Vivic Corp 10-Q, filed Aug 14, 2024
Vivic Corp. (VIVC)
About this 10-Q
Vivic Corp filed this 10-Q on August 14, 2024, covering the quarter ended June 30, 2024.
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.57M
- Net income
- $425.22K
- up 1270.0% from net income of $31.04K a year earlier
- Diluted EPS
- $0.02
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(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 | ||
| 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.
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
☐
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 | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of August 13, 2024, there were shares of the registrant’s common stock outstanding.
VIVIC CORP.
FORM 10-Q
March 31, 2024
INDEX
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:
| ● | our goals and strategies; | |
| ● | our future business development, financial condition and results of operations; | |
| ● | our expectations regarding demand for, and market acceptance of, our products; | |
| ● | our expectations regarding keeping and strengthening our relationships with merchants, manufacturers and end-users; and | |
| ● | general economic and business conditions in the regions where we provide our services. |
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
Use of Certain Defined Terms
Except where the context otherwise requires and for the purposes of this report only:
the “Company,” “we,” “us,” and “our” refer to Vivic Corp. (“Vivic”) and its subsidiaries.
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;
“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China (excluding Hong Kong and Taiwan);
“Renminbi” and “RMB” refer to the legal currency of China;
“Securities Act” refers to the Securities Act of 1933, as amended; and
“US dollars,” “dollars” and “$” refer to the legal currency of the United States.
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PART I - FINANCIAL INFORMATION
VIVIC CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2024 | December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables | ||||||||
| Deposit and prepayments | ||||||||
| Other receivables | ||||||||
| Inventory | ||||||||
| Due from related parties | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable-related party | ||||||||
| Accrued liabilities and other payables | ||||||||
| Deferred revenue | ||||||||
| Income taxes payable | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Non-Current liabilities | ||||||||
| SBA loan payable | ||||||||
| Long term loan | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2024 and December 31, 2023 | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2024 and December 31, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
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 | 2024 | 2023 | |||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| - | - | |||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other expenses, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||
| Income tax provision | ( | ) | ||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||||||||||
| Net income (loss) from discontinued operations | ( | ) | ||||||||||||||
| Net income (loss) for the period | $ | $ | $ | $ | ( | ) | ||||||||||
| Other comprehensive item | ||||||||||||||||
| Foreign currency translation gain | ||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted average common stock outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Net income (loss) from per share of common stock – Basic | $ | $ | $ | $ | ( | ) | ||||||||||
| Net income (loss) from per share of common stock – Diluted | $ | $ | $ | $ | ( | ) | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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VIVIC CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
(UNAUDITED)
| No. of shares | Amount | No. of shares | Amount | capital | (loss) | loss | (deficit) | |||||||||||||||||||||||||
| Preferred stock | Common stock | Additional paid-in | Accumulated other comprehensive income | Accumulated | Total
| |||||||||||||||||||||||||||
| No. of shares | Amount | No. of shares | Amount | capital | (loss) | loss | equity | |||||||||||||||||||||||||
| Balance as of December 31, 2023 | | $ | | $ | $ | $ | ( | ) | $ | ( | ) | $ | | |||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
| Preferred stock | Common stock | Additional paid-in | Accumulated other comprehensive income | Accumulated | Total shareholders’ | |||||||||||||||||||||||||||
| No. of shares | Amount | No. of shares | Amount | capital | (loss) | loss | equity | |||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of March 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Shares issued for loan settlement | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||
| Net income (loss) for the period | - | - | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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VIVIC CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2024 | 2023 | |||||||
| For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization expenses | ||||||||
| Shares issued for loan settlement | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables | ( | ) | ||||||
| Deposit and prepayments | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Accounts payable | ||||||||
| Accounts payable to related party | ||||||||
| Accrued liabilities and other payables | ||||||||
| Income taxes payables | ||||||||
| Net cash provided by continuing operations | ||||||||
| Net cash used in discontinued operations | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of fixed assets | ||||||||
| Net cash used in continuing operations | ||||||||
| Net cash used in discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related parties | ||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||
| Proceeds from loans | ||||||||
| Net cash provided by continuing operations | ||||||||
| Net cash used in discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange loss on cash and cash equivalents | ( | ) | ( | ) | ||||
| NET INCREASE IN CASH & CASH EQUIVALENTS | ||||||||
| CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH & CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents included in assets classified as held for sale | ||||||||
| Total of cash and cash equivalents | $ | $ | ||||||
| Supplemental Cash Flows Information: | ||||||||
| Continuing operations: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Flows Information: | ||||||||
| Common stock issued for loan settlement | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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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 Asia and the Middle East and is the non-exclusive distributor in other territories throughout the world for which Monte-Fino has not appointed an exclusive distributor. 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
Description of subsidiaries as of June 30, 2024 is as follows:
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 |
ordinary shares for HK$ |
|||||||
| Vivic Corp. Taiwan Branch | Registered:
TWD |
VIVC and its subsidiaries are hereinafter referred to as (the “Company”).
| 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”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the six and three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. The interim unaudited condensed consolidated financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, previously filed with the SEC on April 16, 2024.
● 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.
| 9 |
● 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 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 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 December 31, 2023, the Company had
● Property, plant, and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking into account their estimated residual values:
SCHEDULE OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVES
| Expected useful life | ||
| Service yacht | ||
| Motor vehicle | ||
| Office equipment |
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.
| 10 |
● 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
The
Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators
of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’
carrying amounts. During the three and six months ended June 30, 2024 and 2023 there were
● 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. 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 jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| 11 |
● 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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed consolidated statements of changes in stockholder’s equity deficit.
Translation of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023.
SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS
| June 30, 2024 | June 30, 2023 | December 31, 2023 | ||||||||||
| Period/year-end RMB:US$ exchange rate | ||||||||||||
| Period/annual average RMB:US$ exchange rate | ||||||||||||
| Period/year-end HK$:US$ exchange rate | ||||||||||||
| Period/annual average HK$:US$ exchange rate | ||||||||||||
| Period/year-end TWD:US$ exchange rate | ||||||||||||
| Period/annual average TWD:US$ exchange rate | ||||||||||||
Lease
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component.
| 12 |
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the periods. Diluted loss per share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive.
● Related parties
Parties, which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
● Concentrations and credit risk
The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.
● Fair value of financial instruments
The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and 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 approximate at their fair values because of the short-term nature of these financial instruments.
Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of 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. |
| 13 |
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
● Value-Added Tax
Sellers
and service providers are generally obligated to pay business tax for the sales of goods or services within Taiwan unless the law provides
otherwise. For importation of goods, the business tax will be paid by the goods receivers or buyers via customs. For importation of services
sold by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers.
VAT
is applicable to general industries, and the VAT rate is
● Reclassification
Certain prior period accounts have been reclassified in conformity with current period’s presentation including reclassification of operations of discontinued entities from operations of continuing entities. These reclassifications had no impact on the reported results of operations and cash flows.
● 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 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 $
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. 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.
| 14 |
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 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.
NOTE– 4 DEPOSIT AND PREPAYMENTS
Deposit and prepayments consisted of the following:
SCHEDULE OF DEPOSIT AND PREPAYMENTS
| June 30, 2024 | December 31, 2023 | |||||||
| Prepayments | $ | $ | ||||||
| Prepaid service fee | ||||||||
| Total deposit and prepayments | $ | $ | ||||||
Prepayments mainly consisted of prepaid expenses to vendors. The prepaid service fee consisted of prepaid OTC listing fee and annual filling fee.
NOTE– 5 PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, 2024 | December 31, 2023 | |||||||
| Office equipment | $ | $ | ||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation
expenses for the three months ended June 30, 2024, and 2023 were $
Depreciation
expense for the six months ended June 30, 2024, and 2023 was $
NOTE– 6 INTANGIBLE ASSETS
Intangible assets consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| June 30, 2024 | December 31, 2023 | |||||||
| Software | $ | $ | ||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| 15 |
Amortization
expense for the three months ended June 30, 2024, and 2023 were $
Amortization
expense for the six months ended June 30, 2024, and 2023 was $
NOTE– 7 ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued liabilities and other payables consisted of the following:
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE
| June 30, 2024 | December 31, 2023 | |||||||
| Accrued penalty | $ | $ | ||||||
| Accrued salaries | ||||||||
| Accrued consulting fee | ||||||||
| Other payables | ||||||||
| Total accrued liabilities and other payable | $ | $ | ||||||
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 $
The
Company recorded the $
Accrued liabilities and other payables are the expenses that will be settled in next twelve months.
NOTE– 8 LOAN PAYABLE
On
March 13, 2023, Vivic Taiwan entered a loan agreement with a third-party individual. Vivic Taiwan borrowed TWD
| 16 |
On
May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD
NOTE– 9 SBA LOAN PAYABLE
On
June 23, 2020, Vivic Corp. received an $
As of June 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:
SCHEDULE OF EIDL LOAN PAYMENTS
| Year Ending June 30, | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE– 10 STOCKHOLDERS’ EQUITY
Authorized Shares
The Company is authorized to issue shares of preferred stock and shares of common stock each with a par value of $ per share.
Preferred Stock
As of June 30, 2024 and December 31, 2023, the Company had shares of its preferred stock issued and outstanding.
Common Stock
On
May 26, 2023, the Company issued shares of common stock to settle a debt due to Yun-Kuang Kung in the amount of $
| 17 |
As of June 30, 2024 and December 31, 2023, the Company had shares of its common stock issued and outstanding.
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 and six months ended June 30, 2024 and 2023:
| 2024 | 2023 | |||||||
| Three Months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Net income (loss) for basic and diluted attributable to Vivic Corp - continuing operations | $ | $ | ( | ) | ||||
| Net income (loss) for basic and diluted attributable to Vivic Corp – discontinued operations | ||||||||
| Weighted average common stock outstanding – Basic | ||||||||
| Dilutive impact of preferred stock | ||||||||
| Weighted average common stock outstanding – Diluted | ||||||||
| Net income (loss) per share of common stock – basic, continuing operations | ( | ) | ||||||
| Net income (loss) per share of common stock – diluted, continuing operations | ( | ) | ||||||
| Net income (loss) per share of common stock – basic and diluted, discontinued operations | $ | $ | ) | |||||
| 2024 | 2023 | |||||||
| Six Months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Net income (loss) for basic and diluted attributable to Vivic Corp - continuing operations | $ | $ | ( | ) | ||||
| Net income (loss) for basic and diluted attributable to Vivic Corp – discontinued operations | ( | ) | ||||||
| Weighted average common stock outstanding – Basic | ||||||||
| Dilutive impact of preferred stock | ||||||||
| Weighted average common stock outstanding – Diluted | ||||||||
| Net income (loss) per share of common stock – basic, continuing operations | ( | ) | ||||||
| Net income (loss) per share of common stock – diluted, continuing operations | ( | ) | ||||||
| Net income (loss) per share of common stock – basic and diluted, discontinued operations | $ | $ | ) | |||||
NOTE– 12 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 Huang 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* | Secretary and Board Member | |
| Huilian Chen | Office manager of Vivic Corp. | |
| Guangdong Weiguan Ship | Yun-Kuang Kung acquired 100% ownership of this entity from Vivic Corp. in July 2023 |
* On August 01,2024 Kun-Teng Liao resigned and ceased to be the Secretary and Board Member.
| 18 |
b. Accounts payable - related party
Accounts
payable to related party represented $
c. Due from related parties
Due from related parties consisted of the following:
SCHEDULE OF DUE FROM RELATED PARTY
| Name | June 30, 2024 | December 31, 2023 | ||||||
| Guangdong Weiguan Ship 1) | $ | $ | ||||||
| Yun-Kuang Kung 2) | ||||||||
| Total | $ | $ | ||||||
| 1) | ||
| 2) | On
June 16, 2023, the Company entered a trilateral Corporation Agreement with Yun-Kuang Kung and Guangdong Weiguan Shipping Co., Ltd
(“Weiguan Ship”, | |
| Per
the terms of the agreement, Weiguan Ship pledged a yacht with book value of $ | ||
| In the event that Yinxin is unable to repay the full amount at maturity, the Company has the option to accept stock ownership from Yinxin or take possession of the pledged yacht as repayment. | ||
| As
of June 30, 2024 and December 31, 2023, Vivic HK had a due to Yun-Kuang Kung of $ | ||
| 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 $ |
| 19 |
d. Due to related parties
Due to related parties consisted of the following:
SCHEDULE OF DUE TO RELATED PARTIES
| Name | June 30, 2024 | December 31, 2023 | ||||||
| Kung Huang Liu Shiang | $ | $ | ||||||
| Shang-Chiai Kung | ||||||||
| Total | $ | $ | ||||||
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a 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 consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
NOTE– 13 COMMITMENTS AND CONTINGENCIES
As
of June 30, 2024 and December 31, 2023, the Company has
NOTE– 14 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 had the following major subsequent event need to be disclosed:
On and effective August 1, 2024, the board of directors (the “Board”) of Vivic Corp. appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Li and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Li will each be issued shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company, and each of Ms. Huang and Mr. Pao will receive shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company.
| 20 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to those statements included elsewhere in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date hereof. Any forward-looking statements represent management’s commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation to revise any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events. You should specifically consider the various risk factors identified in our 2023 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements.
Overview
Beginning with a change in our management resulting from a change in control of our Company which occurred at the end of 2018, we have 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. 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.
We are the exclusive distributor of Monte-Fino yachts in Asia and the Middle East pursuant to our agreement with Kha Shing Enterprise Co. We also distribute Monte Fino yachts in other territories throughout the world other than those where Kha Shing has granted another company exclusive distribution rights. Our employees located in Taiwan engage in the design, construction, on an outsourced basis, and distribution of power boats, charter boats and eco-friendly new energy boats. In cooperation with Kha Shing, we design and offer various yachts models which differ in their sizes, performances, and functions. Currently, we own our own brand name, “VIVIC.”
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.
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 contract with a selected local manufacturer. Our technical staff closely monitors the progress of construction. Upon completion, we deliver the boat to the location designated by our customer.
Results of Operations
On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), entered into a Stock Purchase Agreement with Yun-Kuang Kung pursuant to which Mr. Kung acquired all of the shares of our indirectly wholly-owned subsidiary, Guangdong Weiguan Ship Tech Co., Ltd. (“Weiguan Ship”). In consideration for our interest in Weiguan Ship, we received RMB 1,000 ($137) and the agreement of Mr. Kung to indemnify us and our affiliates against any and all claims, including unknown claims and claims for taxes, related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement. 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.
| 21 |
As a result of the sale of our interest in Weiguan Ship and its subsidiaries, the assets and related liabilities and the results of operations of such entities are included in the financial statements included in this report as discontinued operations. The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.
Comparison of results of operations for the three months ended June 30, 2024, and 2023
| Dollar | Percent | |||||||||||||||||||||||
| 2024 | % of sales | 2023 | % of sales | Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||
| Revenue, net | $ | 2,574,818 | - | % | $ | - | - | % | $ | 2,574,818 | 100.00 | % | ||||||||||||
| Cost of revenue | 1,749,265 | 67.94 | % | - | - | % | 1,749,265 | 100.00 | % | |||||||||||||||
| Gross profit | 825,553 | 32.06 | % | - | - | % | 825,553 | 100.00 | % | |||||||||||||||
| General and administrative expenses | 384,186 | 14.92 | % | 109,103 | - | % | 275,083 | 252.13 | % | |||||||||||||||
| Total operating expenses | 384,186 | 14.92 | % | 109,103 | - | % | 275,083 | 252.13 | % | |||||||||||||||
| Income from operations | 441,367 | 17.14 | % | (109,103 | ) | - | % | 550,470 | (504.54 | )% | ||||||||||||||
| Other expenses, net | (31,023 | ) | (1.20 | )% | 26,366 | - | % | (57,389 | ) | (217.66 | )% | |||||||||||||
| Income (loss) before income taxes | 410,344 | 15.94 | % | (82,737 | ) | - | % | 493,081 | 595.96 | % | ||||||||||||||
| Income tax benefit | (14,878 | ) | (0.58 | )% | - | - | % | (14,878 | ) | (100.00 | )% | |||||||||||||
| Net income (loss) from continuing operations | 425,222 | 16.51 | % | (82,737 | ) | - | % | 507,959 | (613.94 | )% | ||||||||||||||
| Net income (loss) from discontinued operations | - | - | % | 113,776 | - | % | (113,776 | ) | (100.00 | )% | ||||||||||||||
| Net income (loss) attributable to Vivic Corp. | 425,222 | 16.51 | % | 31,039 | - | % | 394,183 | 1,269.96 | % | |||||||||||||||
Revenue
Revenue from continuing operations was $2,574,818 for the three months ended June 30, 2024. We did not generate revenues from continuing operations in the three months ended June 30, 2023. The revenue from continuing operations for the three months ended June 30, 2024 reflected sales of yachts. In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world and we began to generate revenues from the sale of yachts in the third quarter of 2023, when revenues were $791,043.
Cost of revenue
Cost of revenue from continuing operations was $1,749,265 for the three months ended June 30, 2024. We did not generate revenues from continuing operations in the three months ended June 30, 2023 and thus had no cost of revenues in the period. The cost of revenues in the three months ended June 30, 2024 was mainly due to costs associated with yacht sales.
Gross profit
Gross profit from continuing operations was $825,553 for the three months ended June 30, 2024. We did not generate any revenues from continuing operations in the three months ended June 30,2023, and, consequently, had no gross profits from continuing operations during such quarter, The gross profit in the three months ended June 30, 2024 is all the result of yacht sales.
| 22 |
Operating expenses
Selling expenses consist mainly of employee salaries and welfare, entertainment, and transportation expenses of the marketing department. There were no selling expenses incurred for the three months ended June 30, 2024 and June 30, 2023.
General and administrative expenses consist mainly of employee salaries and welfare, business meeting, utilities, accounting, consulting, and legal expenses. General and administrative expenses were $384,186 for the three months ended June 30, 2024, compared to $109,103 for the three months ended June 30, 2023, an increase of $275,083 or 252%, the increase was mainly due to increased commission expense of $70,120, increased audit fee of $30,128, increased advertising expenses of $105,415, increased legal expenses of $23,071, increased consulting expenses of $30,000, and increased salary expense of $15,840.
Other income (expenses), net
Net other expenses were $31,023 for the three months ended June 30, 2024, and net other income was $26,366 for the three months ended June 30, 2023, respectively. For the three months ended June 30, 2024, the net other expenses mainly consisted of other expenses of $24,609 and interest expense of $6,414. For the three months ended June 30, 2023, the net other income mainly consisted of other income of $31,081, which was partly offset by interest expense of $4,715.
Net (income) loss from continuing operations
We had net income from continuing operations of $425,222 for the three months ended June 30, 2024, compared to a net loss of $82,737 for the three months ended June 30, 2023, an increase of $507,959 or 613.94%. The increase in net income from continuing operations was mainly due to the gross profit generated through yacht sales which was partly offset by increased G&A expenses.
Net income from discontinued operations
There was no financial impact in the three months ended June 30, 2024, from the operations which were disposed of previously. We generated net income from discontinued operations of $113,776 for the three months ended June 30, 2023.
Comparison of results of operations for the six months ended June 30, 2024, and 2023
| Dollar | Percent | |||||||||||||||||||||||
| 2024 | % of sales | 2023 | % of sales | Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||
| Revenue, net | $ | 4,412,260 | - | % | $ | - | - | % | $ | 4,412,260 | 100.00 | % | ||||||||||||
| Cost of revenue | 2,398,756 | 54.37 | % | - | - | % | 2,398,756 | 100.00 | % | |||||||||||||||
| Gross profit | 2,013,504 | 45.63 | % | - | - | % | 2,013,504 | 100.00 | % | |||||||||||||||
| General and administrative expenses | 788,727 | 17.88 | % | 152,436 | - | % | 636,291 | 417.42 | % | |||||||||||||||
| Total operating expenses | 788,727 | 17.88 | % | 152,436 | - | % | 636,291 | 417.42 | % | |||||||||||||||
| Income from operations | 1,224,777 | 27.76 | % | (152,436 | ) | - | % | 1.377,213 | (903.47 | )% | ||||||||||||||
| Other expenses, net | (37,031 | ) | (0.84 | )% | (35,847 | ) | - | % | 1,184 | 3.30 | % | |||||||||||||
| Income (loss) before income taxes | 1,187,746 | 26.92 | % | (188,283 | ) | - | % | 1,376,029 | 730.83 | % | ||||||||||||||
| Income tax expense | 152,359 | 3.45 | % | - | - | % | 152,359 | 100.00 | % | |||||||||||||||
| Net income (loss) from continuing operations | 1,035,387 | 23.47 | % | (188,283 | ) | - | % | 1,223,670 | (649.91 | )% | ||||||||||||||
| Net income (loss) from discontinued operations | - | - | % | (112,905 | ) | - | % | 112,905 | (100.00 | )% | ||||||||||||||
| Net income (loss) attributable to Vivic Corp. | 1,035,378 | 23.47 | % | (301,188 | ) | - | % | 1,336,575 | (443.77 | )% | ||||||||||||||
| 23 |
Revenue
Revenue from continuing operations was $4,412,260 for the six months ended June 30, 2024. We did not generate any revenues from continuing operations in the six months ended June 30, 2023. The revenue from continuing operations for the six months ended June 30, 2024 reflected sales of yachts. In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world and we began to generate revenues from the sale of yachts in the third quarter of 2023, when revenues were $791,043.
Cost of revenue
Cost of revenue from continuing operations was $2,398,756 for the six months ended June 30, 2024. We did not generate revenues from continuing operations in the same period of 2023 and thus had no cost of revenues in the period. The cost of revenues in the six months ended June 30, 2024 was mainly due to costs associated with yacht sales.
Gross profit
Gross profit from continuing operations was $2,013,504 for the six months ended June 30, 2024. We did not generate any revenues from continuing operations in the six months ended June 30,2023, and, consequently, had no gross profits from continuing operations during such period, The gross profit in the six months ended June 30, 2024 is all the result of yacht sales.
Operating expenses
Selling expenses consist mainly of employee salaries and welfare, entertainment, and transportation expenses of the marketing department. There were no selling expenses incurred for the six months ended June 30, 2024 and 2023.
General and administrative expenses consist mainly of employee salaries and welfare, business meeting, utilities, accounting, consulting, and legal expenses. General and administrative expenses were $788,727 for the six months ended June 30, 2024, compared to $152,436 for the six months ended June 30, 2023, an increase of $636,291 or 417.42%. The increase was mainly due to increased commission expense of $388,127, increased audit fee of $40,128, increased advertising expenses of $105,415, increased legal expenses of $36,082, increased consulting expenses of $30,000, increased salary expense of $18,372, increased travel expense of $9,500, increased OTC listing fee of $7,650 and increased amortization expense of $1,202.
Other income (expenses), net
Net other expenses were $37,031 for the six months ended June 30, 2024, and $35,847 for the six months ended June 30, 2023, respectively. For the six months ended June 30, 2024, the net other expenses mainly consisted of other expenses of $24,609 and interest expense of $12,422. For the six months ended June 30, 2023, the net other expenses mainly consisted of other expenses of $28,921, and interest expense of $6,926.
Net (income) loss from continuing operations
We had net income from continuing operations of $1,035,387 for the six months ended June 30, 2024, compared to a net loss of $188,283 for the six months ended June 30, 2023, an increase of $1,223,670. The increase in net income from continuing operations was mainly due to the increased gross profit which was partly offset by increased G&A expenses and increased income tax expense.
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Net (income) loss from discontinued operations
There was no financial impact in the six months ended June 30, 2024, from the operations which were disposed of previously. We incurred a net loss of $112,905 from discontinued operations for the six months ended June 30, 2023.
LIQUIDITY AND GOING CONCERN
We had $310,859 of cash and cash equivalents and working capital of $3,202,096 as of June 30, 2024, and generated net income from continuing operations of $1,035,387 during the six months ended June 30, 2024. The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2024, and 2023.
| 2024 | 2023 | |||||||
| Net cash provided by operating activities for continuing operations | $ | 231,396 | $ | 1,374,231 | ||||
| Net cash used in operating activities for discontinued operations | - | (235,556 | ) | |||||
| Net cash provided by operating activities | 231,396 | 1,138,675 | ||||||
| Net cash used in investing activities for continuing operations | - | - | ||||||
| Net cash used in investing activities for discontinued operations | - | (75,967 | ) | |||||
| Net cash used in investing activities | (75,967 | ) | ||||||
| Net cash provided by financing activities for continuing operations | 10,495 | 491,438 | ||||||
| Net cash used in financing activities for discontinued operations | - | (744,664 | ) | |||||
| Net cash provided by (used in) financing activities | $ | 10,495 | $ | (253,226 | ) | |||
Net cash provided by operating activities from continuing operations
Net cash provided by operating activities from continuing operations was $231,396 for the six months ended June 30, 2024, compared to net cash provided by operating activities from continuing operations of $1,374,231 for the six months ended June 30, 2023. The decrease in cash inflow from operating activities was principally attributable to increased cash outflow on accounts receivables of $1,232,553, and decreased cash inflow on deferred revenue of $3,220,574, which was partly offset by increased cash inflow on deposit and prepayments of $1,154,925, increased cash inflow on other receivables of $84,073, increased cash inflow on accounts payable to related party of $903,728, increased cash inflow on accounts payable of $107,424, increased cash inflow on income taxes payable of $137,129 and decreased cash outflow on inventory of $834,789.
Net cash from continuing operations used in or provided by investing activities.
There was no cash used in investing activities for continuing operations for both the six months ended June 30, 2024, and 2023, respectively.
Net cash provided by financing activities from continuing operations
Net cash used in financing activities for continuing operations was $10,495 for the six months ended June 30, 2024, compared to net cash provided by financing activities for continuing operations of $491,438 for six months ended June 30, 2023. Net cash used in financing activities for continuing operations for the six months ended June 30, 2024, consisted of advance from related party of $17,095 and repayment to related party of $6,600. Net cash provided by financing activities for continuing operations for the six months ended June 30, 2023, consisted of proceeds from loans of $555,900, which was partly offset by repayment to related parties of $64,462.
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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 $310,859 of cash and cash equivalents and working capital of approximately $3.2 million as of June 30, 2024, which included a receivable from a related party in the amount of $2.8 million, and the Company generated net income of $1.04 million during the six months ended June 30, 2024. However, the Company had an accumulated deficit of approximately $2.3 million as of June 30, 2024.
The continuation of the Company as a going concern through the one-year anniversary of the date of this filing is dependent upon the continued financial support from its related parties and loans or investments from third parties. The Company is actively pursuing additional financing for its operations through loans and the sale of equity. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.
Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date of issuance of this report. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds, cash generated from operations and further issuances of securities to our principal shareholders. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements 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 Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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SIGNIFICANT ACCOUNTING POLICIES
Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions which affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Accounting policies are critical and necessary to account for the material estimates and assumptions on our unaudited condensed consolidated financial statements. For further information on all of our significant accounting policies, see the “Notes to Unaudited Condensed Consolidated Financial Statements” of this Annual Report.
● Revenue recognition
In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from the processing, distribution, and sale of its products.
● 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 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 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 December 31, 2023, the Company had no allowance for doubtful accounts.
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● Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
● 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.
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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 June 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 June 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.
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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.
We anticipate paying on a timely basis the remaining instalments of the $60,000 fine we agreed to pay arising out of the charge brought against us by the Securities and Exchange Commission related to the Form12b-25 “Notification of Late Filing” we filed with respect to our Report on Form 10-Q for the quarter ended March 31, 2023.
Item 1A. Risk Factors
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our 2023 Form 10-K, which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2023 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 six months ended June 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
None
| 30 |
Item 6. Exhibits
| 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
| 31 |
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VIVIC, CORP. | ||
| Dated: August 14, 2024 | By: | /s/ Shang-Chiai Kung |
| Shang-Chiai Kung | ||
| President and Chief Executive Officer | ||
(Principal Executive Officer and Principal Accounting Officer) | ||
| 32 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Shang-Chiai Kung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vivic Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. In my capacities as Principal Executive Officer and Principal Financial Officer, as the sole certifying officer of the registrant, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. As the sole certifying officer of the registrant, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: August 14, 2024 | |
| /s/ Shang-Chiai Kung | |
| Shang-Chiai Kung | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Shang-Chiai Kung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vivic Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. In my capacities as the Principal Executive Officer and Principal Financial Officer, as the sole certifying officer of the registrant, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. As the sole certifying officer of the registrant, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: August 14, 2024 | |
| /s/ Shang-Chiai Kung | |
| Shang-Chiai Kung | |
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Vivic Corp., a Nevada corporation (the “Company”), on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”) Shang-Chiai Kung, Chief Executive Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: August 14, 2024
| /s/ Shang-Chiai Kung | |
| Shang-Chiai Kung | |
| Chief Executive Officer (Principal Executive Officer) |
[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.]
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Vivic Corp., a Nevada corporation (the “Company”), on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), Shang-Chiai Kung, Chief Financial Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: August 14, 2024
| /s/ Shang-Chiai Kung | |
| Chief Financial Officer (Principal Financial Officer) |
[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company. and furnished to the Securities and Exchange Commission or its staff upon request.]