Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 17, 2020 | Jun. 30, 2019 | |
Document Type | 10-KT/A | ||
Amendment Flag | true | ||
Amendment Description | We are amending the Form 10-KT transitional report for the period from May 1, 2019 to December 31, 2019[EL1] to add more substantial disclosure of our business operations and the "risk factors". | ||
Document Period End Date | Dec. 31, 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-219148 | ||
Entity Registrant Name | VIVIC CORP. | ||
Entity Central Index Key | 0001703073 | ||
Entity Tax Identification Number | 98-1353606 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 189 E Warm Spring Rd. | ||
Entity Address, Address Line Two | PMB#B450 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89119 | ||
City Area Code | 702 | ||
Local Phone Number | 899-0818 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,779,800 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Common Stock | |||
Entity Common Stock, Shares Outstanding | 32,363,200 | ||
Preferred Stock | |||
Entity Common Stock, Shares Outstanding | 832,000 | 832,000 | |
Common Stock | |||
Entity Common Stock, Shares Outstanding | 32,363,200 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Current Assets | |||
Cash | $ 562,503 | $ 170,519 | $ 14,006 |
Deposits and prepayments | 11,000 | 200 | |
Other receivables | 23,656 | ||
Total current assets | 586,159 | 181,519 | 14,206 |
Non-current assets: | |||
Property, plant and equipment, net | 265,540 | 4,704 | |
Total Assets | 851,699 | 181,519 | 18,910 |
Current Liabilities | |||
Trade payable | 12,448 | ||
Accrued liabilities and other payable | 306,248 | 11,255 | |
Deferred revenue | 36,841 | ||
Amounts from related parties | 617,180 | 99,937 | 10,078 |
Current portion of lease liability | 5,022 | ||
Income tax payable | 36,063 | 6,941 | |
Total Current liabilities | 1,013,802 | 118,133 | 10,078 |
Non-current liabilities: | |||
Lease liability | 9,758 | ||
Total Liabilities | 1,023,560 | 118,133 | 10,078 |
Commitments and contingencies | |||
Stockholder's Equity | |||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 and 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 832 | 832 | |
Common stock, $0.001 par value; 70,000,000 shares authorized; 32,363,200, 117,384,000 and 21,360,000 shares issued and outstanding as of December 31, 2019, April 30, 2019 and April 30, 2018, respectively | 32,363 | 117,384 | 21,360 |
Additional Paid-In Capital | 24,946 | (60,075) | 8,340 |
Accumulated other comprehensive loss | (1,319) | ||
(Accumulated losses) Retained earnings | (344,788) | 5,245 | (20,868) |
Total Vivic Corp. shareholders' (deficit) equity | (287,966) | 63,386 | 8,832 |
Non-controlling interest | 116,105 | ||
Stockholders' Equity | (171,861) | 63,386 | 8,832 |
Total Liabilities and stockholder's equity | $ 851,699 | $ 181,519 | $ 18,910 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 832,000 | 832,000 | 0 |
Preferred Stock, Shares Outstanding | 832,000 | 832,000 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | 70,000,000 |
Common Stock, Shares Issued | 32,363,200 | 117,384,000 | 21,360,000 |
Common Stock, Shares Outstanding | 32,363,200 | 117,384,000 | 21,360,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income Statement [Abstract] | |||
Revenues, net | $ 428,340 | $ 99,975 | $ 16,300 |
Cost of revenue | (13,899) | (9,265) | |
Gross profit | 414,441 | 99,975 | 7,035 |
Operating expenses | |||
General and administrative expenses | (448,792) | (66,921) | (25,945) |
Total operating expenses | (448,792) | (66,921) | (25,945) |
Income (loss) from operation | (34,351) | 33,054 | (18,910) |
Other income (expense): | |||
Impairment loss | (299,242) | ||
Interest expense | (425) | ||
Interest income | 67 | ||
Other income | 504 | ||
Exchange difference | 325 | ||
Total other income (expense) | (298,771) | ||
Income (loss) before income taxes | (333,122) | 33,054 | (18,910) |
Income tax expense | (29,122) | (6,941) | |
NET INCOME (LOSS) | (362,244) | 26,113 | (18,910) |
Net loss attributable to non-controlling interest | (12,211) | ||
Net (loss) income attributable to Vivic Corp. | (350,033) | 26,113 | (18,910) |
Other comprehensive loss: | |||
Foreign currency translation loss | (1,319) | ||
COMPREHENSIVE (LOSS) INCOME | $ (351,352) | $ 26,113 | $ (18,910) |
Net income (loss) per share - Basic and Diluted | $ (0.01) | $ 0 | $ 0 |
Weighted average common shares outstanding - Basic and Diluted | 65,548,624 | 29,515,464 | 19,252,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Cash flows from Operating Activities | |||
Net loss | $ (362,244) | $ 26,113 | $ (18,910) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant and equipment | 9,672 | 1,026 | 1,446 |
Impairment loss on good will | 299,242 | ||
Change in operating assets and liabilities: | |||
Prepayments | 45,207 | (10,800) | |
Other receivable | 6,234 | ||
Trade payable | 296 | ||
Accrued liabilities and other payable | 228,604 | 11,255 | |
Deferred revenue | 36,841 | ||
Income tax payable | 29,122 | 6,941 | |
Net cash used in operating activities | 292,974 | 34,535 | (17,464) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (18,164) | (6,150) | |
Acquisition of a subsidiary | (78,868) | ||
Net cash used in investing activities | (97,032) | (6,150) | |
Cash flows from Financing Activities | |||
Advances from a shareholder | 58,159 | 99,937 | |
Proceeds of loan from shareholder | 2,025 | 7,850 | |
Repayment on loan from former shareholder | (4,822) | ||
Repayment of lease liability | (1,223) | ||
Proceeds from issuance of common and preferred stocks | 24,838 | 25,200 | |
Change in non-controlling interest | 128,316 | ||
Net cash provided in financing activities | 185,252 | 121,978 | 33,050 |
Effect on exchange rate change on cash and cash equivalents | 10,790 | ||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 391,984 | 156,513 | 9,436 |
BEGINNING OF PERIOD/YEAR | 170,519 | 14,006 | 4,570 |
END OF PERIOD/YEAR | 562,503 | 170,519 | 14,006 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Interest | |||
Income Taxes | 425 | ||
NON-CASH FINANCING TRANSACTIONS | |||
Exchange of property, plant and equipment for settlement of debt | 3,678 | ||
Gain on settlement of debt | $ 3,603 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income Loss | Accumulated Loss | Noncontrolling Interest | Total |
Beginning Balance at Apr. 30, 2017 | $ 18,000 | $ (13,500) | $ (1,958) | $ 2,542 | |||
Beginning Balance, Shares at Apr. 30, 2017 | 18,000,000 | ||||||
Shares Issued | $ 3,360 | 21,840 | 25,200 | ||||
Shares Issued, Shares | 3,360,000 | ||||||
Change in non-controlling interest | |||||||
Gain on settlement of debt | |||||||
Foreign currency translation adjustment | |||||||
Net Income (loss) | (18,910) | (18,910) | |||||
Ending Balance at Apr. 30, 2018 | $ 21,360 | 8,340 | (20,868) | 8,832 | |||
Ending Balance, Shares at Apr. 30, 2018 | 21,360,000 | ||||||
Shares Issued | $ 832 | $ 96,024 | (72,018) | 24,838 | |||
Shares Issued, Shares | 832,000 | 96,024,000 | |||||
Change in non-controlling interest | |||||||
Gain on settlement of debt | 3,603 | 3,603 | |||||
Foreign currency translation adjustment | |||||||
Net Income (loss) | 26,113 | 26,113 | |||||
Ending Balance at Apr. 30, 2019 | $ 832 | $ 117,384 | (60,075) | 5,245 | 63,386 | ||
Ending Balance, Shares at Apr. 30, 2019 | 832,000 | 117,384,000 | |||||
Shares Cancelled | $ (85,021) | 85,021 | |||||
Shares Cancelled, Shares | (85,020,800) | ||||||
Change in non-controlling interest | 128,316 | 128,316 | |||||
Gain on settlement of debt | |||||||
Foreign currency translation adjustment | (1,319) | (1,319) | |||||
Net Income (loss) | (350,033) | (12,211) | (362,244) | ||||
Ending Balance at Dec. 31, 2019 | $ 832 | $ 32,363 | $ 24,946 | $ (1,319) | $ (344,788) | $ 116,105 | $ (171,861) |
Ending Balance, Shares at Dec. 31, 2019 | 832,000 | 32,363,200 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE - 1 ORGANIZATION AND BUSINESS BACKGROUND VIVIC Corp. (the "Company" or “VIVIC”) is a corporation established under the corporation laws in the State of Nevada on February 16, 2017. The business background of the Company is described in the section of this Amended Annual Report entitled “DESCRIPTION OF BUSINESS”. The reader should review that entire section. Set forth below is information on organizational developments regarding the Company. Other organizational-related matters are described in the section of this Amended Annual Report entitled “Description of Business”. Those matters include a significant change in the ownership of equity in the Company and a significant change in the officers and directors of the Company. During the 8 months ending December 31, 2019, the Company, through its subsidiaries, mainly engaged in providing consultancy services in Hong Kong, Macau and The People’s Republic of China for marina construction and yacht brokerage. On August 2, 2019, the Company formed a wholly owned subsidiary named Vivic Corporation (Guangzhou) Co., Limited in the People’s Republic of China. On September 19, 2019, the Company approved the change of fiscal year from April 30 to December 31. On October 15, 2019, the Company completed the acquisition of 100% ownership of Guangzhou Monte Fino Yacht Company Limited in the People’s Republic of China. On November 22, 2019, the Company formed a wholly owned subsidiary named Vivic Corporation (Fujian) Co., Limited in the People’s Republic of China. On January 15, 2020, the Company approved an amendment to the Company’s Certificate of Incorporation (the “Charter”) to file with the Secretary of State of the State of Nevada a Certificate of Amendment to the Charter (the “Charter Amendment”). Pursuant to the Charter Amendment, the Company’s Charter was amended, effective as of January 20, 2020, to effectuate a Four for One (4:1) forward split of the Company’s shares of common stock. This amendment supersedes the amendment filed on November 2, 2019 regarding the same Four for One (4:1) forward split. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the period and years presented, unless otherwise indicated, to give effect to the forward stock split. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Vivic Corporation (Hong Kong) Co., Limited Hong Kong Investment holding and tourism consultancy service 52,000,000 ordinary shares for HK$2,159,440 75% Vivic Corporation (Guangzhou) Co., Limited The People’s Republic of China Tourism consultancy service Registered: RMB10,000,000 Paid up: RMB0 75% Vivic Corporation (Fujian) Co., Limited The People’s Republic of China Tourism consultancy service Registered: RMB10,000,000 Paid up: RMB0 75% Guangzhou Monte Fino Yacht Company Limited The People’s Republic of China Tourism consultancy service and provision of yacht service Registered: RMB10,000,000 Paid up: RMB2,244,758 100% Guangzhou Hysoul Yacht Company Limited The People’s Republic of China Provision of yacht service Registered: RMB10,000,000 Paid up: RMB140,000 100% Guangzhou Khashing Yacht Company Limited The People’s Republic of China Provision of yacht service Registered: RMB10,000,000 Paid up: RMB73,000 90% VIVC and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These 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”). Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the period and years reported. Actual results may differ from these estimates. Basis 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. 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 the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service yacht 10 years Motor vehicle 5 years Expenditure for repairs and maintenance is expensed as incurred. When assets have 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. Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the sale and rendering of yacht services and recognizes in full upon completion of delivery to the receiver’s location or services to the customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. Comprehensive income Accounting Standards Codification (“ASC”) 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. For the period ended December 31, 2019 and the years ended April 30, 2019 and 2018, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2019, April 30, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. 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 consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in PRC and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”) and Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018: December 31, April 30, 2019 2019 2018 Period-end RMB:US$ exchange rate 6.9668 6.9668 6.8764 Period average RMB:US$ exchange rate 6.9668 6.9668 6.6146 Period-end HK$:US$ exchange rate 7.7872 7.7872 7.8312 Period average HK$:US$ exchange rate 7.8346 7.8346 7.8370 Leases The Company adopted Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. Net income per share The Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. · Segment reporting ASC Topic 280, “ Segment Reporting Related parties Parties, which can be a corporation 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 Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally 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 finance lease): cash and cash equivalents, accounts receivable, amount due to a related party, 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 short-term bank borrowings and 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. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Accounting Standards Adopted In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) in order to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 requires a lessee to recognize a lease liability for future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term on the balance sheet for most lease arrangements. The new standard also changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize right-of-use assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance in ASC 840. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which provides a new transition option in which an entity initially applies ASU 2016-02 at the adoption date and recognizes a cumulative-effect adjustment in the period of adoption. Prior period comparative balances will not be adjusted. The Company used the new transition option and was also utilizing the package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. We also used the short-term lease exception for leases with a term of 12 months or less. Additionally, the Company used the practical expedient that allowed each separate lease component of a contract and the associated non-lease components to be treated as a single lease component. The exercise of lease renewal options is at our discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise. The Company will evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. As of the January 1, 2019, effective date the Company identified one finance lease arrangement in which it is a lessee. In calculating the present value of the lease payments, the Company applied an individual discount rate for each of its leases, and determined the appropriate discount rate based on the remaining lease terms at the date of adoption. As the lessee to several lease agreements, the Company did not have insight into the relevant information that would be required to arrive at the rate implicit in the lease. Therefore, the Company utilized its outstanding borrowings as a benchmark to determine the incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for each lease. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees. This amendment applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted ASU 2018-07 on January 1, 2019. The impact was immaterial to the financial statements. In June 2018, the FASB issued ASU No. 2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made (“ASU 2018-08”). ASU 2018-08 clarifies how an entity determines whether a resource provider is participating in an exchange transaction by evaluating whether the resource provider is receiving commensurate value in return for the resources transferred. The guidance is effective for annual periods beginning after June 15, 2018, including interim periods within those annual periods, and has been adopted on a modified prospective basis. The modified prospective adoption is applied to agreements that are not completed as of the effective date, or entered into after the effective date. Under the modified prospective adoption approach, prior period results have not been restated and no cumulative-effect adjustment has been recorded. The Company does not expect this standard to have a material impact on its financial statements. Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements. The Company does not expect this standard to have a material impact on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendment is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact this will have on the financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (“ASU 2018-18”), which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 15, 2019. The Company is currently assessing the impact this will have on the financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
GOING CONCERN UNCERTAINTY | NOTE – 3 GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered from net loss of $362,244 during the eight months ended December 31, 2019. Also, at December 31, 2019, the Company has incurred an accumulated deficit of $344,788 and working capital deficit of $427,643. The continuation of the Company as a going concern through December 31, 2019 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements 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. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE – 4 BUSINESS COMBINATION On October 15, 2019, the Company completed the Acquisition of Guangzhou Monte Fino Yacht Company Limited and Subsidiaries (collectively “MF Group”) (the “Acquisition”) for its 100% equity interest. The total consideration of the acquisition is approximately $85,000 in cash. The purchase price allocation resulted in $299,242 of goodwill, as below: Acquired assets: US$ Cash and cash equivalents $ 6,132 Deposits and prepayments 34,207 Other receivables 29,890 Plant and equipment 268,777 339,006 Less: Assumed liabilities Accounts payable (12,152 ) Accrued liabilities and other payables (66,389 ) Amount due to a director (459,084 ) Lease liability (15,623 ) (553,248 ) Fair value of net assets acquired (214,242 ) Goodwill recorded 299,242 Cash consideration allocated $ 85,000 The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations” The goodwill is fully impaired during the period ended December 31, 2019. This acquisition transaction is considered as related party transaction, which the director of the Company controlled both companies. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE – 5 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: December 31, April 30, 2019 2019 2018 At cost: Service yacht $ 354,568 $ — $ — Motor vehicle 18,164 — — Buggy and computer equipment — — 6,150 Less: accumulated depreciation (107,192 ) — (1,446 ) $ 265,540 $ — $ 4,704 Depreciation expense for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 were $9,672, $1,026 and $1,446, respectively. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
AMOUNTS DUE TO RELATED PARTIES | NOTE – 6 AMOUNTS DUE TO RELATED PARTIES The amounts represented temporary advances to the Company by the shareholders and director of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interest from related parties’ loan is not significant. |
LEASE LIABILITY
LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
LEASE LIABILITY | NOTE – 7 LEASE LIABILITY The Company purchased a service vehicle under a finance lease arrangement with the effective interest rate of 2.25% per annum, due through August 30, 2022, with principal and interest payable monthly. The lease liability is as follows: Right of use assets and Lease liability – right of use are as follows: December 31, April 30, 2019 2019 2018 Right of use assets $ 17,256 $ — $ — The lease liability – right of use is as follows: December 31, April 30, 2019 2019 2018 Current portion $ 5,022 $ — $ — Non-current portion 9,758 — — Total $ 14,780 $ — $ — As of December 31, 2019, the maturities of the lease liability – right of use which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31: 2020 $ 6,589 2021 6,589 2022 5,785 Total: $ 18,963 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE – 8 INCOME 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. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the period and years presented. The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (160,566 ) $ 33,054 $ (18,910 ) Statutory income tax rate 21 % 21 % 21 % Income tax expense at statutory rate (33,719 ) 6,941 (3,971 ) Tax effect of non-deductible items 62,841 — (411 ) Tax effect of allowance — — 4,382 Income tax expense $ 29,122 $ 6,941 $ — Taiwan The Company’s Taiwan branch operating in Taiwan is subject to the Taiwan Profits Tax at the income tax rates ranging from 20% on the assessable income arising in Taiwan during its tax year. The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (36,825 ) $ — $ — Statutory income tax rate 20 % 20 % 20 % Income tax expense at statutory rate (7,365 ) — — Tax effect of non-deductible items — — — Net operating loss 7,365 — — Income tax expense $ — $ — $ — Hong Kong The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (39,123 ) $ — $ — Statutory income tax rate 16.5 % 16.5 % 16.5 % Income tax expense at statutory rate (6,455 ) — — Tax effect of non-taxable income (53 ) — — Tax effect of non-deductible items 189 — — Net operating loss 6,319 — — Income tax expense $ — $ — $ — The People’s Republic of China The Company’s subsidiary operating in The People’s Republic of China (“PRC) is subject to the PRC Profits Tax at the income tax rates 25% on the assessable income arising in PRC during its tax year. The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (96,608 ) $ — $ — Statutory income tax rate 25 % 25 % 25 % Income tax expense at statutory rate (24,152 ) — — Net operating loss 24,152 — — Income tax expense $ — $ — $ — The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2019 and 2018: December 31, April 30, 2019 2019 Deferred tax assets: Net operating loss carryforwards Taiwan $ 7,365 $ — Hong Kong 6,319 — PRC 24,152 — Less: valuation allowance (37,836 ) — Deferred tax assets, net $ — $ — As of December 31, 2019, the operations in incurred $37,836 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards. The Company has provided for a full valuation allowance against the deferred tax assets of $37,836 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' (DEFICIT) EQUITY | NOTE – 9 STOCKHOLDERS’ (DEFICIT) EQUITY Authorized Shares The Company’s authorized shares are 5,000,000 preferred shares and 70,000,000 common shares with a par value of $0.001 per share. Preferred Shares For the year ended April 30, 2019, the Company issued 832,000 shares of its preferred stock at $0.001 for total proceeds of $832. As of December 31, 2019, April 30, 2019 and 2018, the Company had a total of 832,000, 832,000 and 0 shares of its preferred stock issued and outstanding, respectively. Common Shares For the year ended April 30, 2018, the Company issued 3,360,000 (post-forward split) shares of its common stock at $0.03 per share for total proceeds of $25,200. For the year ended April 30, 2019, the Company issued 96,024,000 (post-forward split) shares of its common stock at $0.001 per share for total proceeds of $24,006. For the period ended December 31, 2019, the Company cancelled 85,020,800 (post-forward split) shares of its common stock. On November 2, 2019, the Company approved an amendment to its Certificate of Incorporation (the “Charter”) to file with the Secretary of State of the State of Nevada a Certificate of Amendment to the Charter (the “Charter Amendment”). Pursuant to the Charter Amendment, the Company’s Charter was amended, effective as of November 19, 2019, to effectuate a Four for One (4:1) forward split of the Company’s shares of common stock. On January 15, 2020, the Company approved an amendment to the Company’s Certificate of Incorporation (the “Charter”) to file with the Secretary of State of the State of Nevada a Certificate of Amendment to the Charter (the “Charter Amendment”). Pursuant to the Charter Amendment, the Company’s Charter was amended, effective as of January 20, 2020, to effectuate a Four for One (4:1) forward split of the Company’s shares of common stock. This amendment supersedes the amendment filed on November 2, 2019 regarding the same Four for One (4:1) forward split. The number of authorized shares and par value remain unchanged. All share and per share information in this consolidated financial statements and footnotes have been retroactively adjusted for the period and years presented, unless otherwise indicated, to give effect to the forward stock split. As of December 31, 2019, April 30, 2019 and 2018, the Company had a total of 32,363,200, 117,384,000 and 21,360,000 shares of its common stock issued and outstanding, respectively. |
PENSION COSTS
PENSION COSTS | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
PENSION COSTS | NOTE - 10 PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in PRC, Taiwan and Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the period ended December 31, 2019 and the year ended April 30, 2019, $4,449 and $0 contributions were made accordingly. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE – 11 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. In October 15, 2019, the Company paid $85,000 to Kung Yun-Kuang, its director to acquire subsidiary - Guangzhou Monte Fino Yacht Company Limited. The Company paid $37,500 consulting fee to Honetech Inc., its controlling shareholder during the period ended December 31, 2019. The Company paid $60,000 consulting fee to Continental Development Corporation, its related party during the period ended December 31, 2019. Also, the Company received $424,000 consultancy service income from one of its shareholders during the period ended December 31, 2019. The Company is actively working together with Eco Gas Tech Co. Ltd. in an attempt to develop an energy-efficient engine to be used in yachts. Eco Gas is owned by the President of VIVIC Corp. Those two companies work closely together and are closely related. 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 and years presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE – 12 COMMITMENTS AND CONTINGENCIES As of December 31, 2019, the Company has no material commitments and contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE – 13 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events The Company announced Four for One (4:1) forward split of the Company’s shares of common stock, effective on January 20, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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”). |
Use of Estimates | Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the period and years reported. Actual results may differ from these estimates. |
Basis of Consolidation | Basis 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 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. |
Property, plant and equipment | 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 the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service yacht 10 years Motor vehicle 5 years Expenditure for repairs and maintenance is expensed as incurred. When assets have 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. |
Revenue Recognition | Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the sale and rendering of yacht services and recognizes in full upon completion of delivery to the receiver’s location or services to the customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. |
Comprehensive income | Comprehensive income Accounting Standards Codification (“ASC”) ASC Topic 220, “Comprehensive Income” |
Income Taxes | 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. For the period ended December 31, 2019 and the years ended April 30, 2019 and 2018, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2019, April 30, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. |
Foreign currencies translation | Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in PRC and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”) and Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018: December 31, April 30, 2019 2019 2018 Period-end RMB:US$ exchange rate 6.9668 6.9668 6.8764 Period average RMB:US$ exchange rate 6.9668 6.9668 6.6146 Period-end HK$:US$ exchange rate 7.7872 7.7872 7.8312 Period average HK$:US$ exchange rate 7.8346 7.8346 7.8370 |
Leases | Leases The Company adopted Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. |
Net income (loss) per share | Net income per share The Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” |
Retirement plan costs | · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. |
Segment reporting | · Segment reporting ASC Topic 280, “ Segment Reporting |
Related parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentrations and credit risk | Concentrations and credit risk 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 Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding finance lease): cash and cash equivalents, accounts receivable, amount due to a related party, 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 short-term bank borrowings and 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. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Accounting Standards Adopted In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) in order to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 requires a lessee to recognize a lease liability for future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term on the balance sheet for most lease arrangements. The new standard also changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize right-of-use assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance in ASC 840. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which provides a new transition option in which an entity initially applies ASU 2016-02 at the adoption date and recognizes a cumulative-effect adjustment in the period of adoption. Prior period comparative balances will not be adjusted. The Company used the new transition option and was also utilizing the package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. We also used the short-term lease exception for leases with a term of 12 months or less. Additionally, the Company used the practical expedient that allowed each separate lease component of a contract and the associated non-lease components to be treated as a single lease component. The exercise of lease renewal options is at our discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise. The Company will evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. As of the January 1, 2019, effective date the Company identified one finance lease arrangement in which it is a lessee. In calculating the present value of the lease payments, the Company applied an individual discount rate for each of its leases, and determined the appropriate discount rate based on the remaining lease terms at the date of adoption. As the lessee to several lease agreements, the Company did not have insight into the relevant information that would be required to arrive at the rate implicit in the lease. Therefore, the Company utilized its outstanding borrowings as a benchmark to determine the incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for each lease. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees. This amendment applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted ASU 2018-07 on January 1, 2019. The impact was immaterial to the financial statements. In June 2018, the FASB issued ASU No. 2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made (“ASU 2018-08”). ASU 2018-08 clarifies how an entity determines whether a resource provider is participating in an exchange transaction by evaluating whether the resource provider is receiving commensurate value in return for the resources transferred. The guidance is effective for annual periods beginning after June 15, 2018, including interim periods within those annual periods, and has been adopted on a modified prospective basis. The modified prospective adoption is applied to agreements that are not completed as of the effective date, or entered into after the effective date. Under the modified prospective adoption approach, prior period results have not been restated and no cumulative-effect adjustment has been recorded. The Company does not expect this standard to have a material impact on its financial statements. Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements. The Company does not expect this standard to have a material impact on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendment is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact this will have on the financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (“ASU 2018-18”), which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 15, 2019. The Company is currently assessing the impact this will have on the financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Useful life of Assets | Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service yacht 10 years Motor vehicle 5 years |
Schedule of Foreign Currency Translations | Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018: December 31, April 30, 2019 2019 2018 Period-end RMB:US$ exchange rate 6.9668 6.9668 6.8764 Period average RMB:US$ exchange rate 6.9668 6.9668 6.6146 Period-end HK$:US$ exchange rate 7.7872 7.7872 7.8312 Period average HK$:US$ exchange rate 7.8346 7.8346 7.8370 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Combination Assets and Liabilities | The purchase price allocation resulted in $299,242 of goodwill, as below: Acquired assets: US$ Cash and cash equivalents $ 6,132 Deposits and prepayments 34,207 Other receivables 29,890 Plant and equipment 268,777 339,006 Less: Assumed liabilities Accounts payable (12,152 ) Accrued liabilities and other payables (66,389 ) Amount due to a director (459,084 ) Lease liability (15,623 ) (553,248 ) Fair value of net assets acquired (214,242 ) Goodwill recorded 299,242 Cash consideration allocated $ 85,000 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment consisted of the following: December 31, April 30, 2019 2019 2018 At cost: Service yacht $ 354,568 $ — $ — Motor vehicle 18,164 — — Buggy and computer equipment — — 6,150 Less: accumulated depreciation (107,192 ) — (1,446 ) $ 265,540 $ — $ 4,704 |
LEASE LIABILITY (Tables)
LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Lease Liability | Right of use assets and Lease liability – right of use are as follows: December 31, April 30, 2019 2019 2018 Right of use assets $ 17,256 $ — $ — The lease liability – right of use is as follows: December 31, April 30, 2019 2019 2018 Current portion $ 5,022 $ — $ — Non-current portion 9,758 — — Total $ 14,780 $ — $ — |
Schedule of Maturities of Lease Liability | As of December 31, 2019, the maturities of the lease liability – right of use which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31: 2020 $ 6,589 2021 6,589 2022 5,785 Total: $ 18,963 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Rate of Income Tax | United States of America The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (160,566 ) $ 33,054 $ (18,910 ) Statutory income tax rate 21 % 21 % 21 % Income tax expense at statutory rate (33,719 ) 6,941 (3,971 ) Tax effect of non-deductible items 62,841 — (411 ) Tax effect of allowance — — 4,382 Income tax expense $ 29,122 $ 6,941 $ — Taiwan The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (36,825 ) $ — $ — Statutory income tax rate 20 % 20 % 20 % Income tax expense at statutory rate (7,365 ) — — Tax effect of non-deductible items — — — Net operating loss 7,365 — — Income tax expense $ — $ — $ — Hong Kong The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (39,123 ) $ — $ — Statutory income tax rate 16.5 % 16.5 % 16.5 % Income tax expense at statutory rate (6,455 ) — — Tax effect of non-taxable income (53 ) — — Tax effect of non-deductible items 189 — — Net operating loss 6,319 — — Income tax expense $ — $ — $ — The People’s Republic of China The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the period ended December 31, 2019 and the years ended April 30, 2019 and 2018 are as follows: 8 months ended December 31, Years ended April 30, 2019 2019 2018 Loss before income taxes $ (96,608 ) $ — $ — Statutory income tax rate 25 % 25 % 25 % Income tax expense at statutory rate (24,152 ) — — Net operating loss 24,152 — — Income tax expense $ — $ — $ — |
Schedule of Deferred Income Taxes Assets and Liabilities | The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2019 and 2018: December 31, April 30, 2019 2019 Deferred tax assets: Net operating loss carryforwards Taiwan $ 7,365 $ — Hong Kong 6,319 — PRC 24,152 — Less: valuation allowance (37,836 ) — Deferred tax assets, net $ — $ — |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Service Yacht | |
Useful Life of Assets | 10 years |
Motor Vehicle | |
Useful Life of Assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Period-End RMB:US Exchange Rate [Member] | |||
Exchange Rate | 6.9668 | 6.9668 | 6.8764 |
Period-Average RMB:US Exchange Rate [Member] | |||
Exchange Rate | 6.9668 | 6.9668 | 6.6146 |
Period-End HK:US Exchange Rate [Member] | |||
Exchange Rate | 7.7872 | 7.7872 | 7.8312 |
Period-Average HK:US Exchange Rate [Member] | |||
Exchange Rate | 7.8346 | 7.8346 | 7.8370 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Going Concern Uncertainties | |||
Net Loss | $ 362,244 | $ (26,113) | $ 18,910 |
Accumulated Deficit | 344,788 | $ (5,245) | $ 20,868 |
Working Capital Deficit | $ 427,643 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - Guangzhou Monte Fino Yacht Company Limited and Subsidiaries | Oct. 15, 2019USD ($) |
Acquired assets: | |
Cash and cash equivalents | $ 6,132 |
Deposits and prepayments | 34,207 |
Other receivables | 29,890 |
Plant and equipment | 268,777 |
Total Assets Acquired | 339,006 |
Less: Assumed liabilities | |
Accounts payable | (12,152) |
Accrued liabilities and other payables | (66,389) |
Amount due to a director | (459,084) |
Lease liability | (15,623) |
Total Liabilities Assumed | (553,248) |
Fair value of net assets acquired | (214,242) |
Goodwill recorded | 299,242 |
Cash consideration allocated | $ 85,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Less: Accumulated Depreciation | $ (107,192) | $ (1,446) | |
Property Plant and Equipment, Net | 265,540 | 4,704 | |
Service Yacht | |||
Property Plant and Equipment, Gross | 354,568 | ||
Motor Vehicle | |||
Property Plant and Equipment, Gross | 18,164 | ||
Buggy and Computer Equipment | |||
Property Plant and Equipment, Gross | $ 6,150 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation Expense | $ 9,672 | $ 1,026 | $ 1,446 |
LEASE LIABILITY (Details)
LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Debt Disclosure [Abstract] | |||
Right of use assets | $ 17,256 | ||
Current portion | 5,022 | ||
Non-current portion | 9,758 | ||
Total | $ 18,963 |
LEASE LIABILITY (Details 2)
LEASE LIABILITY (Details 2) - USD ($) | Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 |
Debt Disclosure [Abstract] | |||
2020 | $ 6,589 | ||
2021 | 6,589 | ||
2022 | 5,785 | ||
Total | $ 18,963 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income before income taxes | $ (333,122) | $ 33,054 | $ (18,910) |
Income tax expense | 29,122 | 6,941 | |
United States of America | |||
Income before income taxes | $ (160,566) | $ 33,054 | $ (18,910) |
Statutory income tax rate | 21.00% | 21.00% | 21.00% |
Income tax expense at statutory rate | $ (33,719) | $ 6,941 | $ (3,971) |
Tax effect of non-deductible items | 62,841 | (411) | |
Tax effect of allowance | 4,382 | ||
Income tax expense | 29,122 | $ 6,941 | |
Taiwan | |||
Income before income taxes | $ (36,825) | ||
Statutory income tax rate | 20.00% | 20.00% | 20.00% |
Income tax expense at statutory rate | $ (7,365) | ||
Net operating loss | 7,365 | ||
Income tax expense | |||
Hong Kong | |||
Income before income taxes | $ (39,123) | ||
Statutory income tax rate | 16.50% | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (6,455) | ||
Tax effect of non-taxable income | (53) | ||
Tax effect of non-deductible items | 189 | ||
Net operating loss | 6,319 | ||
Income tax expense | |||
The People's Republic of China | |||
Income before income taxes | $ (96,608) | ||
Statutory income tax rate | 25.00% | 25.00% | 25.00% |
Income tax expense at statutory rate | $ (24,152) | ||
Net operating loss | 24,152 | ||
Income tax expense |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | Dec. 31, 2019USD ($) |
Deferred tax assets: | |
Less: valuation allowance | $ (37,836) |
Deferred tax assets, net | |
Taiwan | |
Deferred tax assets: | |
Net operating loss carryforwards | 7,365 |
Hong Kong | |
Deferred tax assets: | |
Net operating loss carryforwards | 6,319 |
The People's Republic of China | |
Deferred tax assets: | |
Net operating loss carryforwards | $ 24,152 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Dec. 31, 2019 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 832,000 | 0 | 832,000 |
Preferred Stock, Shares Outstanding | 832,000 | 0 | 832,000 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | 70,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Outstanding | 117,384,000 | 21,360,000 | 32,363,200 |
Common Stock, Shares Issued | 117,384,000 | 21,360,000 | 32,363,200 |
Shares Issued | $ 24,838 | $ 25,200 | |
Preferred Stock | |||
Shares Issued | $ 832 | ||
Shares Issued, Shares | 832,000 | ||
Common Stock | |||
Shares Issued | $ 96,024 | $ 3,360 | |
Shares Issued, Shares | 96,024,000 | 3,360,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Honetech Inc. [Member] | |
Consulting Fees Paid | $ 28,500 |
Shareholder [Member] | |
Consultancy Service Income | $ 424,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 20, 2020 |
Subsequent Event [Member] | |
Reverse Stock Split | The Company announced Four for One (4:1) forward split of the Company’s shares of common stock, effective on January 20, 2020. |