VIVIC CORP. - Quarter Report: 2019 January (Form 10-Q)

Las Vegas, NV 89119

Tel: 702-899-0818

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

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [  ]

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

Large accelerated filer [  ]

Non-accelerated filer [ X ]

Accelerated filer [   ] 

Smaller reporting company [ X ] 

Emerging growth company [ X ]

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

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

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

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ITEM 1. FINANCIAL STATEMENTS

Vivic Corp.

Balance Sheets

At Jan 31, 2019

The accompanying notes are an integral part of these financial statements.

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Vivic Corp.

Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these financial statements.

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Statements of Cash Flows

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VIVIC CORP.

Notes to Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

VIVIC CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 16, 2017.  Vivic Corp. is in the tourism business. Starting December 27, 2018, the Company expanded its main business operations to the research and development of yacht manufacturing, tourism, pier, real estate operations and the application of new energy saving technologies.

The Company has adopted an April 30 fiscal year end.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of January 31, 2019 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 16, 2017) to January 31, 2019 of $45,458. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.  

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The results for the nine months ended January 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2018, filed with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at January 31, 2019 and for the related periods presented.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At January 31, 2019 the Company's bank deposits did not exceed the insured amounts.

Stock-Based Compensation

As of January 31, 2019, the Company has not issued any stock-based compensation to its employees.

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Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We record revenue when persuasive evidence of an arrangement exists, the services have been provided, the price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The tourism business is seasonal. We expect that our results of operations will be subject to quarterly fluctuations caused primarily by the seasonal variations in the travel industry and weather conditions and other factors beyond our control.

Income Taxes

New Accounting Pronouncements

In March 2018, the FASB issued ASU 2018-05 — Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The amendments are effective upon addition to the FASB Accounting Standards Codification. The Company does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

NOTE 4 – CAPITAL STOCK

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share. For the year ended April 30, 2017, the Company issued 4,500,000 shares of its common stock at $0.001 per share for total proceeds of $4,500. For the year ended April 30, 2018, the Company issued 840,000 shares of its common stock at $0.03 per share for total proceeds of $25,200.

As of January 31, 2019, the Company had 5,340,000 shares issued and outstanding.

NOTE 5 – RELATED PARTY TRANSACTIONS

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

In December 2018, all the loans and due owned to the former officer has been paid off or forgiven.

The company paid $4,500 consulting fee to Honetech Inc., our controlling shareholder during the three months ended January 31, 2019.  As of January 31, 2019, the $4,500 has been included in Accounts Payable.

NOTE 6-CHANGE OF CONTROL AND EXPANSION OF BUSINSS PLAN

On December 27, 2018, Honetech Inc, a Samoa company, consummates the purchase of 2,499,800 shares of common stock of  the Company from Yoel Rosario Duran for the price of $189,984.80 and 1,999,800 shares of common stock of the Company from Dmitriy Perfilyev  for the price of $151,984.80 pursuant to the share purchase agreements entered on December 21, 2018. Upon the

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consummation of these transactions, Honetech Inc became the controlling shareholder of the Company. Honetech Inc used its company working capital  to purchase these shares.

In connection with this share purchase transaction, on December 21, 2018, the following new members have been appointed to the board of directors and principal offices of the Company:

Wen-Chi Huang became Chairman of the Board and a Board Director.

Huilan Chen became Secretary of the Board, a Board Director and the Controller of the Company.

Cheng-Hsing Hsu became a Board Director and the Chief Financial Officer of the Company.

Yun-Kuang Kung became the Chief Executive Office of the Company.

Kuen-Horng Tsai became the Supervisor of the Board of Directors and a Board Director.

Kun-Teng Liao became a Board Director.

Effective on December 21, 2018, Yoel Rosario Duran resigned from all positions he held in the Company, including Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Board Director, effective immediately.  Dmitriy Perfilyev resigned as the Secretary of the Company, effective immediately.

Starting December 27, 2018, the Company expands its main business operations to the research and development of yacht manufacturing, tourism, pier, real estate operations and the application of new energy saving technologies. There will be two main sections in the company's business: 

(1)In mainland China and Taiwan, we will carry out the development, sales and operation of new energy electric yachts and traditional power yachts, covering the entire yacht industry chain. Through the Internet platform, we will provide our own proprietary and  third-party yacht tourism products, covering the best coastal tourism attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou.  

(2)For the global energy market, we develop a series of oil and gas energy-saving products with new energy-saving technologies. This cross-century energy-saving solution can be applied in various scenarios with oil and natural gas as energy sources. Experiments have shown that achieving energy efficiency of up to 50% in the field of large boiler energy saving has a huge market prospect. This energy-saving innovative technology will also be applied to new energy-saving ships and traditional boat reconstruction equipment to save energy. This innovative technology will bring new changes to the yachting industry and “promote a low carbon journey for tourists” to protect the global environment. 

NOTE 7. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from January 31, 2019 to March 25, 2019 the date the financial statements were available to be issued and has determined that there are no items to disclose.

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

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q 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 best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

General

(1)In mainland China and Taiwan, we will carry out the development, sales and operation of new energy electric yachts and traditional power yachts, covering the entire yacht industry chain. Through the Internet platform, we will provide our own proprietary and  third-party yacht tourism products, covering the best coastal tourism attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou.  

(2)For the global energy market, we develop a series of oil and gas energy-saving products with new energy-saving technologies. This cross-century energy-saving solution can be applied in various scenarios with oil and natural gas as energy sources. Experiments have shown that achieving energy efficiency of up to 50% in the field of large boiler energy saving has a huge market prospect. This energy-saving innovative technology will also be applied to new energy-saving ships and traditional boat reconstruction equipment to save energy. This innovative technology will bring new changes to the yachting industry and “promote a low carbon journey for tourists” to protect the global environment. 

RESULTS OF OPERATIONS

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

Compared with the same period last year, the revenue has decreased and net loss has increased due to change of management and operation.

During three months ended January 31, 2019, we generated $0 in revenue and cost of sales was $0. During three months ended January 31, 2018, the revenue was $5,000 and the cost of sales was $2,655. Our net income(loss) for the three months ended January 31, 2019 was $(12,554).

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During nine months ended January 31, 2019, we generated $0 in revenue and cost of sales was $0. During nine months ended January 31, 2018, the revenue was $16,300 and the cost of sales was $9,265.  During the nine months ended January 31, 2019, we incurred expenses of $24,590.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2019 our total assets were $0 compared to $18,910 in total assets at April 30, 2018. As of January 31, 2019, our total liabilities were $12,155 compared to $10,078 in total liabilities at April 30, 2018. The accumulated loss has reached $45,458.

For the nine month period ended January 31, 2019, net cash flows used in operating activities was $(11,209) compared to the same period in last year was $(2,563).  It was basically because the increase of net loss.

Cash Flows from Investing Activities

No property or equipment were purchased in this year, therefore, the investing of equipment was 0.

Cash Flows from Financing Activities

For the nine month period ended January 31, 2018, there was a proceeding of loan from shareholder of $6,938 and issuance of common stock for $25,200.  For the nine months period ended January 31, 2019, there is no common stock issuance this year and $4,822 had paid to long term shareholder loan.

PLAN OF OPERATION AND FUNDING

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

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our April 30, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, and therefore has no significant impact on the company’s financial report nor internal control. Under the new ownership and management, accounting officer will provide monthly, quarterly, semi-annually, annually financial statements to our shareholders, CPA, and corporate management to ensure accurate financial activities recorded.

PART II. OTHER INFORMATION

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

No equity securities were sold since May 1, 2017.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended January 31, 2019.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits:

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

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

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

Dated: March 25, 2019

VIVIC CORP.                                                                                       

/s/ Yun-Kuang Kung

___________________                                                                                                        

By: Yun-Kuang Kung                                                                  

Chief Executive Officer       

/s/ Cheng-Hsing Hsu

___________________                                                                                                        

By: Cheng-Hsing Hsu

Chief Financial Officer

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