Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | May 16, 2022 | Jun. 30, 2021 | |
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | The sole purpose of this Amendment No.1 to the Form 10-K Annual Report of Vivic Corp for the year ended December 31, 2021 is to submit the Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K, which were not included in the Form 10-K Annual Report filed on May 16, 2022 due to a technical error. All other contents of the Form 10-K Annual Report remain unchanged. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | 187 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 | $ 26,500,000 | ||
Entity Common Stock, Shares Outstanding | 25,546,810 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Auditor Name | YCM CPA, Inc. | ||
Auditor Firm Id | 6781 | ||
Auditor Location | Irvine, California |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 80,306 | $ 504,179 |
Accounts receivable | 928 | |
Deposits and prepayments | 105,011 | 77,213 |
Inventory | 163,975 | |
Other receivables | 189,468 | 54,018 |
Total current assets | 539,688 | 635,410 |
Non-current assets: | ||
Long-term investment | 61,191 | |
Property, plant and equipment, net | 92,357 | 246,275 |
Construction in process | 185,667 | |
Operating lease right-of-use assets | 534,231 | |
Other noncurrent assets | 38,950 | |
Total Assets | 1,452,084 | 881,685 |
Current Liabilities | ||
Accounts payable | 19,265 | 12,473 |
Accrued liabilities and other payables | 203,847 | 70,377 |
Due to related parties | 469,748 | 523,465 |
Deferred revenue | 204,442 | |
Operating lease liabilities-current | 141,725 | 5,924 |
Income tax payable | 29,675 | |
Total Current liabilities | 1,039,027 | 641,914 |
Non-current liabilities: | ||
Operating lease liabilities-noncurrent | 422,948 | 4,261 |
Promissory note | 87,500 | 87,500 |
Total Non-current liabilities | 510,448 | 91,761 |
Total Liabilities | 1,549,475 | 733,675 |
Commitments and contingencies | ||
Stockholder's Equity | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of December 31, 2021 and 2020 | 832 | 832 |
Common stock, $0.001 par value; 70,000,000 shares authorized; 25,556,810 and 24,470,166 shares issued and outstanding as of December 31, 2021 and 2020, respectively. | 25,557 | 24,470 |
Additional Paid-In Capital | 3,821,709 | 1,341,155 |
Accumulated other comprehensive loss | 10,347 | (2,240) |
Accumulated deficits | (3,865,450) | (1,300,505) |
Total Vivic Corp. shareholders' (deficit) equity | (7,005) | 63,712 |
Non-controlling interest | (90,386) | 84,298 |
Total Stockholders' (deficit) Equity | (97,391) | 148,010 |
Total Liabilities and stockholder's equity | $ 1,452,084 | $ 881,685 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 832,000 | 832,000 |
Preferred Stock, Shares Outstanding | 832,000 | 832,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Shares Issued | 25,556,810 | 24,470,166 |
Common Stock, Shares Outstanding | 25,556,810 | 24,470,166 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues, net | $ 244,191 | $ 243,508 |
Cost of revenue | (366,852) | (3,913) |
Gross profit | (122,661) | 239,595 |
Operating expenses | ||
General and administrative expenses | (1,263,691) | (1,261,761) |
Total operating expenses | (1,263,691) | (1,261,761) |
Loss from operations | (1,386,352) | (1,022,166) |
Other income (expense): | ||
Impairment loss | (87,414) | |
Interest income | 280 | 98 |
Interest expense | (24,409) | (1,365) |
Other (expense) income | 176,189 | 35,909 |
Loss on loan settlement | (1,340,664) | |
Total other income (expense) | 1,276,018 | (34,642) |
Income (loss) before income taxes | (2,662,370) | (987,524) |
Income tax expense | (459) | |
NET INCOME (LOSS) | (2,662,829) | (987,524) |
Net loss attributable to non-controlling interest | (97,884) | (31,807) |
Net (loss) income attributable to Vivic Corp. | (2,564,945) | (955,717) |
Other comprehensive loss: | ||
Foreign currency translation loss | 12,587 | (921) |
COMPREHENSIVE (LOSS) INCOME | $ (2,552,358) | $ (956,638) |
Net income (loss) per share - Basic | $ (0.1) | $ (0.06) |
Net income (loss) per share - Diluted | $ (0.1) | $ (0.06) |
Weighted average common shares outstanding - Basic | 25,240,065 | 15,989,299 |
Weighted average common shares outstanding - Diluted | 25,240,065 | 15,989,299 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2019 | $ 832 | $ 32,363 | $ 24,946 | $ (1,319) | $ (344,788) | $ 116,105 | $ (171,861) |
Beginning Balance, Shares at Dec. 31, 2019 | 832,000 | 32,363,200 | |||||
Cancellation of shares | $ (20,976) | (20,976) | |||||
Cancellation of shares, shares | (20,976,196) | ||||||
Proceeds from issuance of common stock | $ 13,083 | 1,295,233 | 1,308,316 | ||||
Proceeds from issuance of common stock, shares | 13,083,162 | ||||||
Foreign currency translation adjustment | (921) | (921) | |||||
Net Income (loss) | (955,717) | (31,807) | (987,524) | ||||
Ending Balance at Dec. 31, 2020 | $ 832 | $ 24,470 | 1,341,155 | (2,240) | (1,300,505) | 84,298 | 148,010 |
Ending Balance, Shares at Dec. 31, 2020 | 832,000 | 24,470,166 | |||||
Shares issued for loan repayment | $ 1,087 | 2,421,531 | 2,422,618 | ||||
Shares issued for loan repayment, shares | 1,086,644 | ||||||
Acquisition of a subsidiary | 59,023 | (76,800) | (17,777) | ||||
Foreign currency translation adjustment | 12,587 | 12,587 | |||||
Net Income (loss) | (2,564,945) | (97,884) | (2,662,829) | ||||
Ending Balance at Dec. 31, 2021 | $ 832 | $ 25,557 | $ 3,821,709 | $ 10,347 | $ (3,865,450) | $ (90,386) | $ (97,391) |
Ending Balance, Shares at Dec. 31, 2021 | 832,000 | 25,556,810 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities | ||
Net loss | $ (2,662,829) | $ (987,524) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation of property, plant and equipment | 43,309 | 37,890 |
Amortization of right-of-use assets | 69,575 | |
Investment loss | 60,605 | |
Impairment of goodwill | 87,414 | |
Loss on loan settlement | 1,340,664 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (928) | |
Deposits and prepayments | (27,798) | (77,213) |
Inventory | (163,975) | |
Other receivable | 56,195 | (30,362) |
Other non-current assets | (108,526) | |
Deferred revenue | 204,442 | (36,841) |
Accounts payable | 6,792 | 25 |
Accrued liabilities and other payable | 237,700 | (235,871) |
Lease liability | (80,182) | (7,032) |
Income tax payable | (29,675) | (6,388) |
Net cash used in operating activities | (967,216) | (1,343,316) |
Cash flows from investing activities: | ||
Investment in a subsidiary | (120,931) | |
Purchase of property, plant and equipment | (229,366) | (2,921) |
Net cash used in investing activities | (350,297) | (2,921) |
Cash flows from Financing Activities | ||
Repayment to related parties | (161,053) | (93,715) |
Proceeds from loans | 1,081,954 | |
Proceeds from issuance of common and preferred stocks | 1,308,316 | |
Proceeds from promissory note | 87,500 | |
Net cash provided in financing activities | 920,901 | 1,302,101 |
Effect on exchange rate change on cash and cash equivalents | (27,261) | (14,188) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (423,873) | (58,324) |
BEGINNING OF PERIOD/YEAR | 504,179 | 562,503 |
END OF PERIOD/YEAR | 80,306 | 504,179 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest | 825 | 1,365 |
Income Taxes | 459 | 31,031 |
Supplemental Disclosure of Non Cash Flows Information: | ||
Conversion of debt to common stock to be issued | $ 2,422,619 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE - 1 ORGANIZATION AND BUSINESS BACKGROUND VIVIC CORP. (the "Company" or “VIVC”) is a corporation established under the corporation laws in the State of Nevada on February 16, 2017. Starting December 27, 2018, associated with the change of management, we expanded our business operations to include new types of marine tourism. In addition, the Company started making efforts to enter into the businesses of constructing marinas and constructing yachts in the mainland China under the brand of Monte Fino. Monte Fino is a famous yacht brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world. It has also developed and operates “Joy Wave”( ) an online yacht rental and leisure service business in Guangzhou, China. In the mainland China and Taiwan, primarily through the Internet, we provide third-party yacht and marine tourism services. This marine tourism involves high quality coastal tourism attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou. In the field of marine tourism, the number of yachts that can be rented has been increased through a yacht-sharing program system, which can provide services for more customers. The Company also started to develop energy-saving yacht engines. Because it has advanced technology, it can achieve up to 50% energy efficiency. This energy-saving and innovative technology may be applied to new energy-saving engines for yachts. This innovative technology may bring favorable changes to the yachting industry and promote a low-carbon tourism for global environmental protection. On January 3, 2021, the Company entered into a Joint Venture and Cooperation Agreement to invest in Shenzhen Ocean Way Yachts Services Co., Ltd and its subsidiaries. During the year ended December 31, 2021, the Company has invested a total amount of $122,665 (RMB 780,000). On March 22, 2022, the Company sold its shares of Ocean Way and its subsidiaries to a third-party. On May 11, 2021, the Company’s subsidiary namely Guangzhou Khashing Yacht Company Limited ceased its operation and de-registered. On June 23, 2021, the Company’s subsidiary namely Vivic Corporation (Fujian) Co., Limited ceased its operation and de-registered. On June 24, 2021, the Company’s subsidiary namely Khashing Yachts Industry Development (Hainan) Co. Ltd ceased its operation and de-registered. On September 23, 2021, the Company acquired the additional 25% of Vivic Corporation (Hong Kong) Co., Limited. As a result, Vivic Corporation (Hong Kong) Co., Limited becomes a wholly-owned subsidiary. 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$2,159,440 100% Khashing Yachts Industry (Guangdong) Limited (formerly 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: RMB4,236,132 100% Guangzhou Hysoul Yacht Company Limited The People’s Republic of China Provision of yacht service Registered: RMB10,000,000 Paid up: RMB795,000 (2020: RMB550,000) 100% Zhejiang Jiaxu Yacht Company Limited The People’s Republic of China Provision of yacht service Registered: RMB30,000,000 Paid up: RMB1,030,000 70% 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, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE - 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. · Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). l 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 periods reported. Actual results may differ from these estimates. l 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. l 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. l Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which 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 credit-worthiness and their 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. At the end of fiscal year, the Company specifically evaluates 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 the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all 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 December 31, 2021 and 2020, there was no allowance for doubtful accounts. l 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 Office equipment 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. l Intangible assets, net Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years. 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. l 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 the processing, distribution, and sale of its products. l Comprehensive income ASC Topic 220, “ Comprehensive Income l 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. l 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 statements 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 as of and for the years ended December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Period/year-end RMB:US$ exchange rate 6.3588 6.5276 Period/annual average RMB:US$ exchange rate 6.4499 6.9001 Period/year-end HK$:US$ exchange rate 7.7971 7.7525 Period/annual average HK$:US$ exchange rate 7.7723 7.7557 Period/year-end TWD:US$ exchange rate 27.6879 28.0772 Period/annual average TWD:US$ exchange rate 27.9194 29.4418 l 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. l 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 shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. l Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share l 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. l 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. l 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. l Recent accounting pronouncements I n June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016- 13”). ASU 2016- 13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The Company has adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “ Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued ASU 2020-01, “ Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 12 Months Ended |
Dec. 31, 2021 | |
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 $2,662,829 during the year ended December 31, 2021. Also, as of December 31, 2021, the Company has incurred the accumulated deficits of $3,865,450 and working capital deficit of $499,339. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. The continuation of the Company as a going concern through December 31, 2022 is dependent upon the continued financial support from its shareholders. 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, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE - 4 BUSINESS COMBINATION On September 23, 2021, the Company completed the acquisition of 25% equity interest of Vivic Corporation (Hong Kong) Co., Limited (the “Acquisition”). The total consideration of the acquisition was $107,336. The purchase price allocation resulted in $89,559 of goodwill, as below: Acquired assets: US$ Cash and cash equivalents $ 3,965 Prepayments 5,464 Amount due from holding company 5,436 Amount due from fellow subsidiary 22,394 37,259 Less: Assumed liabilities Accruals (48) Amount due to related party (19,434) (19,482) Fair value of net assets acquired 17,777 Goodwill recorded 89,559 Cash consideration allocated $ 107,336 The Acquisition was accounted for as a business combination in accordance with ASC 805 “ Business Combinations The goodwill was fully impaired during the year ended December 31, 2021, based on the management’s estimate. |
LONG-TERM INVESTMENT
LONG-TERM INVESTMENT | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
LONG-TERM INVESTMENT | NOTE - 5 LONG-TERM INVESTMENT On January 3, 2021, the Company signed an investment agreement with Shenzhen Ocean Way Yachts Services Co., Limited (“Ocean Way”) to invest a total of $235,895(RMB1,500,000), which is equivalent to 60% of equity ownership. However, based on the agreements, Shaorong Zhuang, the other shareholder has the right to assign the majority of directors in the board and controls Ocean Way. As a result, Ocean Way is treated as an investment rather than subsidiary. As of December 31, 2021, a total of $122,665(RMB780,000) has been invested in Ocean Way. In the year ended December 31, 2021, an investment loss of $61,474 has been recognized. On March 22 2022, the Company sold Ocean Way for a total proceed of $169,844 (RMB1,080,000) . |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE - 6 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: December 31, 2021 December 31, 2020 At cost: Service yacht $ - $ 378,421 Leasehold improvements 39,316 - Motor vehicle 57,514 19,386 Office equipment 9,048 2,921 105,878 400,728 Less: accumulated depreciation (13,521) (154,453) $ 92,357 $ 246,275 Depreciation expense for the years ended December 31, 2021 and 2020 were $43,309 and $ 37,890 , respectively. |
DEPOSITS AND PREPAYMENTS
DEPOSITS AND PREPAYMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
DEPOSITS AND PREPAYMENTS | NOTE - 7 DEPOSITS AND PREPAYMENTS Deposits and prepayments consisted of the following: December 31, 2021 December 31, 2020 Deposits $ - $ 77,213 Prepayments (a) 105,011 - $ 105,011 $ 77,213 (a) The amount will be recognized as expenses in next twelve months. |
ACCRUED LIABILITIES AND OTHER P
ACCRUED LIABILITIES AND OTHER PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLE | NOTE - 8 ACCRUED LIABILITIES AND OTHER PAYABLE Accrued expenses and other payable consisted of the following: December 31, 2021 December 31, 2020 Accrued expenses $ 47,018 $ 30,343 Other payable (a) 156,829 40,034 $ 203,847 $ 70,377 (a) The amount will be settled in next twelve months. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
AMOUNTS DUE TO RELATED PARTIES | NOTE - 9 AMOUNTS DUE TO RELATED PARTIES As of December 31, 2021, the amounts represented temporary advances to the Company by the shareholders of the Company, which were unsecured, interest-free and had no fixed terms of repayments. |
LEASE LIABILITY
LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LEASE LIABILITY | NOTE - 10 LEASES The Company purchased a service vehicle under a financing lease arrangement of a total amount of $18,146 (RMB117,043) starting from August 1, 2019, with the effective interest rate of 2.25% per annum, due through May 1, 2022, with principal and interest payable monthly. The Company leases premises for offices and dock for operating under non-cancelable operating leases with initial terms of 5 years and the effective interest rate of 6% per annum. Operating lease payments are expended over the term of lease. The Company leases don’t include options to extend nor any restrictions or covenants. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. The lease liability is as follows: Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 are as follows December 31, 2021 December 31, 2020 Operating leases: Operating lease right-of-use assets $ 534,231 $ - Operating lease liabilities-current $ 141,725 $ 5,924 Operating lease liabilities-noncurrent 422,948 4,261 Total $ 564,673 $ 10,185 The following table summarizes the maturity of lease liabilities under operating leases as of December 31, 2021: For the year ending December 31, Operating Leases 2022 141,725 2023 131,411 2024 134,039 Thereafter 157,498 Total lease payments 564,673 |
PROMISSORY NOTE
PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE | NOTE - 11 PROMISSORY NOTE Promissory note represented the U.S. Small Business Administration, an Agency of the U.S. Government authorized a loan to the Company which bears interest at the rate of 3.75% per annum and will become repayable within 30 years, from the date of drawdown. This loan is secured by all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, (d) chattel paper, (e) receivables, (h) deposit accounts, (i) commercial tort claims and (j) general intangibles. The loan was borrowed on July 1, 2020 and the initial installment repayment date begins Twelve (12) months from the date of the promissory Note and has been extended for 30 months. As a result, the Company has not made any repayment. Total promissory note recorded in balance were $87,500 at December 31, 2021 and 2020,. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE - 12 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 accrued or paid interest or penalties which were not material to its results of operations for the periods presented. For the years ended December 31, 2021 and 2020, the Company paid interest and penalties associated with tax position amounting to $459 and $0, respectively. As of December 31, 2021 and 2020, the Company has accrued penalties on uncertain tax positions amounting to $0 and $25,000, respectively, The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 2020 Loss before income taxes $ (333,680) $ (505,817) Statutory income tax rate 21% 21% Income tax expense at statutory rate (70,073) (106,222) Tax effect of allowance 70,073 106,222 Income tax expense $ - $ - 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 operation in Taiwan incurred an operating loss and there is no provision for income tax for the years ended December 31, 2021 and 2020. Hong Kong The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the tax rates ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. The operation in Hong Kong incurred an operating loss and there is no provision for income tax for the years ended December 31, 2021 and 2020. The People’s Republic of China The Company’s subsidiary operating in The People’s Republic of China (“PRC) is subject to the PRC Income Tax at the unified rate of 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 years ended December 31, 2021 and 2020 are as follows: For the Years Ended December 31, 2021 2020 Loss before income taxes $ (748,128) $ (245,868) Statutory income tax rate 25% 25% Income tax expense at statutory rate (187,032) (61,467) Net operating loss against valuation allowance 187,032 61,467 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, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Deferred tax assets on Net operating loss carryforwards: - United States $ 70,073 $ 106,222 - Taiwan 13,421 28,004 - Hong Kong 7,675 11,691 - PRC 187,032 61,467 - 278,201 207,384 Less: valuation allowance (278,201) (207,384) Deferred tax assets, net $ - $ - As of December 31, 2021, the operations is incurred $2,662,829 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets $278,201 on the expected future tax benefits from the net operating loss carry forwards 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, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' (DEFICIT) EQUITY | NOTE - 13 SHAREHOLDERS’ (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. The following is a summary of the material rights and restrictions associated with the Company’s common stock. This description does not purport to be a complete description of all of the rights of the Company’s stockholders and is subject to, and qualified in its entirety by, the provisions of the current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement. The holders of the Company’s common stock currently have (i) equal ratable rights to dividends from funds legally available if declared by the Board of Director of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. The Company’s Bylaws provide that at all meetings of the stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. A “plurality” means the excess of the votes cast for one candidate over any other. When there are more than two competitors for the same office, the person who receives the greatest number of votes has a plurality. The holders of the Company’s preferred stock currently have (i) the right to convert the Preferred Stock to Common Stock at the conversion rate of Ten (10) shares of Common Stock for each share of Series A Preferred Stock (ii) are entitled to participate in the distribution of assets of the Corporation to the holders of its Common Stock, whether such assets are from capital, surplus or earnings in an amount up to the value of the Series A Preferred Stock at the time of the liquidation. (iii) are entitled to the dividend equal to the aggregate dividends for Ten (10) shares of common stock for one share of Series A Preferred Stock (iv) have voting rights equal to 50 votes per share of Series A Preferred Stock (v) have the right to transfer each share of the Series A Preferred Stock to any third party at any time in such holder's sole and absolute discretion, subject to compliance with applicable securities laws. Preferred Shares As of December 31, 2021 and 2020, the Company had a total of 832,000 shares of its preferred stock issued and outstanding. Common Shares On March 5, 2021, the Company issued 468,888 shares of common stock to settle a debt in the amount of $464,199 (equivalent to RMB3,000,000), at an agreed conversion price of $0.99 per share. On April 23, 2021, the Company issued 462,888 shares of common stock to settle a debt in the amount of $462,888 (equivalent to RMB3,006,111), at an agreed conversion price of $1.0 per share. On August 3, 2021, the Company issued 154,868 shares of common stock to settle a debt in the amount of $154,868 (equivalent to RMB1,000,548), at an agreed conversion price of $1.0 per share. The market price is a fair price to record the value of stocks in the transaction. Due to the significant difference between the market prices and conversion prices, a loss of $1,340,664 on the loan settlement has been recognized. As of December 31, 2021 and 2020, the Company had a total of 25,556,810 and 24,470,166 shares of its common stock issued and outstanding, respectively. |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE OF COMMON STOCK | NOTE - 14 NET LOSS PER SHARE OF COMMON STOCK Basic net (loss) income per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net (loss) income per share. The following table sets forth the computation of basic and diluted net (loss) income per share for the year ended December 31, 2021 and 2020: Year ended December 31, 2021 2020 Net (loss) income for basic and diluted attributable to Vivic Corp. $ (2,562,570) $ (955,717) Weighted average common stock outstanding - Basic and Diluted 25,240,065 15,989,299 Net (loss) income per share of common stock – basic and diluted $ (0.10) $ (0.06) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE - 15 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. The Company received $0 and $193,000 consultancy service income from Everest Capital Corporation, its related party during the years ended December 31, 2021 and 2020, respectively. The Company paid $9,000 and $96,000 consulting fee to Honetech Inc., its controlling shareholder during the years ended December 31, 2021 and 2020, respectively. The Company paid $0 and $60,000 consulting fee to Continental Development Corporation., its related party during the years ended December 31, 2021 and 2020, respectively. The Company paid $180,000 and $410,500 consulting fee to Go Right Holdings Limited., its related party during the years ended December 31, 2021 and 2020, respectively. The Company paid $154,804 and $111,377 salaries to certain shareholders during the year ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had $0 and $114,999 related parties receivable balance included in deposits and prepayments. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE - 16 COMMITMENTS AND CONTINGENCIES As of December 31, 2021 and 2020, the Company has no material commitments and contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE - 17 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 | l 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 periods reported. Actual results may differ from these estimates. |
Basis of Consolidation | l 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 | l 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 | l Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which 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 credit-worthiness and their 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. At the end of fiscal year, the Company specifically evaluates 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 the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all 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 December 31, 2021 and 2020, there was no allowance for doubtful accounts. |
Property, plant and equipment | l 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 Office equipment 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. |
Intangible assets, net | l Intangible assets, net Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years. 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. |
Revenue Recognition | l 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 the processing, distribution, and sale of its products. |
Comprehensive income | l Comprehensive income ASC Topic 220, “ Comprehensive Income |
Income Taxes | l 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 | l 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 statements 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 as of and for the years ended December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Period/year-end RMB:US$ exchange rate 6.3588 6.5276 Period/annual average RMB:US$ exchange rate 6.4499 6.9001 Period/year-end HK$:US$ exchange rate 7.7971 7.7525 Period/annual average HK$:US$ exchange rate 7.7723 7.7557 Period/year-end TWD:US$ exchange rate 27.6879 28.0772 Period/annual average TWD:US$ exchange rate 27.9194 29.4418 |
Leases | l 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 | l 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 shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. |
Net loss per share | l Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share |
Related parties | l 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 | l 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 | l 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. |
Recent accounting pronouncements | l Recent accounting pronouncements I n June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016- 13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016- 13”). ASU 2016- 13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The Company has adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “ Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued ASU 2020-01, “ Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Useful life of Assets | 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 Office equipment 5 years |
Schedule of Foreign Currency Translations | Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates as of and for the years ended December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Period/year-end RMB:US$ exchange rate 6.3588 6.5276 Period/annual average RMB:US$ exchange rate 6.4499 6.9001 Period/year-end HK$:US$ exchange rate 7.7971 7.7525 Period/annual average HK$:US$ exchange rate 7.7723 7.7557 Period/year-end TWD:US$ exchange rate 27.6879 28.0772 Period/annual average TWD:US$ exchange rate 27.9194 29.4418 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Schedule of Assets Acquired and Liabilities Assumed in Business Combination | The purchase price allocation resulted in $89,559 of goodwill, as below: Acquired assets: US$ Cash and cash equivalents $ 3,965 Prepayments 5,464 Amount due from holding company 5,436 Amount due from fellow subsidiary 22,394 37,259 Less: Assumed liabilities Accruals (48) Amount due to related party (19,434) (19,482) Fair value of net assets acquired 17,777 Goodwill recorded 89,559 Cash consideration allocated $ 107,336 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment consisted of the following: December 31, 2021 December 31, 2020 At cost: Service yacht $ - $ 378,421 Leasehold improvements 39,316 - Motor vehicle 57,514 19,386 Office equipment 9,048 2,921 105,878 400,728 Less: accumulated depreciation (13,521) (154,453) $ 92,357 $ 246,275 |
DEPOSITS AND PREPAYMENTS (Table
DEPOSITS AND PREPAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deposits And Prepayments | |
Schedule of Deposits and prepayments | Deposits and prepayments consisted of the following: December 31, 2021 December 31, 2020 Deposits $ - $ 77,213 Prepayments (a) 105,011 - $ 105,011 $ 77,213 (a) The amount will be recognized as expenses in next twelve months. |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities And Other Payable | |
Schedule of Accrued expenses and other payable | Accrued expenses and other payable consisted of the following: December 31, 2021 December 31, 2020 Accrued expenses $ 47,018 $ 30,343 Other payable (a) 156,829 40,034 $ 203,847 $ 70,377 (a) The amount will be settled in next twelve months. |
LEASE LIABILITY (Tables)
LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Lease Liability | Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 are as follows December 31, 2021 December 31, 2020 Operating leases: Operating lease right-of-use assets $ 534,231 $ - Operating lease liabilities-current $ 141,725 $ 5,924 Operating lease liabilities-noncurrent 422,948 4,261 Total $ 564,673 $ 10,185 |
Schedule of Maturities of Lease Liability | The following table summarizes the maturity of lease liabilities under operating leases as of December 31, 2021: For the year ending December 31, Operating Leases 2022 141,725 2023 131,411 2024 134,039 Thereafter 157,498 Total lease payments 564,673 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 2020 Loss before income taxes $ (333,680) $ (505,817) Statutory income tax rate 21% 21% Income tax expense at statutory rate (70,073) (106,222) Tax effect of allowance 70,073 106,222 Income tax expense $ - $ - The People’s Republic of China For the Years Ended December 31, 2021 2020 Loss before income taxes $ (748,128) $ (245,868) Statutory income tax rate 25% 25% Income tax expense at statutory rate (187,032) (61,467) Net operating loss against valuation allowance 187,032 61,467 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, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Deferred tax assets on Net operating loss carryforwards: - United States $ 70,073 $ 106,222 - Taiwan 13,421 28,004 - Hong Kong 7,675 11,691 - PRC 187,032 61,467 - 278,201 207,384 Less: valuation allowance (278,201) (207,384) Deferred tax assets, net $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Service Yacht | |
Useful Life of Assets | 10 years |
Motor Vehicle | |
Useful Life of Assets | 5 years |
Office Equipment | |
Useful Life of Assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Dec. 31, 2021 | Dec. 31, 2020 |
Period-End RMB:US Exchange Rate [Member] | ||
Exchange Rate | 6.3588 | 6.5276 |
Period-Average RMB:US Exchange Rate [Member] | ||
Exchange Rate | 6.4499 | 6.9001 |
Period-End HK:US Exchange Rate [Member] | ||
Exchange Rate | 7.7971 | 7.7525 |
Period-Average HK:US Exchange Rate [Member] | ||
Exchange Rate | 7.7723 | 7.7557 |
Period-End TWD:US Exchange Rate [Member] | ||
Exchange Rate | 27.6879 | 28.0772 |
Period-Average TWD:US Exchange Rate [Member] | ||
Exchange Rate | 27.9194 | 29.4418 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Going Concern Uncertainties | ||
Net Loss | $ 2,662,829 | $ 987,524 |
Accumulated Deficit | 3,865,450 | $ 1,300,505 |
Working Capital Deficit | $ 499,339 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - Vivic Corporation (Hong Kong) Co., Limited | Sep. 23, 2021USD ($) |
Acquired assets: | |
Cash and cash equivalents | $ 3,965 |
Prepayments | 5,464 |
Amount due from holding company | 5,436 |
Amount due from fellow subsidiary | 22,394 |
Assets Acquired | 37,259 |
Assumed liabilities | |
Accounts payable | (48) |
Amount due to related party | (19,434) |
Liabilities Assumed | (19,482) |
Fair value of net assets acquired | 17,777 |
Goodwill recorded | 89,559 |
Cash consideration allocated | $ 107,336 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant and Equipment, Gross | $ 105,878 | $ 400,728 |
Less: Accumulated Depreciation | (13,521) | (154,453) |
Property Plant and Equipment, Net | 92,357 | 246,275 |
Service Yacht | ||
Property Plant and Equipment, Gross | 378,421 | |
Leasehold improvements [Member] | ||
Property Plant and Equipment, Gross | 39,316 | |
Motor Vehicle | ||
Property Plant and Equipment, Gross | 57,514 | 19,386 |
Buggy and Computer Equipment | ||
Property Plant and Equipment, Gross | $ 9,048 | $ 2,921 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 43,309 | $ 37,890 |
DEPOSITS AND PREPAYMENTS (Detai
DEPOSITS AND PREPAYMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Deposits And Prepayments Details Abstract | |||
Deposits | $ 77,213 | ||
Prepayments | [1] | 105,011 | |
Total | $ 105,011 | $ 77,213 | |
[1] | The amount will be recognized as expenses in next twelve months. |
ACCRUED LIABILITIES AND OTHER_3
ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Accrued Liabilities And Other Payable Details Abstract | |||
Accrued expenses | $ 47,018 | $ 30,343 | |
Other payable | [1] | 156,829 | 40,034 |
Accrued liabilities and other payable | $ 203,847 | $ 70,377 | |
[1] | The amount will be settled in next twelve months. |
LEASE LIABILITY (Details)
LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Right of use assets | $ 534,231 | |
Current portion | 141,725 | 5,924 |
Non-current portion | 422,948 | 4,261 |
Total | $ 564,673 | $ 10,185 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income before income taxes | $ (2,662,370) | $ (987,524) |
Net operating loss | 278,201 | 207,384 |
Income tax expense | 459 | |
United States of America | ||
Income before income taxes | $ (333,680) | $ (505,817) |
Statutory income tax rate | 21.00% | 21.00% |
Income tax expense at statutory rate | $ (70,073) | $ (106,222) |
Tax effect of allowance | 70,073 | 106,222 |
Net operating loss | 70,073 | 106,222 |
Income tax expense | $ 459 | |
Taiwan | ||
Statutory income tax rate | 20.00% | 20.00% |
Net operating loss | $ 13,421 | $ 28,004 |
Hong Kong | ||
Statutory income tax rate | 8.25% | 16.50% |
Net operating loss | $ 7,675 | $ 11,691 |
The People's Republic of China | ||
Income before income taxes | $ (748,128) | $ (245,868) |
Statutory income tax rate | 25.00% | 25.00% |
Income tax expense at statutory rate | $ (187,032) | $ (61,467) |
Tax effect of allowance | 187,032 | 61,467 |
Net operating loss | 187,032 | 61,467 |
Income tax expense |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 278,201 | $ 207,384 |
Less: valuation allowance | (278,201) | (207,384) |
Deferred tax assets, net | ||
United States of America | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 70,073 | 106,222 |
Taiwan | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 13,421 | 28,004 |
Hong Kong | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 7,675 | 11,691 |
The People's Republic of China | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $ 187,032 | $ 61,467 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 832,000 | 832,000 |
Preferred Stock, Shares Outstanding | 832,000 | 832,000 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Outstanding | 25,556,810 | 24,470,166 |
Common Stock, Shares Issued | 25,556,810 | 24,470,166 |