Vivic Corp 10-K for FY2025
Vivic Corp. (VIVC)
About this 10-K
Vivic Corp filed this 10-K on September 30, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
Headline figures
Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $44.52K
- down 99.3% from $5.95M a year earlier
- Net loss
- $3.45M
- compared with net income of $2.85M a year earlier
- Diluted EPS
- -$0.13
- compared with $0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________
COMMISSION
FILE NO.
(Exact name of registrant as specified in its charter)
| State or Other Jurisdiction of | (IRS Employer | |
| Incorporation or Organization) | Identification Number) |
Tel:
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
(Title of Class)
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 shorter period that the registrant as required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No
There were shares of the Company’s common stock outstanding as of September 22, 2025.
The
aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2024 was $
TABLE OF CONTENTS
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INTRODUCTORY COMMENTS
We are a Nevada holding company with operations conducted primarily through a branch in Taiwan and we own an entity formed in Hong Kong.
References in this report to the “Company,” “VIVC,” “Vivic,” “we,” “us” and “our” refer to Vivic Corp., a Nevada company, and Vivic Corporation (Hong Kong) Limited its wholly-owned subsidiary on a consolidated basis. Where reference to a specific entity is required, the name of such specific entity will be referenced.
All dollar amounts refer to US dollars unless otherwise indicated.
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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-K including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Consequently, all of the forward-looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
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 2022, 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. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. In connection with this decision, the Company commenced the wind-down and deregistration of Vivic Taiwan, which is expected to be completed by the end of 2025. Going forward, our business activities will be conducted primarily through our U.S. entity.
We are the exclusive distributor of Monte Fino yachts in Asia and the Middle East pursuant to our agreement with Kha Shing Enterprise Co. (“Kha Shing”). We also distribute Monte Fino yachts in other territories throughout the world other than those, such as the United States, 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.”
We are dedicated to catering to the needs of affluent yacht operators in the United States and Southeast Asia, who are interested in outdoor yacht recreational activities. With the increase in disposable incomes, more individuals are looking to participate in outdoor water sports, yacht tourism, recreational activities and social gatherings on the water for business entertainment without the expense and demands of yacht ownership. This growing trend is a major driver in the high-end shipping industry. We recognize that yacht rental and ownership can be an expensive proposition, which is why we and other industry players are promoting the idea of yacht sharing, luxury yacht charters and group travel. Our standardized and rapid production, coupled with the operating efficiencies of our yachts, enables cooperative yacht operators to achieve a better return on investment through more economical use and maintenance of their yachts. This allows multiple families to enjoy a cruise or yacht rental at a time of their choosing.
Our yachts are manufactured by third parties selected by us on the basis of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we negotiate and sign an original equipment manufacturer (“OEM”) contract with a selected local manufacturer. Our technical staff closely monitors the progress of construction. Upon completion, we deliver the boat to the location designated by our customer.
Our Market
We market our yachts by participating in boat shows, through a strong channel of agents and operators in various regions. Advantages of the yachts we design include Ease of land transportation reducing logistics costs, standardized designs to facilitate mass production, the use of catamarans as the main hull design to save fuel and provide a large deck for activities, high-end interior decoration and cutting-edge features, eliminating any unnecessary functions and decorations to optimize cost savings and expedite the recycling process and the ability to convert the hull for use on a diesel engine or a renewable energy craft.
Our current primary goal is to become a leading distributor of charter boats globally and thereafter, expand into other areas of high-end boating by, for example, developing a high performance all-electric yacht. This initially will require that we build upon the reputation of Monte Fino yachts, our relationship with Kha Shing and the extensive experience of our management. As we move into other areas, we will require additional personnel, in particular those with design and engineering backgrounds.
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We believe the knowledge and experience of our management and our relationship with Kha Shing provides us with a sound basis upon which to grow our business and then expand into other areas related to pleasure crafts. A key to our growth will be the development of relationships with partners in the United States and Southeast Asia.
Sales and Marketing
We are dedicated to catering to the needs of affluent yacht operators in the United States and Southeast Asia, who are interested in outdoor yacht recreational activities. With the increase in disposable incomes, more individuals are looking to participate in outdoor water sports, yacht tourism, recreational activities and social gatherings on the water for business entertainment without the expense and demands of yacht ownership. This growing trend is a major driver in the high-end shipping industry. We recognize that yacht rental and ownership can be an expensive proposition, which is why we and other industry players are promoting the idea of yacht sharing, luxury yacht charters and group travel. Our standardized and rapid production, coupled with the operating efficiencies of our yachts, enables cooperative yacht operators to achieve a better return on investment through more economical use and maintenance of their yachts. This allows multiple families to enjoy a cruise or yacht rental at a time of their choosing.
Not all yacht customers desire the same type of yacht or the same features. There is great divergence among the features customers want. Customers in certain markets focus on the size and speed of the craft, while others focus on high-end accessories. The needs of the short-distance day cruiser are much different than those partaking in long overnight cruises or who choose to spend more time on their yachts even when harbored in a marina. Our ability to offer each consumer a yacht designed to his needs and specifications is one of our strengths.
We market our yachts by participating in boat shows, through a strong channel of agents and operators in various regions. Advantages of the yachts we design include Ease of land transportation reducing logistics costs, standardized designs to facilitate mass production, the use of catamarans as the main hull design to save fuel and provide a large deck for activities, high-end interior decoration and cutting-edge features, eliminating any unnecessary functions and decorations to optimize cost savings and expedite the recycling process. and the ability to convert the hull for use on a diesel engine or a renewable energy craft.
Dedicated Customer Support Team
Our marketing effort does not stop when the customer purchases one of our yachts. After sale activities intended to maintain a positive relationship include follow up calls, review requests, and reminders for scheduled maintenance and maintenance items. We have a dedicated staff of full-time employees including trained technicians to assist with any required maintenance or repair issues that may arise.
Product Warranties
We provide limited warranty coverage for defects in materials and workmanship in our yachts. In addition, we endeavor to ensure that the manufacturers of the engines incorporated into our yachts provide all our customers with warranty and service programs. We offer a two-year warranty on the hulls of our yachts.
Financing Arrangements
We do not directly finance the purchase of our yachts. We do, however, have programs where we introduce our customers to lenders, who depending upon the qualifications of the customer, are willing to provide financing.
Manufacturing and Sourcing
We outsource the manufacture of our yachts to qualified producers, including Kha Shing, who are generally well known to our staff. Production of each yacht is entrusted to a facility based upon the manufacturing skills and capabilities of the facility, its economic wherewithal and the ability to meet delivery dates.
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We work with each of our manufactures to ensure that they have the parts and accessories necessary and all of our accessories are sourced from selected global manufacturers with which we or our manufacturers have ongoing relationships. Our in-house sourcing and logistics personnel reach out to possible vendors and suppliers and review their products and background to ensure that their products will meet our standards and that they can meet our needs on a timely basis. We review market trends with our major suppliers to determine whether there is an opportunity to upgrade or accessorize a product to increase its customer appeal, the sales price and our margins.
Orders and Backlog
Since we decided to focus on yacht sales, our business volume has continued to grow. This is evident in our first revenue from yacht sales in the second half of calendar year 2023, which reached $160,000. In calendar year 2024, we received orders for 10 yachts, including orders from our mainland agency region. While this did not increase the Vivic brand’s presence in the US, it did enhance our brand’s visibility in Asia.
Employees
As of September 20, 2025, we employed 14 individuals including outside sales personnel. We believe that our relationships with our employees are generally good.
Competition
The market for traditional high-end yachts is highly competitive and changes rapidly. We position yachts as operational assets and seek to assist yacht operators to use yachts in a variety of ways to meet their customers’ individual needs for water travel, entertainment spaces and for business and social interaction. We believe that this is a niche market in which we do not compete directly against most large well capitalized companies with extensive experience and well-known brand names that offer yachts for use by individuals. Generally speaking, middlemen seek to lease idle private yachts for use by others, including businesses and individuals. The needs of the customers who lease idle yachts have become more specific and are no longer satisfied by traditional high-end yachts. As a result, yacht operators require yachts with standardized configurations, greater open space, flexibles accommodations, greater energy efficiencies, lower acquisition costs and professional support. Our yachts are specifically for these operators, designed, produced and delivered, with follow on support to suit their needs, Currently, very few manufacturers target yachts for yacht operators. We believe we are one of the few yacht manufacturers seeking to serve this new and growing market. Nevertheless, there are few barriers to entry and given the enormity of the boating industry, this market will likely attract new competitors. Our success will be contingent upon our ability to offer yachts that appeal to the ultimate end user with a strong value proposition for the yacht operator.
While seeking to develop the market for sales to tour operators, we will also seek to increase sales of Monte Fino luxury yachts, particularly in the 40 to 70 foot size, the range generally purchased by private yacht owners. Many existing competitors in this market are well-established and enjoy greater resources or other strategic advantages. With the introduction of new technologies and market entrants, we expect the competitive environment to be and remain intense. Many of our current competitors enjoy greater resources, recognized brand names, wide distribution networks and more mature intellectual property portfolios than we currently have. Among our well-known competitors are Azimut and Ferretti.
Intellectual Property and Patents
We rely on, trade secrets, copyrights, know-how, trademarks, license agreements, patents and contractual provisions to establish our intellectual property rights and protect our products, brands and services. These legal means, however, afford only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention.
We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements in our favor. These agreements will provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons we employ will sign such agreements, or if they do, or, if they are breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.
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Regulations
We are subject to numerous regulations applicable to businesses generally in Taiwan, including regulations relating to working conditions, employee compensation and the maintenance of welfare plans. Moreover, although we do not manufacture the yachts we sell, our contractors will be subject to numerous regulations related to worker safety intended to protect against occupational exposure to chemicals, including health and safety risks, and the use and disposal of various chemicals. This regulatory framework imposes compliance burdens on our contractors which we must consider when determining who to use to manufacture yachts.
The craft we sell are utilized throughout the world which requires that we design and build our yachts in a manner which will allow our customers to comply with regulations imposed on them by various jurisdictions. The use of traditional diesel engines for cruising and on-board activities produces significant waste resulting in environmental pollution. As is the case with automobiles, governments have been increasing standards related to environmental protection and it is likely they will continue to do so. For example, in 2008, The European Union and International Maritime Organization implemented new marine engine emission standards since 2008. This changing regulatory landscape imposes a significant burden on us to ensure our yachts can be used throughout the world.
Regulation of Ships in Taiwan
Since the lifting of the Taiwan Maritime Ban, Taiwan’s government has actively promoted water leisure activities. The Ministry of Communications revised “The Law of Ships” and added a special chapter for yachts (Chapter 7 of the Law of Ships), which was announced and implemented on December 8, 1999. The Port and Port Bureau of the Ministry of Communications announced on March 25th, 2002, the Ship and Ocean Industries R&D Center was to become a yacht verification agency. The ship center provides RINA-Italian ship certification services, CE certification services, MCA business yacht certification services and other certification services.
Regulations on Company Establishment
The establishment, operation and management of companies in Taiwan is governed by the Taiwan Company Act, which was latest amended on December 29, 2021. There are four types of companies in Taiwan: unlimited company, unlimited company with limited liability shareholders, limited company and company limited by shares. Unlimited company and unlimited company with limited liability shareholders are rarely used in practice; a company limited by shares is the most common form of business undertaken for foreign investors in Taiwan. The Taiwan Company Act applies to both Taiwan domestic companies and foreign-invested companies, unless otherwise provided in the relevant foreign investment laws and regulations.
Currently, we do not have any subsidiaries in Taiwan, having chosen to operate as a branch office of our Nevada company, which is in the process of deregistration. Operating as a branch office causes us to be subject to the jurisdiction of the Taiwanese government and the local government where our facilities are located. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia.
Foreign Investment
The principal regulations governing foreign investments in Taiwan are the Statute for Investment by Foreign Nationals, the Regulations for Verification of Investment by Overseas Chinese and Foreign Nationals, and the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals. In order to efficiently provide services and manage foreign investments, Taiwan government has established the Investment Commission under the Ministry of Economic Affairs.
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All investments made by foreign nationals within the territory of Taiwan must comply with the provisions of the Statute for Investment by Foreign Nationals and receive permission from the Investment Commission. The “Negative List for Investment by Overseas Chinese and Foreign Nationals” issued by the Investment Commission sets forth a list of industries closed to foreign investment because the authorities believe such industries are material to national security and environmental protection. The restricted list generally includes public utilities, power distribution, natural gas, postal service, telecommunications, mass media, and air and sea transportation.
There is no limitation on foreign investment in companies engaged in the design, manufacture and sale of yachts.
Dividend Distribution and Fund Transfer
Except under limited circumstances, a Taiwanese company will not be permitted to distribute dividends or make other distributions to shareholders in any given year in which it did not record net income or retained earnings (excluding reserves). The Taiwan Company Act requires that 10% of annual net income (less prior years’ losses, if any, and applicable income taxes) be set aside as a legal reserve until the accumulated legal reserve equals the paid-in capital of the company. The company will be permitted to make distributions to its shareholders in cash or in the form of common shares from legal reserves if it has no accumulated loss, provided that the distribution payable out of the company’s legal reserve can only come from the amount exceeding 25% of the total paid-in capital.
Foreign Exchange
The principal regulation governing foreign currency exchange in Taiwan is the Foreign Exchange Regulation Act, amended on April 29, 2009. Pursuant to the Foreign Exchange Regulation Act, Taiwan Dollars amounting under the amount of NTD$500,000 are freely convertible no matter what transaction they are in relation with. On the other hand, the transactions involving NTD$500,000 or more or its equivalent in foreign currency shall fulfill certain obligations as provided in the Regulations Governing the Declaration of Foreign Exchange Receipts and Disbursements or Transactions.
Under the Regulations Governing the Declaration of Foreign Exchange Receipts and Disbursements or Transactions, for those foreign exchange transactions which amounts more than NTD$500,000 and relates to the sales of goods or provision of services, such transaction shall be declared through filing a declaration statement. For those foreign exchange transactions which are not related to the sales of goods or provision of services, ranging from NTD$500,000 to US$100 million (or its equivalent), such transaction shall be declared through filing a declaration statement, and providing supporting documents, such as contracts or letters of approval, to the bank. For those foreign exchange transactions which are not related to the sales of goods or provision of services, amounting more than US$100 million (or its equivalent) (or such other amount as determined by the Central Bank of the Republic of China (Taiwan) from time to time at its discretion in consideration of the economic and financial conditions of Taiwan) in each calendar year, such transaction shall be declared through filing a declaration statement, providing supporting documents to the bank, and obtaining the approval of the Central Bank of the Republic of China (Taiwan).
Though Taiwan government has promulgated the Regulations Governing Foreign Exchange Control on July 2, 1997, pursuant to the Foreign Exchange Regulation Act, the requirements for the government to implement those foreign exchange control measures should be subject to either of the following conditions: (1) When the domestic or foreign economic disorder might endanger the stability of the domestic economy; and (2) When this country suffers a severe balance of payments deficit. From the past, since the Regulations Governing Foreign Exchange Control came into effect, Taiwan government has never implemented those foreign exchange control measures.
Recent Developments
On August 18, 2025, the Board of Directors of VIVIC Corp. (“VIVIC”) adopted a resolution for the dissolution of its representative office, VIVIC Corp. Taiwan Branch (“Vivic Taiwan”), a company formed under the laws of the Republic of China (“Taiwan”). VIVIC Taiwan has been mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries.
A Certificate of Dissolution was filed on August 19, 2025, and was approved by the regulatory authorities on August 21, 2025. The reason for the dissolution was due to Taiwan government’s policy of prohibiting importing ships from China, where our main suppliers are. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. As required by local procedure, public notices were published on September 26, 2025, September 27, 2025, and September 29, 2025. If no creditor objections are filed within three months following the final publication, the court is expected to issue a certificate of closure, after which the Company intends to close Vivic Taiwan bank account and complete deregistration. Subject to these conditions, the Company currently expects completion by year-end 2025.
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ITEM 1A. RISK FACTORS
You should carefully consider the risks described below together with all of the other information included in this Report. These risks and uncertainties are not the only ones facing our business. Some of these risks and uncertainties relate principally to our business, the industry in which we operate or to the securities markets generally and ownership of our securities specifically. Additional risks and uncertainties not presently known to us or that we believe to be immaterial may also adversely affect our business. If any of the conditions described in the following risks actually occurs, our business, financial condition, or results of operations could be harmed. In that case, the trading price of our common stock, if and when a market for our common stock develops, could decline, and an investor in our securities may lose all or part of their investment.
Risks Related to Our Business
Our registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in their audit report.
Our registered public accounting firm in its audit report expressed substantial doubt about our ability to continue as a going concern. Our continued operation is dependent upon continued financial support from related parties or our ability to raise sufficient funds to finance our activities from third parties. Until such time, if ever, we begin to generate positive cash flow and operate profitably. Our financial statements do not include any adjustments that might result from the uncertainty about our ability to continue its business.
We will need to secure financing in the future and our ability to secure future financing is uncertain.
We lack the capital necessary to conduct our operations and achieve our business plan and will need to secure financing to achieve our goals. To date we have financed our operations primarily through equity investments and loans made by related parties and their affiliates in additional to loans from commercial banks and third parties. We may seek funding through public or private financings, collaborative arrangements, debt or other arrangements with related parties and third parties. None of the parties which has provided funding to us has agreed to do so and if adequate funds are not available, we may be required to delay, scale back or eliminate one or more segments of our business operations or curtail our business operations in their entirety. The issuance of equity may result in dilution to the holders of our outstanding shares of capital stock. Debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes and limit our flexibility in planning for, or reacting to, changes in our business and our industry.
We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.
We are highly leveraged and we may need additional financing which may not be available.
We have funded our operations to date through loans from related parties, third party lenders and commercial banks and the willingness of third parties to delay payment of amounts due. Consequently, as June 30, 2025, we had no accounts payable to related parties, and loans payable to third parties were in the amount of $339,054 and the amount of our indebtedness has increased from such date. If we are not able to pay or refinance the outstanding principal and accrued interest on our loans when due, our operations may be materially and adversely affected. We may need to offer the holders of our debt increases in the rates of interest they receive or otherwise compensate them through payments of cash or issuances of our equity securities or securities convertible into our equity or modification of our loan agreements to provide additional compensation. Future financings or re-financings may involve the issuance of additional debt, equity and securities convertible into or exercisable for our equity securities. If we are unable to consummate such financings or re-financings, our operations may be adversely affected and the trading price of our common stock could be adversely affected and the terms of such financings may adversely affect the interests of our existing stockholders. Any failure to obtain additional working capital when required would have a material adverse impact on our business and financial condition and may result in a decline in the price of our common stock. If we are not able to fund ongoing losses through funds provided by third parties or our stockholders, we may become insolvent and cease operations.
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We have a limited operating history on which to judge our performance and assess our prospects for future success.
We were formed in 2017. To date we have initiated operations in various businesses related to recreational maritime activities. We did not have sufficient capital to fully develop these ventures and recently elected to dispose of them and focus on the design, manufacture and sale of yachts. Consequently, we have a limited operating history on which to evaluate our prospects and have generated minimal revenues. Although we anticipate that our revenues will increase, the amounts of future losses we will incur and when, if ever, we will achieve profitability and positive cash flow from operations are uncertain.
We are subject to the risks frequently experienced by early-stage companies.
The likelihood of our success must be considered in light of the risks frequently encountered by early-stage companies. These risks include our potential inability to:
| ● | identify, attract, retain and motivate qualified personnel; | |
| ● | develop strategic relationships and partnerships; | |
| ● | continue to develop or otherwise obtain access to yachts containing those features that customers desire at prices which enable us to penetrate the market on a profitable basis; | |
| ● | develop a positive reputation, attract customers and build trust with customers; | |
| ● | scale up to larger operations on a consistent basis; and | |
| ● | sufficiently fund the capital expenditures required to scale up from small initial operations to larger operations. |
Economic conditions that impact consumer spending may have a material adverse effect on our business, results of operations or financial condition.
Our products compete with a variety of other recreational products and activities for consumers’ discretionary income and leisure time. Our results of operations are therefore sensitive to changes in overall economic conditions that impact consumer spending and particularly discretionary spending. Weakening of, and fluctuations in, economic conditions affecting disposable consumer income, the availability of consumer credit, employment levels, consumer confidence, business conditions, fuel and energy costs, could reduce consumer spending generally or discretionary spending in particular. Such reductions could materially adversely affect our business, results of operations or financial condition.
We may not be able to compete effectively against our competitors.
We face competition in the sale of yachts from well-established companies and small independent companies many of which have greater capital resources, established dealer networks and recognized brand names. Our opportunity to obtain customers may be limited by our financial resources and other assets. We are subject to competitive pricing. Such pricing pressure may limit our ability to maintain prices or to increase prices for our products in response to raw material, labor and other cost increases and so negatively affect our profit margins.
We will also face competition in any business area we may enter, including the design, manufacture and sale of energy-efficient yachts. With respect to the yacht design, manufacturing and marketing business, our main competitors may be Amer Yachts Company, HAISEA Yacht Company and HENSEN Yacht Company. There is no assurance that we will be able to effectively compete against these and other competitors.
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Our growth could strain our personnel and infrastructure resources, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.
Our success will depend in part upon management’s ability to manage growth. To do so, we must continue to hire, train, and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing, and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. The additional headcount and capital investments we are adding will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by offsetting expense reductions in the short term. If we fail to successfully manage our growth, we will be unable to execute our business plan.
Our limited investment in R&D may adversely affect our ability to enhance existing products and develop and market new products.
We continually review consumer demand for our products. We, however, devote limited amounts to developing new product lines. Thus, we may not be able to compete effectively with those of our competitors that continually seek to develop new models and innovations to enhance consumer appeal. Without significant investment in product development, there can be no assurance that we will be able to successfully compete in the marketplace. Even if we can successfully introduce new models with enhanced accessories, there is no guarantee that these models will appeal to consumers which could adversely impact our business and our results of operations or financial condition could be materially adversely affected.
We rely on third parties to manufacture the yachts we sell.
We depend on third parties to manufacture all of the yachts we sell, in particular. Competition for the output of better manufacturers is intense. If these independent manufacturers were unwilling or unable to supply us with yachts at prices which enable us to maintain our gross margins, it would materially adversely affect our business, results of operations or financial condition. Although we constantly look to broaden the manufacturers we rely upon and reduce our dependence upon a limited number of manufacturers, there is no assurance we will be able to do so.
We may choose to rely upon manufacturers based in China and their operations are subject to risks associated with business operations in China. Any disruption in the ability of these manufacturers to supply us with appropriately products on a timely basis could have a material adverse effect on our business, results of operations or financial condition.
The boat manufacturing industry in mainland China and the demand for boats by citizens of the PRC are growing and we may seek to sell yachts within the PRC directly or through distributors or have boats produced in the PRC.
The Chinese government may intervene or influence the operations of any business located in China or the industry in which a business operates at any time, which could result in a material change to the operations of any distributor or supplier based in China with which we do business.
China has been subject to political instability and dramatic changes in economic policies. Policies of the Chinese government can have significant effects on the economic conditions of China and industries within China. The Chinese government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that China will continue to strengthen its economic and trading relationships with foreign countries and business development in China will follow market forces. While we believe that this trend will continue, we cannot assure you that this will be the case. Changes in policies, regulations, rules, and the enforcement of laws by the Chinese government, may produce quick shifts in policy with little advance notice that could adversely affect our interests by interfering with the operations of Chinese based suppliers we choose to rely upon. Although the Chinese government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic, and social environment.
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We have manufacturers based in Taiwan and the yachts that we receive from them may be subject to certain risks of economic and policy changes in China that could adversely affect our business operations.
Although the Company has determined to concentrate its operations in the United States and Southeast Asia, as of June 30, 2025, our business is based in Taiwan and we rely upon manufacturers in Taiwan. The sovereignty of Taiwan is a longstanding point of contention between China and the United States. The United States maintains unofficial relations with Taiwan, while also recognizing the “One China” policy of China, which acknowledges Beijing as the legitimate government of China. Both China and the United States have engaged in military posturing around the Taiwan Strait. This increases the risk of accidental clashes or misunderstandings that could escalate into conflict, which will affect both our China-mainland-based and Taiwan-based suppliers.
Higher fuel costs can materially adversely affect our business, results of operations or financial condition.
Increases in energy costs can adversely affect the pricing and availability of petroleum based raw materials. There is no guarantee that we will be able to pass such higher costs to customers, and so an increase in such costs could have a material adverse effect on our business, results of operations or financial condition. Also, higher fuel costs, whether petroleum based or electric, increase the cost of owning and operating yachts, which can reduce demand for them and so materially adversely affect our business, results of operations or financial condition.
Changes in the credit markets could decrease the ability of consumers to purchase our products and have a material adverse effect on our business, results of operations or financial condition.
Changes in economic conditions could result in a deterioration or increased volatility in the credit and lending markets, which could adversely impact consumers who rely upon financing for such purchases. If financing is not available to consumers on satisfactory terms, it is possible that our business, results of operations or financial condition could be materially adversely affected. In addition, concerns regarding the debt ceiling of the United States and budget deficit resulting in the downgrade of the United States government’s credit rating and the impact of additional credit agency downgrades could have a material adverse effect on worldwide economic conditions, the financial markets, and the availability of credit and, consequently, have a material adverse effect on our business, results of operations or financial condition.
Our business depends on the continued contributions made by Mr. Shang-Chai Kung. The loss of the services of Mr. Kung may result in a severe impediment to our business.
Our success is dependent upon the continued contributions made by Mr. Shang-Chai Kung our Chairman and Chief Executive Officer. Mr. Kung is 84 years old. If he cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in severe damage to our business operations and would have an adverse material impact on our financial position and operational results.
Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services.
In addition to Mr. Kung, we currently depend on the continued services and performance of key members of our management team. Many of our executives have extensive experience in the maritime industry, our products and the markets for our products. The loss of some or all our executives could negatively affect our ability to develop and pursue our business strategy, which could materially adversely affect our business, results of operations or financial condition. We do not maintain “Key Employee” insurance on any members of our management team.
In addition, our success depends to a large extent upon our ability to retain skilled employees at rates which enable us to maintain our margins. There is intense competition for qualified and skilled employees, and our failure to recruit, train and retain such employees at appropriate rates of compensation, if at all, could have a material adverse effect on our business, results of operations or financial condition.
Our management has no experience operating a company with publicly traded shares.
Mr. Kung has not operated a company with shares traded in the public markets and consequently, are not familiar with many of the requirements applicable to a public company. Our management and other personnel will need to devote a substantial amount of time to ensure compliance with these requirements and we anticipate that we may need to rely upon outside advisors, counsel, and consultants to ensure compliance with applicable laws and regulations and undertaking various actions, such as implementing new internal controls and procedures. We anticipate that compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs substantially.
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If we fail to develop and protect our brand names and reputation, we may not attract customers, which could adversely affect our revenues and financial performance.
We will invest significant resources to promote our brand names to obtain favorable recognition for us and our products among the public and, in particular, prospective distributors and dealers. We may not be able to attract and retain a robust network of distributors and dealers or a significant customer base, which could in turn adversely affect our business, results of operations or financial condition.
Our inability to adequately protect our trade names, trademarks and patents could have an impact on our brand images and ability to penetrate new markets.
We believe that our trade names and trademarks and patents will be important assets and an essential element of our strategy. We will apply for the registration of many of our trade names, trademarks, and patents in various countries. This process is time consuming and expensive. There can be no assurance that we will obtain such registrations or that the registrations we obtain will prevent the imitation of our trademarks, brand names, products or infringement of our intellectual property rights by others. Our failure to successfully protect our trademarks could diminish the value and effectiveness of our past and future marketing efforts and could cause customer confusion. This could in turn adversely affect our revenues, profitability, and the market price of our common stock.
We may be unable to protect our intellectual property or may incur substantial costs because of litigation or other proceedings relating to the protection of our intellectual property.
Our success depends in part on our ability to protect our patents, trademarks, copyrights, and trade secrets from unauthorized use by others. If substantial unauthorized use of our intellectual property rights occurs, we may incur significant costs in enforcing such rights by prosecuting actions for infringement of our rights, particularly considering that policing unauthorized use of our intellectual property may be particularly difficult outside North America. Such unauthorized use could also result in diversion of management resources devoting attention to these matters at the expense of other tasks related to our business. Others may also initiate litigation to challenge the validity of our patents, trademarks, copyrights, and trade secrets, or allege that we are infringing their patents, trademarks, copyrights or trade secrets. If our competitors initiate litigation to challenge the validity of our patents, trademarks, copyrights, and trade secrets, or allege that we infringe theirs, we may incur substantial costs to defend our rights. If the outcome of any such litigation is unfavorable, our business, results of operations or financial condition could be materially adversely affected. If we are unable to protect our technology through the enforcement of intellectual property rights, our ability to compete based on technological advantages may be harmed. If we fail to prevent substantial unauthorized use of our trade secrets, we risk the loss of certain competitive advantages, which could have a material adverse effect on our business, results of operations or financial condition.
Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our business, results of operations or financial condition.
We provide a limited warranty against defects for all our products for a period generally varying from one year to two years. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. We record provisions in our financial statements based on an estimate of product warranty claims, but there is the possibility that actual claims may exceed these provisions and therefore negatively impact earnings.
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The failure of our information technology systems or a security breach involving consumer or employee personal data could have a materially adverse effect on our reputation and business, results of operations or financial condition.
Our business operations utilize a variety of cloud-based information technology systems. We are dependent on these systems for all commercial transactions and supply chain and inventory management. Although we (i) have established a firewall for our network, (ii) conduct regular system updates and employee trainings, (iii) regularly backup our data and (iv) have established appropriate contingency plans to mitigate the risks associated with a failure of our information technology systems or a security breach, if one of our key IT systems were to suffer a failure this could have a material adverse effect on our business, results of operations or financial condition. Further, we rely on third parties for certain IT services. If the service provider were to fail or the relationship with us were to end, we might be unable to find a suitable replacement in a timely manner, and our business, results of operations or financial condition could be materially adversely affected. We continually modify and enhance our IT systems and technologies to increase productivity and efficiency. As new systems and technologies are implemented, we could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to our manufacturing and other business processes. When implemented, the systems and technologies may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on our business, results of operations or financial condition.
We receive and store personal information in connection with human resources operations, credit operations, warranty management, marketing efforts and other aspects of our businesses. Any security breach of our IT systems or those with whom we do business could result in disruptions to our operations or erroneous transactions. To the extent that such a breach results in a loss or damage to our data, or an inappropriate disclosure of confidential or personal information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against us and ultimately materially adversely affect our business, results of operations or financial condition.
We and our products are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution and other issues that could cause us to incur fines or penalties or increase our operating costs.
Our products are subject to laws, rules and regulations in various countries regarding product safety, health, environmental and noise pollution and other issues that could cause our customers to incur fines or penalties or increase our operating costs as we seek to ensure that our yachts meet all applicable regulations. A failure to comply with, or compliance with, any such requirements or any new requirements could result in increased expenses to modify our products, or harm to our reputation.
Climate change is receiving increasing attention worldwide. A perceived consensus regarding the impact of increased levels of greenhouse gases, including carbon dioxide, on climate change has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Greenhouse gas regulations could result in an overall increase in costs of raw materials or operating expenses, any of which could reduce competitiveness in a global economy or otherwise have a material adverse effect on our business, results of operations or financial condition. Many of our suppliers face similar circumstances. Moreover, we and our suppliers may face greater regulatory or customer pressure to offer products that generate less greenhouse emissions. This may require the expenditure of significant funds on R&D implementation and subject us to the risk that our competitors may respond to these pressures in a manner that gives them a competitive advantage. The development of such products may also present challenges in maintaining the look, sound and feel of our products. While additional regulations of emissions in the future appear likely, it is too early to predict whether such regulation could ultimately have a material adverse effect on our business, results of operations or financial condition.
If product liability lawsuits are brought against us, we may incur substantial liabilities.
We face a risk of lawsuits alleging that our yachts fail to meet specifications or are otherwise defective, including claims of defects causing personal injury. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:
| ● | decreased demand for products that we offer for sale; | |
| ● | injury to our reputation; | |
| ● | costs to defend the related litigation; | |
| ● | a diversion of management’s time and resources; | |
| ● | substantial monetary awards to trial participants or customers; and | |
| ● | product recalls, withdrawals or labeling, marketing or promotional restrictions. |
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Our insurance may not be sufficient.
We carry insurance that we consider adequate in regard to the nature of the covered risks and the costs of coverage. We are not fully insured against all possible risks, nor are all such risks insurable. We may be forced to cover the costs of certain realized risks which may have a material adverse effect on our business, results of operations or financial condition.
We rely on confidentiality agreements with our suppliers, employees, consultants and other parties.
We rely on proprietary information, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees, customers and other parties. There can be no assurance that these agreements will not be breached, that we would have adequate remedies for any such breach or that our proprietary information or trade secrets will not otherwise become known to or independently developed by competitors. To the extent that consultants, key employees or other third parties apply technological information independently developed by them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor. We may be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights. Any such litigation could result in substantial cost and diversion of effort by our management and technical personnel.
Natural disasters, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events could materially adversely affect our business, results of operations or financial condition.
The occurrence of one or more natural disasters, such as hurricanes and earthquakes, unusually adverse weather, pandemic outbreaks, such as Covid-19, boycotts and geo-political events, such as civil unrest, conflicts between countries, between countries and terrorist organizations, and acts of terrorism, upheavals in U.S.-China relations, or similar disruptions could materially adversely affect our business, results of operations or financial condition. These events could result in physical damage to one or more of our properties or the properties of our suppliers and distributors, increases in fuel or other energy prices, temporary or permanent closure of the facilities of our suppliers and distributors, temporary lack of an adequate workforce in a market, temporary or long-term disruption in the supply of raw materials, product parts and components, temporary disruption in transport to and from overseas, especially China, and disruption to our information systems, and, ultimately, have a material adverse impact on our business, results of operations or financial condition.
The occurrence of one or more natural disasters, such as hurricanes and earthquakes, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events, such as civil unrest and acts of terrorism, upheavals in U.S-China relations, or similar disruptions could materially adversely affect the financial markets. The price of our common stock may decline significantly if such an event were to occur after the consummation of this offering, in which case you may lose your investment.
Our ability, or lack thereof, to establish strategic partnerships and expand our distribution channels may adversely affect our business and our plans to expand our market.
A critical component of our expansion plan is to successfully establish new strategic partnerships in Southeast Asia and the Middle East. Even if we establish new strategic partnerships, there is no guarantee that we can maintain successful relationships with new dealers and distributors or that our partners will yield additional revenue and profits based on sales.
U.S. tariffs on imports from China, Taiwan, and other regions may increase our costs, disrupt our supply chain, and materially harm our business and financial results.
Our business may be adversely affected by tariffs imposed by the United States on goods imported from China, Taiwan. Escalating trade tensions between the U.S. and China, as well as the longstanding dispute regarding Taiwan, increase the likelihood of changes in laws, tariffs, or trade restrictions that could impact our ability to source products and components. As of the date of this Annual Report, the U.S. tariff rate on goods imported from China remains significant and has been subject to volatility, while additional tariffs or trade restrictions could be imposed on goods imported from Taiwan. Because we may rely on suppliers or manufacturers based in China and Taiwan for certain boats and components, increases in tariffs could materially increase our cost of revenue and reduce profit margins. There is no guarantee that current tariff levels will remain stable or that new trade barriers will not be enacted. Any continuation, escalation, or expansion of tariffs on products imported from China, Taiwan, or other regions could materially and adversely affect our supply chain, business operations, financial condition, and results of operations. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia.
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Inflation could pose a risk to our business.
Inflation is an important factor that must be considered as we move forward. A change in the rate of inflation could influence the profits that we generate from our business. When the rate of inflation rises, the operational costs of running our company would increase, such as labor costs, raw materials and public utilities, affecting our ability to provide our services at competitive prices. An increase in the rate of inflation would force our clients to search for other service providers, causing us to lose business and revenue.
Risks Related to Doing Business in Taiwan
Political Issues
Taiwan is surrounded by sea. The population density is high around the west coast and Taiwan Strait. Taiwanese vessels are allowed to cruise offshore only on the west coast due to the political issue between Taiwan and PRC. This restriction on the mobility of vessels adversely impacts the accessibility of Taiwanese vessels along the west coast and sea tourism in that area.
Consumer Preferences
Most consumers in Taiwan are not familiar with the luxury yacht market and are price-conscious. As a result, we believe the market in Taiwan may be more receptive to sightseeing boats and yachts designed to accommodate more passengers on overnight trips. We may not be able to develop a sufficient market for our products in Taiwan and it may require significant marketing efforts to develop a market for group trips and sightseeing.
Climate Issues
Taiwan is located in the subtropical and tropical areas with typhoons in Summer and strong seasonal wind in Winter. These seasonal climates may adversely impact the market for sea tourism in Summer and Winter.
Competition
The government of Taiwan has supported the development of the yacht manufacturing industry in Taiwan. Continued investment in yacht related businesses and marina infrastructure by the government has led to the development of a highly competitive market.
You may have difficulty in effecting service of legal process or bringing actions against us or our management based on foreign laws.
We are a Nevada company which conducts our operations through a branch office in Taiwan and most of our assets are and will be located outside the United States. Almost all of our operations will be conducted in Taiwan. In addition, nearly all of our officers and directors, are residents of Taiwan and all of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process upon us or our directors and officers inside Taiwan or to bring actions against us or our management in Taiwan.
Foreign exchange fluctuations may affect our business.
The functional currency utilized by our branch in Taiwan is the New Taiwan Dollar or NTD. Therefore, foreign exchange fluctuations may influence our business and our financial reporting in unpredictable ways.
The value of the NTD against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the Taiwanese government. It is difficult to predict how market forces or Taiwanese or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the NTD and the U.S. dollar.
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A substantial percentage of our revenues and costs are denominated in NTD and a significant portion of our assets are also denominated in NTD. We are a holding company and we rely on our branch in Taiwan to provide funds for expenses incurred outside of Taiwan. Any significant fluctuations in the value of the NTD may materially and adversely affect our liquidity and cash flows. Appreciation of the U.S. dollar against the NTD would have a negative effect on the U.S. dollar amount we would receive.
Risks Relating to Our Securities
Trading in our shares is limited and we do not know if an active trading market for our shares will develop in the future. Even if a market does develop following this offering, you may be unable to sell your shares at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
Trading on our securities is limited and we cannot assure you that an active trading market for our common stock will develop in the future or if it does develop, it may not be maintained. The number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity. A broad or active public trading market for our common shares may not develop or be sustained. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. The initial public offering price for the shares will be determined by negotiations between us and representatives of the Underwriters and may not be indicative of prices that will prevail in the trading market following the completion of this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you pay in this offering.
The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment.
The trading price of our common shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located in Taiwan that have listed their securities in the United States. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:
| ● | actual or anticipated fluctuations in our quarterly or annual operating results; | |
| ● | publication of research reports by securities analysts about us or our competitors or our industry; | |
| ● | the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission (“SEC”); | |
| ● | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; | |
| ● | additions and departures of key personnel; | |
| ● | strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; | |
| ● | the passage of legislation or other regulatory developments affecting us or our industry; | |
| ● | speculation in the press or investment community; | |
| ● | general economic conditions or political conditions between China and Taiwan; | |
| ● | fluctuations in exchange rates; and | |
| ● | changes in accounting principles. |
In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.
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Our quarterly operating results may fluctuate significantly.
Our quarterly operating results may fluctuate significantly because of several factors, including:
| ● | availability of subcontractors to manufacture our products; | |
| ● | the timing of delivery of yachts to our customers; | |
| ● | changes in interest rates; | |
| ● | macroeconomic conditions, both nationally and locally; | |
| ● | changes in consumer preferences and competitive conditions; | |
| ● | expansion to new markets; | |
| ● | increases in infrastructure costs; and | |
| ● | in commodity prices. |
Unanticipated fluctuations in our quarterly operating results could result in a decline in our stock price.
Our shares are subject to the penny stock rules.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our common stock currently is a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
We are likely to retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See the section entitled “Dividend Policy.”
There can be no assurance that we will ever provide liquidity to our investors through a sale of our company.
While acquisitions of companies like ours are not uncommon, potential investors are cautioned that no assurances can be given that any form of merger, combination, or sale of our company will take place following this offering, or that any merger, combination, or sale, even if consummated, would provide liquidity or a profit for our investors. You should not invest in our company with the expectation that we will be able to sell the business in order to provide liquidity or a profit for our investors.
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The holder of the outstanding shares of our Preferred Stock can control all matters brought before our shareholders for a vote, including the election of all members of our board of directors.
We currently have outstanding 832,000 shares of Class A Convertible Preferred Stock which are owned by Shang-Chiai Kung. Each share of our Class A Preferred Stock is convertible, at any time, into ten (10) shares of our common stock. The holder of our Class A Preferred Stock votes together with the holders of our common stock on all matters brought for a vote by our shareholders and is entitled to cast 50 votes for each share of Series A Convertible Preferred Stock or 41,600,000 votes in total. We have outstanding 27,410,921 shares of common stock. Therefore, Shang Chiai Kung can cast votes representing 60.28% of the aggregate voting power on all matters voted upon by our stockholders, including the election of members of our Board of Directors. Accordingly, Ms. Cheng will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Ms. Cheng will also have the power to prevent or cause a change in control of our Company. Without the consent of Ms. Cheng, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. Ms. Cheng’s interests may differ from the interests of our other shareholders.
Ownership of our common stock is concentrated. The interests of those currently holding a majority of the outstanding shares of our common stock and our preferred stock may not be aligned with the interests of our other shareholders.
Approximately ten individuals own a majority of our outstanding shares of common stock. If any of these individuals were to seek to sell shares of our common stock or grant a lien on their shares which results in the sale of shares of our common stock, it could have an adverse impact on the market price of our common stock. Further, the possibility that such sales might occur as a result of this concentration in the ownership of our common stock may cause a material decline in the value of our common stock.
The sale or availability for sale of substantial amounts of our common stock could adversely affect its market price.
Sales of substantial amounts of our common stock in the public market, including sales made of any shares pledged for a loan by any holder of a significant number of shares of our common stock, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.
We incur significant costs as a result of operating as a public company and our management is required to devote substantial time to compliance initiatives.
As a public company, we incur significant legal, accounting and other expenses that are not incurred by private companies, including some of our competitors. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliance with these rules and regulations will increase our legal, accounting and financial compliance costs substantially. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accounting and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.
Changes to accounting rules or regulations may adversely affect the reporting of our results of operations.
Changes to existing accounting rules or regulations may impact the reporting of our future results of operations or cause the perception that we are more highly leveraged. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future.
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Anti-takeover provisions in our Articles of Incorporation and Bylaws and Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.
The anti-takeover provisions of the Nevada law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. Our Articles of Incorporation and our Bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our Board of Directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. In addition, our Articles of Incorporation and Bylaws will:
| ● | provide that vacancies on our Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office; | |
| ● | provide that special meetings of stockholders may only be called by our Chairman and/or President, our Board of Directors or a super-majority (66 or 2/3%) of our stockholders; | |
| ● | place restrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholders may be called by our stockholders; | |
| ● | not provide stockholders with the ability to cumulate their votes; and provide that only a super-majority of our stockholders (66 or 2/3%) may amend our amended and restated bylaws. |
If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our common shares, the price of our common shares and trading volume could decline.
Any trading market for our common shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common shares and the trading volume to decline.
Volatility in our common share price may subject us to securities litigation.
The market for our common shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
In order to raise sufficient funds to enhance operations, we may have to issue additional securities at prices which may result in substantial dilution to our shareholders.
If we raise additional funds through the sale of equity or convertible debt, our current shareholders’ percentage ownership will be reduced. In addition, these transactions may dilute the value of common shares outstanding. We may have to issue securities that may have rights, preferences, and privileges senior to our common shares. We cannot provide assurance that we will be able to raise additional funds on terms acceptable to us, if at all. If future financing is not available or is not available on acceptable terms, we may not be able to fund our future needs, which would have a material adverse effect on our business plans, prospects, results of operations and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 1C. CYBERSECURITY
We regularly evaluate cybersecurity risk from computer viruses and more sophisticated and targeted cyber-related attacks such as ransomware, as well as cybersecurity failures resulting from human error and technological errors. Such risks are reviewed by our management on a periodic basis as deemed appropriate.
Our overall strategy in combatting known cybersecurity risks includes a variety of individual tactics, including:
| ● | the use of antivirus software, virtual private networks, email security, as well as other software to prevent and detect data intrusions. | |
| ● | the deployment of updates and patches as they are available and maintaining the current versions of major software to reduce the exposure to vulnerabilities. | |
| ● | the
use of | |
| ● | the review of the security procedures used by third parties that may host or otherwise have access to Fuel Tech’s data. | |
| ● | the deployment of third-party cyber-security experts to perform penetration testing on our internal and external networks and systems in an effort to identify potential vulnerabilities. | |
| ● | if necessary, the use of |
ITEM 2. PROPERTIES
No disclosure is required by this Item as there is no property owned or leased by us that is material to our operations that we cannot readily replace.
ITEM 3. 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 or administrative proceeding being commenced against us in the foreseeable future.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
Our common stock is subject to quotation on the OTCQB market under the symbol VIVC. The following table shows the high and low reported sales prices for our common stock during the fiscal years ended June 30, 2025 and 2024 as reported by the OTC Market. These prices reflect inter-dealer quotations without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions. There is no established market for our common stock.
| Price Range | ||||||||
| Period | High | Low | ||||||
| Period from July 1, 2025, to September 15, 2025 | $ | 0.08 | $ | 0.07 | ||||
| Fiscal Year Ended June 30, 2025: | ||||||||
| Fourth Quarter | $ | 0.53 | $ | 0.07 | ||||
| Third Quarter | $ | 5.10 | $ | 0.24 | ||||
| Second Quarter | $ | 5.01 | $ | 1.38 | ||||
| First Quarter | $ | 5.09 | $ | 2.76 | ||||
| Fiscal Year Ended June 30, 2024: | ||||||||
| Fourth Quarter | $ | 4.50 | $ | 1.55 | ||||
| Third Quarter | $ | 1.88 | $ | 0.51 | ||||
| Second Quarter | $ | 1.00 | $ | 0.10 | ||||
| First Quarter | $ | 0.99 | $ | 0.99 | ||||
Holders
On September 22, 2025, there were approximately 98 holders of record of our common stock. The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.
Dividend Policy
We have neither declared nor paid any cash dividends on either preferred or common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
In 2025 we adopted the 2025 Equity Incentive Plan (the “2025 Plan”), which authorizes the issuance of shares of common stock for grants of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, restricted stock units, other stock related awards and performance awards that may be settled in cash, stock, or other property. The 2025 Plan authorizes the issuance of up to 2,500,000 shares. To date, no options or other awards have been granted pursuant to the 2025 Plan.
We adopted the 2025 Plan to provide a means by which employees, directors, and consultants of our Company and those of our subsidiaries and other designated affiliates, which we refer to together as our affiliates, may be given an opportunity to purchase our common stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions, and to provide incentives for such persons to exert maximum efforts for our success and the success of our affiliates.
Recent Sales of Unregistered Equity Securities
All sales of unregistered securities made by us during the fiscal year ended June 30, 2025 were previously reported.
Purchases of Our Equity Securities
No repurchases of our common stock were made by us during the fiscal year ended June 30, 2025.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS
Statements made in this Report that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act “) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Overview
We are a global yacht sales and service provider based in Taiwan focused on offering yachts, ancillary products, technical support, service solutions and systematic management solutions to yacht marinas, yacht clubs, yacht operators and marine tourism providers. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia. Our mission is to offer our clients, which we refer to as yacht operators, more profitable products and comprehensive service solutions. We differentiate ourselves from other yacht manufacturers by offering yachts specifically designed for marine tourism, group tours, business meetings, yacht clubs and fractional ownership as opposed to individual owners. In addition to our products, we seek to support our customers by providing maintenance and other yacht management services, yacht activity scenarios, business solutions and marketing strategies to enhance yacht tourism and operational efficiencies to enable them to grow their businesses and improve their bottom lines.
We design and offer various yachts models which differ in their sizes, performance, and functions and are sold under our brand name, “VIVIC.” Our yachts are designed to be more suitable for multiple user group scenarios, emphasizing open deck and cabin space suitable for group tours and business meetings, with improved operational economies and energy efficiencies. We collaborate with our marketing agents, encouraging them to develop yacht marinas and seek out yacht operators interested in developing their own businesses based upon yacht sharing.
Our yachts are manufactured by third parties selected by us on the basis of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we negotiate and sign an original equipment manufacturer (“OEM”) contract with a selected local manufacturer. Upon completion, we deliver the boat to the location designated by our customer. Our principal supplier and distributor in mainland China is Weiguan Ship, which utilizes the mainland’s production and supply chain advantages to provide us with yacht production, delivery, and after-sales services based on our designs. Weiguan Ship is responsible for providing the required products and after-sales services for all sales orders in mainland China and remits 15% of the order amount of each yacht to us as a “VIVIC” brand usage fee.
In addition to our own yachts, we are the exclusive distributor of Monte Fino yachts in the People’s Republic of China, the Philippines and the Middle East pursuant to our agreement with Kha Shing Enterprise Co., Ltd. (Taiwan) (“Kha Shing”). While seeking to develop the market for sales to tour operators, we will also seek to increase sales of Monte Fino luxury yachts in the territories where we are the exclusive distributor, particularly in the 70 to 150 foot range, which are generally purchased by individual private yacht owners.
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 the United States, Southeast Asia and other territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable. As part of our efforts, we recently entered into an Electric Catamaran Yacht Co-Development Agreement with Acel Power Inc. to collaborate on the development of an electric yacht.
Results of Operations
In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time have disposed of all of our business operations in mainland China. On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), entered into a Stock Purchase Agreement with Yun-Kuang Kung pursuant to which Mr. Kung acquired all of the shares of our wholly-owned subsidiary, Weiguan Ship. The divestiture of Weiguan Ship completed our plan to divest of all activities other than our ongoing yacht business in Taiwan. However, we ceased Vivic Taiwan operation on August 21, 2025 due to Taiwan government’s policy of prohibiting importing ships from China, where our main suppliers are. We commenced the wind-down and deregistration of Vivic Taiwan, which, subject to customary procedures and approvals, is expected to be completed by the end of 2025. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. In connection with this decision, we will focus on promoting the sales in Vivic, our U.S. entity.
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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 our financial statements as discontinued operations. The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not be added due to rounding.
Comparison of results of operations for the years ended June 30, 2025, and 2024
| 2025 | % of sales | 2024 | % of sales | Dollar Increase (Decrease) | Percent Increase (Decrease) | |||||||||||||||||||
| Revenue | $ | - | - | % | $ | 4,428,580 | 74.42 | % | $ | (4,428,580 | ) | (100.00 | )% | |||||||||||
| Revenue-related party, net | 44,515 | 100.00 | % | 1,522,112 | 25.58 | % | (1,477,597 | ) | (97.08 | )% | ||||||||||||||
| Total revenue | 44,515 | 100.00 | % | 5,950,692 | 100.00 | % | (5,906,177 | ) | (99.25 | )% | ||||||||||||||
| Cost of revenue | 126,927 | 285.13 | % | 4,152,372 | 69.78 | % | (4,025,445 | ) | (96.94 | )% | ||||||||||||||
| Gross profit (loss) | (82,412 | ) | (185.13 | )% | 1,798,320 | 30.22 | % | (1,880,732 | ) | (104.58 | )% | |||||||||||||
| Selling expense | - | - | 127,708 | 2.15 | % | (127,708 | ) | (100.00 | )% | |||||||||||||||
| General and administrative expenses | 784,492 | 1,762.31 | % | 513,411 | 8.63 | % | 271,081 | 52.80 | % | |||||||||||||||
| Stock based compensation | 2,508,783 | 5,635.82 | % | - | - | % | 2,508,783 | 100.00 | % | |||||||||||||||
| Total operating expenses | 3,293,275 | 7,398.12 | % | 641,119 | 10.77 | % | 2,652,156 | 413.68 | % | |||||||||||||||
| Income (loss) from operations | (3,375,687 | ) | (7,583.26 | )% | 1,157,201 | 19.45 | % | (4,532,888 | ) | (391.71 | )% | |||||||||||||
| Interest expenses, net | (30,409 | ) | (68.31 | )% | (23,683 | ) | (0.40 | )% | (6,726 | ) | 28.40 | % | ||||||||||||
| Other income (expenses), net | (114,887 | ) | (258.09 | )% | 1,632 | 0.03 | % | (116,519 | ) | (7,139.64 | )% | |||||||||||||
| Income (loss) before income taxes | (3,520,983 | ) | (7,909.66 | )% | 1,135,150 | 19.08 | % | (4,656,133 | ) | (410.18 | )% | |||||||||||||
| Income tax expense | (74,232 | ) | (166.76 | )% | 154,199 | 2.59 | % | (288,431 | ) | (148.14 | )% | |||||||||||||
| Net income (loss) from continuing operations | (3,446,751 | ) | (7,742.90 | )% | 980,951 | 16.48 | % | (4,427,702 | ) | (451.37 | )% | |||||||||||||
| Net income from discontinued operations | - | - | % | 1,869,563 | 31.42 | % | (1,869,563 | ) | (100 | )% | ||||||||||||||
| Net income (loss) attributable to Vivic Corp. | (3,446,751 | ) | (7,742.90 | )% | 2,850,514 | 47.90 | % | (6,297,265 | ) | (220.92 | )% | |||||||||||||
Revenue
Revenue was $44,515 for the year ended June 30, 2025. Toal revenue from continuing operations was $5,950,692 for the year ended June 30, 2024. The revenue for the year ended June 30, 2025 was mainly from the sale of yacht models. We sold 100 yacht models to one of the Company’s directors below cost. We considered this as marketing and advertising because the director will give our yacht models to prospective purchasers to promote and market our yachts. The revenue for the year ended June 30, 2024 was mainly from the sales of yachts at Vivic Taiwan.
Cost of revenue
Cost of revenue was $126,927 for the year ended June 30, 2025. Cost of revenue from continuing operations was $4,152,372 for the year ended June 30, 2024. The cost of revenues for the year ended June 30, 2025 was mainly due to costs associated with yacht model sales. We sold 100 yacht models to one of the Company’s directors below cost. We considered this as marketing and advertising because the director will give our yacht models to prospective purchasers to promote and market our yachts. The cost of revenues for the year ended June 30, 2024 was mainly due to the costs of yacht sales at Vivic Taiwan.
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Gross profit (loss)
Gross profit (loss) for the year ended June 30, 2025, was a loss of $82,412 as we had no sales other than yacht model sale. Gross profit from continuing operations was $1,798,320 for the year ended June 30, 2024. The gross loss in the year ended June 30, 2025, was the result of our decision to sell yacht models below cost for marketing purposes, while gross profit in the year ended June 30, 2024, was the result of yacht sales.
Operating expenses
Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $nil for the year ended June 30, 2025, compared to $127,708 for the year ended June 30, 2024. The decrease in selling expenses was mainly due to the decrease of advertising expenses.
General and administrative expenses consisted mainly of employee salaries and welfare, and expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $784,492 for the year ended June 30, 2025, compared to $513,411 for the year ended June 30, 2024, an increase of $271,081 or 52.80%. The increase of general and administrative (“G&A”) expenses mainly reflected increased professional fee by $147,399, increased bad debt expense by $86,026, increased repair and maintenance expense by $37,638, increased payroll expense by $53,991, increased OTC listing fee by $5,555, which was partly offset by decreased subcontract labor expenses by $60,951.
In addition, on and effective August 1, 2024, the board of directors (the “Board”) appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee were each issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. We also issued 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The 700,000 shares of the Company’s common stock were issued on September 30, 2024 with fair value of $1,932,000. During the year ended June 30, 2025, the Company recorded $1,771,000 of stock compensation expense.
On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai who will serve as the Company’s Chief Technology Officer (“CTO”). The Company will issue Mr. Lai 50,000 shares of the Company’s common stock for the first year of his employment. The shares are to be paid in full within four months from September 1, 2024. If Mr. Lai’s employment continues beyond September 1, 2025, the Company will grant Mr. Lai 20,000 shares of the Company’s common stock each year. During the year ended June 30, 2025, the Company recorded $85,417 stock compensation expense for Mr. Lai’s services.
On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month, to be paid quarterly. During the year ended June 30, 2025, the Company recorded $8,200 stock compensation expense in respect of this arrangement.
On January 7, 2025, the Company entered an employment agreement with Mr. Andy F Wong to serve as the Company’s Chief Financial Officer (“CFO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. During the year ended June 30, 2025, the Company recorded $180,000 stock compensation expense for shares to be issued to Mr. Wong.
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On January 7, 2025, the Company entered an employment agreement with Mr. Tse-Ling Wang to serve as the Company’s Chief Executive Officer (“CEO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 250,000 restricted stock units which shall be deemed earned in equal monthly instalments of 20,833 shares. During the year ended June 30, 2025, the Company recorded $450,000 stock compensation expense for shares to be issued to Mr. Wang.
On October 1, 2024, the Company entered into an employment agreement with Mr. Kun-Teng Liao to serve as the Company’s director and Secretary. On January 25, 2025, the Board appointed Mr. Liao as the Company’s Chief Operating Officer (“COO”) for an initial term expiring September 20, 2025. The agreement was approved by the Board on January 25, 2025. The Company will pay Mr. Liao 50,000 shares of the Company’s common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Liao 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $14,166 stock compensation expense for shares to be issued to Mr. Liao.
Other income (expenses), net
Net other expenses were $145,296 for the year ended June 30, 2025, and $22,015 for the year ended June 30, 2024. For the year ended June 30, 2025, net other expenses mainly consisted of interest expense of $30,409, and other expense of $114,887. For the year ended June 30, 2024, net other expenses mainly consisted of interest expense of $23,683, which was partly offset by other income of $1,632.
Net (income) loss from continuing operations
We had a net loss of $3,446,751 for the year ended June 30, 2025, compared to a net income of $980,951 for the year ended June 30, 2024, an increase in our net loss of $4,427,702 or 451.37%. The increase in our net loss from continuing operations was mainly due to the decrease in our revenue and increased share-based compensation as described above.
LIQUIDITY AND GOING CONCERN
We had $41,903 cash and cash equivalents, and working capital deficit of $0.6 million as of June 30, 2025, and generated a net loss of $3.4 million during the year ended June 30, 2025. Of the assets included in working capital, approximately prepayment to related parties of $0.9 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the year ended June 30, 2025 and 2024.
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (458,645 | ) | $ | (261,488 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by (used in) financing activities | $ | 187,749 | $ | (304,080 | ) | |||
Net cash used in operating activities
Net cash used in operating activities was $458,645 for the year ended June 30, 2025, compared to net cash used in operating activities of $261,488 for the year ended June 30, 2024. The increase in the use of cash in operating activities was principally attributable to 1) the increase in our loss (after adjustments to reconcile net income (loss) to net cash used in operating activities) by $1,833,314, 2) decreased cash inflow from inventory of $801,929, 3) decreased cash inflow from tax payables by $221,909, 4) increased cash outflow from accounts payable and accounts payable to related party by $2,374,107, 5) increased cash outflow from deposit and prepayments and deposit and prepayments to related party by $695,346, which was partly offset by 1) increased cash inflow from accounts receivable and accounts receivable from related party by $2,485,250, 2) increased cash inflow from note receivable by $324,322, 3) increased cash inflow from accrued liabilities and other payables by $41,080, 4) increased cash inflow from deferred revenue by $2,871,000, and 5) decreased cash outflow on other receivables by $7,796.
Net cash used in investing activities
There was no cash provided by or used in investing activities for the years ended June 30, 2025 and 2024.
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Net cash provided by (used in) financing activities
Net cash provided by financing activities was $187,749 for the year ended June 30, 2025, compared to net cash used in financing activities of $304,080 for the year ended June 30, 2024. Net cash provided by financing activities for the year ended June 30, 2025, consisted of proceeds from related party advances of $561,420 and loan proceeds from a third party of $124,642, which was partly offset by repayments to related parties of $358,091, and repayment of third party loans of $140,222. Net cash used in financing activities for the year ended June 30, 2024, consisted of repayments to related parties of $352,329, which was partly offset by proceeds from related parties of $48,249.
Going Concern
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.
We had $41,903 cash and cash equivalents and working capital deficit of approximately $0.62 million as of June 30, 2025, which included amounts prepayments from clients of $0.35 million, prepayments to related parties of $0.94 million. We generated a net loss of $3.45 million during the year ended June 30, 2025, and we had an accumulated deficit of approximately $5.75 million as of June 30, 2025, and generated negative cash flow from operating activities during the period of $0.46 million. We do not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.
The continuation of the Company as a going concern through the one-year anniversary of the date of this filing is dependent upon continued financial support from its related parties and loans or investments from third parties. The Company is actively pursuing additional financing for its operations through loans and the sale of equity. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.
Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date of issuance of this report. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds, cash generated from operations, loans from and further issuances of securities to our principal shareholders. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and the issuance of debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements apart from amounts outstanding under our SBA Loan and our loan with Taiwan Hua Nan Bank. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments to our principal shareholders. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with our business and (ii) marketing expenses. We intend to finance these expenses with further issuances of equity securities and debt instruments. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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MATERIAL COMMITMENTS
As of the date of this report, we do not have any material commitments.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, 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.
●RECENT ACCOUNTING PRONOUNCEMENTS
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related 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.
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In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
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 consolidated financial statement presentation or disclosures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Consolidated Financial Statements” which appears on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We are required to maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (who is acting as our principal executive officer) and Chief Financial Officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
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Our President and Chief Executive Officer, and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based on such evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025, for, among others, the reasons set forth below.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal controls over financial reporting and for the assessment of the effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, management used the criteria based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment and those criteria, we have concluded that our internal controls over financial reporting were not effective as of June 30, 2025, due to the lack of personnel familiar with U. S. generally accepted accounting principles, the lack of an oversight committee and the lack of a sufficient number of personnel to allow for the required segregation of duties. Management will consider the need to add personnel and implement improved review procedures as we begin to generate positive cash flow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
The following table sets forth the names and ages of all directors and executive officers as of the date of this report:
| Name | Age | Position | ||
| Tse-Ling Wang | 56 | President, Chief Executive Officer and Secretary | ||
| Andy F Wong | 65 | Chief Financial Officer | ||
| Shang-Chiai Kung | 86 | Director and Chairman | ||
| Kun-Teng Liao | 57 | Chief Operating Officer | ||
| Liu-Shiang Kung Hwang | 82 | Director | ||
| Hui Ming Pao | 70 | Director | ||
| Kevin (Chuen-Huei) Lee | 55 | Director | ||
| Amy (Yin-Zhen) Huang | 53 | Director |
Tse-Ling Wang, CEO, 56, became our Chief Executive Officer and President effective January 7, 2025, and was appointed as a director August 1, 2024, from which position he resigned effective January 24, 2025. Mr. Wang has served in a number of senior management positions in the Internet and technology industries. Mr. Wang currently serves as President of Chuang Sheng Information Co., Ltd, which he founded in 2020. Chuang Sheng Information Co. specializes in IoT application services. He is also an Executive Director of Viermtech Inc., which has focused on electronic design and manufacturing since 2019. From 2017 to 2023 Mr. Wang served as CEO and President of Lien Shen Electronic Corp., a company which provides automotive electronic product design and distribution services. Mr. Wang holds a Master of Business Administration degree from National Chengchi University.
Andy F Wong, CFO, 65, became our Chief Financial Officer effective January 7, 2025. Mr. Wong is an accomplished financial executive with extensive experience in overseeing financial functions and supporting organizational growth. From June 2024 to January 2025, Mr. Wong served as Interim Controller at Rootstock International, a software company, where he leads ERP management and cash flow optimization. From February 2023 to November 2023, he was Interim Controller at Fisher & Phillips, LLP, an employment law firm, where he led the firm’s accounting and reporting functions, implemented treasury initiatives and created training resources. From February 2022 to January 2023, as Senior Manager with MorganFranklin Consulting, Mr. Wong served as Interim Corporate Controller for Innovative Chemical Products Group, LLC, a manufacturer of specialty coatings and adhesives, where he enhanced financial reporting and accounting processes. From January 2021 to February 2022, through VACO Staffing, Mr. Wong served as Interim Corporate Accounting Manager at Republic National Distributing Co., a wine and spirits distributor, where he provided accounting support and audit preparation. From June 2020 to January 2021, also through VACO Staffing, Mr. Wong was Interim Finance and Accounting Consultant at Global Franchise Group, a restaurant franchisor, where he provided financial and audit support for their various brands. From June 2019 to December 2019, he served as Interim Corporate Controller for HotSchedules, a SaaS provider of restaurant and hospitality management solutions, where he led M&A integration efforts and strengthened financial controls during a critical merger. From March 2019 to May 2019, he was Interim Operational Controller at Togetherwork, a SaaS revenue and membership management entity, where he concluded audits and improved month-end closing processes. Mr. Wong is a Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). He holds a Bachelor of Science in Accounting and Business Administration from the State University of New York College at Oswego and an MBA in Finance & Organizations from the University of Rochester’s Simon School of Business.
Shang-Chiai Kung, Chairman of the Board and a Board Director, 86 years old, is a resident of Taiwan. He received a degree from An-Ping Junior High School. He was the Chairman of Kha Shing Enterprise Co., Ltd. (Taiwan) from 1988 to 2004. Since 2008 he has been Chairman of Go Right Holdings Ltd. Since 2013 he has served as Chairman of Jiexing Argicultural Technology Co., Ltd. Mr. Kung became a director of our Company, our Chairman and Chief Executive Officer on July 9, 2020 and Chief Financial Officer on June 15, 2021.
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Kun-Teng Liao, COO, 57, resigned from our Board of Directors and from his position as Secretary of our Company effective October 9, 2024. From August 2021 to October 2024 Mr. Liao served as a director and secretary of our Company. Upon resignation from his positions as a director and Secretary, he began to function in the capacity of Chief Operating Officer and was officially appointed as our Chief Operating Officer effective January 25, 2025. From October 2015 until March 2020, Mr. Kung served as the Chairman of Sino-Phoenix Limited a company based in Taiwan engaged in international trade where he was responsible for ensuring corporate governance, and facilitating communication. He received an MBA degree from Seton Hall University, located in New Jersey in 2013. From 2006 to 2016, he was the chairman of EcallBuy Trading Company Limited.
Liu-Shiang Kung Hwang, 82, has served as the chairwoman of Jiexin Investment Co., Ltd. since June 2018. Ms. Hwang also serves as a director of Jianyu Material Industry Co., Ltd., which she joined in September 2017, as a director of Kha Shing Enterprises Co., Ltd. which she joined in 2019 and as a director of Horizon Yacht Co., Ltd. which she joined in 2017. Ms. Hwang is a graduate of Tainan Community University.
Richard (Hui Ming) Pao, 70, has more than 30 years of rich experience in technology industries, having served with industry leaders, including Texas Instruments, Taiwan Semiconductor Manufacturing Company, and Lite-On Technology. After becoming expert in comprehensive talent management, Mr. Pao established a management consulting company to assist enterprises in organizational diagnosis, business strategy and management practice counseling, and all-round human resource management practices. During his tenure as the general manager of Fusheng Group, through coaching management counseling, he assisted the company in a successful management succession at the time of a generational ownership transition and helped establish a sustainable management structure. During his tenure as the chairman of Taipei Neihu Technology Park Development Association, he actively promoted exchanges and interactions between the two science and technology parks and guided the strategic approach of the science and technology parks.
Kevin (Chuen-Huei) Lee, 55, is a Managing Director of Yunqing Investment Management Co. Ltd., which he co-founded in 2016. He is also CEO of Huihongda Technology Co. Ltd, a technology consulting company he founded in September 2023. Prior to founding Yunqing Investment Management Co. Ltd., Mr. Lee served in various positions in the financial and technology industries. Mr. Lee brings extensive professional experience that spans various aspects of senior management, including finance, operations, and strategic investment. Mr. Lee has more than 25 years of experience in the financial and technology industries. Mr. Lee holds a Bachelor’s degree from National Taiwan University and an MBA from Columbia University in New York.
Amy (Yin-Zhen) Huang, 53, is a senior practitioner in the field of human resources and management consulting. During her tenure at LiteOn, she was involved in the four-in-one integration process. Ms. Huang later formed a consulting company with other workplace leaders focusing on coaching companies on business strategies and organizational development systems. Since its establishment, two of the companies coached by Ms. Huang’s teams have become listed companies. Ms. Huang and her team have accumulated rich consulting experience providing more than ten years of corporate management consulting services premised on her belief in the spirit of lifelong learning and that there is no best, only better. Ms. Huang has received master’s degrees from Soochow University’s School of International Business and National Taiwan University’s Graduate School of Economics and is currently pursuing a doctoral program at Taipei University of Technology and to continue to improve her research capabilities.
Board Composition; Committees
We only recently expanded our Board of Directors to include a number of individuals we believe qualify as independent directors. We intend to establish various committees, adopt appropriate charters governing the responsibilities of each committee and appoint directors to the committees in the foreseeable future. Until such time, the functions to be delegated to committees will be carried out by the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning all compensation awarded to, earned by, or paid to our executive officers for the fiscal years ended 2025 and 2024.
| I. | SUMMARY COMPENSATION TABLE |
| Name and All Other Principal Position | Year | Salary ($) | Cash Bonuses ($) | Stock Awards ($) (1) | Total Compensation ($) | |||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||
| Tse-Ling Wang | 2025 | $ | - | $ | - | $ | 379,500 | $ | 379,500 | |||||||||
| President, Principal | 2024 | $ | - | $ | - | $ | - | $ | - | |||||||||
| Executive Officer, Secretary | ||||||||||||||||||
| Andy F. Wong | 2025 | $ | - | $ | - | $ | 180,000 | $ | 180,000 | |||||||||
| Principal Financial Officer | 2024 | $ | - | $ | - | $ | - | $ | - | |||||||||
| Kun-Teng Liao | 2025 | $ | - | $ | - | $ | 14,168 | $ | 14,168 | |||||||||
| Chief Operating Officer | 2024 | $ | - | $ | - | $ | - | $ | - | |||||||||
| Shang-Chiai Kung (2) | 2025 | $ | - | $ | - | $ | - | $ | - | |||||||||
| Previous President, Principal | 2024 | $ | - | $ | - | $ | - | $ | - | |||||||||
| Executive Officer, | ||||||||||||||||||
| Principal Financial Officer | ||||||||||||||||||
| (1) | Represents aggregate grant date fair value of stock awards granted during fiscal years ended 2025 and 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The fiscal years ended 2025 and 2024 stock awards consist of the shares of our common stock and restricted stock units. |
| (2) | Shang-Chiai Kung resigned as Chief Executive Officer and Chief Financial Officer of the Company on January 7, 2025. |
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Employment Agreements
The Company has entered into an employment agreement with Mr. Wang, our Chief Executive Officer and President, Mr. Liao, our Chief Operating Officer and Mr. Wong, our Chief Financial Officer. Mr. Wang’s agreement provides for an initial term expiring December 31, 2025, after which the agreement continues on an “at will” basis. In consideration of his services, Mr. Wang is to be issued 250,000 restricted stock units which shall be deemed earned in equal monthly installments of 20,833 shares. If Mr. Wang’s employment is terminated without “cause” or by Mr. Wang for “good reason” (a “Qualifying Termination”), Mr. Wang is entitled to receive: (1) all accrued obligations, including unpaid salary and benefits through the termination date; (2) immediate vesting of all RSUs scheduled to be earned during the remainder of the term; and (3) retention of all previously earned RSUs, which cannot be forfeited or clawed back. A “Qualifying Termination” includes material changes to Mr. Wang’s duties, title, or responsibilities or a breach of the agreement by the Company. Severance payments are contingent on Mr. Wang’s execution of a general release of claims in favor of the Company and adherence to post-employment restrictive covenants, including non-competition and non-solicitation obligations for 12 months following termination. No severance is provided for termination for “cause,” Mr. Wang’s voluntary resignation without good reason, or upon his death or disability.
Mr. Liao’s agreement commenced on October 1, 2024, and may be terminated by the Company at any time, with or without cause. Mr. Liao is to be issued 50,000 shares of the Company’s common stock in consideration of his services through the year ended September 30, 2025, and is to receive 20,000 shares in respect of each year served thereafter. Mr. Liao is to report directly to the President. The agreement contains customary non-disclosure provisions and prohibitions against competing with the Company for a period of two years after termination of his agreement and soliciting any employee to leave the service of the Company during the eighteen-month period commencing as of termination of the agreement.
Mr. Wong’s agreement provides for an initial term expiring December 31, 2025, after which the agreement continues on an “at will” basis. In consideration of his services Mr. Wong is to be issued 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. If Mr. Wong’s employment is terminated without “cause” or by Mr. Wong for “good reason” (a “Qualifying Termination”), Mr. Wong is entitled to receive: (1) all accrued obligations, including unpaid salary and benefits through the termination date; (2) immediate vesting of all RSUs scheduled to be earned during the remainder of the term; and (3) retention of all previously earned RSUs, which cannot be forfeited or clawed back. A “Qualifying Termination” includes material changes to Mr. Wong’s duties, title, or responsibilities or a breach of the agreement by the Company. Severance payments are contingent on Mr. Wong’s execution of a general release of claims in favor of the Company and adherence to post-employment restrictive covenants, including non-competition and non-solicitation obligations for 12 months following termination. No severance is provided for termination for “cause,” Mr. Wong’s voluntary resignation without good reason, or upon his death or disability.
In consideration of his or her agreement to serve as a director of the Company, Ms. Hwang and Kevin Lee were each issued 150,000 shares of the restricted Company’s common stock and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s restricted common stock. Concurrent with its agreement to issue shares of its common stock to each of the newly appointed directors, the Company agreed to issue 150,000 shares of its restricted common stock to Mr. Kung for his agreement to continue to serve as a director of our Company.
| II. | DIRECTOR COMPENSATION |
The following table shows the compensation paid to the Directors for fiscal year ended 2025:
| Name | Fees earned or paid in cash ($) | Stock awards ($) (1) | Option awards ($) | Total ($) | ||||||||||||
| Shang-Chiai Kung | - | 379,500 | - | 379,500 | ||||||||||||
| Liu-Shiang Kung Hwang | - | 379,500 | - | 379,500 | ||||||||||||
| Hui Ming Pao | - | 126,500 | - | 126,500 | ||||||||||||
| Kevin (Chuen-Huei) Lee | - | 379,500 | - | 379,500 | ||||||||||||
| Amy (Yin-Zhen) Huang | - | 126,500 | - | 126,500 | ||||||||||||
| Tse-Ling Wang (2) | - | 450,000 | 450,000 | |||||||||||||
| (1) | Amounts in this column represents the aggregate grant date fair value for stock awards. For a description of the assumptions we used to calculate these amounts, see Note 13 to the consolidated financial statements included in this Annual Report. |
| (2) | Tse-Ling Wang resigned as a member of the Board on January 25, 2025. |
Except for the shares issued to our officers and directors as discussed in the prior paragraph, there is no agreement as to additional compensation to be paid to our directors or officers for their service in such capacities.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information known to us with respect to the beneficial ownership of common stock by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. The percentage of class is based on 27,410,921 shares of common stock and 832,000 shares of Series A Convertible Preferred Stock issued and outstanding as of September 22, 2025.
| 34 |
| Officers/Directors | No. of Shares of Common Stock Owned | Percentage of Common Stock (1) (2) | No. of Shares of Series A Convertible Preferred Stock | Percentage of Series A Convertible Preferred Stock | Percentage of Aggregate Voting Power (1)(2) | |||||||||||||||
| Liu-Shiang Kung Hwang(3) | 2,095,562 | 7.65 | % | - | - | 3.04 | % | |||||||||||||
| Hui-Ming Pao | 50,000 | 0.18 | % | - | - | * | ||||||||||||||
| Chuen-Huei Lee | 150,000 | 0.55 | % | - | - | * | ||||||||||||||
| Amy (Yin-Zhen) Huang | 50,000 | 0.18 | % | - | - | * | ||||||||||||||
| Shang-Chiai Kung(3) | 150,000 | 0.55 | % | - | - | * | ||||||||||||||
| Tse-Ling Wang | 150,000 | (4) | 0.55 | % | - | - | * | |||||||||||||
| Kun-Teng Liao | 174,000 | 0.64 | % | - | - | * | ||||||||||||||
| Andy F Wong | - | (5) | - | - | - | - | ||||||||||||||
| Officers and Directors as a group (7 persons named above) | 2,819,562 | 10.29 | % | - | - | 3.04 | % | |||||||||||||
| 5% and above stockholder | ||||||||||||||||||||
| Shang-Chiai Kung(2) | 150,000 | 0.55 | % | 832,200 | 100 | % | 60.50 | %(2) | ||||||||||||
| Huilan Chen | 1,589,686 | 5.80 | % | - | - | 2.30 | % | |||||||||||||
| Fujian Jaxin Yacht Company Limited | 2,641,355 | (6) | 9.64 | % | - | - | 3.83 | % | ||||||||||||
| Miao-Chuan Ho | 1,455,000 | 5.31 | % | - | - | 2.11 | % | |||||||||||||
| Kuen-Horng Tsai | 1,784,000 | 6.51 | % | - | - | 2.58 | % | |||||||||||||
| Fuxiang Zhong | 1,400,000 | 5.11 | % | - | - | 2.03 | % | |||||||||||||
| * | Less than one percent. |
| (1) | The percentages above are based on 27,410,921 shares of our common stock issued and outstanding as of September 22, 2025. |
| (2) | The shares attributed to Shang Chiai Kung represent shares issuable upon conversion of 832,200 shares of our Series A Convertible Preferred Stock. Mr. Shang Chiai Kung’s address is No. Alley 1, Lane 143, Section 2, Linan Road., North District, Tainan, Taiwan, Republic of China. Each share of our Series A Convertible Preferred Stock held by Mr. Kung is convertible into 10 shares of our common stock. The holders of our Series A Convertible Preferred Stock vote together with the holders of our common stock on all matters brought before our stockholders for a vote and are entitled to cast 50 votes for each share of our Series A Convertible Preferred Stock. Thus, assuming none of our Series A Convertible Preferred Stock is converted into common stock, Mr. Kung is entitled to cast an aggregate of 41,600,000 votes on all matters voted upon by our stockholders. Therefore, Mr. Kung can cast votes representing 60.28% of the aggregate voting power on all matters voted upon by our stockholders. |
| (3) | Each of Liu-Shiang Kung Hwang and her husband, Shang-Chiai Kung, may be deemed to beneficially own the shares attributed to the other in the table above. |
| (4) | Excludes 250,000 which may be issued pursuant to Restricted Stock Units granted to Mr. Wang for services as Chief Executive Officer. |
| (5) | Excludes 100,000 which may be issued pursuant to Restricted Stock Units granted to Mr. Wong for services as Chief Financial Officer. |
| (6) | These shares are held by Fujian Jaxin Yacht Company Limited, a People’s Republic of China company. Fujian Jaxin Yacht Company Limited is 100% directly held by Yun-Kuang Kung. The registered address of Fujian Jaxin Yacht Company Limited is Room 506, Building 4, Jingjing Bay Business Operation Centre, No.3 Tianshan North Road, Jingjing Town, Pingtan Count, Fujian Province, China. Yun-Kuang Kung is son of Shang-Chiai Kung, who is the Chairman of the Company. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the year ended June 30, 2025, the Company had prepayments of $445,894 to Fujian Jiaxin Company Limited, an entity owned by Yun-Kuang Kun.
| 35 |
During the year ended June 30, 2025, the Company had prepayments to Weiguan Ship of $312,169.
In addition, on and effective August 1, 2024, the Board of Directors (the “Board”) of the Company appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee will each be issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao will receive 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. The Board also approved the issuance of 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The Company issued an aggregate of 700,000 shares of the Company’s common stock during the year ended June 30, 2025 with a fair value of 1,932,000 as prepaid stock compensation expense. During the year ended June 30, 2025, the Company expensed 1,771,000 from prepaid expense as stock compensation expense. As of June 30, 2025, the Company had prepaid Chairman and Directors’ compensation of $161,000.
Moreover, on September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai 50,000 shares of the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September 1, 2024. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $85,417 stock compensation expense for shares issued to Mr. Lai. As of June 30, 2025, the Company had prepaid Chairman and Directors’ compensation of $17,083.
At the time of the sale of Weiguan Ship to Mr. Yun-Kuang Kung, the son of our Chairman, Weiguan Ship was indebted to the Company in the amount of $2.51 million representing amounts loaned to Weiguan Ship to support its operations during the period it was our subsidiary. Prior to the sale of Weiguan Ship this amount was eliminated in preparing consolidated financial statements. The amount due from Weiguan Ship, $2,512,934 as of June 30, 2025, is non-interest bearing and payable on demand.
On June 16, 2023, the Company loaned $313,743 to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a value of approximately $400,000. During the year ended June 30, 2025, Yun-Kuang Kung repaid the amount due to the Company in full.
As of June 30, 2025, the Company was indebted to Yun-Kuang Kung, Shang-Chiaih Kung and Liu-Shiang Kung Hwang in the amounts of $106,198, $178,651 and $54,205, respectively, for loans to the Company. These amounts are non-interest bearing, unsecured and payable on demand.
Imputed interest on amounts due to related parties is not significant.
Apart from the transactions and balances detailed elsewhere in the accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our current independent registered public accounting firm is YCM CPA INC. We engaged YCM CPA INC. on March 23, 2022. The following table shows their fees for audit and other services in relation to our June 30, 2025 and 2024 fiscal years:
For the fiscal years ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Audit service: | $ | 75,150 | $ | 40,128 | ||||
| Audited related services: | - | - | ||||||
| Tax service: | - | - | ||||||
| Others: | - | - | ||||||
| Total: | $ | 75,150 | $ | 40,128 | ||||
| 36 |
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
* Filed herewith
** Furnished Herewith
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
ITEM 16. FORM 10-K SUMMARY.
None.
| 37 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vivic Corp | ||
| (Registrant) | ||
| Date: September 30, 2025 | By: | /s/ Tse-Ling Wang |
| Tse-Ling Wang | ||
Chief Executive Officer and Secretary Principal Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Tse-Ling Wang | Chief Executive Officer and Secretary | September 30, 2025 | ||
| Tse-Ling Wang | (Principal Executive Officer) | |||
| /s/ Andy F Wong | Chief Financial Officer | September 30, 2025 | ||
| Andy F Wong | (Principal Financial Officer; principal accounting officer) | |||
/s/ Shang-Chiai Kung |
Director and Chairman | September 30, 2025 | ||
| Shang-Chiai Kung | ||||
| /s/ Liu-Shiang Kung Hwang | Director | September 30, 2025 | ||
| Liu-Shiang Kung Hwang | ||||
| /s/ Hui Ming Pao | Director | September 30, 2025 | ||
| Hui Ming Pao | ||||
| /s/ Kevin Lee | Director | September 30, 2025 | ||
| Kevin Lee | ||||
| /s/ Amy Huang | Director | September 30, 2025 | ||
| Amy Huang |
| 38 |
VIVIC CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of VIVIC CORP.
Opinion on the Financial Statements
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit as of June 30, 2025, and negative cash flows from operations. The Company does not have sustained and stable income, and there is also significant uncertainty in the income for the next 12 months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audits provide a reasonable basis for our opinion.
| F-2 |
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
Evaluation of the Identification of Related Parties and Related Party Transactions
Description of the Matter
As disclosed in Notes 15 to the consolidated financial statements, the Company engages in transactions with related parties, which are integral to its operations. These transactions include prepayments of goods and working capital injections. We identified the evaluation of the identification of related parties and related-party transactions as a critical audit matter due to the complexity and the inherent risk of omission or incomplete disclosure of related parties and their transactions. There is potential for these transactions to not be conducted on arm’s length terms, along with the extensive nature of transactions.
How We Addressed the Matter in Our Audit
In order to address the matter above, our audit procedures included, among others,
| (1) | Gaining an understanding of the Company’s process for identifying related parties and related-party transactions, reviewing the Company’s policies and procedures for identifying and disclosing such relationships and transactions, as well as the controls in place to ensure completeness and accuracy. |
| (2) | Conducting inquiries with management and those charged with governance to identify all related parties and understand the nature of transactions with these parties. We also obtained confirmations from identified related parties to corroborate the information provided by management. |
| (3) | For significant related-party transactions identified during the audit, we reviewed the underlying contracts and agreements to assess whether the terms and conditions were consistent with those of arm’s length transactions. |
| (4) | Conducting targeted searches for potential undisclosed related-party relationship using the names of the entities, key management personnel, significant shareholders and known related parties. |
| (5) | Reviewing the financial statement disclosures related to related parties and related-party transactions to ensure they were complete and in accordance with the relevant financial reporting framework. |
/s/
We have served as the Company’s auditor since 2022.
PCAOB
ID
September 30, 2025
| F-3 |
VIVIC CORP.
CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable - related party | ||||||||
| Note receivable | ||||||||
| Prepayments | ||||||||
| Prepayments - related party | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Due from related parties | ||||||||
| 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 | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities and other payables | ||||||||
| Deferred revenue | ||||||||
| Tax payable | ||||||||
| Due to related parties | ||||||||
| Short-term loan | ||||||||
| 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, 2025 and 2024 | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2025, and shares issued and outstanding as of June 30, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (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
| F-4 |
VIVIC CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| 2025 | 2024 | |||||||
| For the Years Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Revenue - related party | ||||||||
| Total revenue | ||||||||
| Cost of revenue | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses | ||||||||
| Selling expenses | ||||||||
| Share-based compensation | ||||||||
| 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 from discontinued operations | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Other comprehensive item | ||||||||
| Foreign
currency translation gain (loss) | ( | ) | ||||||
| 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 consolidated financial statements
| F-5 |
VIVIC CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
| No.
of shares | Amount | No.
of shares | Amount | Additional paid-in capital | Other comprehensive income | Accumulated loss | Total stockholders’
| |||||||||||||||||||||||||
| Preferred stock | Common stock | Additional | Accumulated other | Total | ||||||||||||||||||||||||||||
| No. of shares | Amount | No. of shares | Amount | paid-in capital | comprehensive income (loss) | Accumulated loss | stockholders’ equity (deficit) | |||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Disposal of subsidiaries | - | - | ||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-6 |
VIVIC CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2024 | |||||||
| For the Years Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization expenses | ||||||||
| Bad debt direct write-off and provision | ||||||||
| Stock compensation expenses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable - related party | ( | ) | ||||||
| Note receivable | ( | ) | ||||||
| Prepayments | ( | ) | ||||||
| Prepayments - related party | ( | ) | ( | ) | ||||
| Other receivables | ( | ) | ( | ) | ||||
| Inventory | ||||||||
| Accounts payable | ( | ) | ||||||
| Accounts payable - related party | ( | ) | ||||||
| Accrued liabilities and other payables | ||||||||
| Deferred revenue | ( | ) | ||||||
| Tax payables | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related parties | ||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||
| Repayment of loan | ( | ) | ||||||
| Proceed from loans | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate change on cash and cash equivalents | ( | ) | ||||||
| NET DECREASE IN CASH & CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH & CASH EQUIVALENTS, BEGINNING OF THE YEAR | ||||||||
| CASH & CASH EQUIVALENTS, END OF THE YEAR | $ | $ | ||||||
| - | ||||||||
| Supplemental Cash Flows Information: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-7 |
VIVIC CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
VIVIC CORP. (the “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, who was then 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, 2025 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 Paid Up: TWD | % | ||||||||
On October 9, 2024, the Board of Directors of the Company adopted a resolution changing the fiscal year end of the Company to June 30, effective June 30, 2024. Management believes the change will cause the Company’s annual financial statements to more accurately reflect the Company’s performance and facilitate the timely preparation of its periodic reports required to be filed with the Securities and Exchange Commission.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
● Basis of presentation
These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
| F-8 |
● Use of estimates
Preparing these 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 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 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 consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
● Cash and cash equivalents
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.
● Credit losses
On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023.
The Company’s accounts receivable and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses. When establishing the loss rate, the Company makes the assessment based on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that a receivable is unlikely to be collected.
Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers an amount that it previously reserved for, the Company will reduce the specific allowance for credit losses.
● Accounts receivable
Accounts
receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to
90 days from completion of service. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s
credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past
due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected
credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition,
credit history, and the current economic conditions to monitor the progress of the collection of accounts receivable. 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, 2025 and 2024, the Company had
| F-9 |
● Prepayments
The
Company makes advances to certain vendors to purchase finished goods and service. The advances are interest-free and unsecured. As of
June 30, 2025 and 2024, the Company had prepayment to vendors of $
● Inventories
Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to market value, if lower.
● Property and equipment
Property and equipment 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 | ||||
| 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.
● Intangible assets
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 years ended June 30, 2025 and 2024, 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, mainly yachts. The Company recognize its revenue at a point in time when the control of the products has been transferred to customers.
| F-10 |
● 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 consolidated statements of stockholders’ equity deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income (loss) is not included in the computation of income tax expense or benefit.
● Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
● Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of transactions. 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 consolidated statements of operations.
The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. 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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the consolidated statements of changes in stockholder’s equity (deficit).
Translation of amounts from TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2025 and 2024.
SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS
| June 30, 2025 | June 30, 2024 | |||||||
| 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 | ||||||||
| F-11 |
● 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.
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive (see Note 14).
● 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
SCHEDULE OF CONCENTRATIONS AND CREDIT RISK
(a) Major customers
| Percentage of Revenue | ||||||||
| Years Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| A* | % | % | ||||||
| B | % | % | ||||||
| C | % | % | ||||||
| D | - | % | ||||||
| * |
| F-12 |
(b) Major vendors
| Percentage of Purchase | ||||||||
| Years Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| A | % | % | ||||||
| B | % | % | ||||||
| C | - | % | ||||||
The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.
● Fair value of financial instruments
The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and notes payable): cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximates their fair values because of the short-term nature of these financial instruments.
Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of notes payable approximates the carrying amount.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
● Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
● Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and
● Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
● Value-Added Tax (“VAT”)
Sellers
and service providers are generally obligated to pay business tax for sales of goods or services within Taiwan unless the law provides
otherwise. For imported goods, the business tax will be paid by the goods receivers or buyers via customs. For imported services sold
by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers.
VAT
is applicable to general industries, and the VAT rate is
| F-13 |
● Recent accounting pronouncements
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related 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.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
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 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.
| F-14 |
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, increasing its sales and the diversity of its customer base. The Company is actively pursuing additional financing for its operations via potential loans and equity issuances. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.
Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that this report is issued. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The 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 addition 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 – INVENTORY
Inventory consisted of the following:
SCHEDULE OF INVENTORY
| June 30, 2025 | June 30, 2024 | |||||||
| Finished goods, mainly parts | $ | $ | ||||||
| Total inventory | ||||||||
| Less: Inventory impairment | ||||||||
| Inventory, net | $ | $ | ||||||
NOTE 5 – PREPAYMENTS
Prepayments consisted of the following:
SCHEDULE OF PREPAYMENTS
| June 30, 2025 | June 30, 2024 | |||||||
| Prepayments to vendors | $ | $ | ||||||
| Prepaid service fee | ||||||||
| Total prepayments | $ | $ | ||||||
Prepayments mainly consisted of prepaid expenses to vendors. The prepaid service fee consisted of prepaid OTC listing fee and annual filling fee.
| F-15 |
NOTE 6 – NOTES RECEIVABLE – BANK ACCEPTANCES
The
Company sold goods to its customers and received notes (bank acceptances) from them in lieu of payment. These bank acceptances were issued
by customers to the Company and will be honored by the applicable bank. The Company may hold a bank acceptance until maturity for full
payment or have the bank acceptance cashed by the bank at a discount at an earlier date or transfer the bank acceptance to its vendors
in lieu of payment for its obligations. As of June 30, 2025 and June 30, 2024, the Company had notes receivable of $ and $
NOTE 7 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, 2025 | June 30, 2024 | |||||||
| Office equipment | $ | $ | ||||||
| Subtotal | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation
expenses for the years ended June 30, 2025 and 2024 were $
NOTE 8 – INTANGIBLE ASSETS
Intangible assets consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| June 30, 2025 | June 30, 2024 | |||||||
| Software | $ | $ | ||||||
| Total intangible assets | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization
expense for the years ended June 30, 2025 and 2024 were $
NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued liabilities and other payables consisted of the following:
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE
| June 30, 2025 | June 30, 2024 | |||||||
| Accrued penalty | $ | $ | ||||||
| Accrued salaries | ||||||||
| Accrued consulting fee | ||||||||
| Accrued legal fee | ||||||||
| Other payables | ||||||||
| Total accrued liabilities and other payable | $ | $ | ||||||
| F-16 |
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 10 – LOAN PAYABLE
On
March 13, 2023, Vivic Taiwan entered a loan agreement with a third-party individual. Vivic Taiwan borrowed TWD
On
May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD
On
December 6, 2024, Vivic Taiwan entered into a new loan agreement with Taiwan Hua Nan Bank for loan amount of TWD
On
January 20, 2025, Vivic Taiwan entered into loan agreement with a third-party company. Vivic Taiwan borrowed TWD
| F-17 |
NOTE 11 – SBA LOAN PAYABLE
On
June 23, 2020, Vivic Corp. received an $
As of June 30, 2025, 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 | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 12 – TAXES
The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:
United States of America
VIVC
is registered in the State of Delaware and is subject to US federal corporate income tax rate of
Taiwan
Vivic
Taiwan operating in Taiwan is subject to the Taiwan Profits Tax at the income tax rate of
Hong Kong
The
Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the tax rates ranging from
The reconciliation of income tax rate to the US effective income tax rate based on income before income taxes for the years ended June 30, 2025 and 2024 are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE
| 2025 | 2024 | |||||||
| Years ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Income (Loss) before income taxes | $ | ( | ) | $ | ||||
| Statutory income tax rate | ( | ) | ||||||
| Tax rate difference | ( | ) | ||||||
| Prior year tax adjustment | ( | ) | ||||||
| Valuation allowance | ( | ) | ||||||
| Income tax expense | $ | ( | ) | $ | ||||
| F-18 |
The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2025 and 2024:
SCHEDULE OF DEFERRED INCOME TAXES ASSETS AND LIABILITIES
| June 30, 2025 | June 30, 2024 | |||||||
| Deferred tax assets on | ||||||||
| Net operating loss carryforwards: | ||||||||
| - United States | $ | $ | ||||||
| - Taiwan | ||||||||
| - Hong Kong | ||||||||
| Total | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
As
of June 30, 2025, the Company’s continuing operations had $
NOTE 13 – 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, 2025 and 2024, the Company had shares of its Series A preferred stock issued and outstanding, with a par value of
$ per share, each
Common Stock
The
Company issued an aggregate of shares of the Company’s common stock on September 30, 2024 with fair value of $
On
September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology
Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai shares of
the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September
1, 2024. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai shares of the Company’s common
stock each year in which he remains employed by the Company. The Company had $
| F-19 |
On
September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm, approved by the Board
on October 8, 2024. The Company will pay the IR firm $
On
January 7, 2025, the Company entered an employment agreement with Mr. Andy F Wong to serve as the Company’s Chief Financial Officer
(“CFO”) for an initial term expiring
On
January 7, 2025, the Company entered an employment agreement with Mr. Tse-Ling Wang to serve as the Company’s Chief Executive Officer
(“CEO”) for an initial term expiring
On October 1, 2024, the Company entered into an employment agreement with Mr. Kun-Teng Liao to serve as the Company’s director and Secretary. On January 25, 2025, the Board appointed Mr. Liao as the Company’s Chief Operating Officer (“COO”) for an initial term expiring September 20, 2025. The agreement was approved by the Board on January 25, 2025. The Company will pay Mr. Liao shares of the Company’s common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Liao shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $ stock compensation expense for shares to be issued to Mr. Liao.
As of June 30, 2025 and 2024, the Company had and shares of its common stock issued and outstanding, respectively.
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 years ended June 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Years ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| 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, discontinued operations | ||||||||
| Net income (loss) per share of common stock –diluted, discontinued operations | $ | $ | ||||||
| * | Net loss per share was the same for the basic and diluted weighted average shares outstanding for the year ended June 30, 2025 due to anti-dilution feature resulting from the net loss. |
| F-20 |
NOTE 15 – RELATED PARTY TRANSACTIONS
a. Related parties
SCHEDULE OF RELATED PARTIES
| Name of Related Party | Relationship to the Company | |
| Yun-Kuang Kung | ||
| Kung Hwang Liu Shiang | ||
| Shang-Chiai Kung | ||
| Kun-Teng Liao* | ||
| Tse-Ling Wang | ||
| Weiguan Ship | ||
| Jiazhou Yacht Company Limited | ||
| Fujian Jiaxin Yacht Company Limited |
| * |
b. Prepayments - related party
As
of June 30, 2025 and 2024, the Company had prepayment to Weiguan Ship of $
As
of June 30, 2025, the Company had prepayment to Fujian Jiaxin Company Limited of $
In
addition, on and effective August 1, 2024, the Board of Directors (the “Board”) of the Company appointed Mr. Tse-Ling
Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms.
Hwang, Mr. Wang and Mr. Kevin Lee will each be issued
shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a
period of one-year, and each of Ms. Huang and Mr. Pao will receive
shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a
period of one-year. The Board also approved the issuance of
shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a
period of one-year. The Company issued an aggregate of
shares of the Company’s common stock during the year ended June 30, 2025 with a fair value of
Moreover,
on September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief
Technology Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai
shares of the Company’s common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai
shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30,
2025, the Company recorded $
stock compensation expense for shares issued to Mr. Lai. As of June 30, 2025, the Company had prepaid Chairman and Directors’
compensation of $
| F-21 |
c. Due from related parties
Due from related parties consisted of the following:
SCHEDULE OF DUE FROM RELATED PARTY
| Name | June 30, 2025 | June 30, 2024 | ||||||
| Weiguan Ship (1) | $ | $ | ||||||
| Yun-Kuang Kung (2) | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2025, the due from related parties consisted of the following:
| (1) | ||
| (2) |
d. Due to related parties
Due to related parties consisted of the following:
SCHEDULE OF DUE TO RELATED PARTIES
| Name | June 30, 2025 | June 30, 2024 | ||||||
| Kung Hwang Liu Shiang | $ | $ | ||||||
| Yun-Kuang Kung | ||||||||
| Shang-Chiai Kung | ||||||||
| Total | $ | $ | ||||||
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Due to related parties represented temporary advances to the Company by the stockholders or senior management of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interests from related parties’ loan are not significant.
Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
NOTE 16 – COMMITMENTS AND CONTINGENCIES
As
of June 30, 2025 and 2024, the Company has
NOTE 17– 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 consolidated financial statements were issued and determined the Company had no major subsequent events that need to be disclosed.
| F-22 |
Exhibit 10.7
Exhibit 31.1
Certification Of The Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Tse-Ling Wang, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K 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. | The registrant’s other certifying officer(s) and I are 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; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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. |
| 6. | The registrant’s other certifying officer(s) and I have indicated in this report whether or not there were significant changes in internal controls or on other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| Dated: September 30, 2025 | ||
| By: | /s/ Tse-Ling Wang | |
| Tse-Ling Wang | ||
| Chief Executive Officer | ||
Exhibit 31.2
Certification Of The Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andy F Wong, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K 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. | The registrant’s other certifying officer(s) and I are 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; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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. |
| 6. | The registrant’s other certifying officer(s) and I have indicated in this report whether or not there were significant changes in internal controls or on other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| Dated: September 30, 2025 | ||
| By: | /s/ Andy F Wong | |
| Andy F Wong | ||
| Chief Financial Officer | ||
Exhibit 32.1
Certification Pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Vivic Corp. (the “Company”) on Form 10-K for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tse-Ling Wang, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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 results of operations of the Company.
| Dated: September 30, 2025 | ||
| By: | /s/ Tse-Ling Wang | |
| Tse-Ling Wang | ||
| Chief Executive Officer | ||
Exhibit 32.2
Certification Pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Vivic Corp. (the “Company”) on Form 10-K for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andy F Wong, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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 results of operations of the Company.
| Dated: September 30, 2025 | ||
| By: | /s/ Andy F Wong | |
| Andy F Wong | ||
| Chief Financial Officer | ||