| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE－
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The
accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies
as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes. ●
Basis of presentation These
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the
instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial
information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered
necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows
for such periods. Operating results for interim periods are not necessarily indicative of the results
that may be expected for the entire year or for any other subsequent interim period. The interim unaudited condensed consolidated
financial information should be read in conjunction with the financial statements and the notes thereto, included in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, previously filed with the SEC on March 30,
2023. ●
Use of estimates Preparing
these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the
periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the
estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated
financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future
confirming events. Such estimates may be subject to change as more current information becomes available. Actual results may differ from
these estimates. ●
Principles of consolidation The
unaudited condensed consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant
inter-company balances and transactions within the Company have been eliminated upon consolidation. ●
Cash and cash equivalents Cash
and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly
liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying
amounts approximate fair value due to the short maturities of these instruments. ●
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 evaluation of a customer’s financial condition, the
customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms
are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.
Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual
customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection
of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the
inability of its customers to make required payments. For receivables that are past due or not being paid according to payment
terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account
balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for
recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June
30, 2023 and December 31, 2022, the Company had no ●
Property, plant, and equipment Property,
plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking
into account their estimated residual values: SCHEDULE
OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVE
Expected
useful life
Service
yacht 10
Motor
vehicle 5
Office
equipment 5 Expenditures
for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ●
Intangible assets, net Intangible
assets are stated at cost less accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased
software which are amortized on a straight-line basis over a useful life of 10 The
Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators
of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’
carrying amounts. During the three and six months ended June 30, 2023 and 2022 there were no ●
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. ●
Comprehensive income/(loss) ASC
Topic 220, “ Comprehensive Income ●
Income taxes Income
taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The
Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that
are subject to examination by the relevant tax authorities. ●
Foreign currencies translation Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the unaudited condensed consolidated statements of operations. The
reporting currency of the Company is the United States Dollar (“US$”) and the accompanying unaudited condensed consolidated
financial statements have been expressed in US$. In addition, the Company and its subsidiaries operating in PRC, Taiwan and Hong Kong
maintain their books and record 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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement Translation
of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2023 and December 31, 2022 and
for the six months ended June 30, 2023 and 2022. SCHEDULE
OF FOREIGN CURRENCY TRANSLATIONS
June 30, 2023 June 30, 2022 December 31, 2022
Period/year-end RMB:US$ exchange rate 7.2516 6.6977 6.8972
Period/annual average RMB:US$ exchange rate 6.9300 6.4787 6.7290
Period/year-end HK$:US$ exchange rate 7.8370 7.8467 7.8015
Period/annual average HK$:US$ exchange rate 7.8370 7.8257 7.8306
Period/year-end TWD:US$ exchange rate 31.1526 29.7404 30.7300
Period/annual average TWD:US$ exchange rate 30.5810 28.7168 29.7963 ●
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. ●
Noncontrolling interest The
Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling
interests as a separate component of total stockholders’ deficit on the condensed consolidated balance sheets and the net loss
attributable to its noncontrolling interest be clearly identified and presented on the face of the unaudited condensed consolidated statements
of operations and comprehensive loss. ●
Net loss per share The
Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed
by dividing the net income by the weighted-average number of shares of common stock outstanding during the periods. Diluted loss per
share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include
the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued
and if the additional common stock were dilutive. ●
Related parties Parties,
which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence. ●
Concentrations and credit risk The
Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including
amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains
its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits
may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced
losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. ●
Fair value of financial instruments The
carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents,
accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables
and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management
believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate
the carrying amount. The
Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures
● Level
1
● Level
2 :
● Level
3 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 Enterprises
or individuals who sell commodities, engage in repair and consultation services in the PRC are subject to a value added tax in accordance
with PRC Laws. The VAT standard rate had been 17 16 13 ●
Reclassification Certain
prior period accounts have been reclassified in conformity with current period’s presentation including reclassification of due
to related party from other payables. These reclassifications had no impact on the reported results of operations and cash flows. ●
Recent accounting pronouncements In
June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses
(Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the
reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU replaces the existing
incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13
was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit
Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic
815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief.
For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after
December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance effective
January 1, 2023. The adoption did not have significant impact on the Company’s unaudited condensed consolidated financial statements. In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities
and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing
guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features
and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception
from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s
own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises
the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments
by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an
instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal
years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier
than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the
fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact
that ASU 2020-06 may have on its unaudited condensed consolidated financial statements and related disclosures. |
