decision to sell yacht models below cost for marketing purposes, while gross profit in the three months ended September 30, 2023, was the result of yacht sales.

 

Operating expenses

 

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $nil for three months ended September 30, 2024, compared to $nil for the three months ended September 30, 2023.

 

General and administrative expenses consisted mainly of employee salaries and welfare, and expenses for business meeting, utilities, accounting, consulting, and legal services. General and administrative expenses were $159,162 for the three months ended September 30, 2024, compared to $105,234 for the three months ended September 30, 2023, an increase of $53,928 or 51.25%. The increase of G&A expenses mainly reflected increased payroll expense of approximately $15,200, increased professional fees of approximately $36,500, and increased OTC listing fees of approximately $3,900.

 

In addition, on and effective August 1, 2024, the board of directors (the “Board”) appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee were each issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. We also issued 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The 700,000 shares of the Company’s common stock were issued on September 30, 2024 with fair value of $1,932,000. During the three months ended September 30, 2024, the Company recorded $322,000 of stock compensation expense.

 

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai who will serve as the Company’s Chief Technology Officer (“CTO”). The Company will issue Mr. Lai 50,000 shares of the Company’s common stock for the first year of his employment. The shares are to be paid in full within four months from September 1, 2024. If Mr. Lai’s employment continues beyond September 1, 2025, the Company will grant Mr. Lai 20,000 shares of the Company’s common stock each year. During the three months ended September 30, 2024, the Company recorded $8,542 stock compensation expense for Mr. Lai’s services.

 

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month, to be paid quarterly. During the three months ended September 30, 2024, the Company recorded $2,050 stock compensation expense in respect of this arrangement.

 

Other income (expenses), net

 

Net other expenses were $8,413 for the three months ended September 30, 2024, and $6,652 for the three months ended September 30, 2023. For the three months ended September 30, 2024, net other expenses mainly consisted of interest expense of $7,958, and other expenses of $455. For the period ended September 30, 2023, net other expenses mainly consisted of interest expense of $6,271 and miscellaneous expenses of $381.

 

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Net (income) loss from continuing operations

 

We had a net loss from continuing operations of $584,508 for the three months ended September 30, 2024, compared to a net loss of $20,060 for the three months ended September 30, 2023, an increase in our loss of $564,448. The increase in our net loss from continuing operations was mainly due to the decrease in our revenue and increased G&A expenses as described above.

 

LIQUIDITY AND GOING CONCERN

 

We had $213,259 of cash and cash equivalents and working capital of $4,039,077 as of September 30, 2024, and generated a net loss of $584,508 during the three months ended September 30, 2024. Of the assets included in working capital, approximately $2,500,000 was amounts due from related parties The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended September 30, 2024 and 2023.

 

   2024   2023 
Net cash used in operating activities  $(129,776)  $(381,561)
Net cash used in investing activities   -    - 
Net cash provided by (used in) financing activities  $31,395   $(330,692)

 

Net cash used in operating activities

 

Net cash used in operating activities was $129, 776 for the three months ended September 30, 2024, compared to net cash used in operating activities of $381,561 for the three months ended September 30, 2023. The decrease in the use of cash outflow in operating activities was principally attributable to an increase in collection of accounts receivable from related parties by $1,226,980, 2) payments made on notes receivable by $160,504, and 3) a decrease in deferred revenue by $723,667, which was partly offset by 4) decreased cash inflow from inventory by $682,982, 5) increased payment on accounts payable – related party by $903,728, and increased net loss by $231,869 (which was the net loss after adjustments to reconcile net loss to net cash used in operating activities by $2,191,786).

 

Net cash used in investing activities

 

There was no cash provided by or used in investing activities for the three months ended September 30, 2024 and 2023.

 

Net cash provided by (used in) financing activities

 

Net cash provided by financing activities was $31,395 for the three months ended September 30, 2024, compared to net cash used in financing activities of $330,692 for the three months ended September 30, 2023. Net cash provided by financing activities for the three months ended September 30, 2024, consisted of proceeds from related party advances of $77,426, which was partly offset by payments to related parties of $46,031. Net cash used in financing activities for the three months ended September 30, 2023, consisted of payments to related parties of $739,861, which was partly offset by proceeds from related party advances of $409,169.

 

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 $213,259 of cash and cash equivalents and working capital of approximately $4.0 million as of September 30, 2024, which included amounts due from related parties of $2.5 million. The Company generated a net loss of $0.6 million during the three months ended September 30, 2024, and the Company had an accumulated deficit of approximately $2.9 million as of September 30, 2024, and generated negative cash flow from operating activities during the period of $129,776. The Company does not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.

 

24

 

 

The continuation of the Company as a going concern through the one-year anniversary of the date of this filing is dependent upon 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, cash generated from operations, loans from 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 the issuance of 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 apart from amounts outstanding under our SBA Loan and our loan with Taiwan Hua Nan Bank. 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 on 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 Quarterly 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.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

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 Report.

 

25

 

 

● 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.

 

● Credit losses

 

On January1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s unaudited condensed consolidated financial statements as of January 1, 2023.

 

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.

 

Expected credit losses are recorded as allowance for credit losses on the unaudited condensed consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.

 

● 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 an 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, 2024 and 2023, the Company had no allowance for doubtful accounts.

 

● 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.

 

26

 

 

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.

 

● 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.

 

● Recent accounting pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2024.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s financial statement presentation or 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.

 

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) at September 30, 2024 was carried out under the supervision and with the participation of our Chief Executive Officer who also is our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at September 30, 2024, 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 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 at such time as such actions can be properly supported by the financial results of our operations. However, there is no assurance as to when we will undertake to hire the personnel and implement the procedures necessary to remediate the material weaknesses in our disclosure controls and procedures and 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

 

We are not currently party to any material legal or administrative proceedings and are not aware of any claim which might lead to a material legal claim or proceeding being commenced us in the foreseeable future.

 

Item 1A. Risk Factors

 

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended June 30, 2024 (the “2024 Form 10-K”), which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2024 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 September 30, 2024, 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

 

During the quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

 

29

 

 

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  

Certificate of Amendment to Articles of Incorporation filed April 8, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024).

     
3.3  

Certificate of Designation filed April 9, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024).

     
3.4  

Certificate of Amendment to Articles of Incorporation filed November 18, 2019. (incorporated by reference to Exhibit 3.4 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)

     
3.5  

Certificate of Amendment to Articles of Incorporation filed January 16, 2020. (incorporated by reference to Exhibit 3.5 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)

     
3.6   Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock filed December 9, 2020. (incorporated by reference to Exhibit 3.7 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
     
3.7   Bylaws of the Registrant (incorporated by reference to the Company’s Registration Statement on Form S-1 filed July 5, 2017).
     
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)

 

*Filed herewith

**Furnished herewith

 

30

 

 

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: November 14, 2024 By: /s/ Shang-Chai Kung
    Shang-Chai Kung
    President and Chief Executive Officer
   

(Principal Executive Officer and

Principal Accounting Officer)

 

31

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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

 

I, Shang-Chai 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: November 14, 2024  
   
/s/ Shang-Chai Kung  
Shang-Chai 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-Chai 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: November 14, 2024  
   
/s/ Shang-Chai 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 September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”) Shang-Chai 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: November 14, 2024

 

/s/ Shang-Chai Kung  
Shang-Chai 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 September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), Shang-Chai 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: November 14, 2024

 

/s/ Shang-Chai 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.]

 

 

 

v3.24.3
Cover - shares
3 Months Ended
Sep. 30, 2024
Nov. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --06-30  
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 No. 19, Jianping 3rd St  
Entity Address, Address Line Two Anping District  
Entity Address, City or Town Tainan City  
Entity Address, Country TW  
Entity Address, Postal Zip Code 70844  
City Area Code 702  
Local Phone Number 899 0818  
Title of 12(b) Security Common Stock, $0.001 Par Value  
Trading Symbol VIVC  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   27,410,921
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Current assets    
Cash and cash equivalents $ 213,259 $ 310,859
Note receivable 159,708
Inventory 3,918 3,821
Total current assets 5,120,538 4,863,374
Non-current assets    
Property and equipment, net 619 715
Intangible assets, net 1,414 1,970
Total non-current assets 2,033 2,685
TOTAL ASSETS 5,122,571 4,866,059
Current liabilities    
Accrued liabilities and other payables 234,537 220,175
Deferred revenue 58,930
Tax payable 153,559 149,773
Short-term loan 537,125
Total current liabilities 1,081,461 1,661,509
Non-Current liabilities    
SBA loan payable 87,500 87,500
Long-term loan 523,883
Total non-current liabilities 87,500 611,383
TOTAL LIABILITIES 1,168,961 2,272,892
Commitments and contingencies
STOCKHOLDERS’ EQUITY    
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024 832 832
Common stock, $0.001 par value; 70,000,000 shares authorized; 27,357,921 shares issued and outstanding as of September 30, 2024; and 26,657,921shares issued and outstanding as of June 30, 2024 27,358 26,658
Additional paid-in capital 6,789,556 4,847,664
Accumulated other comprehensive income 19,221 16,862
Accumulated deficit (2,883,357) (2,298,849)
Total stockholders’ equity 3,953,610 2,593,167
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 5,122,571 4,866,059
Related Party [Member]    
Current assets    
Accounts receivable - related party 1,242,388
Deposit and prepayments 2,178,793 250,462
Other receivables 2,497,064 2,552,368
Current liabilities    
Accounts payable 903,728
Due to related parties 156,240 186,631
Nonrelated Party [Member]    
Current assets    
Deposit and prepayments 130,816 250,794
Other receivables 96,688 92,974
Current liabilities    
Accounts payable $ 142,272
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Jun. 30, 2024
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 27,357,921 26,657,921
Common stock, shares outstanding 27,357,921 26,657,921
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]    
Total revenue $ 44,243 $ 791,043
Cost of sales 128,584 699,217
Gross profit (loss) (84,341) 91,826
Operating expenses    
Share-based compensation 332,592
General and administrative expenses 159,162 105,234
Total operating expenses 491,754 105,234
Loss from operations (576,095) (13,408)
Other income (expenses)    
Interest expense, net (7,958) (6,271)
Other expenses, net (455) (381)
Total other expenses, net (8,413) (6,652)
Loss before income taxes (584,508) (20,060)
Income tax provision
Net loss from continuing operations (584,508) (20,060)
Net income from discontinued operations 1,859,207
Net income (loss) for the period (584,508) 1,839,147
Other comprehensive item    
Foreign currency translation gain (loss) 2,359 (2,997)
COMPREHENSIVE INCOME (LOSS) $ (582,149) $ 1,836,150
Weighted average common stock outstanding    
Basic 26,375,770 26,657,921
Diluted 26,375,770 [1] 34,977,921
Net income (loss) from per share of common stock – Basic $ (0.02) $ 0.07
Net income (loss) from per share of common stock – Diluted $ (0.02) $ 0.05
Nonrelated Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total revenue $ 791,043
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total revenue $ 44,243
[1] net loss per share was the same for the basic and diluted weighted average shares outstanding for the three months ended September 30, 2024 due to anti-dilution feature resulting from the net loss from both continuing operations and discontinued operations.
v3.24.3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Jun. 30, 2023 $ 832 $ 26,658 $ 4,847,664 $ 10,332 $ (5,149,363) $ (263,877)
Balance, shares at Jun. 30, 2023 832,000 26,657,921        
Foreign currency translation adjustment (2,997) (2,997)
Net income (loss) 1,839,147 1,839,147
Balance at Sep. 30, 2023 $ 832 $ 26,658 4,847,664 7,335 (3,310,216) 1,572,273
Balance, shares at Sep. 30, 2023 832,000 26,657,921        
Balance at Jun. 30, 2024 $ 832 $ 26,658 4,847,664 16,862 (2,298,849) 2,593,167
Balance, shares at Jun. 30, 2024 832,000 26,657,921        
Foreign currency translation adjustment 2,359 2,359
Share-based compensation $ 700 1,941,892 1,942,592
Share-based compensation, shares   700,000        
Net income (loss) (584,508) (584,508)
Balance at Sep. 30, 2024 $ 832 $ 27,358 $ 6,789,556 $ 19,221 $ (2,883,357) $ 3,953,610
Balance, shares at Sep. 30, 2024 832,000 27,357,921        
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ (584,508) $ 1,839,147
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Depreciation and amortization expenses 705 718
Stock compensation expenses 332,592
Gain on disposal of subsidiaries (1,859,207)
Changes in operating assets and liabilities:    
Accounts receivable 15,485
Accounts receivable - related party 1,226,980
Note receivable 160,504
Deposit and prepayments 123,404 (211,480)
Deposit and prepayments- related party (312,000)
Other receivables (1,221) (16,254)
Inventory 682,982
Accounts payable (142,981) (34,405)
Accounts payable - related party (903,728)
Accrued liabilities and other payables 14,216 5,620
Deferred revenue (59,224) (782,891)
Tax payables (5,791)
Net cash used in operating activities (129,776) (381,561)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from related parties 77,426 409,169
Repayment to related parties (46,031) (739,861)
Net cash provided by (used in) continuing operations 31,395 (330,692)
Effect of exchange rate change on cash and cash equivalents 781 (115,731)
NET DECREASE IN CASH & CASH EQUIVALENTS (97,600) (827,984)
CASH & CASH EQUIVALENTS, BEGINNING OF THE PERIOD 310,859 899,567
CASH & CASH EQUIVALENTS, END OF THE PERIOD 213,259 71,583
Supplemental Cash Flows Information:    
Cash paid for income tax
Cash paid for interest $ 7,965 $ 6,486
v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (584,508) $ 1,839,147
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual [Table]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
ORGANIZATION AND BUSINESS BACKGROUND
3 Months Ended
Sep. 30, 2024
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. Beginning with a change in management resulting from a change in control of the Company which occurred at the end of 2018, the Company has explored and initiated operations in a number of business areas related to the pleasure boat industry. These included yacht sales, marine tourism, development of electric powered yachts, development and operation of yacht marinas in Asia and the development of a yacht rental and time share service. More recently, the Company determined to focus its efforts on yacht sales in Taiwan and other selected regions throughout the world. The Company is the exclusive distributor of Monte-Fino yachts in the People’s Republic of China, the Philippines and the Middle East. 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’s headquarters are maintained at its 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 the Company’s wholly owned subsidiary Guangdong Weiguan Ship Tech Co., Ltd (“Weiguan Ship”). In consideration for its interest in Weiguan Ship, the Company received RMB 1,000 ($137) 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 September 30, 2024 is as follows:

 

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  Holding company and tourism consultancy service  52,000,000 ordinary shares for HK$2,159,440   100%
Vivic Corp. Taiwan Branch  The Republic of China (Taiwan)  Provision of yacht service 

Registered: TWD 13,000,000,

Paid Up: TWD 13,000,000

   

100

%

 

On October 9, 2024, the Board of Directors of the Company adopted a resolution changing the fiscal year end of the Company to June 30, effective June 30, 2024. Management believes the change will cause the Company’s annual financial statements to more accurately reflect the Company’s performance and facilitate the timely preparation of its periodic reports required to be filed with the Securities and Exchange Commission.

 

 

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Sep. 30, 2024
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”).

 

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.

 

Credit losses

 

On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s unaudited condensed consolidated financial statements as of January 1, 2023.

 

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment based on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that a receivable is unlikely to be collected.

 

Expected credit losses are recorded as allowance for credit losses on the unaudited condensed consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers an amount that it previously reserved for, the Company will reduce the specific allowance for credit losses.

 

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 an 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 September 30, 2024 and June 30, 2024, the Company had no allowance for doubtful accounts.

 

 

Advances to Suppliers

 

The Company makes advances to certain vendors to purchase finished goods and service. The advances are interest-free and unsecured. As of September 30, 2024 and June 30, 2024, the Company had advanced to suppliers of $130,816 and $250,794 respectively.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to market value, if lower.

 

Property 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 months ended September 30, 2024 and 2023, 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, mainly yachts. The Company recognize its revenue at a point in time when the control of the products has been transferred to customers.

 

Comprehensive income (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 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 jurisdictions. 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 or which operated in the PRC, Taiwan and Hong Kong, maintain their books and records 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 TWD and HK$ into US$ has been made at the following exchange rates as of September 30, 2024 and June 30, 2024 and for the three months ended September 30, 2024 and 2023.

 

   September 30,
2024
   September 30,
2023
   June 30,
2024
 
Period/year-end HK$:US$ exchange rate   7.7693    7.8038    7.8083 
Period/annual average HK$:US$ exchange rate   7.7992    7.8236    7.8190 
Period/year-end TWD:US$ exchange rate   31.6500    32.2400    32.4500 
Period/annual average TWD:US$ exchange rate   32.2891    31.6957    31.8278 

 

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.

 

Net income (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 period. 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 (see Note 13).

 

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

 

(a) Major customers

 

   Percentage of Revenue 
   Three Months Ended September 30, 
   2024   2023 
A   -%   100.0%
B   

100.0

%

     

 

(b) Major vendors

 

   Percentage of Purchases 
   Three Months Ended September 30, 
   2024   2023 
A   -%   77.7%
B   -%   12.7%
C   

92.0

%

   

-

%

 

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 notes 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 approximates 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 notes payable approximates 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 (“VAT”)

 

Sellers and service providers are generally obligated to pay business tax for sales of goods or services within Taiwan unless the law provides otherwise. For imported goods, the business tax will be paid by the goods receivers or buyers via customs. For imported services sold by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers. However, the service buyer (corporate entity) will not be required to pay business tax if it is exclusively engaged in taxable transactions subject to either 5% or 0% VAT.

 

 

VAT is applicable to general industries, and the VAT rate is 5%. Under the VAT system, each seller collects output VAT from the buyer at the time of sale, deducts input VAT paid on purchases from output VAT, and remits the balance to the tax authority.

 

Recent accounting pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2024.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

 

v3.24.3
GOING CONCERN UNCERTAINTIES
3 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN UNCERTAINTIES

NOTE– 3 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 $213,259 of cash and cash equivalents and working capital of approximately $4.0 million as of September 30, 2024, which included amounts due from related parties of $2.5 million, and the Company generated a net loss of $0.6 million during the three months ended September 30, 2024. The Company had an accumulated deficit of approximately $2.9 million as of September 30, 2024 and negative cash flow from operating activities during the period of $129,776. The Company does not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.

 

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 or loans or investments by third parties, increasing its sales and the diversity of its customer base. 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 unable to continue as a going concern. To date the Company has financed its operations primarily through equity investments and loans made by related parties and their affiliates in additional to loans from commercial banks and third parties. The Company may also seek funding through public or private financings, collaborative arrangements, and other possible means of financing.

 

In addition, the Company will seek to expand the yacht brands the Company can offer for sale, the territories in which the Company markets its yachts and, if appropriate based on the Company’s capabilities and what the Company can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other territories. The Company will also seek to enter other areas related to the marine industry where the Company believes it can be profitable.

 

 

v3.24.3
INVENTORY
3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORY

NOTE– 4 INVENTORY

 

Inventory consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
Finished goods, mainly the parts  $3,918   $3,821 
Total inventory   3,918    3,821 
Less: inventory impairment   -      
Inventory, net  $3,918   $3,821 

 

v3.24.3
DEPOSIT AND PREPAYMENTS
3 Months Ended
Sep. 30, 2024
Deposit And Prepayments  
DEPOSIT AND PREPAYMENTS

NOTE– 5 DEPOSIT AND PREPAYMENTS

 

Deposit and prepayments consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Prepayments to vendors  $114,227   $233,681 
Prepaid service fee   16,589    17,113 
Total deposit and prepayments  $130,816   $250,794 

 

Prepayments mainly consisted of prepaid expenses to vendors. The prepaid service fee consisted of prepaid OTC listing fee and annual filling fee.

 

In addition, as of September, 30, 2024 and June 30, 2024, the Company has deposit and prepayments to its related parties of $2,178,793 (of which, $1,610,000 was prepaid Chairman and Directors’ compensation) and $250,462, respectively.

 

On and effective August 1, 2024, the board of directors (the “Board”) appointed five new directors to the Board. The Company issued an aggregate of 700,000 shares of the Company’s common stock on September 30, 2024 with fair value of $1,932,000 to its chairman and the five new directors in consideration of their agreements to serve for the one-year beginning from August 1, 2024. During the three months ended September 30, 2024, the Company recorded $322,000 of related stock compensation expense. As of September 30, 2024, the Company had prepaid Chairman and Directors’ compensation of $1,610,000.

 

v3.24.3
NOTES RECEIVABLE - BANK ACCEPTANCES
3 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
NOTES RECEIVABLE - BANK ACCEPTANCES

NOTE– 6 NOTES RECEIVABLEBANK ACCEPTANCES

 NOTES RECEIVABLE - BANK ACCEPTANCES

 

The Company sold goods to its customers and received notes (bank acceptances) from them in lieu of payment. These bank acceptances were issued by customers to the Company and will be honored by the applicable bank. The Company may hold a bank acceptance until maturity for full payment or have the bank acceptance cashed by the bank at a discount at an earlier date, or transfer the bank acceptance to its vendors in lieu of payment for its obligations. As of September 30, 2024 and June 30, 2024, the Company had notes receivable of $nil and $159,708, respectively. The Company cashed the notes in full in July 2024.

 

 

v3.24.3
PROPERTY AND EQUIPMENT
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE– 7 PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Office equipment  $2,591   $2,527 
Subtotal   2,591    2,527 
Less: accumulated depreciation   (1,972)   (1,812)
Property, plant and equipment, net  $619   $715 

 

Depreciation expenses from continuing operation for the three months ended September 30, 2024, and 2023 were $111 and $114 respectively.

 

v3.24.3
INTANGIBLE ASSETS
3 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

NOTE– 8 INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Software  $7,267   $7,088 
Total intangible assets   7,267    7,088 
Less: accumulated amortization   (5,853)   (5,118)
           
Intangible assets, net  $1,414   $1,970 

 

Amortization expense for the three months ended September 30, 2024 and 2023 were $594 and $605 respectively.

 

v3.24.3
ACCRUED LIABILITIES AND OTHER PAYABLES
3 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
ACCRUED LIABILITIES AND OTHER PAYABLES

NOTE– 9 ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables consisted of the following:

   September 30,
2024
   June 30,
2024
 
         
Accrued penalty  $-   $9,400 
Accrued salaries   6,812    7,147 
Accrued consulting fee   165,000    150,000 
Accrued legal fee   17,901    - 
Other payables   44,824    53,628 
Total accrued liabilities and other payable  $234,537   $220,175 

 

On August 22, 2023, the Company was charged by the Securities and Exchange Commission with violating 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 sufficient detail under the circumstances presented as to why the Form 10-Q could not be timely filed. More specifically, the SEC alleged that the delay was the result of an anticipated restatement of financial statements. 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. Without admitting or denying the findings of the SEC, the Company agreed to a cease-and-desist order that found that the Company filed one deficient Form NT and one untimely Form 8-K. In addition, the Company agreed to pay a fine of $60,000.

 

The Company recorded the $60,000 fine in September 2021. During the three months ended September 30, 2024 and 2023, the Company made a payment of $9,400 and $15,000 to an escrow account, which fund was subsequently released to the SEC. As of September 30, 2024, the Company paid the penalty in full.

 

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

 

 

v3.24.3
LOAN PAYABLE
3 Months Ended
Sep. 30, 2024
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 ($0.16 million) 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 in which the Company received the loan proceeds. During the three months ended September 30, 2024 and 2023, the Company recorded and paid interest expenses of $3,871 and $3,944, 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, 2024, 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 of the equivalent shares. On March 13, 2024, the Company and the lender agreed to extend the term of this loan for an additional year.

 

On May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000 ($0.38 million) 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 three months ended September 30, 2024 and 2023, the Company recorded and paid interest expense of $2,476 and $2,387, respectively. 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 Hwang Liu Shiang (spouse of Shang-Chiai Kung CEO of Vivic Corp).

 

v3.24.3
SBA LOAN PAYABLE
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
SBA LOAN PAYABLE

NOTE– 11 SBA LOAN PAYABLE

 

As of September 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 

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 interest since the interest started to accrue from the original disbursement date. For the three months ended September 30, 2024 and 2023, the Company made payments of interest of $1,618 and $1,281 on the EIDL loan, respectively.

 

As of September 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 

Year Ending September 30,  Amount 
2025  $5,124 
2026   5,124 
2027   5,124 
2028   5,124 
2029   5,124 
Thereafter   61,880 
Total  $87,500 

 

 

v3.24.3
STOCKHOLDERS’ EQUITY
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE– 12 STOCKHOLDERS’ EQUITY

 

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 September 30, 2024 and June 30, 2024, the Company had 832,000 shares of its Series A preferred stock issued and outstanding, with a par value of $0.001 per share, each Series A preferred share can be converted into 10 shares of the Company’s common stock. The holders of Series A preferred stock have voting rights equal to 50 votes per share of Series A preferred stock, and shall be entitled to the dividend equal to the aggregate dividends for 10 shares of common stock for every one share of Series A preferred stock.

 

Common Stock

 

The Company issued an aggregate of 700,000 shares of the Company’s common stock on September 30, 2024 with a fair value of $1,932,000 to its Chairman and directors in consideration of their services for a period of one-year. The Company recorded $1,932,000 as a prepayment. During the three months ended September 30, 2024, the Company expensed $322,000 from the prepayment as stock compensation expense (see Note 14).

 

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai 50,000 shares of the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September 1, 2024. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the three months ended September 30, 2024, the Company recorded $8,542 stock compensation expense for shares issued to Mr. Lai.

 

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm, approved by the Board on October 8, 2024. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month to be paid quarterly. During the three months ended September 30, 2024, the Company recorded $2,050 stock compensation expense in respect of this agreement.

 

 

As of September 30, 2024 and June 30, 2024, the Company had 27,357,921 and 26,657,921 shares of its common stock issued and outstanding, respectively.

 

v3.24.3
NET INCOME (LOSS) PER SHARE OF COMMON STOCK
3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
NET INCOME (LOSS) PER SHARE OF COMMON STOCK

NOTE– 13 NET INCOME (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 for the three months ended September 30, 2024 and 2023:

 

   2024   2023 
   Three Months ended September 30, 
   2024   2023 
Net loss for basic and diluted attributable to Vivic Corp - continuing operations  $(584,508)  $(20,060)
Net income for basic and diluted attributable to Vivic Corp – discontinued operations   -    1,859,207 
Weighted average common stock outstanding – Basic   26,375,770    26,657,921 
Dilutive impact of preferred stock   -    8,320,000 
Weighted average common stock outstanding – Diluted   26,375,770*   34,977,921 
Net loss per share of common stock – basic, continuing operations   (0.02)   (0.00)
Net loss per share of common stock – diluted, continuing operations   (0.02)   (0.00)
Net income (loss) per share of common stock – basic, discontinued operations   -    0.07 
Net income (loss) per share of common stock –diluted, discontinued operations  $-   $0.05 

 

* net loss per share was the same for the basic and diluted weighted average shares outstanding for the three months ended September 30, 2024 due to anti-dilution feature resulting from the net loss from both continuing operations and discontinued operations.

 

v3.24.3
RELATED PARTY TRANSACTIONS
3 Months Ended
Sep. 30, 2024
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, who is the CEO of Vivic Corp.
Kung Hwang Liu Shiang   Director and Spouse of Shang-Chiai Kung, who is the CEO of Vivic Corp.
Shang-Chiai Kung   CEO of Vivic Corp.
Kun-Teng Liao*   Former Secretary and Board Member
Tse-Ling Wang   Director and secretary of the Company
Guangdong Weiguan Ship   Yun-Kuang Kung acquired 100% ownership of this entity from Vivic Corp. in July 2023
Jiazhou Yacht Company Limited   Yun-Kuang Kung has 100% ownership of this entity

 

* On October 9, 2024 Kun-Teng Liao resigned from his positions with the Company and ceased to be Secretary and a Board Member.

 

b. Deposit and prepayment - related party

 

As of September 30, 2024 and June 30, 2024, the Company had deposits and prepayments to Weiguan of $568,793 and $250,462.

 

In addition, on and effective August 1, 2024, the Board of Directors (the “Board”) of the Company appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee will each be issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao will receive 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. The Board also approved the issuance of 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The Company issued an aggregate of 700,000 shares of the Company’s common stock on September 30, 2024 with a fair value of $1,932,000 as prepaid stock compensation expense. During the three months ended September 30, 2024, the Company expensed $322,000 from prepaid expense as stock compensation expense. As of September 30, 2024, the Company had prepaid Chairman and Directors’ compensation of $1,610,000.

 

 

c. Due from related parties

 

Due from related parties consisted of the following:

 

Name  September 30, 2024   June 30, 2024 
Guangdong Weiguan Ship 1)  $2,365,730   $2,365,420 
Yun-Kuang Kung 2)   131,334    186,948 
Total  $2,497,064   $2,552,368 

 

As of September 30, 2024, the due from related parties consisted of the following:

 

  1) The Company had a receivable from Weiguan Ship for $2,365,730 as of September 30, 2024. Because Weiguan Ship was owned by the Company as of June 30, 2023, any amount due was eliminated at consolidation.
     
  2)

On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the three months ended September 30, 2024, Yun-Kuang Kung repaid the Company approximately $61,940.

 

As of September 30, 2024, Vivic HK owed $0.11 million to Yun-Kuang Kung for amounts loaned to Vivic HK. After netting-off the amount of due-to and due-from Yun-Kuang Kung, the Company’s outstanding amount receivable from Yun-Kuang Kung was $131,334 and $186,948 as of September 30, 2024 and June 30, 2024, respectively.

 

d. Due to related parties

 

Due to related parties consisted of the following:

 

Name  September 30, 2024   June 30, 2024 
         
Kung Hwang Liu Shiang  $2,829   $2,815 
Shang-Chiai Kung   153,411    183,816 
Total  $156,240   $186,631 

 

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 interests 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.

 

v3.24.3
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE– 15 COMMITMENTS AND CONTINGENCIES

 

As of September 30, 2024 and June 30, 2024, the Company has no material commitments and contingencies.

 

v3.24.3
SUBSEQUENT EVENTS
3 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE– 16 SUBSEQUENT EVENTS

 

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and determined the Company did not have any major subsequent event that needs to be disclosed.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Sep. 30, 2024
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”).

 

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.

 

Credit losses

Credit losses

 

On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s unaudited condensed consolidated financial statements as of January 1, 2023.

 

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment based on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that a receivable is unlikely to be collected.

 

Expected credit losses are recorded as allowance for credit losses on the unaudited condensed consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers an amount that it previously reserved for, the Company will reduce the specific allowance for credit losses.

 

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 an 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 September 30, 2024 and June 30, 2024, the Company had no allowance for doubtful accounts.

 

 

Advances to Suppliers

Advances to Suppliers

 

The Company makes advances to certain vendors to purchase finished goods and service. The advances are interest-free and unsecured. As of September 30, 2024 and June 30, 2024, the Company had advanced to suppliers of $130,816 and $250,794 respectively.

 

Inventories

Inventories

 

Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to market value, if lower.

 

Property and equipment

Property 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 months ended September 30, 2024 and 2023, 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, mainly yachts. The Company recognize its revenue at a point in time when the control of the products has been transferred to customers.

 

Comprehensive income (loss)

Comprehensive income (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 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 jurisdictions. 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 or which operated in the PRC, Taiwan and Hong Kong, maintain their books and records 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 TWD and HK$ into US$ has been made at the following exchange rates as of September 30, 2024 and June 30, 2024 and for the three months ended September 30, 2024 and 2023.

 

   September 30,
2024
   September 30,
2023
   June 30,
2024
 
Period/year-end HK$:US$ exchange rate   7.7693    7.8038    7.8083 
Period/annual average HK$:US$ exchange rate   7.7992    7.8236    7.8190 
Period/year-end TWD:US$ exchange rate   31.6500    32.2400    32.4500 
Period/annual average TWD:US$ exchange rate   32.2891    31.6957    31.8278 

 

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.

 

Net income (loss) per share

Net income (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 period. 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 (see Note 13).

 

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

 

(a) Major customers

 

   Percentage of Revenue 
   Three Months Ended September 30, 
   2024   2023 
A   -%   100.0%
B   

100.0

%

     

 

(b) Major vendors

 

   Percentage of Purchases 
   Three Months Ended September 30, 
   2024   2023 
A   -%   77.7%
B   -%   12.7%
C   

92.0

%

   

-

%

 

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 notes 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 approximates 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 notes payable approximates 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 (“VAT”)

Value-Added Tax (“VAT”)

 

Sellers and service providers are generally obligated to pay business tax for sales of goods or services within Taiwan unless the law provides otherwise. For imported goods, the business tax will be paid by the goods receivers or buyers via customs. For imported services sold by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers. However, the service buyer (corporate entity) will not be required to pay business tax if it is exclusively engaged in taxable transactions subject to either 5% or 0% VAT.

 

 

VAT is applicable to general industries, and the VAT rate is 5%. Under the VAT system, each seller collects output VAT from the buyer at the time of sale, deducts input VAT paid on purchases from output VAT, and remits the balance to the tax authority.

 

Recent accounting pronouncements

Recent accounting pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2024.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.

v3.24.3
ORGANIZATION AND BUSINESS BACKGROUND (Tables)
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF 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  Holding company and tourism consultancy service  52,000,000 ordinary shares for HK$2,159,440   100%
Vivic Corp. Taiwan Branch  The Republic of China (Taiwan)  Provision of yacht service 

Registered: TWD 13,000,000,

Paid Up: TWD 13,000,000

   

100

%
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVES

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 TWD and HK$ into US$ has been made at the following exchange rates as of September 30, 2024 and June 30, 2024 and for the three months ended September 30, 2024 and 2023.

 

   September 30,
2024
   September 30,
2023
   June 30,
2024
 
Period/year-end HK$:US$ exchange rate   7.7693    7.8038    7.8083 
Period/annual average HK$:US$ exchange rate   7.7992    7.8236    7.8190 
Period/year-end TWD:US$ exchange rate   31.6500    32.2400    32.4500 
Period/annual average TWD:US$ exchange rate   32.2891    31.6957    31.8278 
SCHEDULE OF CONCENTRATIONS AND CREDIT RISK

 

(a) Major customers

 

   Percentage of Revenue 
   Three Months Ended September 30, 
   2024   2023 
A   -%   100.0%
B   

100.0

%

     

 

(b) Major vendors

 

   Percentage of Purchases 
   Three Months Ended September 30, 
   2024   2023 
A   -%   77.7%
B   -%   12.7%
C   

92.0

%

   

-

%
v3.24.3
INVENTORY (Tables)
3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY

Inventory consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
Finished goods, mainly the parts  $3,918   $3,821 
Total inventory   3,918    3,821 
Less: inventory impairment   -      
Inventory, net  $3,918   $3,821 
v3.24.3
DEPOSIT AND PREPAYMENTS (Tables)
3 Months Ended
Sep. 30, 2024
Deposit And Prepayments  
SCHEDULE OF DEPOSIT AND PREPAYMENTS

Deposit and prepayments consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Prepayments to vendors  $114,227   $233,681 
Prepaid service fee   16,589    17,113 
Total deposit and prepayments  $130,816   $250,794 
v3.24.3
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Office equipment  $2,591   $2,527 
Subtotal   2,591    2,527 
Less: accumulated depreciation   (1,972)   (1,812)
Property, plant and equipment, net  $619   $715 
v3.24.3
INTANGIBLE ASSETS (Tables)
3 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS

Intangible assets consisted of the following:

 

   September 30,
2024
   June 30,
2024
 
         
Software  $7,267   $7,088 
Total intangible assets   7,267    7,088 
Less: accumulated amortization   (5,853)   (5,118)
           
Intangible assets, net  $1,414   $1,970 
v3.24.3
ACCRUED LIABILITIES AND OTHER PAYABLES (Tables)
3 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE

Accrued liabilities and other payables consisted of the following:

   September 30,
2024
   June 30,
2024
 
         
Accrued penalty  $-   $9,400 
Accrued salaries   6,812    7,147 
Accrued consulting fee   165,000    150,000 
Accrued legal fee   17,901    - 
Other payables   44,824    53,628 
Total accrued liabilities and other payable  $234,537   $220,175 
v3.24.3
SBA LOAN PAYABLE (Tables)
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF EIDL LOAN PAYMENTS

As of September 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 

Year Ending September 30,  Amount 
2025  $5,124 
2026   5,124 
2027   5,124 
2028   5,124 
2029   5,124 
Thereafter   61,880 
Total  $87,500 
v3.24.3
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables)
3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
SCHEDULE OF NET LOSS PER SHARE

 

   2024   2023 
   Three Months ended September 30, 
   2024   2023 
Net loss for basic and diluted attributable to Vivic Corp - continuing operations  $(584,508)  $(20,060)
Net income for basic and diluted attributable to Vivic Corp – discontinued operations   -    1,859,207 
Weighted average common stock outstanding – Basic   26,375,770    26,657,921 
Dilutive impact of preferred stock   -    8,320,000 
Weighted average common stock outstanding – Diluted   26,375,770*   34,977,921 
Net loss per share of common stock – basic, continuing operations   (0.02)   (0.00)
Net loss per share of common stock – diluted, continuing operations   (0.02)   (0.00)
Net income (loss) per share of common stock – basic, discontinued operations   -    0.07 
Net income (loss) per share of common stock –diluted, discontinued operations  $-   $0.05 

 

* net loss per share was the same for the basic and diluted weighted average shares outstanding for the three months ended September 30, 2024 due to anti-dilution feature resulting from the net loss from both continuing operations and discontinued operations.
v3.24.3
RELATED PARTY TRANSACTIONS (Tables)
3 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
SCHEDULE OF DUE FROM RELATED PARTY

Due from related parties consisted of the following:

 

Name  September 30, 2024   June 30, 2024 
Guangdong Weiguan Ship 1)  $2,365,730   $2,365,420 
Yun-Kuang Kung 2)   131,334    186,948 
Total  $2,497,064   $2,552,368 

 

As of September 30, 2024, the due from related parties consisted of the following:

 

  1) The Company had a receivable from Weiguan Ship for $2,365,730 as of September 30, 2024. Because Weiguan Ship was owned by the Company as of June 30, 2023, any amount due was eliminated at consolidation.
     
  2)

On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the three months ended September 30, 2024, Yun-Kuang Kung repaid the Company approximately $61,940.

 

As of September 30, 2024, Vivic HK owed $0.11 million to Yun-Kuang Kung for amounts loaned to Vivic HK. After netting-off the amount of due-to and due-from Yun-Kuang Kung, the Company’s outstanding amount receivable from Yun-Kuang Kung was $131,334 and $186,948 as of September 30, 2024 and June 30, 2024, respectively.

SCHEDULE OF DUE TO RELATED PARTIES

Due to related parties consisted of the following:

 

Name  September 30, 2024   June 30, 2024 
         
Kung Hwang Liu Shiang  $2,829   $2,815 
Shang-Chiai Kung   153,411    183,816 
Total  $156,240   $186,631 
v3.24.3
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES (Details) - 3 months ended Sep. 30, 2024
HKD ($)
shares
TWD ($)
Vivic Corporation (Hong Kong) Co., Limited [Member]    
Place of incorporationand kind of legal entity Hong Kong  
Principal activities and place of operation Holding company and tourism consultancy service  
Ordinary shares | shares 52,000,000  
Ordinary shares, value $ 2,159,440  
Effective interest held   100.00%
Vivic Corporation Taiwan Branch [Member]    
Place of incorporationand kind of legal entity The Republic of China (Taiwan)  
Principal activities and place of operation Provision of yacht service  
Effective interest held   100.00%
Registered share capital   $ 13,000,000
Paid up share capital   $ 13,000,000
v3.24.3
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - Jul. 12, 2023
USD ($)
CNY (¥)
Stock Purchase Agreement [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Consideration received $ 137 ¥ 1,000
v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVES (Details)
Sep. 30, 2024
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
v3.24.3
SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS (Details)
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Period/Year-End HK$:US$ Exchange Rate [Member]      
Intra-Entity Foreign Currency Balance [Line Items]      
Period exchange rate 7.7693 7.8083 7.8038
Period/Year Average HK$:US$ Exchange Rate [Member]      
Intra-Entity Foreign Currency Balance [Line Items]      
Period exchange rate 7.7992 7.8190 7.8236
Period/Year End TWD:US$ Exchange Rate [Member]      
Intra-Entity Foreign Currency Balance [Line Items]      
Period exchange rate 31.6500 32.4500 32.2400
Period/Annual Average TWD:US$ Exchange Rate [Member]      
Intra-Entity Foreign Currency Balance [Line Items]      
Period exchange rate 32.2891 31.8278 31.6957
v3.24.3
SCHEDULE OF CONCENTRATIONS AND CREDIT RISK (Details)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]    
Product Information [Line Items]    
Percentage of purchase 100.00%
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]    
Product Information [Line Items]    
Percentage of purchase 100.00%  
Vendor A [Member] | Purchase [Member] | Credit Concentration Risk [Member]    
Product Information [Line Items]    
Percentage of purchase 77.70%
Vendor B [Member] | Purchase [Member] | Credit Concentration Risk [Member]    
Product Information [Line Items]    
Percentage of purchase 12.70%
Vendor C [Member] | Purchase [Member] | Credit Concentration Risk [Member]    
Product Information [Line Items]    
Percentage of purchase 92.00%
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Doubtful accounts $ 0   $ 0
Advanced to suppliers $ 130,816   $ 250,794
Finite-lived intangible asset, useful life 10 years    
Impairment of intangible assets $ 0 $ 0  
Value added tax description However, the service buyer (corporate entity) will not be required to pay business tax if it is exclusively engaged in taxable transactions subject to either 5% or 0% VAT    
TAIWAN      
Value added tax percentage 5.00%    
v3.24.3
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Defined Benefit Plan Disclosure [Line Items]      
Cash and cash equivalents $ 213,259   $ 310,859
Working capital deficit 4,000,000.0    
Net income 584,508 $ (1,839,147)  
Accumulated deficit 2,883,357   $ 2,298,849
Negative cash flow from operating activities 129,776 $ 381,561  
Related Party [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Receivable due from a related party $ 2,500,000    
v3.24.3
SCHEDULE OF INVENTORY (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Inventory Disclosure [Abstract]    
Finished goods, mainly the parts $ 3,918 $ 3,821
Total inventory 3,918 3,821
Less: inventory impairment  
Inventory, net $ 3,918 $ 3,821
v3.24.3
SCHEDULE OF DEPOSIT AND PREPAYMENTS (Details) - Nonrelated Party [Member] - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Defined Benefit Plan Disclosure [Line Items]    
Prepayments to vendors $ 114,227 $ 233,681
Prepaid service fee 16,589 17,113
Total deposit and prepayments $ 130,816 $ 250,794
v3.24.3
DEPOSIT AND PREPAYMENTS (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 01, 2024
Sep. 30, 2024
Jun. 30, 2024
Stock compensation expense - related     $ 322,000  
Common Stock [Member]        
Deposit and prepayments $ 1,932,000   $ 1,932,000  
Number of shares, issued   50,000 700,000  
Number of shares, value     $ 1,932,000  
Chairman And Directors [Member]        
Deposit and prepayments 1,610,000   1,610,000  
Related Party [Member]        
Deposit and prepayments 2,178,793   2,178,793 $ 250,462
Board Of Directors [Member]        
Stock compensation expense - related     322,000  
Prepaid directors compensation $ 1,610,000   $ 1,610,000  
Board Of Directors [Member] | Common Stock [Member]        
Number of shares, issued 700,000      
Number of shares, value $ 1,932,000      
v3.24.3
NOTES RECEIVABLE - BANK ACCEPTANCES (Details Narrative) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Receivables [Abstract]    
Note receivable $ 159,708
v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Property, Plant and Equipment [Line Items]    
Subtotal $ 2,591 $ 2,527
Less: accumulated depreciation (1,972) (1,812)
Property, plant and equipment, net 619 715
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Subtotal $ 2,591 $ 2,527
v3.24.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 111 $ 114
v3.24.3
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets $ 7,267 $ 7,088
Less: accumulated amortization (5,853) (5,118)
Intangible assets, net 1,414 1,970
Computer Software, Intangible Asset [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total intangible assets $ 7,267 $ 7,088
v3.24.3
INTANGIBLE ASSETS (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 594 $ 605
v3.24.3
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Payables and Accruals [Abstract]    
Accrued penalty $ 9,400
Accrued salaries 6,812 7,147
Accrued consulting fee 165,000 150,000
Accrued legal fee 17,901
Other payables 44,824 53,628
Total accrued liabilities and other payable $ 234,537 $ 220,175
v3.24.3
ACCRUED LIABILITIES AND OTHER PAYABLES (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Aug. 22, 2023
Sep. 30, 2021
Payables and Accruals [Abstract]        
Accrued penalty     $ 60,000 $ 60,000
Payment to escrow account $ 9,400 $ 15,000    
v3.24.3
LOAN PAYABLE (Details Narrative)
3 Months Ended
Mar. 13, 2023
USD ($)
shares
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
May 18, 2023
USD ($)
May 18, 2023
TWD ($)
Mar. 13, 2023
TWD ($)
Yun-Kuang Kung [Member]            
Short-Term Debt [Line Items]            
Number of shares issued | shares 162,391          
Shares issued value $ 82,836          
Third Party [Member]            
Short-Term Debt [Line Items]            
Borrowed loan $ 160,000         $ 5,000,000
Interest rate 10.00%         10.00%
Interest expense   $ 3,871 $ 3,944      
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, 2024, 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 of the equivalent shares.          
Third Party [Member] | Yun-Kuang Kung [Member]            
Short-Term Debt [Line Items]            
Number of shares issued | shares 162,391          
Taiwan Hua Nan Bank [Member]            
Short-Term Debt [Line Items]            
Borrowed loan       $ 380,000 $ 12,000,000  
Interest rate       3.00% 3.00%  
Interest expense   $ 2,476 $ 2,387      
v3.24.3
SCHEDULE OF EIDL LOAN PAYMENTS (Details)
Sep. 30, 2024
USD ($)
Debt Disclosure [Abstract]  
2025 $ 5,124
2026 5,124
2027 5,124
2028 5,124
2029 5,124
Thereafter 61,880
Total $ 87,500
v3.24.3
SBA LOAN PAYABLE (Details Narrative) - Economic Injury Disaster Loan [Member] - USD ($)
3 Months Ended
Jun. 23, 2020
Sep. 30, 2024
Sep. 30, 2023
Short-Term Debt [Line Items]      
Disaster Loan $ 87,500    
Annual interest 3.75%    
Repayment of interest $ 427 $ 1,618 $ 1,281
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
3 Months Ended
Sep. 01, 2024
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Class of Stock [Line Items]        
Preferred stock, shares authorized   5,000,000   5,000,000
Common stock, shares authorized   70,000,000   70,000,000
Common stock, par value   $ 0.001   $ 0.001
Preferred stock, shares issued   832,000   832,000
Preferred stock, shares outstanding   832,000   832,000
Preferred stock, par value   $ 0.001   $ 0.001
Share-Based Payment Arrangement, Expense   $ 322,000    
Stock compensation expense   $ 332,592  
Common stock, shares issued   27,357,921   26,657,921
Common stock, shares outstanding   27,357,921   26,657,921
Mr.Lai [Member]        
Class of Stock [Line Items]        
Stock compensation expense   $ 8,542    
Investor Relation [Member]        
Class of Stock [Line Items]        
Ordinary shares   1,000    
Stock compensation expense   $ 2,050    
Cash   $ 500    
Common Stock [Member]        
Class of Stock [Line Items]        
Ordinary shares 50,000 700,000    
Ordinary shares, value   $ 1,932,000    
Prepayment   $ 1,932,000    
Common Stock [Member] | Mr.Lai [Member]        
Class of Stock [Line Items]        
Ordinary shares 20,000      
Preferred Class A [Member]        
Class of Stock [Line Items]        
Conversion Of Stock   Series A preferred share can be converted into 10 shares of the Company’s common stock. The holders of Series A preferred stock have voting rights equal to 50 votes per share of Series A preferred stock, and shall be entitled to the dividend equal to the aggregate dividends for 10 shares of common stock for every one share of Series A preferred stock.    
v3.24.3
SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]    
Net loss for basic and diluted attributable to Vivic Corp - continuing operations $ (584,508) $ (20,060)
Net income for basic and diluted attributable to Vivic Corp – discontinued operations $ 1,859,207
Weighted average common stock outstanding – Basic 26,375,770 26,657,921
Dilutive impact of preferred stock 8,320,000
Weighted average common stock outstanding - Diluted 26,375,770 [1] 34,977,921
Net loss per share of common stock – basic, continuing operations $ (0.02) $ (0.00)
Net loss per share of common stock – diluted, continuing operations (0.02) (0.00)
Net income (loss) per share of common stock – basic, discontinued operations 0.07
Net income (loss) per share of common stock –diluted, discontinued operations $ 0.05
[1] net loss per share was the same for the basic and diluted weighted average shares outstanding for the three months ended September 30, 2024 due to anti-dilution feature resulting from the net loss from both continuing operations and discontinued operations.
v3.24.3
SCHEDULE OF DUE FROM RELATED PARTY (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Guangdong Weiguan Ship Tech Co., Ltd [Member]    
Related Party Transaction [Line Items]    
Total [1] $ 2,365,730 $ 2,365,420
Yun-Kuang Kung [Member]    
Related Party Transaction [Line Items]    
Total [2] 131,334 186,948
Related Party [Member]    
Related Party Transaction [Line Items]    
Total $ 2,497,064 $ 2,552,368
[1] The Company had a receivable from Weiguan Ship for $2,365,730 as of September 30, 2024. Because Weiguan Ship was owned by the Company as of June 30, 2023, any amount due was eliminated at consolidation.
[2] On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the three months ended September 30, 2024, Yun-Kuang Kung repaid the Company approximately $61,940.
v3.24.3
SCHEDULE OF DUE FROM RELATED PARTIES (Details) (Parenthetical) - USD ($)
3 Months Ended
Jun. 16, 2023
Sep. 30, 2024
Jun. 30, 2024
Guangdong Weiguan Ship Tech Co., Ltd [Member]      
Related Party Transaction [Line Items]      
Due from related parties [1]   $ 2,365,730 $ 2,365,420
Yun-Kuang Kung [Member]      
Related Party Transaction [Line Items]      
Due from related parties [2]   131,334 186,948
Company loan $ 310,000    
Debt Instrument, Maturity Date May 31, 2026    
Collateral Amount $ 400,000    
Repayments of Debt   61,940  
Outstanding amount   131,334 $ 186,948
Vivic HK [Member]      
Related Party Transaction [Line Items]      
Company loan   $ 110,000  
[1] The Company had a receivable from Weiguan Ship for $2,365,730 as of September 30, 2024. Because Weiguan Ship was owned by the Company as of June 30, 2023, any amount due was eliminated at consolidation.
[2] On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the three months ended September 30, 2024, Yun-Kuang Kung repaid the Company approximately $61,940.
v3.24.3
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Kung Huang Liu Shiang [Member]    
Related Party Transaction [Line Items]    
Total $ 2,829 $ 2,815
Shang-Chiai Kung [Member]    
Related Party Transaction [Line Items]    
Total 153,411 183,816
Related Party [Member]    
Related Party Transaction [Line Items]    
Total $ 156,240 $ 186,631
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 01, 2024
Sep. 30, 2024
Aug. 01, 2024
Jun. 30, 2024
Related Party Transaction [Line Items]          
Stock compensation expense - related     $ 322,000    
Common Stock [Member]          
Related Party Transaction [Line Items]          
Deposit and prepayments - related party $ 1,932,000   $ 1,932,000    
Number of shares, issued   50,000 700,000    
Number of shares, value     $ 1,932,000    
Board Of Directors [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Number of shares, issued       150,000  
Ms Huang And Mr Pao [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Number of shares, received       50,000  
Mr Shang Chiai Kung [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Number of shares, issued       150,000  
Weiguan [Member]          
Related Party Transaction [Line Items]          
Deposit and prepayments - related party 568,793   568,793    
Related Party [Member]          
Related Party Transaction [Line Items]          
Deposit and prepayments - related party 2,178,793   2,178,793   $ 250,462
Board Of Directors [Member]          
Related Party Transaction [Line Items]          
Stock compensation expense - related     322,000    
Prepaid directors compensation $ 1,610,000   $ 1,610,000    
Board Of Directors [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Number of shares, issued 700,000        
Number of shares, value $ 1,932,000        
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Long-Term Purchase Commitment [Line Items]    
Commitments and contingencies
Capital Addition Purchase Commitments [Member]    
Long-Term Purchase Commitment [Line Items]    
Commitments and contingencies  

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