UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________

COMMISSION FILE NO. 000-56198

VIVIC CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-1353606
State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification Number)

187 E. Warm Springs Rd., PMB#B450

Las Vegas, NV 89119

Tel: 702-899-0818

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, par value $0.001 per share

(Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

There were 27,410,921 shares of the Company’s common stock outstanding as of ~~October~~September 1822, ~~2024~~2025.

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, ~~2023~~2024 was $732,~~899~~416,~~302~~118.55 based upon a closing price of $03.7855 per share.

TABLE OF CONTENTS

PART I
ITEM 1	DESCRIPTION OF BUSINESS	5	5
ITEM 1A	RISK FACTORS	10	10
ITEM 1B	UNRESOLVED STAFF COMMENTS	21	21
ITEM 1C	CYBERSECURITY	22	22
ITEM 2	PROPERTIES	22	22
ITEM 3	LEGAL PROCEEDINGS	22	22
PART II
ITEM 4	MINE SAFTY DISCLOSURES		22
ITEM 5	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
PART II
ITEM 6	[RESERVED]
ITEM 5	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		23
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 6	[RESERVED]
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		24
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	30
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		30
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	30
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		30
ITEM 9A	CONTROLS AND PROCEDURES	30
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		30
ITEM 9B	OTHER INFORMATION	31
ITEM 9A	CONTROLS AND PROCEDURES		30
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	31
ITEM 9B	OTHER INFORMATION		31
PART III
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		31
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	32
PART III
ITEM 11	EXECUTIVE COMPENSATION	33
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		32
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	33
ITEM 11	EXECUTIVE COMPENSATION		33
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	34
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		34
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		35
PART IV
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES		36
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	35
PART IV
ITEM 16	FORM 10-K SUMMARY
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		37
ITEM 16	FORM 10-K SUMMARY		37

INTRODUCTORY COMMENTS

We are a Nevada holding company with operations conducted primarily through a branch in Taiwan and we own an entity formed in Hong Kong.

References in this report to the “Company,” “VIVC,” “Vivic,” “we,” “us” and “our” refer to Vivic Corp., a Nevada company, and Vivic Corporation (Hong Kong) Limited its wholly-owned subsidiary on a consolidated basis. ~~Where~~ Where reference to a specific entity is required, the name of such specific entity will be referenced.

All dollar amounts refer to US dollars unless otherwise indicated.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-K including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Consequently, all of the forward-looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Beginning with a change in our management resulting from a change in control of our Company which occurred at the end of 2018, we have explored and initiated operations in a number of business areas related to the pleasure boat industry. These included yacht sales, marine tourism, development of electric powered yachts, development and operation of yacht marinas in Asia and the development of a yacht rental and time share service. In 2022, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time have disposed of all of our business operations in mainland China. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. In connection with this decision, the Company commenced the wind-down and deregistration of Vivic Taiwan, which is expected to be completed by the end of 2025. Going forward, our business activities will be conducted primarily through our U.S. entity.

We are the exclusive distributor of Monte Fino yachts in Asia and the Middle East pursuant to our agreement with Kha Shing Enterprise Co. (“Kha Shing”). We also distribute Monte Fino yachts in other territories throughout the world other than those, such as the United States, where Kha Shing has granted another company exclusive distribution rights. Our employees located in Taiwan engage in the design, construction, on an outsourced basis, and distribution of power boats, charter boats and eco-friendly new energy boats. In cooperation with Kha Shing we design and offer various yachts models which differ in their sizes, performances, and functions. Currently, we own our own brand name, “VIVIC.”

AsWe ~~our~~are ~~company~~dedicated ~~grows,~~to wecatering ~~will~~to ~~seek~~the toneeds ~~expand~~of ~~the~~affluent yacht ~~brands~~operators wein ~~offer~~the ~~for~~United ~~sale~~States and Southeast Asia, ~~the~~who ~~territories~~are interested in ~~which~~outdoor yacht werecreational ~~market~~activities. ~~our~~With ~~yachts~~the ~~and~~increase in disposable incomes, ifmore ~~appropriate~~individuals are looking to participate in outdoor water ~~based~~sports, onyacht ~~our~~tourism, ~~capabilities~~recreational activities and ~~what~~social wegatherings ~~can~~on ~~offer,~~the ~~seek~~water tofor ~~become~~business entertainment without the ~~exclusive~~expense ~~distributor~~and demands ~~for~~of yacht ~~manufacturers~~ownership. This growing trend is a major driver in ~~Taiwan~~the high-end shipping industry. We recognize that yacht rental and ownership can be an expensive proposition, which is why we and other industry players are promoting the idea of yacht sharing, luxury ~~territories~~yacht charters and group travel. WeOur ~~will~~standardized ~~also~~and ~~seek~~rapid production, coupled with the operating efficiencies of our yachts, enables cooperative yacht operators to ~~enter~~achieve ~~other~~a ~~areas~~better ~~related~~return on investment through more economical use and maintenance of their yachts. This allows multiple families to ~~the~~enjoy ~~marine~~a ~~industry~~cruise ~~where~~or weyacht ~~believe~~rental weat ~~can~~a betime ~~profitable~~of their choosing.

Our yachts are manufactured by third parties selected by us on the basis of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we negotiate and sign an original equipment manufacturer (“OEM”) contract with a selected local manufacturer. Our technical staff closely monitors the progress of construction. Upon completion, we deliver the boat to the location designated by our customer.

Our Market

~~Taiwan has~~We ~~had~~market aour ~~robust~~yachts ~~yacht~~by ~~manufacturing~~participating in ~~industry~~boat ~~since~~shows, ~~the~~through ~~1950s~~a ~~and~~strong ~~yachts~~channel ~~designed~~of agents and ~~manufactured~~operators in ~~Taiwan~~various ~~are distributed throughout the world~~regions. ~~The~~Advantages ~~Taiwanese yacht building industry underwent a period~~ of ~~decline in~~ the ~~1990s.~~yachts ~~From~~we ~~2000~~design toinclude ~~2011,~~Ease ~~Taiwan’s yacht~~of ~~manufacturers~~land ~~sought~~transportation toreducing ~~expand~~logistics ~~the market by entering into strategic alliances~~costs, ~~focusing~~standardized ondesigns ~~designing and engineering, and improving their infrastructure and manufacturing capabilities. In addition~~ to ~~expanding~~facilitate ~~the~~mass ~~market~~production, ~~this facilitated~~ the ~~development~~use of ~~the~~catamarans ~~mega yacht~~as ~~and~~ the ~~customization~~main ofhull design ~~yachts~~ to ~~offer~~save ~~more~~fuel ~~amenities.~~and ~~There~~provide ~~was also~~ a ~~shift~~large ~~toward~~deck ~~more~~for ~~modern~~activities, ~~lighter~~high-end ~~components~~interior ~~including fiberglass~~decoration ~~hulls~~ and ~~decks.~~cutting-edge ~~Today~~features, ~~yachts~~eliminating ~~typically~~any unnecessary ~~range~~functions ~~from~~and 38decorations ~~feet~~ to ~~150~~optimize ~~feet,~~cost savings and aexpedite ~~large~~the ~~portion~~recycling ofprocess and the ~~market~~ability isto ~~for~~convert ~~luxury~~the ~~yachts~~hull ~~from~~for 60use ~~feet~~on toa 80diesel ~~feet~~engine or a renewable energy craft.

More recently, in response to stricter environmental regulations imposed by the Taiwanese regulators and governments throughout the world and the demand for more eco-friendly yachts, the yachting industry in general, and our management in conjunction with Kha Shing, have sought to develop alternatives to the traditional diesel engine. These have included more fuel efficient, cleaner diesel engines, electric and liquified natural gas yachts. While the market for all-electric boats and yachts may be large, development of these vehicles is an ongoing, highly competitive process, and there remain questions as to what the consumer will demand and accept. Despite the challenges faced in developing electric yachts, in a 2024 study, “Global Electric Boats, Small Submarines and Autonomous Underwater Vehicles (AUV) 2015-2024 – Forecasts, Players, Opportunities,” the international market research company, Research and Markets, projected that the electric water craft market will increase from $2.6 billion in 2013 to $7.3 billion in 2024.

Our current primary goal is to become a leading distributor of charter boats globally and thereafter, expand into other areas of high-end boating by, for example, developing a high performance all-electric yacht. This initially will require that we build upon the reputation of Monte Fino yachts, our relationship with Kha Shing and the extensive experience of our management. As we move into other areas, we will require additional personnel, in particular those with design and engineering backgrounds.

We believe the knowledge and experience of our management and our relationship with Kha Shing provides us with a sound basis upon which to grow our business and then expand into other areas related to pleasure crafts. A key to our growth will be the development of relationships with partners in ~~Southeast Asia while maintaining~~ the ~~strength~~United ~~our~~States ofand ~~company~~Southeast ~~in Taiwan~~Asia.

Sales and Marketing

We are dedicated to catering to the needs of affluent yacht operators in ~~Taiwan~~the United States and Southeast Asia, who are interested in outdoor yacht recreational activities. With the increase in disposable ~~income~~incomes, more individuals are looking to participate in outdoor water sports, yacht tourism, recreational activities, and social gatherings on the water for business entertainment without the expense and demands of yacht ownership. This growing trend is a major driver in the high-end shipping industry. We recognize that yacht rental and ownership can be an expensive proposition, which is why we and other industry players are promoting the idea of yacht sharing, ~~and~~ luxury yacht charters and group travel. Our standardized and rapid production, coupled with ~~their~~the operating efficiencies of our yachts, enables cooperative yacht operators to achieve a better return on investment through more economical use and maintenance of their yachts. This allows multiple families to enjoy a cruise or yacht rental at in a ~~shorter~~ time ~~frame~~of their choosing.

Not all yacht customers desire the same type of yacht or the same features. There is great divergence among the features customers want. Customers in certain markets focus on the size and speed of the craft, while others focus on high-end accessories. The needs of the short-distance day cruiser are much different than those partaking in long overnight cruises or who choose to spend more time on their yachts even when harbored in a marina. Our ability to offer each consumer a yacht designed to his needs and specifications is one of our strengths.

We market our yachts by participating in boat shows, through a strong channel of agents and operators in various regions. Advantages of the yachts we design include Ease of land transportation reducing logistics costs, standardized designs to facilitate mass production, the use of catamarans as the main hull design to save fuel and provide a large deck for activities, high-end interior decoration and cutting-edge features, eliminating any unnecessary functions and decorations to optimize cost savings and expedite the recycling process. and the ability to convert the hull for use on a diesel engine or a renewable energy craft.

Dedicated Customer Support Team

Our marketing effort does not stop when the customer purchases one of our yachts. After sale activities intended to maintain a positive relationship include follow up calls, review requests, and reminders for scheduled maintenance and maintenance items. We have a dedicated staff of full-time employees including trained technicians to assist with any required maintenance or repair issues that may arise.

Product Warranties

We provide limited warranty coverage for defects in materials and workmanship in our yachts. In addition, we endeavor to ensure that the manufacturers of the engines incorporated into our yachts provide all our customers with warranty and service programs. We offer a two-year warranty on the hulls of our yachts.

Financing Arrangements

We do not directly finance the purchase of our yachts. We do, however, have programs where we introduce our customers to lenders, who depending upon the qualifications of the customer, are willing to provide financing.

Manufacturing and Sourcing

We outsource the manufacture of our yachts to qualified producers, including Kha Shing, who are generally well known to our staff. Production of each yacht is entrusted to a facility based upon the manufacturing skills and capabilities of the facility, its economic wherewithal and the ability to meet delivery dates.

We work with each of our manufactures to ensure that they have the parts and accessories necessary and all of our accessories are sourced from select global manufacturers with which we or our manufacturers have ongoing relationships. Our in-house sourcing and logistics personnel reach out to possible vendors and suppliers and review their products and background to ensure that their products will meet our standards and that they can meet our needs on a timely basis. We review market trends with our major suppliers to determine whether there is an opportunity to upgrade or accessorize a product to increase its customer appeal, the sales price and our margins.6

We work with each of our manufactures to ensure that they have the parts and accessories necessary and all of our accessories are sourced from selected global manufacturers with which we or our manufacturers have ongoing relationships. Our in-house sourcing and logistics personnel reach out to possible vendors and suppliers and review their products and background to ensure that their products will meet our standards and that they can meet our needs on a timely basis. We review market trends with our major suppliers to determine whether there is an opportunity to upgrade or accessorize a product to increase its customer appeal, the sales price and our margins.

Orders and Backlog

Since we ~~determined~~decided to focus on ~~the~~yacht ~~sale of yachts~~sales, our ~~book of~~ business volume has ~~grown~~continued to grow. This is ~~evidenced~~evident byin ~~the~~our ~~fact that we~~ first ~~began~~revenue ~~to generate revenues~~ from ~~the~~yacht ~~sale of yachts~~ sales in the second half of calendar year 2023, ~~achieving~~which ~~revenues~~reached of $1160,000.6 ~~million~~In ~~for~~ calendar ~~year~~ ~~2023. We now have in-house a sufficient number of orders to achieve revenues for calendar~~ year 2024, ~~in excess of $10 million if~~ we ~~can deliver in 2024 all of the yachts for which we currently have orders. In addition, our distributor in Mainland China has~~ received orders for ~~three~~10 yachts ~~and is expected to receive orders for approximately 20 yachts during 2024~~, ~~which will generate more~~including ~~than~~orders ~~$1.6~~from ~~million~~our inmainland ~~brand~~agency ~~licensing revenues~~region. ~~Because~~While ~~orders~~this ~~are~~did ~~seasonal~~not ~~and~~increase ~~subject~~the toVivic ~~wide~~brand’s ~~fluctuations~~presence in ~~timing and as to~~ the ~~cost~~ ~~of the yachts ordered~~US, ~~period-to-period~~it ~~comparisons~~did ~~are~~enhance ~~not~~our ~~necessarily being meaningful, nevertheless, we do use bookings as a~~brand’s ~~gauge~~visibility ofin ~~future nets sales~~Asia.

Employees

As of September 3020, ~~2024~~2025, we employed 14 individuals including outside sales personnel. We believe that our relationships with our employees are generally good.

Competition

The market for traditional high-end yachts is highly competitive and changes rapidly. We position yachts as operational assets and seek to assist yacht operators to use yachts in a variety of ways to meet their customers’ individual needs for water travel, entertainment spaces and for business and social interaction. We believe that this is a niche market in which we do not compete directly against most large well capitalized companies with extensive experience and well-known brand names that offer yachts for use by individuals. Generally speaking, middlemen seek to lease idle private yachts for use by others, including businesses and individuals. The needs of the customers who lease idle yachts have become more specific and are no longer satisfied by traditional high-end yachts. As a result, yacht operators require yachts with standardized configurations, greater open space, flexibles accommodations, greater energy efficiencies, lower acquisition costs and professional support. Our yachts are specifically for these operators, designed, produced and delivered, with follow on support to suit their needs, Currently, very few manufacturers target yachts for yacht operators. We believe we are one of the few yacht manufacturers seeking to serve this new and growing market. Nevertheless, there are few barriers to entry and given the enormity of the boating industry, this market will likely attract new competitors. Our success will be contingent upon our ability to offer yachts that appeal to the ultimate end user with a strong value proposition for the yacht operator.

While seeking to develop the market for sales to tour operators, we will also seek to increase sales of Monte Fino luxury yachts, particularly in the 40 to 70 foot size, the range generally purchased by private yacht owners. Many existing competitors in this market are well-established and enjoy greater resources or other strategic advantages. With the introduction of new technologies and market entrants, we expect the competitive environment to be and remain intense. Many of our current competitors enjoy greater resources, recognized brand names, wide distribution networks and more mature intellectual property portfolios than we currently have. Among our well-known competitors are Azimut and Ferretti.

Intellectual Property and Patents

We ~~expect~~ to rely on, trade secrets, copyrights, know-how, trademarks, license agreements, patents and contractual provisions to establish our intellectual property rights and protect our products, brands and services. These legal means, however, afford only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention.

We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements in our favor. These agreements will provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons we employ will sign such agreements, or if they do, or, if they are breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

Regulations

We ~~will~~are be subject to numerous regulations applicable to businesses generally in Taiwan, including regulations relating to working conditions, employee compensation and the maintenance of welfare plans. Moreover, although we do not manufacture the yachts we sell, our contractors will be subject to numerous regulations related to worker safety intended to protect against occupational exposure to chemicals, including health and safety risks, and the use and disposal of various chemicals. This regulatory framework imposes compliance burdens on our contractors which we must consider when determining who to use to manufacture yachts.

The craft we sell are utilized throughout the world which requires that we design and build our yachts in a manner which will allow our customers to comply with regulations imposed on them by various jurisdictions. The use of traditional diesel engines for cruising and on-board activities produces significant waste resulting in environmental pollution. As is the case with automobiles, governments have been increasing standards related to environmental protection and it is likely they will continue to do so. For example, in 2008, The European Union and International Maritime Organization implemented new marine engine emission standards since 2008. This changing regulatory landscape imposes a significant burden on us to ensure our yachts can be used throughout the world.

Regulation of Ships in Taiwan

Since the lifting of the Taiwan Maritime Ban, Taiwan’s government has actively promoted water leisure activities. The Ministry of Communications revised “The Law of Ships” and added a special chapter for yachts (Chapter 7 of the Law of Ships), which was announced and implemented on December 8, 1999. The Port and Port Bureau of the Ministry of Communications announced on March 25th, 2002, the Ship and Ocean Industries R&D Center was to become a yacht verification agency. The ship center provides RINA-Italian ship certification services, CE certification services, MCA business yacht certification services and other certification services.

Regulations on Company Establishment

The establishment, operation and management of companies in Taiwan is governed by the Taiwan Company Act, which was latest amended on December 29, 2021. There are four types of companies in Taiwan: unlimited company, unlimited company with limited liability shareholders, limited company and company limited by shares. Unlimited company and unlimited company with limited liability shareholders are rarely used in practice; a company limited by shares is the most common form of business undertaken for foreign investors in Taiwan. The Taiwan Company Act applies to both Taiwan domestic companies and foreign-invested companies, unless otherwise provided in the relevant foreign investment laws and regulations.

Currently, we do not have any subsidiaries in Taiwan, having chosen to operate as a branch office of our Nevada company, which is in the process of deregistration. Operating as a branch office causes us to be subject to the jurisdiction of the Taiwanese government and the local government where our facilities are located. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia.

Foreign Investment

The principal regulations governing foreign investments in Taiwan are the Statute for Investment by Foreign Nationals, the Regulations for Verification of Investment by Overseas Chinese and Foreign Nationals, and the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals. In order to efficiently provide services and manage foreign investments, Taiwan government has established the Investment Commission under the Ministry of Economic Affairs.

All investments made by foreign nationals within the territory of Taiwan must comply with the provisions of the Statute for Investment by Foreign Nationals and receive permission from the Investment Commission. The “Negative List for Investment by Overseas Chinese and Foreign Nationals” issued by the Investment Commission sets forth a list of industries closed to foreign investment because the authorities believe such industries are material to national security and environmental protection. The restricted list generally includes public utilities, power distribution, natural gas, postal service, telecommunications, mass media, and air and sea transportation.

There is no limitation on foreign investment in companies engaged in the design, manufacture and sale of yachts.

Dividend Distribution and Fund Transfer

Except under limited circumstances, a Taiwanese company will not be permitted to distribute dividends or make other distributions to shareholders in any given year in which it did not record net income or retained earnings (excluding reserves). The Taiwan Company Act requires that 10% of annual net income (less prior years’ losses, if any, and applicable income taxes) be set aside as a legal reserve until the accumulated legal reserve equals the paid-in capital of the company. The company will be permitted to make distributions to its shareholders in cash or in the form of common shares from legal reserves if it has no accumulated loss, provided that the distribution payable out of the company’s legal reserve can only come from the amount exceeding 25% of the total paid-in capital.

Foreign Exchange

~~Taiwan~~The ~~Foreign~~principal ~~Exchange~~regulation ~~Control~~governing ~~Law~~foreign ~~and~~currency ~~regulations~~exchange ~~provide~~in ~~that~~Taiwan ~~all~~is ~~foreign~~the ~~exchange~~Foreign ~~transactions~~Exchange ~~must~~Regulation beAct, ~~executed~~amended byon ~~banks~~April ~~designated~~29, ~~by Taiwan’s~~2009. ~~Financial~~Pursuant ~~Supervisory~~to ~~Commission~~the ~~and~~Foreign ~~the~~Exchange ~~Central~~Regulation ~~Bank~~Act, ofTaiwan ~~the~~Dollars ~~Republic~~amounting ofunder ~~China~~the ~~(Taiwan)~~amount toof ~~engage~~NTD$500,000 inare ~~such~~freely ~~transactions.~~convertible ~~Current~~no ~~regulations~~matter ~~favor~~what ~~trade-related~~transaction orthey ~~service-related~~are ~~foreign~~in ~~exchange~~relation ~~transactions~~with. ~~Consequently,~~On ~~foreign~~the ~~currency~~other ~~earned~~hand, ~~from~~the ~~exports~~transactions ofinvolving ~~merchandise and~~NTD$500,000 ~~services~~or ~~may~~more beor ~~retained~~its ~~and~~equivalent ~~used~~in ~~freely~~foreign currency byshall ~~exporters,~~fulfill ~~and~~certain ~~all~~obligations ~~foreign~~as ~~currency~~provided ~~needed~~in ~~for~~ the ~~importation~~Regulations ofGoverning ~~merchandise~~the ~~and~~Declaration ~~services may~~of beForeign ~~purchased~~Exchange ~~freely~~Receipts ~~from~~and Disbursements ~~the~~or ~~designated foreign exchange banks~~Transactions.

~~Apart~~Under ~~from~~the ~~trade-related~~Regulations orGoverning ~~service-related~~the ~~foreign~~Declaration ~~exchange~~of ~~transactions,~~Foreign ~~Taiwan~~Exchange ~~companies~~Receipts and ~~individual~~Disbursements ~~residents~~or ~~reaching~~Transactions, ~~the~~for ~~age~~those offoreign 20exchange ~~may,~~transactions ~~without~~which ~~foreign~~amounts ~~exchange~~more ~~approval~~than NTD$500,000 ~~remit~~and ~~foreign~~relates ~~currency~~to ofthe upsales toof ~~US$50~~goods ~~million (~~or ~~its~~provision ~~equivalent)~~of ~~and~~services, ~~US$5~~such ~~million~~transaction ~~(or~~shall ~~its equivalent),~~be ~~respectively,~~declared ~~each~~through ~~calendar~~filing ~~year~~a todeclaration ~~and~~statement. ~~from~~For ~~Taiwan~~those ~~(or~~foreign ~~such~~exchange ~~other~~transactions ~~amount~~which asare ~~determined~~not byrelated to the ~~Central~~sales ~~Bank~~ of ~~the~~goods or ~~Republic~~provision of ~~China (Taiwan)~~services, ranging from ~~time~~NTD$500,000 to ~~time~~US$100 atmillion (or its ~~discretion~~equivalent), insuch ~~consideration~~transaction ofshall ~~Taiwan’s~~be ~~economic~~declared ~~and~~through filing ~~financial~~a ~~conditions~~declaration orstatement, ~~the~~and ~~needs~~providing tosupporting ~~maintain the~~documents, ~~order~~such ofas ~~foreign~~contracts ~~exchange~~or ~~market~~letters inof ~~Taiwan).~~approval, ~~The limits apply~~ to ~~remittances~~the ~~involving~~bank. ~~either~~For athose foreign ~~conversion~~exchange oftransactions ~~NTD~~which ~~into~~are anot ~~foreign currency~~related orto athe ~~conversion~~sales of ~~foreign~~goods ~~currency~~or ~~into~~provision ~~NTD.~~of ~~In addition~~services, aamounting ~~requirement~~more isthan ~~also~~US$100 ~~imposed~~million (or onits ~~all~~equivalent) ~~enterprises~~(or tosuch ~~register~~other ~~medium- and~~amount ~~long-term~~as ~~foreign~~determined ~~debt~~by ~~with~~ the Central Bank of the Republic of China (Taiwan). ~~Subject~~from time to ~~specified~~time ~~requirements~~at ~~but without foreign~~its ~~exchange~~discretion ~~approval~~in consideration of the ~~Central~~economic ~~Bank~~and offinancial ~~the~~conditions ~~Republic~~ of ~~China (~~Taiwan), ~~foreign~~in ~~persons~~each ~~may~~calendar ~~remit~~year, tosuch ~~and~~transaction ~~from~~shall ~~Taiwan~~be ~~foreign currencies~~declared ofthrough upfiling toa ~~US$100~~declaration statement,~~000~~ ~~(or~~providing ~~its~~supporting ~~equivalent)~~documents ~~per~~to ~~remittance if~~ the ~~required~~bank, ~~documentation~~and isobtaining ~~provided to~~ the ~~authorities~~approval inof ~~Taiwan.~~the ~~The~~Central ~~above limit~~Bank ~~applies to remittances involving either a conversion~~ of the ~~NTD~~Republic ~~into a foreign currency or a conversion~~ of ~~foreign~~China ~~currency into NTD~~(Taiwan).

Though Taiwan government has promulgated the Regulations Governing Foreign Exchange Control on July 2, 1997, pursuant to the Foreign Exchange Regulation Act, the requirements for the government to implement those foreign exchange control measures should be subject to either of the following conditions: (1) When the domestic or foreign economic disorder might endanger the stability of the domestic economy; and (2) When this country suffers a severe balance of payments deficit. From the past, since the Regulations Governing Foreign Exchange Control came into effect, Taiwan government has never implemented those foreign exchange control measures.

Recent Developments

On August 18, 2025, the Board of Directors of VIVIC Corp. (“VIVIC”) adopted a resolution for the dissolution of its representative office, VIVIC Corp. Taiwan Branch (“Vivic Taiwan”), a company formed under the laws of the Republic of China (“Taiwan”). VIVIC Taiwan has been mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries.

A Certificate of Dissolution was filed on August 19, 2025, and was approved by the regulatory authorities on August 21, 2025. The reason for the dissolution was due to Taiwan government’s policy of prohibiting importing ships from China, where our main suppliers are. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. As required by local procedure, public notices were published on September 26, 2025, September 27, 2025, and September 29, 2025. If no creditor objections are filed within three months following the final publication, the court is expected to issue a certificate of closure, after which the Company intends to close Vivic Taiwan bank account and complete deregistration. Subject to these conditions, the Company currently expects completion by year-end 2025.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Report. These risks and uncertainties are not the only ones facing our business. Some of these risks and uncertainties relate principally to our business, the industry in which we operate or to the securities markets generally and ownership of our securities specifically. Additional risks and uncertainties not presently known to us or that we believe to be immaterial may also adversely affect our business. If any of the conditions described in the following risks actually occurs, our business, financial condition, or results of operations could be harmed. In that case, the trading price of our common stock, if and when a market for our common stock develops, could decline, and an investor in our securities may lose all or part of their investment.

Risks Related to Our Business

Our registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in their audit report.

Our registered public accounting firm in its audit report expressed substantial doubt about our ability to continue as a going concern. ~~Our~~ Our continued operation is dependent upon continued financial support from related parties or our ability to raise sufficient funds to finance our activities from third parties. ~~until~~Until such time, if ever, we begin to generate positive cash flow and operate profitably. Our financial statements do not include any adjustments that might result from the uncertainty about our ability to continue its business.

We will need to secure financing in the future and our ability to secure future financing is uncertain.

We lack the capital necessary to conduct our operations and achieve our business plan and will need to secure financing to achieve our goals. To date we have financed our operations primarily through equity investments and loans made by related parties and their affiliates in additional to loans from commercial banks and third parties. We may seek funding through public or private financings, collaborative arrangements, debt or other arrangements with related parties and third parties. None of the parties which has provided funding to us has agreed to do so and if adequate funds are not available, we may be required to delay, scale back or eliminate one or more segments of our business operations or curtail our business operations in their entirety. The issuance of equity may result in dilution to the holders of our outstanding shares of capital stock. Debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes and limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

We are highly leveraged and we may need additional financing which may not be available.

We have funded our operations to date through loans from related parties, third party lenders and commercial banks and the willingness of of third parties to delay payment of amounts due. Consequently, as June 30, ~~2024~~2025, we had ~~accrued~~no accounts payable ~~due~~to related parties ~~of $903~~,~~728~~ and loans payable ~~due~~to third parties were in the amount of $~~611~~339,~~383~~054 and the amount of our indebtedness has increased from such date. If we are not able to pay or refinance the outstanding principal and accrued interest on our loans when due, our operations may be materially and adversely affected. We may need to offer the holders of our debt increases in the rates of interest they receive or otherwise compensate them through payments of cash or issuances of our equity securities or securities convertible into our equity or modification of our loan agreements to provide additional compensation. Future financings or re-financings may involve the issuance of additional debt, equity and securities convertible into or exercisable for our equity securities. If we are unable to consummate such financings or re-financings, our operations may be adversely affected and the trading price of our common stock could be adversely affected and the terms of such financings may adversely affect the interests of our existing stockholders. Any failure to obtain additional working capital when required would have a material adverse impact on our business and financial condition and may result in a decline in the price of our common stock. If we are not able to fund ongoing losses through funds provided by third parties or our stockholders, we may become insolvent and cease operations.

We have a limited operating history on which to judge our performance and assess our prospects for future success.

We were formed in 2017. To date we have initiated operations in various businesses related to recreational maritime activities. We did not have sufficient capital to fully develop these ventures and recently elected to dispose of them and focus on the design, manufacture and sale of yachts. Consequently, we have a limited operating history on which to evaluate our prospects and have generated minimal revenues. Although we anticipate that our revenues will increase, the amounts of future losses we will incur and when, if ever, we will achieve profitability and positive cash flow from operations are uncertain.

We are subject to the risks frequently experienced by early-stage companies.

The likelihood of our success must be considered in light of the risks frequently encountered by early-stage companies. These risks include our potential inability to:

	●	identify, attract, retain and motivate qualified personnel;

	●	develop strategic relationships and partnerships;

	●	continue to develop or otherwise obtain access to yachts containing those features that customers desire at prices which enable us to penetrate the market on a profitable basis;

	●	develop a positive reputation, attract customers and build trust with customers;

	●	scale up to larger operations on a consistent basis; and

	●	sufficiently fund the capital expenditures required to scale up from small initial operations to larger operations.

Economic conditions that impact consumer spending may have a material adverse effect on our business, results of operations or financial condition.

Our products compete with a variety of other recreational products and activities for consumers’ discretionary income and leisure time. Our results of operations are therefore sensitive to changes in overall economic conditions that impact consumer spending and particularly discretionary spending. Weakening of, and fluctuations in, economic conditions affecting disposable consumer income, the availability of consumer credit, employment levels, consumer confidence, business conditions, fuel and energy costs, could reduce consumer spending generally or discretionary spending in particular. Such reductions could materially adversely affect our business, results of operations or financial condition.

We may not be able to compete effectively against our competitors.

We face competition in the sale of yachts from well-established companies and small independent companies many of which have greater capital resources, established dealer networks and recognized brand names. Our opportunity to obtain customers may be limited by our financial resources and other assets. We are subject to competitive pricing. Such pricing pressure may limit our ability to maintain prices or to increase prices for our products in response to raw material, labor and other cost increases and so negatively affect our profit margins.

We will also face competition in any business area we may enter, including the design, manufacture and sale of energy-efficient yachts. With respect to the yacht design, manufacturing and marketing business, our main competitors may be Amer Yachts Company, HAISEA Yacht Company and HENSEN Yacht Company. There is no assurance that we will be able to effectively compete against these and other competitors.

Our growth could strain our personnel and infrastructure resources, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

Our success will depend in part upon management’s ability to manage growth. To do so, we must continue to hire, train, and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing, and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. The additional headcount and capital investments we are adding will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by offsetting expense reductions in the short term. If we fail to successfully manage our growth, we will be unable to execute our business plan.

Our limited investment in R&D may adversely affect our ability to enhance existing products and develop and market new products.

We continually review consumer demand for our products. We, however, devote limited amounts to developing new product lines. Thus, we may not be able to compete effectively with those of our competitors that continually seek to develop new models and innovations to enhance consumer appeal. Without significant investment in product development, there can be no assurance that we will be able to successfully compete in the marketplace. Even if we can successfully introduce new models with enhanced accessories, there is no guarantee that these models will appeal to consumers which could adversely impact our business and our results of operations or financial condition could be materially adversely affected.

We rely on third parties to manufacture the yachts we sell.

We depend on third parties to manufacture all of the yachts we sell, in particular. Competition for the output of better manufacturers is intense. If these independent manufacturers were unwilling or unable to supply us with yachts at prices which enable us to maintain our gross margins, it would materially adversely affect our business, results of operations or financial condition. Although we constantly look to broaden the manufacturers we rely upon and reduce our dependence upon a limited number of manufacturers, there is no assurance we will be able to do so.

We may choose to rely upon manufacturers based in China and their operations are subject to risks associated with business operations in China. Any disruption in the ability of these manufacturers to supply us with appropriately products on a timely basis could have a material adverse effect on our business, results of operations or financial condition.

The boat manufacturing industry in mainland China and the demand for boats by citizens of the PRC are growing and we may seek to sell yachts within the PRC directly or through distributors or have boats produced in the PRC.

The Chinese government may intervene or influence the operations of any business located in China or the industry in which a business operates at any time, which could result in a material change to the operations of any distributor or supplier based in China with which we do business.

China has been subject to political instability and dramatic changes in economic policies. Policies of the Chinese government can have significant effects on the economic conditions of China and industries within China. The Chinese government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that China will continue to strengthen its economic and trading relationships with foreign countries and business development in China will follow market forces. While we believe that this trend will continue, we cannot assure you that this will be the case. Changes in policies, regulations, rules, and the enforcement of laws by the Chinese government, may produce quick shifts in policy with little advance notice that could adversely affect our interests by interfering with the operations of Chinese based suppliers we choose to rely upon. Although the Chinese government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic, and social environment.

We have manufacturers based in Taiwan and the yachts that we receive from them may be subject to certain risks of economic and policy changes in China that could adversely affect our business operations.

~~Our~~Although the Company has determined to concentrate its operations in the United States and Southeast Asia, as of June 30, 2025, our business is based in Taiwan and we rely upon manufacturers in Taiwan. The sovereignty of Taiwan is a longstanding point of contention between China and the United States. The United States maintains unofficial relations with Taiwan, while also recognizing the “One China” policy of China, which acknowledges Beijing as the legitimate government of China. Both China and the United States have engaged in military posturing around the Taiwan Strait. This increases the risk of accidental clashes or misunderstandings that could escalate into conflict, which will affect both our China-mainland-based and Taiwan-based suppliers.

Higher fuel costs can materially adversely affect our business, results of operations or financial condition.

Increases in energy costs can adversely affect the pricing and availability of petroleum based raw materials. There is no guarantee that we will be able to pass such higher costs to customers, and so an increase in such costs could have a material adverse effect on our business, results of operations or financial condition. Also, higher fuel costs, whether petroleum based or electric, increase the cost of owning and operating yachts, which can reduce demand for them and so materially adversely affect our business, results of operations or financial condition.

Changes in the credit markets could decrease the ability of consumers to purchase our products and have a material adverse effect on our business, results of operations or financial condition.

Changes in economic conditions could result in a deterioration or increased volatility in the credit and lending markets, which could adversely impact consumers who rely upon financing for such purchases. If financing is not available to consumers on satisfactory terms, it is possible that our business, results of operations or financial condition could be materially adversely affected. In addition, concerns regarding the debt ceiling of the United States and budget deficit resulting in the downgrade of the United States government’s credit rating and the impact of additional credit agency downgrades could have a material adverse effect on worldwide economic conditions, the financial markets, and the availability of credit and, consequently, have a material adverse effect on our business, results of operations or financial condition.

Our business depends on the continued contributions made by Mr. Shang-Chai Kung. The loss of the services of Mr. Kung may result in a severe impediment to our business.

Our success is dependent upon the continued contributions made by Mr. Shang-Chai Kung our Chairman and Chief Executive Officer. Mr. Kung is 84 years old. If he cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in severe damage to our business operations and would have an adverse material impact on our financial position and operational results.

Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services.

In addition to Mr. Kung, we currently depend on the continued services and performance of key members of our management team. Many of our executives have extensive experience in the maritime industry, our products and the markets for our products. The loss of some or all our executives could negatively affect our ability to develop and pursue our business strategy, which could materially adversely affect our business, results of operations or financial condition. We do not maintain “Key Employee” insurance on any members of our management team.

In addition, our success depends to a large extent upon our ability to retain skilled employees at rates which enable us to maintain our margins. There is intense competition for qualified and skilled employees, and our failure to recruit, train and retain such employees at appropriate rates of compensation, if at all, could have a material adverse effect on our business, results of operations or financial condition.

Our management has no experience operating a company with publicly traded shares.

Mr. Kung has not operated a company with shares traded in the public markets and consequently, are not familiar with many of the requirements applicable to a public company. Our management and other personnel will need to devote a substantial amount of time to ensure compliance with these requirements and we anticipate that we may need to rely upon outside advisors, counsel, and consultants to ensure compliance with applicable laws and regulations and undertaking various actions, such as implementing new internal controls and procedures. We anticipate that compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs substantially.

If we fail to develop and protect our brand names and reputation, we may not attract customers, which could adversely affect our revenues and financial performance.

We will invest significant resources to promote our brand names to obtain favorable recognition for us and our products among the public and, in particular, prospective distributors and dealers. We may not be able to attract and retain a robust network of distributors and dealers or a significant customer base, which could in turn adversely affect our business, results of operations or financial condition.

Our inability to adequately protect our trade names, trademarks and patents could have an impact on our brand images and ability to penetrate new markets.

We believe that our trade names and trademarks and patents will be important assets and an essential element of our strategy. We will apply for the registration of many of our trade names, trademarks, and patents in various countries. This process is time consuming and expensive. There can be no assurance that we will obtain such registrations or that the registrations we obtain will prevent the imitation of our trademarks, brand names, products or infringement of our intellectual property rights by others. Our failure to successfully protect our trademarks could diminish the value and effectiveness of our past and future marketing efforts and could cause customer confusion. This could in turn adversely affect our revenues, profitability, and the market price of our common stock.

We may be unable to protect our intellectual property or may incur substantial costs because of litigation or other proceedings relating to the protection of our intellectual property.

Our success depends in part on our ability to protect our patents, trademarks, copyrights, and trade secrets from unauthorized use by others. If substantial unauthorized use of our intellectual property rights occurs, we may incur significant costs in enforcing such rights by prosecuting actions for infringement of our rights, particularly considering that policing unauthorized use of our intellectual property may be particularly difficult outside North America. Such unauthorized use could also result in diversion of management resources devoting attention to these matters at the expense of other tasks related to our business. Others may also initiate litigation to challenge the validity of our patents, trademarks, copyrights, and trade secrets, or allege that we are infringing their patents, trademarks, copyrights or trade secrets. If our competitors initiate litigation to challenge the validity of our patents, trademarks, copyrights, and trade secrets, or allege that we infringe theirs, we may incur substantial costs to defend our rights. If the outcome of any such litigation is unfavorable, our business, results of operations or financial condition could be materially adversely affected. If we are unable to protect our technology through the enforcement of intellectual property rights, our ability to compete based on technological advantages may be harmed. If we fail to prevent substantial unauthorized use of our trade secrets, we risk the loss of certain competitive advantages, which could have a material adverse effect on our business, results of operations or financial condition.

Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our business, results of operations or financial condition.

We provide a limited warranty against defects for all our products for a period generally varying from one year to two years. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. We record provisions in our financial statements based on an estimate of product warranty claims, but there is the possibility that actual claims may exceed these provisions and therefore negatively impact earnings.

The failure of our information technology systems or a security breach involving consumer or employee personal data could have a materially adverse effect on our reputation and business, results of operations or financial condition.

Our business operations utilize a variety of cloud-based information technology systems. We are dependent on these systems for all commercial transactions and supply chain and inventory management. Although we (i) have established a firewall for our network, (ii) conduct regular system updates and employee trainings, (iii) regularly backup our data and (iv) have established appropriate contingency plans to mitigate the risks associated with a failure of our information technology systems or a security breach, if one of our key IT systems were to suffer a failure this could have a material adverse effect on our business, results of operations or financial condition. Further, we rely on third parties for certain IT services. If the service provider were to fail or the relationship with us were to end, we might be unable to find a suitable replacement in a timely manner, and our business, results of operations or financial condition could be materially adversely affected. We continually modify and enhance our IT systems and technologies to increase productivity and efficiency. As new systems and technologies are implemented, we could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to our manufacturing and other business processes. When implemented, the systems and technologies may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on our business, results of operations or financial condition.

We receive and store personal information in connection with human resources operations, credit operations, warranty management, marketing efforts and other aspects of our businesses. Any security breach of our IT systems or those with whom we do business could result in disruptions to our operations or erroneous transactions. To the extent that such a breach results in a loss or damage to our data, or an inappropriate disclosure of confidential or personal information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against us and ultimately materially adversely affect our business, results of operations or financial condition.

We and our products are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution and other issues that could cause us to incur fines or penalties or increase our operating costs.

Our products are subject to laws, rules and regulations in various countries regarding product safety, health, environmental and noise pollution and other issues that could cause our customers to incur fines or penalties or increase our operating costs as we seek to ensure that our yachts meet all applicable regulations. A failure to comply with, or compliance with, any such requirements or any new requirements could result in increased expenses to modify our products, or harm to our reputation.

Climate change is receiving increasing attention worldwide. A perceived consensus regarding the impact of increased levels of greenhouse gases, including carbon dioxide, on climate change has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Greenhouse gas regulations could result in an overall increase in costs of raw materials or operating expenses, any of which could reduce competitiveness in a global economy or otherwise have a material adverse effect on our business, results of operations or financial condition. Many of our suppliers face similar circumstances. Moreover, we and our suppliers may face greater regulatory or customer pressure to offer products that generate less greenhouse emissions. This may require the expenditure of significant funds on R&D implementation and subject us to the risk that our competitors may respond to these pressures in a manner that gives them a competitive advantage. The development of such products may also present challenges in maintaining the look, sound and feel of our products. While additional regulations of emissions in the future appear likely, it is too early to predict whether such regulation could ultimately have a material adverse effect on our business, results of operations or financial condition.

If product liability lawsuits are brought against us, we may incur substantial liabilities.

We face a risk of lawsuits alleging that our yachts fail to meet specifications or are otherwise defective, including claims of defects causing personal injury. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

● decreased demand for products that we offer for sale; ● injury to our reputation; ● costs to defend the related litigation; ● a diversion of management’s time and resources; ● substantial monetary awards to trial participants or customers; and ● product recalls, withdrawals or labeling, marketing or promotional restrictions.

● injury to our reputation; ● costs to defend the related litigation; ● a diversion of management’s time and resources; ● substantial monetary awards to trial participants or customers; and ● product recalls, withdrawals or labeling, marketing or promotional restrictions.

Our insurance may not be sufficient.

We carry insurance that we consider adequate in regard to the nature of the covered risks and the costs of coverage. We are not fully insured against all possible risks, nor are all such risks insurable. We may be forced to cover the costs of certain realized risks which may have a material adverse effect on our business, results of operations or financial condition.

We rely on confidentiality agreements with our suppliers, employees, consultants and other parties.

We rely on proprietary information, which we seek to protect, in part, through confidentiality and non-disclosure agreements with our employees, customers and other parties. There can be no assurance that these agreements will not be breached, that we would have adequate remedies for any such breach or that our proprietary information or trade secrets will not otherwise become known to or independently developed by competitors. To the extent that consultants, key employees or other third parties apply technological information independently developed by them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor. We may be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights. Any such litigation could result in substantial cost and diversion of effort by our management and technical personnel.

Natural disasters, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events could materially adversely affect our business, results of operations or financial condition.

The occurrence of one or more natural disasters, such as hurricanes and earthquakes, unusually adverse weather, pandemic outbreaks, such as Covid-19, boycotts and geo-political events, such as civil unrest, conflicts between countries, between countries and terrorist organizations, and acts of terrorism, upheavals in U.S.-China relations, or similar disruptions could materially adversely affect our business, results of operations or financial condition. These events could result in physical damage to one or more of our properties or the properties of our suppliers and distributors, increases in fuel or other energy prices, temporary or permanent closure of the facilities of our suppliers and distributors, temporary lack of an adequate workforce in a market, temporary or long-term disruption in the supply of raw materials, product parts and components, temporary disruption in transport to and from overseas, especially China, and disruption to our information systems, and, ultimately, have a material adverse impact on our business, results of operations or financial condition.

The occurrence of one or more natural disasters, such as hurricanes and earthquakes, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events, such as civil unrest and acts of terrorism, upheavals in U.S-China relations, or similar disruptions could materially adversely affect the financial markets. The price of our common stock may decline significantly if such an event were to occur after the consummation of this offering, in which case you may lose your investment.

Our ability, or lack thereof, to establish strategic partnerships and expand our distribution channels may adversely affect our business and our plans to expand our market.

A critical component of our expansion plan is to successfully establish new strategic partnerships in Southeast Asia and the Middle East. Even if we establish new strategic partnerships, there is no guarantee that we can maintain successful relationships with new dealers and distributors or that our partners will yield additional revenue and profits based on sales.

U.S. tariffs on imports from China, Taiwan, and other regions may increase our costs, disrupt our supply chain, and materially harm our business and financial results.

Our business may be adversely affected by tariffs imposed by the United States on goods imported from China, Taiwan. Escalating trade tensions between the U.S. and China, as well as the longstanding dispute regarding Taiwan, increase the likelihood of changes in laws, tariffs, or trade restrictions that could impact our ability to source products and components. As of the date of this Annual Report, the U.S. tariff rate on goods imported from China remains significant and has been subject to volatility, while additional tariffs or trade restrictions could be imposed on goods imported from Taiwan. Because we may rely on suppliers or manufacturers based in China and Taiwan for certain boats and components, increases in tariffs could materially increase our cost of revenue and reduce profit margins. There is no guarantee that current tariff levels will remain stable or that new trade barriers will not be enacted. Any continuation, escalation, or expansion of tariffs on products imported from China, Taiwan, or other regions could materially and adversely affect our supply chain, business operations, financial condition, and results of operations. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia.

Inflation could pose a risk to our business.

Inflation is an important factor that must be considered as we move forward. A change in the rate of inflation could influence the profits that we generate from our business. When the rate of inflation rises, the operational costs of running our company would increase, such as labor costs, raw materials and public utilities, affecting our ability to provide our services at competitive prices. An increase in the rate of inflation would force our clients to search for other service providers, causing us to lose business and revenue.

Risks Related to Doing Business in Taiwan

Political Issues

Taiwan is surrounded by sea. The population density is high around the west coast and Taiwan Strait. Taiwanese vessels are allowed to cruise offshore only on the west coast due to the political issue between Taiwan and PRC. This restriction on the mobility of vessels adversely impacts the accessibility of Taiwanese vessels along the west coast and sea tourism in that area.

Consumer Preferences

Most consumers in Taiwan are not familiar with the luxury yacht market and are price-conscious. As a result, we believe the market in Taiwan may be more receptive to sightseeing boats and yachts designed to accommodate more passengers on overnight trips. We may not be able to develop a sufficient market for our products in Taiwan and it may require significant marketing efforts to develop a market for group trips and sightseeing.

Climate Issues

Taiwan is located in the subtropical and tropical areas with typhoons in Summer and strong seasonal wind in Winter. These seasonal climates may adversely impact the market for sea tourism in Summer and Winter.

Competition

The government of Taiwan has supported the development of the yacht manufacturing industry in Taiwan. Continued investment in yacht related businesses and marina infrastructure by the government has led to the development of a highly competitive market.

You may have difficulty in effecting service of legal process or bringing actions against us or our management based on foreign laws.

We are a Nevada company which conducts our operations through a branch office in Taiwan and most of our assets are and will be located outside the United States. Almost all of our operations will be conducted in Taiwan. In addition, nearly all of our officers and directors, are residents of Taiwan and all of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process upon us or our directors and officers inside Taiwan or to bring actions against us or our management in Taiwan.

Foreign exchange fluctuations may affect our business.

The functional currency utilized by our branch in Taiwan is the New Taiwan Dollar or NTD. Therefore, foreign exchange fluctuations may influence our business and our financial reporting in unpredictable ways.

The value of the NTD against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the Taiwanese government. It is difficult to predict how market forces or Taiwanese or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the NTD and the U.S. dollar.

A substantial percentage of our revenues and costs are denominated in NTD and a significant portion of our assets are also denominated in NTD. We are a holding company and we rely on our branch in Taiwan to provide funds for expenses incurred outside of Taiwan. Any significant fluctuations in the value of the NTD may materially and adversely affect our liquidity and cash flows. Appreciation of the U.S. dollar against the NTD would have a negative effect on the U.S. dollar amount we would receive.

Risks Relating to Our Securities

Trading in our shares is limited and we do not know if an active trading market for our shares will develop in the future. Even if a market does develop following this offering, you may be unable to sell your shares at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Trading on our securities is limited and we cannot assure you that an active trading market for our common stock will develop in the future or if it does develop, it may not be maintained. The number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity. A broad or active public trading market for our common shares may not develop or be sustained. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. The initial public offering price for the shares will be determined by negotiations between us and representatives of the Underwriters and may not be indicative of prices that will prevail in the trading market following the completion of this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you pay in this offering.

The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment.

The trading price of our common shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located in Taiwan that have listed their securities in the United States. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

	●	actual or anticipated fluctuations in our quarterly or annual operating results;
	●	publication of research reports by securities analysts about us or our competitors or our industry;
	●	the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission (“SEC”);
	●	our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
	●	additions and departures of key personnel;
	●	strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
	●	the passage of legislation or other regulatory developments affecting us or our industry;
	●	speculation in the press or investment community;
	●	general economic conditions or political conditions between China and Taiwan;
	●	fluctuations in exchange rates; and
	●	changes in accounting principles.

In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Our quarterly operating results may fluctuate significantly.

Our quarterly operating results may fluctuate significantly because of several factors, including:

● availability of subcontractors to manufacture our products; ● the timing of delivery of yachts to our customers; ● changes in interest rates; ● macroeconomic conditions, both nationally and locally; ● changes in consumer preferences and competitive conditions; ● expansion to new markets; ● increases in infrastructure costs; and ● in commodity prices.

● the timing of delivery of yachts to our customers; ● changes in interest rates; ● macroeconomic conditions, both nationally and locally; ● changes in consumer preferences and competitive conditions; ● expansion to new markets; ● increases in infrastructure costs; and ● in commodity prices.

Unanticipated fluctuations in our quarterly operating results could result in a decline in our stock price.

Our shares are subject to the penny stock rules.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our common stock currently is a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We are likely to retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See the section entitled “Dividend Policy.”

There can be no assurance that we will ever provide liquidity to our investors through a sale of our company.

While acquisitions of companies like ours are not uncommon, potential investors are cautioned that no assurances can be given that any form of merger, combination, or sale of our company will take place following this offering, or that any merger, combination, or sale, even if consummated, would provide liquidity or a profit for our investors. You should not invest in our company with the expectation that we will be able to sell the business in order to provide liquidity or a profit for our investors.

The holder of the outstanding shares of our Preferred Stock can control all matters brought before our shareholders for a vote, including the election of all members of our board of directors.

We currently have outstanding 832,000 shares of Class A Convertible Preferred Stock which are owned by ~~Honetech~~Shang-Chiai ~~Inc, a Samoa company, which is owned by Ms~~Kung. ~~Yu Cheng.~~ Each share of our Class A Preferred Stock is convertible, at any time, into ten (10) shares of our common stock. The holder of our Class A Preferred Stock votes together with the holders of our common stock on all matters brought for a vote by our shareholders and is entitled to cast 50 votes for each share of Series A Convertible Preferred Stock or 41,600,000 votes in total. We have outstanding 27,410,921 shares of common stock. Therefore, YuShang ~~Cheng,~~Chiai asKung ~~the owner of Hontech Inc.,~~ can cast votes representing 60.28% of the aggregate voting power on all matters voted upon by our stockholders, including the election of members of our Board of Directors. Accordingly, Ms. Cheng will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Ms. Cheng will also have the power to prevent or cause a change in control of our Company. Without the consent of Ms. Cheng, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. Ms. Cheng’s interests may differ from the interests of our other shareholders.

Ownership of our common stock is concentrated. The interests of those currently holding a majority of the outstanding shares of our common stock and our preferred stock may not be aligned with the interests of our other shareholders.

Approximately ten individuals own a majority of our outstanding shares of common stock. If any of these individuals were to seek to sell shares of our common stock or grant a lien on their shares which results in the sale of shares of our common stock, it could have an adverse impact on the market price of our common stock. Further, the possibility that such sales might occur as a result of this concentration in the ownership of our common stock may cause a material decline in the value of our common stock.

The sale or availability for sale of substantial amounts of our common stock could adversely affect its market price.

Sales of substantial amounts of our common stock in the public market, including sales made of any shares pledged for a loan by any holder of a significant number of shares of our common stock, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.

We incur significant costs as a result of operating as a public company and our management is required to devote substantial time to compliance initiatives.

As a public company, we incur significant legal, accounting and other expenses that are not incurred by private companies, including some of our competitors. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliance with these rules and regulations will increase our legal, accounting and financial compliance costs substantially. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accounting and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

Changes to accounting rules or regulations may adversely affect the reporting of our results of operations.

Changes to existing accounting rules or regulations may impact the reporting of our future results of operations or cause the perception that we are more highly leveraged. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future.

Anti-takeover provisions in our Articles of Incorporation and Bylaws and Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

The anti-takeover provisions of the Nevada law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. Our Articles of Incorporation and our Bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our Board of Directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. In addition, our Articles of Incorporation and Bylaws will:

	●	provide that vacancies on our Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office;
	●	provide that special meetings of stockholders may only be called by our Chairman and/or President, our Board of Directors or a super-majority (66 or 2/3%) of our stockholders;
	●	place restrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholders may be called by our stockholders;
	●	not provide stockholders with the ability to cumulate their votes; and provide that only a super-majority of our stockholders (66 or 2/3%) may amend our amended and restated bylaws.

If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our common shares, the price of our common shares and trading volume could decline.

Any trading market for our common shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common shares and the trading volume to decline.

Volatility in our common share price may subject us to securities litigation.

The market for our common shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

In order to raise sufficient funds to enhance operations, we may have to issue additional securities at prices which may result in substantial dilution to our shareholders.

If we raise additional funds through the sale of equity or convertible debt, our current shareholders’ percentage ownership will be reduced. In addition, these transactions may dilute the value of common shares outstanding. We may have to issue securities that may have rights, preferences, and privileges senior to our common shares. We cannot provide assurance that we will be able to raise additional funds on terms acceptable to us, if at all. If future financing is not available or is not available on acceptable terms, we may not be able to fund our future needs, which would have a material adverse effect on our business plans, prospects, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Assessment and Strategy

We regularly evaluate cybersecurity risk from computer viruses and more sophisticated and targeted cyber-related attacks such as ransomware, as well as cybersecurity failures resulting from human error and technological errors. Such risks are reviewed by our management on a periodic basis as deemed appropriate.

Our overall strategy in combatting known cybersecurity risks includes a variety of individual tactics, including:

	●	the use of antivirus software, virtual private networks, email security, as well as other software to prevent and detect data intrusions.

	●	the deployment of updates and patches as they are available and maintaining the current versions of major software to reduce the exposure to vulnerabilities.

	●	the use of third-party service to conduct mandatory online training for all employees regarding identifying and avoiding cyber-security risks.

	●	the review of the security procedures used by third parties that may host or otherwise have access to Fuel Tech’s data.

	●	the deployment of third-party cyber-security experts to perform penetration testing on our internal and external networks and systems in an effort to identify potential vulnerabilities.

	●	if necessary, the use of third-party security experts if and when an incident is detected

We are not aware of having experienced any material cybersecurity incidents. We are not aware of any existent cybersecurity threats that would materially affect, or are reasonably likely to materially affect, our business strategy, results of operations or financial conditions. For more information, please see “Cybersecurity” under Item 1A “Risk Factors” above.

Board Oversight

As the Board of Directors has yet to establish any committees, Management regularly updates our Board regarding Management’s efforts to minimize cybersecurity risks.

ITEM 2. PROPERTIES

No disclosure is required by this Item as there is no property owned or leased by us that is material to our operations that we cannot readily replace.

ITEM 3. LEGAL PROCEEDINGS

We are not currently party to any material legal or administrative proceedings and are not aware of any claim which might lead to a material legal or administrative proceeding being commenced against us in the foreseeable future.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS

MARKET INFORMATION

Our common stock is subject to quotation on the OTCQB market under the symbol VIVC. The following table shows the high and low reported ~~sales~~ sales prices for our common stock during the fiscal years ended June 30, ~~2024~~2025 and ~~2023~~2024 as reported by the OTC Market. These prices ~~reflect~~ reflect inter-dealer quotations without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions. There is no established market for our common stock.

	Price Range
Period	High		Low
Period from July 1, 2025, to September 15, 2025	$	0.08	$	0.07
Fiscal Year Ended June 30, 2025:
Fourth Quarter	$	0.53	$	0.07
Third Quarter	$	5.10	$	0.24
Second Quarter	$	5.01	$	1.38
First Quarter	$	5.09	$	2.76

Fiscal Year Ended June 30, 2024:
Fourth Quarter	$	4.50	$	1.55
Third Quarter	$	1.88	$	0.51
Second Quarter	$	1.00	$	0.10
First Quarter	$	0.99	$	0.99

	Price Range
Period	High		Low
Period from July 1, 2024, to October 17, 2024	$	5.09	$	2.00
Fiscal Year Ended June 30, 2024:
Fourth Quarter	$	5.00	$	1.55
Third Quarter	$	1.88	$	.51
Second Quarter	$	1.48	$	0.21
First Quarter	$	-	$	-
Fiscal Year Ended June 30, 2023:
Fourth Quarter	$	0.99	$	0.99
Third Quarter	$	-	$	-
Second Quarter	$	0.51	$	0.51
First Quarter	$	1.05	$	0.60

Holders

On ~~October~~September 1822, ~~2024~~2025, there were approximately ~~105~~98 holders of record of our common stock. The number of record holders does not ~~include~~ include persons who held our common stock in nominee or “street name” accounts through brokers.

Dividend Policy.

We have neither declared nor paid any cash dividends on either preferred or common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

WeIn 2025 we adopted the 2025 Equity Incentive Plan ~~currently~~(the do“2025 ~~not~~Plan”), ~~have~~which ~~any~~authorizes ~~equity~~the ~~compensation~~issuance ~~plans~~of shares of common stock for grants of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, restricted stock units, other stock related awards and performance awards that may be settled in cash, stock, or other property. The 2025 Plan authorizes the issuance of up to 2,500,000 shares. To date, no options or other awards have been granted pursuant to the 2025 Plan.

We adopted the 2025 Plan to provide a means by which employees, directors, and consultants of our Company and those of our subsidiaries and other designated affiliates, which we refer to together as our affiliates, may be given an opportunity to purchase our common stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions, and to provide incentives for such persons to exert maximum efforts for our success and the success of our affiliates.

Recent Sales of Unregistered Equity Securities

All sales of unregistered securities made by us during the fiscal year ended June 30, ~~2024~~2025 were previously reported.

Purchases of Our Equity Securities

No repurchases of our common stock were made by us during the fiscal year ended June 30, ~~2024~~2025.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS

Statements made in this ~~Annual~~ Report that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act “) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Overview

~~Beginning~~We ~~with~~are a ~~change~~global yacht sales and service provider based in ~~our~~Taiwan ~~management~~focused ~~resulting~~on ~~from~~offering ayachts, ~~change~~ancillary inproducts, ~~control~~technical ofsupport, ~~our~~service solutions ~~Company~~and ~~which~~systematic ~~occurred~~management atsolutions ~~the~~to ~~end~~yacht ofmarinas, ~~2018~~yacht clubs, weyacht ~~have~~operators ~~explored~~ and ~~initiated~~marine ~~operations~~tourism inproviders. aIn ~~number~~August 2025, ofthe ~~business~~Company ~~areas~~determined ~~related~~ to concentrate its operations in the ~~pleasure~~United ~~boat~~States ~~industry~~and Southeast Asia. ~~These~~Our ~~included~~mission ~~yacht~~is ~~sales,~~to ~~marine~~offer ~~tourism~~our clients, ~~development~~which ofwe ~~electric~~refer ~~powered~~to ~~yachts~~as yacht operators, ~~development~~more profitable products and ~~operation~~comprehensive ofservice solutions. We differentiate ourselves from other yacht ~~marinas~~manufacturers inby ~~Asia~~offering ~~and~~yachts ~~the~~specifically ~~development~~designed offor amarine tourism, group tours, business meetings, yacht ~~rental~~clubs and fractional ~~time~~ownership ~~share~~as ~~service~~opposed to individual owners. In ~~2023~~addition to our products, we ~~determined~~seek to ~~focus~~support our ~~efforts~~customers onby providing maintenance and other yacht ~~sales~~management inservices, ~~Taiwan~~yacht activity scenarios, business solutions and ~~other~~marketing ~~selected~~strategies ~~regions~~to ~~throughout~~enhance ~~the~~yacht ~~world,~~ tourism and ~~since~~operational efficiencies ~~that~~to ~~time~~enable ~~have~~them ~~disposed~~to ofgrow ~~all~~their ofbusinesses ~~our~~and ~~business~~improve ~~operations~~their inbottom ~~mainland China~~lines.

We ~~are~~design ~~the~~and ~~exclusive~~offer ~~distributor~~various ofyachts ~~Monte-Fino~~models ~~yachts~~which differ in ~~Asia~~their sizes, performance, and ~~the~~functions ~~Middle~~and ~~East~~are ~~pursuant~~sold tounder our ~~agreement~~brand ~~with~~name, ~~Kha Shing Enterprise Co~~“VIVIC.” WeOur ~~also~~yachts ~~distribute~~are ~~Monte~~designed ~~Fino~~to ~~yachts~~be inmore ~~other~~suitable ~~territories~~for ~~throughout~~multiple ~~the~~user ~~world~~group ~~other~~scenarios, ~~than~~emphasizing ~~those~~open ~~where~~deck ~~Kha~~and ~~Shing~~cabin ~~has~~space ~~granted~~suitable ~~another~~for ~~company~~group ~~exclusive~~tours ~~distribution~~and ~~rights.~~business ~~Our employees located in Taiwan engage in the design~~meetings, ~~construction,~~with onimproved anoperational ~~outsourced~~economies ~~basis,~~ and ~~distribution of power boats, charter boats and eco-friendly new~~ energy ~~boats~~efficiencies. InWe ~~cooperation~~collaborate with ~~Kha~~our ~~Shing~~marketing agents, weencouraging them ~~design~~to ~~and~~develop ~~offer~~yacht ~~various~~marinas ~~yachts~~and ~~models which~~seek ~~differ~~out inyacht ~~their~~operators ~~sizes,~~interested ~~performances,~~in ~~and~~developing ~~functions.~~their ~~Currently, we~~ own ~~our~~businesses ~~own~~based ~~brand~~upon ~~name,~~yacht ~~“VIVIC~~sharing.”

AsOur ~~our~~yachts ~~company~~are ~~grows,~~manufactured weby ~~will~~third ~~seek~~parties toselected ~~expand~~by us on the ~~yacht~~basis ~~brands~~of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we ~~offer~~negotiate ~~for~~and ~~sale~~sign an original equipment manufacturer (“OEM”) contract with a selected local manufacturer. Upon completion, we deliver the ~~territories~~boat to the location designated by our customer. Our principal supplier and distributor in mainland China is Weiguan Ship, which weutilizes ~~market~~the ~~yachts~~mainland’s production and, ifsupply ~~appropriate~~chain advantages to provide ~~based~~us onwith ~~our~~yacht ~~capabilities~~production, delivery, and ~~what~~after-sales weservices ~~can~~based ~~offer,~~on ~~seek~~our todesigns. ~~become~~Weiguan ~~the~~Ship ~~exclusive~~is ~~distributor~~responsible for ~~yacht~~providing ~~manufacturers~~the inrequired products ~~Taiwan~~ and ~~other territories.~~after-sales Weservices ~~will~~for ~~also~~all ~~seek~~sales toorders ~~enter~~in ~~other~~mainland ~~areas~~China ~~related~~and toremits 15% of the ~~marine~~order ~~industry~~amount ~~where~~of weeach ~~believe~~yacht weto ~~can~~us beas ~~profitable~~a “VIVIC” brand usage fee.

~~Our~~In addition to our own yachts, we are ~~manufactured~~the byexclusive ~~third~~distributor ~~parties~~of ~~selected~~Monte byFino usyachts onin the ~~basis~~People’s Republic of ~~their~~China, ~~production~~the ~~capabilities,~~Philippines and ~~technical~~the ~~ability~~Middle ~~and~~East ~~financial wherewithal.~~pursuant ~~Once~~to aour ~~customer~~agreement ~~places~~with anKha ~~order~~Shing Enterprise Co., weLtd. ~~negotiate~~(Taiwan) ~~and~~(“Kha ~~sign~~Shing”). anWhile ~~original~~seeking ~~equipment~~to develop ~~manufacturer~~the ~~contract~~market ~~with~~for asales ~~selected~~to ~~local manufacturer.~~tour ~~Our~~operators, ~~technical~~we ~~staff~~will ~~closely~~also ~~monitors~~seek ~~the~~to ~~progress~~increase sales of ~~construction.~~Monte ~~Upon~~Fino ~~completion,~~luxury yachts in the territories where we ~~deliver~~are the ~~boat~~exclusive todistributor, particularly in the ~~location designated~~70 to 150 foot range, which are generally purchased by ~~our~~individual ~~customer~~private yacht owners.

As our Company grows, we will seek to expand the yacht brands we offer for sale, the territories in which we market yachts and, if appropriate based on our capabilities and what we can offer, seek to become the exclusive distributor for yacht manufacturers in the United States, Southeast Asia and other territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable. As part of our efforts, we recently entered into an Electric Catamaran Yacht Co-Development Agreement with Acel Power Inc. to collaborate on the development of an electric yacht.

Results of Operations

OnIn 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time have disposed of all of our business operations in mainland China. On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), entered into a Stock Purchase Agreement with Yun-Kuang Kung pursuant to which Mr. Kung acquired all of the shares of our wholly-owned subsidiary, ~~Guangdong~~ Weiguan Ship. ~~Tech~~The ~~Co.,~~divestiture ~~Ltd.~~of (“Weiguan Ship~~”).~~ Incompleted ~~consideration~~our ~~for~~plan to divest of all activities other than our ~~interest~~ongoing yacht business in ~~Weiguan~~Taiwan. ~~Ship~~However, we ~~received~~ceased ~~RMB~~Vivic 1Taiwan operation on August 21,~~000~~ ~~($137) and~~2025 ~~the~~due ~~agreement~~to Taiwan government’s policy of ~~Mr.~~prohibiting ~~Kung~~importing toships ~~indemnify~~from usChina, ~~and~~where our ~~affiliates~~main ~~against~~suppliers ~~any~~are. We commenced the wind-down and deregistration ~~all~~of ~~claims~~Vivic Taiwan, ~~including~~which, ~~unknown~~subject ~~claims~~to ~~and~~customary ~~claims~~procedures ~~for taxes~~and approvals, ~~related~~is expected to be completed by the ~~business~~end of 2025. ~~Weiguan~~In ~~Ship~~August ~~whether~~2025, ~~arising~~the ~~before~~Company ordetermined ~~after~~to ~~the~~concentrate ~~date~~its ofoperations in the ~~Stock~~United ~~Purchase~~States ~~Agreement.~~and ~~The~~Southeast ~~divestiture of~~Asia ~~Weiguan~~and ~~Ship~~to ~~completed~~discontinue pursuing ~~our~~the ~~plan~~Taiwan tomarket. ~~divest~~In ofconnection ~~all~~with ~~activities~~this ~~other~~decision, ~~than~~we ~~our~~will ~~ongoing~~focus ~~yacht~~on ~~business~~promoting the sales in ~~Taiwan~~Vivic, our U.S. entity.

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

As a result of the sale of our interest in Weiguan Ship and its subsidiaries, the assets and related liabilities and the results of operations of such entities are included in the financial statements included in this report as discontinued operations. The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.

~~Comparison~~As a result of the sale of our interest in Weiguan Ship and its subsidiaries, the assets and related liabilities and the results of operations of such entities are included in our financial statements as discontinued operations. The following table sets forth the results of our operations for the ~~years~~periods ~~ended~~indicated ~~June~~as ~~30,~~a ~~2024,~~percentage ~~and~~of ~~2023~~net sales. Certain columns may not be added due to rounding.

													Dollar		Percent
	2024			% of sales			2023			% of sales			Increase (Decrease)		Increase (Decrease)
Revenue, net	$	5,950,692			-	%	$	-			-	%	$	5,950,692		100.00	%
Cost of revenue		4,152,372			69.78	%		-			-	%		4,152,372		100.00	%
Gross profit		1,798,320			30.22	%		-			-	%		1,798,320		100.00	%
Selling Expenses		127,708			2.15	%								127,708		100.00	%
General and administrative expenses		513,411			8.63	%		280,483			-	%		232,928		83.05	%
Total operating expenses		641,119			10.77	%		280,483			-	%		360,636		128.58	%
Income from operations		1,157,201			19.45	%		(280,483	)		-	%		1,437,683		512.57	%
Other expenses, net		(22,051	)		(0.37	)%		(38,366	)		-	%		16,315		42.52	%
Income (loss) before income taxes		1,135,150			19.08	%		(318,849	)		-	%		1,453,999		456,01	%
Income tax expense		154,199			2.59	%		-			-	%		154,199		100.00	%
Net income (loss) from continuing operations		980,951			16.48	%		(318,849	)		-	%		1,299,800		407.65	%
Net income (loss) from discontinued operations		1,869,563			31.42	%		(461,477	)		-	%		2,331,040		505.13	%
Net income (loss) attributable to Vivic Corp.		2,850,514			47.90	%		(780,326	)		-	%		3,630,840		465.30	%

Comparison of results of operations for the years ended June 30, 2025, and 2024

	2025			% of sales			2024			% of sales			Dollar Increase (Decrease)			Percent Increase (Decrease)
Revenue	$	-			-	%	$	4,428,580			74.42	%	$	(4,428,580	)		(100.00	)%
Revenue-related party, net		44,515			100.00	%		1,522,112			25.58	%		(1,477,597	)		(97.08	)%
Total revenue		44,515			100.00	%		5,950,692			100.00	%		(5,906,177	)		(99.25	)%
Cost of revenue		126,927			285.13	%		4,152,372			69.78	%		(4,025,445	)		(96.94	)%
Gross profit (loss)		(82,412	)		(185.13	)%		1,798,320			30.22	%		(1,880,732	)		(104.58	)%
Selling expense		-			-			127,708			2.15	%		(127,708	)		(100.00	)%
General and administrative expenses		784,492			1,762.31	%		513,411			8.63	%		271,081			52.80	%
Stock based compensation		2,508,783			5,635.82	%		-			-	%		2,508,783			100.00	%
Total operating expenses		3,293,275			7,398.12	%		641,119			10.77	%		2,652,156			413.68	%
Income (loss) from operations		(3,375,687	)		(7,583.26	)%		1,157,201			19.45	%		(4,532,888	)		(391.71	)%
Interest expenses, net		(30,409	)		(68.31	)%		(23,683	)		(0.40	)%		(6,726	)		28.40	%
Other income (expenses), net		(114,887	)		(258.09	)%		1,632			0.03	%		(116,519	)		(7,139.64	)%
Income (loss) before income taxes		(3,520,983	)		(7,909.66	)%		1,135,150			19.08	%		(4,656,133	)		(410.18	)%
Income tax expense		(74,232	)		(166.76	)%		154,199			2.59	%		(288,431	)		(148.14	)%
Net income (loss) from continuing operations		(3,446,751	)		(7,742.90	)%		980,951			16.48	%		(4,427,702	)		(451.37	)%
Net income from discontinued operations		-			-	%		1,869,563			31.42	%		(1,869,563	)		(100	)%
Net income (loss) attributable to Vivic Corp.		(3,446,751	)		(7,742.90	)%		2,850,514			47.90	%		(6,297,265	)		(220.92	)%

Revenue

Revenue ~~from continuing operations~~ was $544,~~950,692~~515 for the year ended June 30, ~~2024~~2025. WeToal ~~did~~revenue ~~not generate revenues~~ from continuing operations in was $5,950,692 for the year ended June 30, ~~2023~~2024. The revenue ~~from continuing operations~~ for the year ended June 30, ~~2024~~2025 ~~reflected~~was ~~sales~~mainly from the sale of ~~yachts~~yacht models. InWe ~~2023, we~~sold ~~determined~~100 yacht models to ~~focus~~one ~~our~~of ~~efforts~~the onCompany’s directors below cost. We considered this as marketing and advertising because the director will give our yacht ~~sales~~models into ~~Taiwan~~prospective purchasers to promote and ~~other~~market ~~selected~~our ~~regions~~yachts. ~~throughout~~The revenue for the ~~world~~year ended June 30, 2024 was mainly from the sales of yachts at Vivic Taiwan.

Cost of revenue

Cost of revenue was $126,927 for the year ended June 30, 2025. Cost of revenue from continuing operations was $4,152,372 for the year ended June 30, 2024. WeThe ~~did~~cost ~~not~~of ~~generate~~ revenues ~~from~~for ~~continuing~~the ~~operations in~~ year ended June 30, ~~2023~~2025 ~~and~~was ~~thus~~mainly ~~had~~due noto ~~cost~~costs associated with yacht model sales. We sold 100 yacht models to one of ~~revenues~~the inCompany’s directors below cost. We considered this as marketing and advertising because the ~~period~~director will give our yacht models to prospective purchasers to promote and market our yachts. The cost of revenues infor the year ended June 30, 2024 was mainly due to the costs ~~associated~~of ~~with~~ yacht sales at Vivic Taiwan.

Gross profit

Gross profit from continuing operations was $1,798,320 for the year ended June 30, 2024. We had no gross profits from continuing operations for the year ended June 30, 2023. The gross profit in the year ended June 30, 2024 is all the result of yacht sales.

Gross profit (loss)

Gross profit (loss) for the year ended June 30, 2025, was a loss of $82,412 as we had no sales other than yacht model sale. Gross profit from continuing operations was $1,798,320 for the year ended June 30, 2024. The gross loss in the year ended June 30, 2025, was the result of our decision to sell yacht models below cost for marketing purposes, while gross profit in the year ended June 30, 2024, was the result of yacht sales.

Operating expenses

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $~~127,708~~nil for the year ended June 30, ~~2024~~2025, compared to $~~nil~~127,708 for the year ended June 30, ~~2023~~2024. The decrease in selling expenses was mainly due to the decrease of advertising expenses.

General and administrative expenses consisted mainly of employee salaries and welfare, and expenses for business ~~meeting~~meetings, utilities, accounting, consulting, and legal ~~expenses~~services. General and administrative expenses were $~~513~~784,~~411~~492 for the year ended June 30, ~~2024~~2025, compared to $~~280~~513,~~483~~411 for the year ended June 30, ~~2023~~2024, an increase of $~~232~~271,~~928~~081 or 8352.0580% ~~resulting from our increased operations and sales activities~~. The increase of general and administrative (“G&A”) expenses mainly ~~included~~reflected increased ~~payroll expense of $18,427, increased~~ professional ~~fees~~fee ofby $~~111~~147,~~655~~399, increased ~~travel~~bad ~~expenses~~debt ofexpense by $1186,~~204~~026, increased ~~meal~~repair and ~~entertainment~~maintenance ~~expenses~~expense of by $1537,~~587~~638, increased ~~subcontract~~payroll ~~labor~~expense ofby $6153,~~904~~991, increased OTC ~~Listing~~listing fee ofby $45,~~290~~555, which ~~and~~was ~~increased~~partly ~~other~~offset by decreased subcontract labor expenses ofby $1060,~~440~~951.

In addition, on and effective August 1, 2024, the board of directors (the “Board”) appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee were each issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. We also issued 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The 700,000 shares of the Company’s common stock were issued on September 30, 2024 with fair value of $1,932,000. During the year ended June 30, 2025, the Company recorded $1,771,000 of stock compensation expense.

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai who will serve as the Company’s Chief Technology Officer (“CTO”). The Company will issue Mr. Lai 50,000 shares of the Company’s common stock for the first year of his employment. The shares are to be paid in full within four months from September 1, 2024. If Mr. Lai’s employment continues beyond September 1, 2025, the Company will grant Mr. Lai 20,000 shares of the Company’s common stock each year. During the year ended June 30, 2025, the Company recorded $85,417 stock compensation expense for Mr. Lai’s services.

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month, to be paid quarterly. During the year ended June 30, 2025, the Company recorded $8,200 stock compensation expense in respect of this arrangement.

On January 7, 2025, the Company entered an employment agreement with Mr. Andy F Wong to serve as the Company’s Chief Financial Officer (“CFO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. During the year ended June 30, 2025, the Company recorded $180,000 stock compensation expense for shares to be issued to Mr. Wong.

On January 7, 2025, the Company entered an employment agreement with Mr. Tse-Ling Wang to serve as the Company’s Chief Executive Officer (“CEO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 250,000 restricted stock units which shall be deemed earned in equal monthly instalments of 20,833 shares. During the year ended June 30, 2025, the Company recorded $450,000 stock compensation expense for shares to be issued to Mr. Wang.

On October 1, 2024, the Company entered into an employment agreement with Mr. Kun-Teng Liao to serve as the Company’s director and Secretary. On January 25, 2025, the Board appointed Mr. Liao as the Company’s Chief Operating Officer (“COO”) for an initial term expiring September 20, 2025. The agreement was approved by the Board on January 25, 2025. The Company will pay Mr. Liao 50,000 shares of the Company’s common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Liao 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $14,166 stock compensation expense for shares to be issued to Mr. Liao.

Other income (expenses), net

Net other expenses ~~was~~were $22145,~~015~~296 for the year ended June 30, ~~2024~~2025, and $3822,~~366~~015 for the year ended June 30, ~~2023~~2024. For the year ended June 30, ~~2024~~2025, net other expenses mainly consisted of interest expense of $2330,~~683~~409, ~~which~~and ~~was partly offset by~~ other ~~income~~ expense of $1114,~~632~~887. For the year ended June 30, ~~2023~~2024, net other expenses mainly consisted of ~~miscellaneous~~interest ~~expenses~~expense of $2923,~~050~~683, ~~and~~ ~~interest~~which ~~expense~~was partly offset by other income of $91,~~316~~632.

Net (income) loss from continuing operations

We had a net ~~income~~loss ~~from continuing operations~~ of $~~980~~3,~~951~~446,751 for the year ended June 30, ~~2024~~2025, compared to a net ~~loss~~income of $~~318~~980,~~849~~951 for the year ended June 30, ~~2023~~ 2024, an increase in our net loss of $14,~~299~~427,~~800~~702 or ~~407~~451.6537%. The increase in our net ~~income~~loss from continuing operations was mainly due to the ~~gross~~decrease ~~profit~~in ~~generated~~our ~~through~~revenue ~~yacht~~and ~~sales~~increased ~~which~~share-based ~~was~~compensation ~~partly~~as ~~offset~~described ~~by increased G&A expenses~~above.

LIQUIDITY AND GOING CONCERN

We had $~~310~~41,~~859~~903 of cash and cash equivalents, and working capital deficit of $~~3,201,865~~0.6 million as of June 30, ~~2024~~2025, and generated a net ~~income~~loss ~~from continuing operations~~ of $~~980,951~~3.4 million during the year ended June 30, ~~2024~~2025. Of the assets included in working capital, approximately prepayment to related parties of $0.9 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the ~~years~~year ended June 30, ~~2024~~2025 and ~~2023~~2024.

	2025			2024
Net cash used in operating activities	$	(458,645	)	$	(261,488	)
Net cash used in investing activities		-			-
Net cash provided by (used in) financing activities	$	187,749		$	(304,080	)

	2024			2023
Net cash provided by (used in) operating activities for continuing operations	$	(261,488	)	$	313,226
Net cash used in operating activities for discontinued operations		-			(1,239,304	)
Net cash provided by (used in) operating activities		(261,488	)		(926,078	)
Net cash used in investing activities for continuing operations		-			-
Net cash used in investing activities for discontinued operations					(180,787	)
Net cash used in investing activities					(180,787	)
Net cash provided by (used in) financing activities for continuing operations		(304,080	)		496,040
Net cash provided by financing activities for discontinued operations		-			1,453,069
Net cash provided by (used in) financing activities	$	(304,080	)	$	1,949,109

Net cash used in operating activities

Net cash ~~provided~~used byin (operating activities was $458,645 for the year ended June 30, 2025, compared to net cash used in operating activities of $261,488 for the year ended June 30, 2024. The increase in the use of cash in operating activities was principally attributable to 1) the increase in our loss (after adjustments to reconcile net income (loss) to net cash used in operating activities) by $1,833,314, 2) decreased cash inflow from inventory of $801,929, 3) decreased cash inflow from tax payables by $221,909, 4) increased cash outflow from accounts payable and accounts payable to related party by $2,374,107, 5) increased cash outflow from deposit and prepayments and deposit and prepayments to related party by $695,346, which was partly offset by 1) increased cash inflow from accounts receivable and accounts receivable from related party by $2,485,250, 2) increased cash inflow from note receivable by $324,322, 3) increased cash inflow from accrued liabilities and other payables by $41,080, 4) increased cash inflow from deferred revenue by $2,871,000, and 5) decreased cash outflow on other receivables by $7,796.

Net cash used in operating activities from continuing operations was $261,488 for the year ended June 30, 2024, compared to net cash provided by operating activities from continuing operations of $313,226 for the year ended June 30, 2023. Net cash used in discontinued operations was $1,239,304 for the year ended June 30, 2023. The decrease in cash inflow from operating activities from continuing operations was principally attributable to 1) an increase in accounts receivable – related parties by $1,242,690, 2) an increase in deferred revenue by $4,636,568, and 3) an increase in note receivables by $162,831, which was partly offset by 1) an increase in deposits and prepayments by $1,406,927, 2) an increase in inventory by $1,637,113, 3) an increase in accounts payable of $979,007, and 4) an increase in tax payables by $140,957, as well as increased net income by $1,299,800.

Net cash used in investing activities

There was no cash provided by or used in investing activities for ~~continuing operations for~~ the ~~year~~years ended June 30, ~~2024~~2025 and ~~2023~~2024. ~~Cash used in investing activities for discontinued operations was $180,787 for the year ended June 30, 2023.~~

Net cash provided by (used in) financing activities

Net cash ~~used~~provided inby financing activities ~~for continuing operations~~ was $~~304~~187,~~080~~749 for the year ended June 30, ~~2024~~2025, compared to net cash ~~provided~~ byused in financing activities ~~for continuing operations~~ of $~~496~~304,~~040~~080 for the year ended June 30, ~~2023~~2024. Net cash provided by financing activities for ~~discontinued operations was $1,453,069 for~~ the year ended June 30, ~~2023.~~2025, ~~Net~~consisted ~~cash used in financing activities~~of ~~for~~proceeds ~~continuing~~from ~~operations~~related ~~for~~party ~~the~~advances ~~year~~of ~~ended June 30~~$561,420 ~~2024,~~and ~~consisted~~loan ofproceeds ~~repayments~~from toa ~~related~~third ~~parties~~party of $~~352~~124,~~329~~642, which was partly offset by ~~proceeds~~repayments to ~~from~~ related parties of $48358,~~249~~091, and repayment of third party loans of $140,222. Net cash ~~provided by~~used in financing activities for ~~continuing operations for~~ the year ended June 30, ~~2023~~2024, consisted of ~~proceeds~~repayments ~~from~~to ~~loans of $553,586, and proceeds from advances from~~ related parties of $63352,~~336~~329, which was partly offset by ~~repayment~~proceeds tofrom related parties of $~~120~~48,~~882~~249.

Going Concern

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

~~The~~We ~~Company~~ had $~~310~~41,~~859~~903 of cash and cash equivalents and working capital deficit of approximately $30.262 million as of June 30, ~~2024~~2025, which included amounts prepayments ~~accounts~~from ~~receivable~~clients ~~from~~of a$0.35 ~~related~~million, prepayments ~~party~~to ~~-Weiguan~~related ~~Ship~~parties of $0.0294 million,. ~~accounts~~We generated ~~receivable from~~ a ~~related~~net ~~party~~loss ~~- Jiazhou Yacht~~ of $13.245 million, ~~and~~during ~~amounts~~the ~~due~~year ~~from~~ended ~~related~~June ~~parties~~30, ~~of $2.5 million~~2025, and ~~the~~we ~~Company~~had ~~generated~~an ~~net~~accumulated ~~income~~deficit of approximately $25.~~9 million~~75 ~~(including~~million ~~$1.87~~as ~~million~~of ~~gain~~June on30, ~~disposal~~2025, ofand ~~Weiguan~~generated ~~ship)~~ negative cash flow from operating activities during the ~~year~~period ~~ended~~of ~~June 30,~~$0.46 ~~2024~~million. ~~However,~~We ~~the~~do not ~~Company~~have ~~had~~sustained anand ~~accumulated~~stable ~~deficit~~income, ofand ~~approximately~~there ~~$2.3~~is ~~million~~also assignificant ofuncertainty ~~June~~in ~~30,~~regarding ~~2024~~its income for the next 12 months.

The continuation of the Company as a going concern through the one-year anniversary of the date of this filing is dependent upon continued financial support from its related parties and loans or investments from third parties. The Company is actively pursuing additional financing for its operations through loans and the sale of equity. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.

Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date of issuance of this report. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

PLAN OF OPERATION AND FUNDING

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

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

MATERIAL COMMITMENTS

As of the date of this report, we do not have any material commitments.

OFF-BALANCE SHEET ARRANGEMENTS

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

~~CRITICAL~~●RECENT ACCOUNTING ~~POLICIES AND ESTIMATES~~PRONOUNCEMENTS

~~Our~~In ~~consolidated~~October ~~financial~~2023, ~~statements~~the ~~are~~FASB ~~prepared~~issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in ~~accordance~~Response ~~with~~to ~~U.S.~~the ~~GAAP~~SEC’s Disclosure Update and Simplification Initiative.” The ~~preparation~~ASU ofamends ~~these~~the ~~consolidated~~disclosure ~~financial~~or ~~statements~~presentation requirements related to various ~~requires~~subtopics usin the FASB ASC. The ASU was issued in response to ~~make~~the ~~estimates~~SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and ~~assumptions~~Simplification ~~which~~that ~~affect~~updated ~~the~~and ~~reported~~simplified disclosure requirements that the ~~amounts~~SEC ofbelieved ~~assets,~~were ~~liabilities~~duplicative, ~~revenue~~overlapping, or ~~costs~~outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and ~~expenses~~to facilitate the application ~~and~~of ~~related~~GAAP ~~disclosures~~for all entities. ~~Accounting~~The ~~policies~~amendments ~~are~~introduced ~~critical~~by ~~and~~ASU ~~necessary~~2023-06 toare ~~account~~effective ~~for~~if the ~~material~~SEC ~~estimates~~removes ~~and~~the ~~assumptions~~related ondisclosure ~~our~~or presentation ~~consolidated~~requirement ~~financial~~from ~~statements~~its existing regulations by June 30, 2027. ~~For~~If, ~~further~~by ~~information~~June on30, ~~all~~2027, ofthe ~~our~~SEC ~~significant~~has ~~accounting~~not ~~policies~~removed the applicable requirements from its existing regulations, ~~see~~the pending content of the ~~“Notes~~associated toamendment ~~Consolidated~~will be removed from the ASC and will not become effective ~~Financial~~for ~~Statements”~~any entities. Early adoption is permitted. The adoption of ~~this~~ASU ~~Annual~~2023-06 ~~Report~~is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

● Revenue recognition

In accordance with 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.

● Credit losses

On January1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023.

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.

Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.

● Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2024 and 2023, the Company had no allowance for doubtful accounts.

● Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

● Related parties

Parties, which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

● Recent accounting pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s consolidated financial statement presentation or disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2024.

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s financial statement presentation or disclosures.29

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Consolidated Financial Statements” which appears on page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We are required to maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~president~~President and ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer (who is acting as our principal executive officer) and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

Our ~~president~~President and ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer, ~~who~~and ~~is also serving as~~ our ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, ~~2024~~2025. Based on such evaluation, our ~~president/chief~~President and Chief ~~financial~~Financial ~~officer~~Officer concluded that our disclosure controls and procedures were not effective as of June 30, ~~2024~~2025, for, among others, ~~the~~ the reasons set forth below.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting and for the assessment of the ~~effectiveness~~ effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive officer/ and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2024~~2025. In making this assessment, management used the criteria based on the framework in Internal Control –- Integrated Framework (2013) issued by the Committee of Sponsoring ~~Organizations~~ Organizations of the Treadway Commission. Based on its assessment and those criteria, we have concluded that our internal controls over financial reporting were not effective as of June 30, ~~2024~~2025, due to the lack of personnel familiar with U. S. generally accepted accounting principles, the lack of an oversight committee and the lack of a sufficient number of personnel to allow for the required segregation of duties. Management will consider the need to add personnel and implement improved review procedures as we begin to generate positive cash flow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal year ended June 30, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY

The following table sets forth the names and ages of all directors and executive officers as of the date of this report:

Name	Age	Position
Shang-Chiai Kung	83	Director, Chairman, President Chief Executive Officer and Chief Financial Officer
Tse-Ling Wang	56	President, Chief Executive Officer and Secretary
Tse-Ling Wang	47	Director and Secretary
Andy F Wong	65	Chief Financial Officer
Liu-Shiang Kung Hwang	81	Director
Shang-Chiai Kung	86	Director and Chairman
Hui Ming Pao	69	Director
Kun-Teng Liao	57	Chief Operating Officer
Kevin Lee	54	Director
Liu-Shiang Kung Hwang	82	Director
Amy Huang	52	Director
Hui Ming Pao	70	Director
Kevin (Chuen-Huei) Lee	55	Director
Amy (Yin-Zhen) Huang	53	Director

~~Shang~~Tse-~~Chiai~~Ling ~~Kung~~Wang, CEO, ~~CFO~~56, ~~Chairman~~became ofour ~~the~~Chief ~~Board~~Executive Officer and President effective January 7, 2025, and was appointed as a ~~Board~~director ~~Director~~August 1, 842024, ~~years~~from ~~old~~which position he resigned effective January 24, is2025. Mr. Wang has served in a ~~resident~~number of ~~Taiwan.~~senior Hemanagement ~~received~~positions ain ~~degree~~the ~~from~~Internet ~~An-Ping Junior~~and ~~High~~technology ~~School~~industries. HeMr. ~~was~~Wang ~~the~~currently serves ~~Chairman~~as President of ~~Kha~~Chuang ~~Shing~~Sheng ~~Enterprise~~Information Co., Ltd., ~~(Taiwan)~~which ~~from~~he ~~1988~~founded toin ~~2004~~2020. ~~Since~~Chuang ~~2008~~Sheng heInformation ~~has~~Co. ~~been~~specializes ~~Chairman~~in IoT application ofservices. GoHe ~~Right~~is ~~Holdings~~also ~~Ltd.~~an ~~Since~~Executive ~~2013~~Director heof Viermtech Inc., which has ~~served~~focused ason ~~Chairman~~electronic ofdesign ~~Jiexing~~and ~~Argicultural~~manufacturing ~~Technology~~since Co2019., ~~Ltd.~~From 2017 to 2023 Mr. ~~Kung~~Wang ~~became~~served aas ~~director~~ CEO and President of ~~our~~Lien ~~Company~~Shen Electronic Corp., ~~our~~a ~~Chairman~~company which provides automotive electronic product design and ~~Chief~~distribution ~~Executive~~services. ~~Officer~~Mr. onWang ~~July~~holds 9,a ~~2020~~Master ~~and~~of ~~Chief~~Business ~~Financial~~Administration ~~Officer~~degree onfrom ~~June~~National ~~15,~~Chengchi ~~2021~~University.

~~Tse-Ling~~Andy ~~Wang~~F Wong, 55CFO, ~~has~~65, ~~served~~became our Chief Financial Officer effective January 7, 2025. Mr. Wong is an accomplished financial executive with extensive experience in overseeing financial functions and supporting organizational growth. From June 2024 to January 2025, Mr. Wong served as Interim Controller at Rootstock International, a ~~number~~software ofcompany, ~~senior~~where he leads ERP management ~~positions~~and incash flow optimization. From February 2023 to November 2023, he was Interim Controller at Fisher & Phillips, LLP, an employment law firm, where he led the ~~Internet~~firm’s accounting and ~~technology~~reporting ~~industries~~functions, implemented treasury initiatives and created training resources. From February 2022 to January 2023, as Senior Manager with MorganFranklin Consulting, Mr. ~~Wang~~Wong ~~currently~~served ~~serves~~ as ~~President~~Interim ofCorporate Controller ~~Chuang~~for ~~Sheng~~Innovative ~~Information~~Chemical ~~Co.~~Products Group, ~~Ltd~~LLC, ~~which~~a manufacturer of specialty coatings and adhesives, where he ~~founded~~enhanced financial inreporting ~~2020~~and accounting processes. ~~Chuang~~From ~~Sheng~~January ~~Information~~2021 to February 2022, through VACO Staffing, Mr. Wong served as Interim Corporate Accounting Manager at Republic National Distributing Co., ~~specializes~~a inwine ~~IoT~~and ~~application~~spirits distributor, where he provided accounting ~~services~~support and audit preparation. HeFrom isJune ~~also~~2020 anto ~~Executive~~January ~~Director~~2021, ofalso ~~Viermtech~~through ~~Inc~~VACO Staffing, Mr. Wong was Interim Finance and Accounting Consultant at Global Franchise Group, ~~which~~a ~~has~~restaurant ~~focused~~franchisor, onwhere ~~electronic~~he ~~design~~provided financial and ~~manufacturing~~audit ~~since~~support ~~2019~~for their various brands. From ~~2017~~ June 2019 to ~~2023~~December ~~Mr.~~2019, ~~Wang~~he served as ~~CEO~~Interim ~~and~~Corporate ~~President~~Controller for HotSchedules, a SaaS provider of restaurant ~~Lien~~and ~~Shen~~hospitality ~~Electronic~~management ~~Corp.~~solutions, where he led M&A integration efforts and strengthened financial controls during a ~~company~~critical ~~which~~merger. ~~provides~~From ~~automotive~~March ~~electronic~~2019 ~~product~~to May 2019, he was Interim Operational Controller at Togetherwork, a SaaS revenue and membership ~~design~~management entity, where he concluded audits and ~~distribution~~improved ~~services~~month-end closing processes. Mr. ~~Wang~~Wong is a Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). He holds a ~~Master~~Bachelor of Science in Accounting and Business Administration from ~~degree~~the ~~from~~State ~~National~~University ~~Chengchi~~of New York College at Oswego and an MBA in Finance & Organizations from the University of Rochester’s Simon School of Business.

~~Liu~~Shang-~~Shiang~~Chiai Kung ~~Hwang~~, ~~81,~~Chairman ~~has~~of ~~served~~the asBoard ~~the~~and ~~chairwoman~~a ofBoard ~~Jiexin~~Director, ~~Investment~~86 ~~Co.~~years old, ~~Ltd.~~is ~~since~~a ~~June~~resident ~~2018.~~of MsTaiwan. ~~Hwang~~He ~~also~~received ~~serves~~a asdegree afrom ~~director~~An-Ping Junior High School. He was the Chairman of ~~Jianyu~~Kha ~~Material~~Shing ~~Industry~~Enterprise Co., Ltd., ~~which~~(Taiwan) ~~she~~from ~~joined~~1988 into ~~September~~2004. ~~2017,~~Since as2008 ahe ~~director~~has ofbeen ~~Kha~~Chairman ~~Shing~~of ~~Enterprises~~Go Right ~~Co.,~~Holdings Ltd. ~~which~~Since ~~she joined~~2013 inhe ~~2019~~has ~~and~~served as aChairman ~~director~~ of ~~Horizon~~Jiexing ~~Yacht~~Argicultural Technology Co., Ltd. ~~which~~Mr. ~~she~~Kung ~~joined~~became ina ~~2017.~~director ~~Ms.~~of ~~Hwang~~our Company, isour aChairman ~~graduate~~and ofChief ~~Tainan~~Executive ~~Community~~Officer ~~University~~on July 9, 2020 and Chief Financial Officer on June 15, 2021.

Richard (Hui Ming) Pao, 69, has more than 30 years of rich experience in technology industries, having served with industry leaders, including Texas Instruments, Taiwan Semiconductor Manufacturing Company, and Lite-On Technology. After becoming expert in comprehensive talent management, Mr. Pao established a management consulting company to assist enterprises in organizational diagnosis, business strategy and management practice counseling, and all-round human resource management practices. During his tenure as the general manager of Fusheng Group, through coaching management counseling, he assisted the company in a successful management succession at the time of a generational ownership transition and helped establish a sustainable management structure. During his tenure as the chairman of Taipei Neihu Technology Park Development Association, he actively promoted exchanges and interactions between the two science and technology parks and guided the strategic approach of the science and technology parks.

Kevin (Chuen-Huei) Lee, 54, is a Managing Director of Yunqing Investment Management Co. Ltd., which he co-founded in 2016. He is also CEO of Huihongda Technology Co. Ltd, a technology consulting company he founded in September 2023. Prior to founding Yunqing Investment Management Co. Ltd., Mr. Lee served in various positions in the financial and technology industries. Mr. Lee brings extensive professional experience that spans various aspects of senior management, including finance, operations, and strategic investment. Mr. Lee has more than 25 years of experience in the financial and technology industries. Mr. Lee holds a Bachelor’s degree from National Taiwan University and an MBA from Columbia University in New York.

Amy (Yin Zhen) Huang, 52, is a senior practitioner in the field of human resources and management consulting. During her tenure at LiteOn, she was involved in the four-in-one integration process. Ms. Huang later formed a consulting company with other workplace leaders focusing on coaching companies on business strategies and organizational development systems. Since its establishment, two of the companies coached by Ms. Huang’s teams have become listed companies. Ms. Huang and her team have accumulated rich consulting experience providing more than ten years of corporate management consulting services premised on her belief in the spirit of lifelong learning and that there is no best, only better. Ms. Huang has received master’s degrees from Soochow University’s School of International Business and National Taiwan University’s Graduate School of Economics and is currently pursuing a doctoral program at Taipei University of Technology and to continue to improve her research capabilities.

Kun-Teng Liao, COO, 57, resigned from our Board of Directors and from his position as Secretary of our Company effective October 9, 2024. From August 2021 to October 2024 Mr. Liao served as a director and secretary of our Company. Upon resignation from his positions as a director and Secretary, he began to function in the capacity of Chief Operating Officer and was officially appointed as our Chief Operating Officer effective January 25, 2025. From October 2015 until March 2020, Mr. Kung served as the Chairman of Sino-Phoenix Limited a company based in Taiwan engaged in international trade where he was responsible for ensuring corporate governance, and facilitating communication. He received an MBA degree from Seton Hall University, located in New Jersey in 2013. From 2006 to 2016, he was the chairman of EcallBuy Trading Company Limited.

Liu-Shiang Kung Hwang, 82, has served as the chairwoman of Jiexin Investment Co., Ltd. since June 2018. Ms. Hwang also serves as a director of Jianyu Material Industry Co., Ltd., which she joined in September 2017, as a director of Kha Shing Enterprises Co., Ltd. which she joined in 2019 and as a director of Horizon Yacht Co., Ltd. which she joined in 2017. Ms. Hwang is a graduate of Tainan Community University.

Richard (Hui Ming) Pao, 70, has more than 30 years of rich experience in technology industries, having served with industry leaders, including Texas Instruments, Taiwan Semiconductor Manufacturing Company, and Lite-On Technology. After becoming expert in comprehensive talent management, Mr. Pao established a management consulting company to assist enterprises in organizational diagnosis, business strategy and management practice counseling, and all-round human resource management practices. During his tenure as the general manager of Fusheng Group, through coaching management counseling, he assisted the company in a successful management succession at the time of a generational ownership transition and helped establish a sustainable management structure. During his tenure as the chairman of Taipei Neihu Technology Park Development Association, he actively promoted exchanges and interactions between the two science and technology parks and guided the strategic approach of the science and technology parks.

Kevin (Chuen-Huei) Lee, 55, is a Managing Director of Yunqing Investment Management Co. Ltd., which he co-founded in 2016. He is also CEO of Huihongda Technology Co. Ltd, a technology consulting company he founded in September 2023. Prior to founding Yunqing Investment Management Co. Ltd., Mr. Lee served in various positions in the financial and technology industries. Mr. Lee brings extensive professional experience that spans various aspects of senior management, including finance, operations, and strategic investment. Mr. Lee has more than 25 years of experience in the financial and technology industries. Mr. Lee holds a Bachelor’s degree from National Taiwan University and an MBA from Columbia University in New York.

Amy (Yin-Zhen) Huang, 53, is a senior practitioner in the field of human resources and management consulting. During her tenure at LiteOn, she was involved in the four-in-one integration process. Ms. Huang later formed a consulting company with other workplace leaders focusing on coaching companies on business strategies and organizational development systems. Since its establishment, two of the companies coached by Ms. Huang’s teams have become listed companies. Ms. Huang and her team have accumulated rich consulting experience providing more than ten years of corporate management consulting services premised on her belief in the spirit of lifelong learning and that there is no best, only better. Ms. Huang has received master’s degrees from Soochow University’s School of International Business and National Taiwan University’s Graduate School of Economics and is currently pursuing a doctoral program at Taipei University of Technology and to continue to improve her research capabilities.

Board Composition; Committees

We only recently expanded our Board of Directors to include a number of individuals we believe qualify as independent directors. We intend to establish various committees, adopt appropriate charters governing the responsibilities of each committee and appoint directors to the committees in the foreseeable future. Until such time, the functions to be delegated to committees will be carried out by the Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

~~We did~~The ~~not~~following ~~pay~~table ~~any~~sets forth information concerning all compensation awarded to, ~~the~~earned ~~individuals~~by, ~~serving~~or aspaid to our executive officers ~~and~~for ~~directors during~~ the fiscal ~~year~~years ended ~~June~~2025 ~~30,~~and 2024.

~~In consideration of his or her agreement to serve as a director of the Company, Ms~~I. ~~Hwang,~~SUMMARY ~~Mr.~~COMPENSATION Wang and Kevin Li were each issued 150,000 shares of the Company’s common stock and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s common stock. Concurrent with its agreement to issue shares of its common stock to each of the newly appointed directors, the Company agreed to issue 150,000 shares of its common stock to Mr. Kung for his agreement to continue to serve as a director of our Company.TABLE

Name and All Other Principal Position	Year	Salary ($)		Cash Bonuses ($)		Stock Awards ($) ⁽¹⁾		Total Compensation ($)
(a)	(b)	(c)		(d)		(e)		(f)
Tse-Ling Wang	2025	$	-	$	-	$	379,500	$	379,500
President, Principal	2024	$	-	$	-	$	-	$	-
Executive Officer, Secretary

Andy F. Wong	2025	$	-	$	-	$	180,000	$	180,000
Principal Financial Officer	2024	$	-	$	-	$	-	$	-

Kun-Teng Liao	2025	$	-	$	-	$	14,168	$	14,168
Chief Operating Officer	2024	$	-	$	-	$	-	$	-

Shang-Chiai Kung ⁽²⁾	2025	$	-	$	-	$	-	$	-
Previous President, Principal	2024	$	-	$	-	$	-	$	-
Executive Officer,
Principal Financial Officer

(1)

Represents aggregate grant date fair value of stock awards granted during fiscal years ended 2025 and 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The fiscal years ended 2025 and 2024 stock awards consist of the shares of our common stock and restricted stock units.

(2)

Shang-Chiai Kung resigned as Chief Executive Officer and Chief Financial Officer of the Company on January 7, 2025.

Employment Agreements

The Company has entered into an employment agreement with Mr. Wang, our Chief Executive Officer and President, Mr. Liao, our Chief Operating Officer and Mr. Wong, our Chief Financial Officer. Mr. Wang’s agreement provides for an initial term expiring December 31, 2025, after which the agreement continues on an “at will” basis. In consideration of his services, Mr. Wang is to be issued 250,000 restricted stock units which shall be deemed earned in equal monthly installments of 20,833 shares. If Mr. Wang’s employment is terminated without “cause” or by Mr. Wang for “good reason” (a “Qualifying Termination”), Mr. Wang is entitled to receive: (1) all accrued obligations, including unpaid salary and benefits through the termination date; (2) immediate vesting of all RSUs scheduled to be earned during the remainder of the term; and (3) retention of all previously earned RSUs, which cannot be forfeited or clawed back. A “Qualifying Termination” includes material changes to Mr. Wang’s duties, title, or responsibilities or a breach of the agreement by the Company. Severance payments are contingent on Mr. Wang’s execution of a general release of claims in favor of the Company and adherence to post-employment restrictive covenants, including non-competition and non-solicitation obligations for 12 months following termination. No severance is provided for termination for “cause,” Mr. Wang’s voluntary resignation without good reason, or upon his death or disability.

Mr. Liao’s agreement commenced on October 1, 2024, and may be terminated by the Company at any time, with or without cause. Mr. Liao is to be issued 50,000 shares of the Company’s common stock in consideration of his services through the year ended September 30, 2025, and is to receive 20,000 shares in respect of each year served thereafter. Mr. Liao is to report directly to the President. The agreement contains customary non-disclosure provisions and prohibitions against competing with the Company for a period of two years after termination of his agreement and soliciting any employee to leave the service of the Company during the eighteen-month period commencing as of termination of the agreement.

Mr. Wong’s agreement provides for an initial term expiring December 31, 2025, after which the agreement continues on an “at will” basis. In consideration of his services Mr. Wong is to be issued 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. If Mr. Wong’s employment is terminated without “cause” or by Mr. Wong for “good reason” (a “Qualifying Termination”), Mr. Wong is entitled to receive: (1) all accrued obligations, including unpaid salary and benefits through the termination date; (2) immediate vesting of all RSUs scheduled to be earned during the remainder of the term; and (3) retention of all previously earned RSUs, which cannot be forfeited or clawed back. A “Qualifying Termination” includes material changes to Mr. Wong’s duties, title, or responsibilities or a breach of the agreement by the Company. Severance payments are contingent on Mr. Wong’s execution of a general release of claims in favor of the Company and adherence to post-employment restrictive covenants, including non-competition and non-solicitation obligations for 12 months following termination. No severance is provided for termination for “cause,” Mr. Wong’s voluntary resignation without good reason, or upon his death or disability.

In consideration of his or her agreement to serve as a director of the Company, Ms. Hwang and Kevin Lee were each issued 150,000 shares of the restricted Company’s common stock and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s restricted common stock. Concurrent with its agreement to issue shares of its common stock to each of the newly appointed directors, the Company agreed to issue 150,000 shares of its restricted common stock to Mr. Kung for his agreement to continue to serve as a director of our Company.

II.

DIRECTOR COMPENSATION

The following table shows the compensation paid to the Directors for fiscal year ended 2025:

Name	Fees earned or paid in cash ($)		Stock awards ($) ⁽¹⁾		Option awards ($)		Total ($)
Shang-Chiai Kung		-		379,500		-		379,500
Liu-Shiang Kung Hwang		-		379,500		-		379,500
Hui Ming Pao		-		126,500		-		126,500
Kevin (Chuen-Huei) Lee		-		379,500		-		379,500
Amy (Yin-Zhen) Huang		-		126,500		-		126,500
Tse-Ling Wang ⁽²⁾		-		450,000				450,000

(1)	Amounts in this column represents the aggregate grant date fair value for stock awards. For a description of the assumptions we used to calculate these amounts, see Note 13 to the consolidated financial statements included in this Annual Report.
(2)	Tse-Ling Wang resigned as a member of the Board on January 25, 2025.

Except for the shares issued to our officers and directors as discussed in the prior paragraph, there is no agreement as to additional compensation to be paid to our directors or officers for their service in such capacities.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information known to us with respect to the beneficial ownership of common stock by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. The percentage of class is based on 27,410,921 shares of common stock and 832,~~200~~000 shares of Series A Convertible Preferred Stock issued and outstanding as of ~~October~~September 1822, ~~2024~~2025.

3334

Officers/Directors	No. of Shares of Common Stock Owned			Percentage of Common Stock (1) (2)			No. of Shares of Series A Convertible Preferred Stock		Percentage of Series A Convertible Preferred Stock			Percentage of Aggregate Voting Power (1)(2)
Liu-Shiang Kung Hwang(3)		2,095,562			7.6465	%		-		-			3.04	%
Hui-Ming Pao		50,000			0.18	%		-		-			*
Chuen-Huei Lee		150,000			0.55	%		-		-			*
Amy Huang		150,000			0.55	%		-		-			*
Amy (Yin-Zhen) Huang		50,000			0.18	%		-		-			*
Shang-Chiai Kung(3)		150,000			0.55	%		-		-			*
Officers and Directors as a group (6 persons named above)		2,745,562			10.02	%		-		-			3.98	%
Tse-Ling Wang		150,000	(4)		0.55	%		-		-			*
Kun-Teng Liao		174,000			0.64	%		-		-			*
Andy F Wong		-	(5)		-			-		-			-
Officers and Directors as a group (7 persons named above)		2,819,562			10.29	%		-		-			3.04	%
5% and above stockholder
Yu Cheng(2)		26,000			0.095	%		832,200		100	%		60.28	%(2)
Shang-Chiai Kung(2)		150,000			0.55	%		832,200		100	%		60.50	%(2)
5% and above stockholder as Total		-			-	%		-		-			60.28	%
Huilan Chen		1,589,686			5.80	%		-		-			2.30	%
Fujian Jaxin Yacht Company Limited		2,641,355	(6)		9.64	%		-		-			3.83	%
Miao-Chuan Ho		1,455,000			5.31	%		-		-			2.11	%
Kuen-Horng Tsai		1,784,000			6.51	%		-		-			2.58	%
Fuxiang Zhong		1,400,000			5.11	%		-		-			2.03	%

*	Less than one percent.
(1)	The percentages above are based on 27,410,921 shares of our common stock issued and outstanding as of ~~October~~September 1822, ~~2024~~2025.
(2)	The shares attributed to ~~Ms.~~Shang ~~Cheng~~Chiai Kung represent shares issuable upon conversion of 832,200 shares of our Series A Convertible Preferred Stock ~~held by Honetech Inc~~. ~~(“Honetech”)~~Mr. ~~Honetech~~Shang Chiai Kung’s address is No. ~~196,~~Alley ~~Fushou St.~~1, ~~Xinzhuang~~Lane ~~District~~143, ~~New~~Section ~~Taipei City~~2, ~~Republic~~Linan ~~Of China~~Road., ~~Ms.~~North ~~Cheng~~District, ~~owns~~Tainan, ~~all~~Taiwan, ofRepublic ~~the outstanding equity~~ of ~~Honetech Inc~~China. Each share of our Series A Convertible Preferred Stock held by ~~Honetech~~Mr. Kung is convertible into 10 shares of our common stock. The holders of our Series A Convertible Preferred Stock vote together with the holders of our common stock on all matters brought before our stockholders for a vote and are entitled to cast 50 votes for each share of our Series A Convertible Preferred Stock. Thus, assuming none of our Series A Convertible Preferred Stock is converted into common stock, ~~Honetech~~Mr. Kung is entitled to cast an aggregate of 41,600,000 votes on all matters voted upon by our stockholders. Therefore, ~~the~~Mr. ~~holder~~Kung ~~of our Series A Preferred Stock~~ can cast votes representing 60.28% of the aggregate voting power on all matters voted upon by our stockholders.
(3)	Each of Liu-Shiang Kung Hwang and her husband, Shang-Chiai Kung, may be deemed to beneficially own the shares attributed to the other in the table above.
(4)	Excludes 250,000 which may be issued pursuant to Restricted Stock Units granted to Mr. Wang for services as Chief Executive Officer.
(5)	Excludes 100,000 which may be issued pursuant to Restricted Stock Units granted to Mr. Wong for services as Chief Financial Officer.
(6)	These shares are held by Fujian Jaxin Yacht Company Limited, a People’s Republic of China company. Fujian Jaxin Yacht Company Limited is 100% directly held by Yun-Kuang Kung. The registered address of Fujian Jaxin Yacht Company Limited is Room 506, Building 4, Jingjing Bay Business Operation Centre, No.3 Tianshan North Road, Jingjing Town, Pingtan Count, Fujian Province, China. Yun-Kuang Kung is son of Shang-Chiai Kung, who is the Chairman of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

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

At During the ~~time~~year ofended ~~the~~June ~~sale of Weiguan Ship to Mr. Yun-Kuang Kung~~30, ~~the son of our Chairman~~2025, ~~Weiguan Ship was indebted to~~ the Company inhad prepayments ~~the amount~~ of $~~2.365~~445,894 ~~million representing amounts loaned~~ to ~~Weiguan Ship~~Fujian toJiaxin ~~support~~Company ~~its operations during the period it was our subsidiary. Prior to the sale of Weiguan Ship this amount was eliminated in preparing consolidated financial statements. The amount due from Weiguan~~Limited, ~~$2,365,420~~an ~~aas~~entity ofowned ~~June 30, 2024, is non~~by Yun-~~interest~~Kuang ~~bearing and payable on demand~~Kun.

During the year ended June 30, 2024, the Company purchased yachts from Weiguan Ship for an aggregate purchase price of $913,728, of which $903,728 was included in accounts payable as of the year end and in respect of which there remained prepayments by the Company of $250,462 as of June 30, 2024.35

During the year ended June 30, ~~2024~~2025, the Company ~~sold~~ ~~yachts~~had prepayments into ~~the~~Weiguan ~~aggregate~~Ship ~~amount~~ of $1312,~~508,036 to Jiiazhou Yacht Company, an entity owned by Yun-Kuang Kun~~169. ~~Of this amount, $1,226,980 is included in accounts receivable as of year end.~~

OnIn addition, ~~June~~on 16and effective August 1, ~~2023~~2024, the Board of Directors (the “Board”) of the Company ~~loaned~~appointed ~~$313~~Mr. Tse-Ling Wang,~~743~~ Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to ~~Yun-Kuang~~the Board of Directors of the Company. Ms. Hwang, Mr. ~~Kung~~Wang and Mr. ~~The~~Kevin ~~amount~~Lee iswill ~~non~~each be issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-~~interest~~year, ~~bearing~~and each of Ms. Huang and isMr. ~~payable~~Pao onwill ~~May~~receive 3150,000 ~~2026.~~shares Asof ~~collateral~~the ~~security~~Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. The Board also approved the ~~amount~~issuance ~~due~~of 150,000 ~~Yun~~shares of the Company’s common stock to Mr. Shang-~~Kuang~~Chiai Kung, ~~has~~the Chairman of the Board, in consideration ~~agreed~~of tohis ~~grant~~service for a period of one-year. The Company issued an aggregate of 700,000 shares of the Company’s acommon ~~lien~~stock onduring the ayear ~~yacht~~ended June 30, 2025 with a fair value of ~~approximately $400~~1,932,000 as prepaid stock compensation expense. During the year ended June 30, ~~2024~~2025, the ~~Yun-Kuang~~Company ~~Kung~~expensed ~~repaid~~1,771,000 from prepaid expense as stock compensation expense. As of June 30, 2025, the Company ofhad ~~approximately~~prepaid Chairman and Directors’ compensation of $15161,000.

AsMoreover, on ofSeptember ~~June 30~~1, 2024, ~~Vivic~~the HKCompany ~~owed~~entered ~~$106,317~~an employment agreement with Mr. Hong Hsin Lai to ~~Yun-Kuang~~serve as the Company’s Chief Technology ~~Kung~~Officer ~~for~~(“CTO”). ~~amounts~~The ~~loaned~~agreement towas ~~Vivic~~approved HKby the Board on October 8, 2024. ~~After~~The ~~offsetting~~Company ~~amounts~~will ~~payable~~pay ~~due~~Mr. ~~Yun-Kuang~~Lai ~~Kung~~50,000 shares of the Company’s ~~outstanding~~common ~~amount~~stock ~~receivable~~in the first year of employment. The shares are to be paid in full within four months from ~~Yun~~September 1, 2024. If the employment agreement is renewed after one-~~Kuang~~year, the Company will pay Mr. Lai 20,000 shares of the Company’s common ~~Kung~~stock ~~was~~each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $~~186~~85,~~948~~417 asstock compensation expense for shares issued to Mr. Lai. As of June 30, ~~2024~~2025, the Company had prepaid Chairman and Directors’ compensation of $17,083.

AsAt the time of ~~June 30,~~ the ~~Company~~sale ~~was~~of ~~indebted~~Weiguan Ship to ~~Shang~~Mr. Yun-~~Chiaih~~ Kuang Kung, ~~and~~the ~~Liu-Shiang~~son ~~Kung~~of ~~Hwang~~our inChairman, Weiguan Ship was indebted to the ~~amounts~~Company in the amount of $2~~,815~~.51 ~~and~~million ~~$183,838,~~representing ~~respectively,~~amounts ~~for~~loaned ~~loans~~to Weiguan Ship to support its operations during the ~~Company~~period it was our subsidiary. Prior ~~These~~to ~~amounts~~the ~~are~~sale of Weiguan Ship this amount was eliminated in preparing consolidated financial statements. The amount due from Weiguan Ship, $2,512,934 as of June 30, 2025, is non-interest bearing, ~~unsecured~~ and payable on demand.

On June 16, 2023, the Company loaned $313,743 to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a value of approximately $400,000. During the year ended June 30, 2025, Yun-Kuang Kung repaid the amount due to the Company in full.

As of June 30, 2025, the Company was indebted to Yun-Kuang Kung, Shang-Chiaih Kung and Liu-Shiang Kung Hwang in the amounts of $106,198, $178,651 and $54,205, respectively, for loans to the Company. These amounts are non-interest bearing, unsecured and payable on demand.

Imputed interest on amounts due to related parties is not significant.

Apart from the transactions and balances detailed elsewhere in the accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current independent registered public accounting firm is YCM CPA INC. We engaged YCM CPA INC. on March 23, 2022. The following table shows their fees for audit and other services in relation to our June 30, ~~2024~~2025 and ~~2023~~2024 fiscal years:

	~~For the fiscal years ended June 30,~~	For the fiscal years ended June 30,
	2024		2023
		2025		2024
Audit service:	$	4075,~~128~~150	$	2540,~~000~~128
Audited related services:		-		-
Tax service:		-		-
Others:		-		-
Total:	$	4075,~~128~~150	$	2540,~~000~~128

3436

ITEM 15. EXHIBITS

The following exhibits are filed as part of this Annual Report.

3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 as filed with the SEC on July 5, 2017).
3.2	Certificate of Amendment to Articles of Incorporation filed April 8, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024).
3.3	Certificate of Designation filed April 9, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024).
3.4	Certificate of Amendment to Articles of Incorporation filed November 18, 2019. (incorporated by reference to Exhibit 3.4 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
3.5	Certificate of Amendment to Articles of Incorporation filed January 16, 2020. (incorporated by reference to Exhibit 3.5 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
3.6	Certificate of Correction filed January 17, 2020. (incorporated by reference to Exhibit 3.6 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
3.7	Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock filed December 9, 2020. (incorporated by reference to Exhibit 3.7 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
3.8	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 as filed with the SEC on July 5, 2017).
4.1	Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
10.1	Stock Purchase Agreement dated July 12, 2023, between Vivic Corporation (Hong Kong) Co. Limited and Yun-Kuang Kung (incorporated by reference to report on Form 8-K dated July 12, 2023).
10.2	Debt Conversion Agreement dated May 26, 2023, between the Company and Yun-Kuang Kung (incorporated by reference to report on Form 8-K dated May 26, 2023)
10.3	Employment Agreement dated January 7, 2025, by and between the Company and Tse-Ling Wang (incorporated by reference to report on Form 8-K dated January 13, 2025)
10.4	Employment Agreement dated January 7, 2025, by and between the Company and Andy F Wong (incorporated by reference to report on Form 8-K dated January 13, 2025)
10.5	Employment Agreement dated October 1, 2024, by and between the Company and Kun-Teng Liao (incorporated by reference to report on Form 8-K dated January 27, 2025)
10.6	Electric Catamaran Yacht Co-Development Agreement dated January 29, 2025, between the Company and Acel Power Inc. (incorporated by reference to report on Form 10-Q dated February 14, 2025)
10.7*	Yacht Sales Contract (“Purchase and Sale Agreement”) dated January 29, 2025, between the Company and Acel Power Inc.
14.1	Code of Ethics (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
21.1	List of Subsidiaries (incorporated by reference to Exhibit 421.1 to the Company’s Report on Form 10-K as filed with the SEC on April 16, 2024)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 of 15d-14 of Securities Exchange Act of 1934.
32.1**	Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2**	Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

* Filed herewith

** Furnished Herewith

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

35ITEM 16. FORM 10-K SUMMARY.

~~SIGNATURES~~None.

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~37

	Vivic Corp
	(Registrant)
Date: October 23, 2024	By:	/s/ Shang-Chiai Kung
		Shang-Chiai Kung
		President and Chief Executive Officer, Chairman of the Board, Director Principal Executive Officer

SIGNATURES

~~Pursuant~~In toaccordance with the requirements of the ~~Securities~~ Exchange Act, ofthe ~~1934,~~registrant caused this report ~~has~~to ~~been~~be signed ~~below by the following persons~~ on its behalf ofby the undersigned, ~~registrant~~thereunto ~~and~~duly ~~in the capacities and on the dates indicated~~authorized.

Name		Title	Date
	Vivic Corp
/s/ Shang-Chiai Kung		President and Chief Executive,	October 23, 2024
	(Registrant)
Shang-Chiai Kung
Date: September 30, 2025	By:	/s/ Tse-Ling Wang
/s/ Tse-Ling Wang		Director	October 23, 2024
		Tse-Ling Wang
Tse-Ling Wang
		Chief Executive Officer and Secretary Principal Executive Officer
/s/ Liu-Shiang Kung Hwang		Director	October 23, 2024
/s/ Hui Ming Pao		Director	October 23, 2024
Hui Ming Pao
/s/ Kevin Lee		Director	October 23, 2024
Kevin Lee
/s/ Amy Huang		Director	October 23, 2024

36Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

VIVIC CORP.

Name	Title	Date

/s/ Tse-Ling Wang	Chief Executive Officer and Secretary	September 30, 2025
Tse-Ling Wang	(Principal Executive Officer)

/s/ Andy F Wong	Chief Financial Officer	September 30, 2025
Andy F Wong	(Principal Financial Officer; principal accounting officer)

/s/ Shang-Chiai Kung	Director and Chairman	September 30, 2025
Shang-Chiai Kung

/s/ Liu-Shiang Kung Hwang	Director	September 30, 2025
Liu-Shiang Kung Hwang

/s/ Hui Ming Pao	Director	September 30, 2025
Hui Ming Pao

/s/ Kevin Lee	Director	September 30, 2025
Kevin Lee

/s/ Amy Huang	Director	September 30, 2025
Amy Huang

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~38

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of June 30, 2024 and 2023		F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2024 and 2023		F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended June 30, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7

VIVIC CORP.

~~F-1~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~F-1

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED ~~Directors~~PUBLIC ~~and~~ACCOUNTING FIRM

~~Stockholders~~To the Shareholders and the Board of Directors of VIVIC CORP.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VIVIC CORP. and subsidiaries (collectively, the “Company”) as of June 30, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the years ended June 30, ~~2024~~2025 and ~~2023~~2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for years ended June 30, ~~2024~~2025 and ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As ~~discussed~~ discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit as of June 30, ~~2024~~2025, and negative cash flows from operations. The Company does not have sustained and stable income, and there is also significant uncertainty in the income for the next 12 months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audits provide a reasonable basis for our opinion.

~~Critical Audit Matters~~F-2

Critical ~~audit~~Audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.Matters

~~Evaluation~~Critical ofaudit matters are matters arising from the ~~Identification~~current period audit of ~~Related~~the ~~Parties~~consolidated financial statements that were communicated or are required to be communicated to the audit committee and ~~Related~~that: ~~Party~~(1) ~~Transactions~~relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

~~Description~~Evaluation of the ~~Matter~~Identification of Related Parties and Related Party Transactions

AsDescription ~~disclosed in Notes 16 to the consolidated financial statements, the Company engages in transactions with related parties, which are integral to its operations. These transactions include prepayments~~ of ~~goods and working capital injections. We identified~~ the evaluation of the identification of related parties and related-party transactions as a critical audit matter due to the complexity and the inherent risk of omission or incomplete disclosure of related parties and their transactions. The potential for these transactions to not be conducted on arm’s length terms, along with the extensive nature of transactions.Matter

~~How~~As Wedisclosed ~~Addressed~~in Notes 15 to the ~~Matter~~consolidated financial statements, the Company engages in ~~Our~~transactions ~~Audit~~with related parties, which are integral to its operations. These transactions include prepayments of goods and working capital injections. We identified the evaluation of the identification of related parties and related-party transactions as a critical audit matter due to the complexity and the inherent risk of omission or incomplete disclosure of related parties and their transactions. There is potential for these transactions to not be conducted on arm’s length terms, along with the extensive nature of transactions.

InHow ~~order~~We toAddressed ~~address~~ the ~~matter~~Matter ~~above,~~in ~~our~~Our ~~audit procedures included, among others,~~Audit

~~(1)~~In order ~~Gaining~~to ~~and~~address ~~understanding of~~ the ~~Company’s~~matter ~~process for identifying related parties and related-party transactions~~above, ~~reviewing~~our ~~the~~audit ~~Company’s policies and~~ procedures ~~for identifying and disclosing such relationships and transactions~~included, asamong ~~well as the controls in place to ensure completeness and accuracy.~~others,

(2) Conducting inquiries with management and those charged with governance to identify all related parties and understand the nature of transactions with these parties. We also obtained confirmations from identified related parties to corroborate the information provided by management.

(1)	Gaining an understanding of the Company’s process for identifying related parties and related-party transactions, reviewing the Company’s policies and procedures for identifying and disclosing such relationships and transactions, as well as the controls in place to ensure completeness and accuracy.

(2)	Conducting inquiries with management and those charged with governance to identify all related parties and understand the nature of transactions with these parties. We also obtained confirmations from identified related parties to corroborate the information provided by management.

(3)	For significant related-party transactions identified during the audit, we reviewed the underlying contracts and agreements to assess whether the terms and conditions were consistent with those of arm’s length transactions.

(4)	Conducting targeted searches for potential undisclosed related-party relationship using the names of the entities, key management personnel, significant shareholders and known related parties.

(5)	Reviewing the financial statement disclosures related to related parties and related-party transactions to ensure they were complete and in accordance with the relevant financial reporting framework.

(3) For significant related-party transactions identified during the audit, we reviewed the underlying contracts and agreements to assess whether the terms and conditions were consistent with those of arm’/s/ YCM ~~length~~CPA ~~transactions~~INC.

~~(4)~~We have ~~Conducting~~served ~~targeted~~as ~~searches for potential undisclosed related-party relationship using~~ the ~~names~~Company’s ofauditor ~~the~~since ~~entities, key management personnel, significant shareholders and known related parties~~2022.

~~(5)~~PCAOB ID ~~Reviewing the financial statement disclosures related to related parties and related-party transactions to ensure they were complete and in accordance with the relevant financial reporting framework.~~6781

~~/s/ YCM~~Irvine, ~~CPA INC.~~California

~~We have~~September ~~served~~30, ~~as the Company’s auditor since 2022.~~2025

~~PCAOB ID 6781~~F-3

~~Irvine,~~VIVIC ~~California~~CORP.

~~October~~CONSOLIDATED ~~22,~~BALANCE ~~2024~~SHEETS

F-2

	June 30, 2025			June 30, 2024

ASSETS
Current assets
Cash and cash equivalents	$	41,903		$	310,859
Accounts receivable - related party		-			1,242,388
Note receivable		-			159,708
Prepayments		354,705			250,794
Prepayments - related party		936,146			250,462
Prepayments		936,146			250,462
Other receivables		9,319			92,974
Inventory		4,249			3,821
Total current assets		1,346,322			2,311,006

Non-current assets
Due from related parties		2,512,934			2,552,368
Property and equipment, net		302			715
Intangible assets, net		-			1,970
Total non-current assets		2,513,236			2,555,053

TOTAL ASSETS	$	3,859,558		$	4,866,059

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	-		$	142,272
Accounts payable - related party		-			903,728
Accounts payable		-			903,728
Accrued liabilities and other payables		277,566			220,175
Deferred revenue		698,691			58,930
Tax payable		84,100			149,773
Due to related parties		339,054			186,631
Short-term loan		565,456			-
Total current liabilities		1,964,867			1,661,509

Non-Current liabilities
SBA loan payable		87,500			87,500
Long-term loan		-			523,883
Total non-current liabilities		87,500			611,383

TOTAL LIABILITIES		2,052,367			2,272,892

Commitments and contingencies		-

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of June 30, 2025 and 2024		832			832
Common stock, $0.001 par value; 70,000,000 shares authorized; 27,410,921 shares issued and outstanding as of June 30, 2025, and 26,657,921shares issued and outstanding as of June 30, 2024		27,540			26,658
Additional paid-in capital		7,533,648			4,847,664
Accumulated other comprehensive income (loss)		(9,229	)		16,862
Accumulated deficit		(5,745,600	)		(2,298,849	)
Total stockholders’ equity		1,807,191			2,593,167

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,859,558		$	4,866,059

~~VIVIC~~The ~~CORP.~~accompanying notes are an integral part of these unaudited condensed consolidated financial statements

~~CONSOLIDATED BALANCE SHEETS~~F-4

	June 30, 2024			June 30, 2023
ASSETS
Current assets
Cash and cash equivalents	$	310,859		$	899,567
Accounts receivable - related party		1,242,388			-
Note receivable		159,708			-
Deposit and prepayments		250,794			967,173
Deposit and prepayments - related party		250,462			-
Deposit and prepayments		250,462			-
Other receivables		92,974			88,656
Inventory		3,821			823,622
Due from related parties		2,552,368			-
Other receivables		2,552,368			-
Total current assets		4,863,374			2,779,018
Non-current assets
Property and equipment, net		715			1,207
Intangible assets, net		1,970			4,514
Total non-current assets		2,685			5,721
Assets from discontinued operations		-			2,709,555
TOTAL ASSETS	$	4,866,059		$	5,494,294
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	142,272		$	35,019
Accounts payable - related party		903,728			-
Accounts payable		903,728			-
Accrued liabilities and other payables		220,175			204,966
Deferred revenue		58,930			2,357,247
Tax payable		149,773			5,894
Due to related parties		186,631			298,044
Total current liabilities		1,661,509			2,901,170
Non-Current liabilities
SBA loan payable		87,500			87,500
Long-term loan		523,883			545,922
Total non-current liabilities		611,383			633,422
Liabilities from discontinued operations		-			2,223,579
TOTAL LIABILITIES		2,272,892			5,758,171
Commitments and contingencies		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 shares issued and outstanding as of June 30, 2024 and 2023		832			832
Common stock, $0.001 par value; 70,000,000 shares authorized; 26,657,921 shares issued and outstanding as of June 30, 2024 and 2023		26,658			26,658
Additional paid-in capital		4,847,664			4,847,664
Accumulated other comprehensive income		16,862			10,332
Accumulated deficit		(2,298,849	)		(5,149,363	)
Total stockholders’ equity (deficit)		2,593,167			(263,877	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	4,866,059		$	5,494,294

VIVIC CORP.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~OPERATIONS anAND ~~integral~~COMPREHENSIVE ~~part~~INCOME ~~of these consolidated financial statements~~(LOSS)

F-3

	2025			2024
	For the Years Ended June 30,
	2025			2024

Revenue	$	-		$	4,428,580
Revenue - related party		44,515			1,522,112
Total revenue		44,515			5,950,692

Cost of revenue		126,927			4,152,372

Gross profit (loss)		(82,412	)		1,798,320

Operating expenses
Selling expenses		-			127,708
Share-based compensation		2,508,783			-
General and administrative expenses		784,492			513,411
Total operating expenses		3,293,275			641,119

Income (loss) from operations		(3,375,687	)		1,157,201

Other income (expenses)
Interest expense, net		(30,409	)		(23,683	)
Other income (expenses), net		(114,887	)		1,632
Total other expenses, net		(145,296	)		(22,051	)

Income (loss) before income taxes		(3,520,983	)		1,135,150

Income tax provision		(74,232	)		154,199

Net income (loss) from continuing operations		(3,446,751	)		980,951

Net income from discontinued operations		-			1,869,563

Net income (loss)	$	(3,446,751	)	$	2,850,514

Other comprehensive item
Foreign currency translation gain (loss)		(26,091	)		6,530

COMPREHENSIVE INCOME (LOSS)	$	(3,472,842	)	$	2,857,044

Weighted average common stock outstanding
Basic		26,979,067			26,657,921
Diluted		26,979,067			34,977,921

Net income (loss) from per share of common stock – Basic	$	(0.13	)	$	0.11
Net income (loss) from per share of common stock – Diluted	$	(0.13	)	$	0.08

~~VIVIC~~The ~~CORP.~~accompanying notes are an integral part of these consolidated financial statements

~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~ F-5

	2024			2023
	For the Years Ended June 30,
	2024			2023
Revenue	$	4,428,580		$	-
Revenue – related parties		1,522,112			-
Total revenue		5,950,692			-
Cost of sales		4,152,372			-
Gross profit		1,798,320			-
Operating expenses
Selling expenses		127,708			-
General and administrative expenses		513,411			280,483
Total operating expenses		641,119			280,483
Income (loss) from operations		1,157,201			(280,483	)
Other income (expenses)
Interest expense, net		(23,683	)		(9,316	)
Other income (expenses), net		1,632			(29,050	)
Total other expenses, net		(22,051	)		(38,366	)
Income (loss) before income taxes		1,135,150			(318,849	)
Income tax provision		154,199			-
Net income (loss) from continuing operations		980,951			(318,849	)
Net income (loss) from discontinued operations		1,869,563			(461,477	)
Net income (loss) for the period	$	2,850,514		$	(780,326	)
Other comprehensive income
Foreign currency translation gain		6,530			3,918
COMPREHENSIVE INCOME (LOSS)	$	2,857,044		$	(776,408	)
Weighted average common stock outstanding
Basic		26,657,921			23,136,714
Diluted		34,977,921			23,136,714
Net income (loss) from per share of common stock – Basic	$	0.11		$	(0.03	)
Net income (loss) from per share of common stock – Diluted	$	0.08		$	(0.03	)

VIVIC CORP.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENT ~~notes~~OF ~~are~~CHANGES anIN ~~integral~~STOCKHOLDERS’ ~~part of these consolidated financial statements~~EQUITY

~~F-4~~FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

VIVIC CORP.

	No. of shares		Amount		No. of shares		Amount		Additional paid-in capital		Other comprehensive income			Accumulated loss			Total stockholders’ equity
	Preferred stock				Common stock				Additional		Accumulated other						Total
	No. of shares		Amount		No. of shares		Amount		paid-in capital		comprehensive income (loss)			Accumulated loss			stockholders’ equity (deficit)
Balance as of June 30, 2023		832,000	$	832		26,657,921	$	26,658	$	4,847,664	$	10,332		$	(5,149,363	)	$	(263,877	)
Foreign currency translation adjustment		-		-		-		-		-		6,530			-			6,530
Disposal of subsidiaries		-		-		-		-		-		-			1,869,563			1,869,563
Net income for the period		-		-		-		-		-		-			980,951			980,951

Balance as of June 30, 2024		832,000		832		26,657,921		26,658		4,847,664		16,862			(2,298,849	)		2,593,167
Balance		832,000		832		26,657,921		26,658		4,847,664		16,862			(2,298,849	)		2,593,167

Foreign currency translation adjustment		-		-		-		-		-		(26,091	)		-			(26,091	)
Share-based compensation		-		-		881,409		882		2,685,984		-			-			2,686,866
Net loss for the period		-		-		-		-		-		-			(3,446,751	)		(3,446,751	)
Net income (loss)		-		-		-		-		-		-			(3,446,751	)		(3,446,751	)
Balance as of June 30, 2025		832,000	$	832		27,539,330	$	27,540	$	7,533,648	$	(9,229	)	$	(5,745,600	)	$	1,807,191
Balance		832,000	$	832		27,539,330	$	27,540	$	7,533,648	$	(9,229	)	$	(5,745,600	)	$	1,807,191

The ~~CONSOLIDATED~~accompanying ~~STATEMENT~~notes OFare ~~CHANGES~~an INintegral ~~STOCKHOLDERS’~~part ~~EQUITY~~of ~~(DEFICIT)~~these consolidated financial statements

~~FOR THE YEARS ENDED JUNE 30, 2024 AND 2023~~F-6

	No. of shares		Amount		No. of shares		Amount		paid-in capital			income (loss)		Accumulated loss			Noncontrolling interests			equity (deficit)
	Preferred stock				Common stock				Additional			Accumulated other comprehensive								Total stockholders’
	No. of shares		Amount		No. of shares		Amount		paid-in capital			income (loss)		Accumulated loss			Noncontrolling interests			equity (deficit)
Balance as of June 30, 2022		832,000	$	832		25,546,810	$	25,547	$	3,873,719		$	6,414	$	(4,369,037	)	$	(124,944	)	$	(587,469	)
Shares issued for loan settlement		-		-		1,111,111		1,111		1,098,889			-		-			-			1,100,000
Acquisition of minority equity of a subsidiary		-		-				-		(124,944	)		-		-			127,542			2,598
Foreign currency translation adjustment		-		-		-		-		-			3,918		-			(2,598	)		1,320
Net loss for the period		-		-		-		-		-			-		(780,326	)		-			(780,326	)
Balance as of June 30, 2023		832,000		832		26,657,921		26,658		4,847,664			10,332		(5,149,363	)		-			(263,877	)
Balance		832,000		832		26,657,921		26,658		4,847,664			10,332		(5,149,363	)		-			(263,877	)
Foreign currency translation adjustment		-		-		-		-		-			6,530		-			-			6,530
Disposal of subsidiaries															1,869,563						1,869,563
Net income for the period		-		-		-		-		-			-		980,951			-			980,951
Net income (loss) for the period		-		-		-		-		-			-		980,951			-			980,951
Balance as of June 30, 2024		832,000	$	832		26,657,921	$	26,658	$	4,847,664		$	16,862	$	(2,298,849	)	$	-		$	2,593,167
Balance		832,000	$	832		26,657,921	$	26,658	$	4,847,664		$	16,862	$	(2,298,849	)	$	-		$	2,593,167

VIVIC CORP.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~CASH ~~an integral part of these consolidated financial statements~~FLOWS

F-5

	2025			2024
	For the Years Ended June 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,446,751	)	$	980,951
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expenses		2,440			2,861
Bad debt direct write-off and provision		86,026			-
Stock compensation expenses		2,508,783			-
Changes in operating assets and liabilities:
Accounts receivable		15,580			-
Accounts receivable - related party		1,226,980			(1,242,690	)
Note receivable		161,491			(162,831	)
Prepayments		(70,749	)		691,314
Prepayments - related party		(188,642	)		(255,359	)
Other receivables		(373	)		(8,169	)
Inventory		-			801,929
Accounts payable		(143,860	)		110,791
Accounts payable - related party		(1,215,728	)		903,728
Accrued liabilities and other payables		56,361			15,281
Deferred revenue		624,772			(2,246,228	)
Tax payables		(74,975	)		146,934
Net cash used in operating activities		(458,645	)		(261,488	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		561,420			48,249
Repayment to related parties		(358,091	)		(352,329	)
Repayment of loan		(140,222	)		-
Proceed from loans		124,642			-
Net cash provided by (used in) financing activities		187,749			(304,080	)

Effect of exchange rate change on cash and cash equivalents		1,940			(23,140	)

NET DECREASE IN CASH & CASH EQUIVALENTS		(268,956	)		(588,708	)

CASH & CASH EQUIVALENTS, BEGINNING OF THE YEAR		310,859			899,567

CASH & CASH EQUIVALENTS, END OF THE YEAR	$	41,903		$	310,859
		-
Supplemental Cash Flows Information:
Cash paid for income tax	$	-		$	1,530
Cash paid for interest	$	30,577		$	28,773

~~VIVIC~~The ~~CORP.~~accompanying notes are an integral part of these consolidated financial statements

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~F-7

	2024			2023
	For the Years Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$	980,951		$	(318,849	)
Adjustments to reconcile net income (loss) from continuing operations to net cash (used in) provided by operating activities:
Depreciation and amortization expenses		2,861			2,968
		-			-
Changes in operating assets and liabilities:
Accounts receivable - related party		(1,242,690	)		-
Note receivable		(162,831	)		-
Deposit and prepayments		691,314			(970,973	)
Deposit and prepayments - related party		(255,359	)		-
Deposit and prepayments		(255,359	)		-
Other receivables		(8,169	)		(88,774	)
Inventory		801,929			(835,185	)
Accounts payable		110,791			35,511
Accounts payable - related party		903,728			-
Accrued liabilities and other payables		15,281			92,211
Deferred revenue		(2,246,228	)		2,390,340
Tax payables		146,934			5,977
Net cash (used in) provided by continuing operations		(261,488	)		313,226
Net cash used in discontinued operations		-			(1,239,304	)
Net cash (used in) provided by operating activities		(261,488	)		(926,078	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		-			-
Net cash used in continuing operations		-			-
Net cash used in discontinued operations		-			(180,787	)
Net cash used in investing activities		-			(180,787	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		48,249			63,336
Repayment to related parties		(352,329	)		(120,882	)
Proceeds from loans		-			553,586
Net cash (used in) provided by continuing operations		(304,080	)		496,040
Net cash provided by discontinued operations		-			1,453,069
Net cash (used in) provided by financing activities		(304,080	)		1,949,109
Effect of exchange rate change on cash and cash equivalents		(23,140	)		(6,198	)
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS		(588,708	)		836,046
CASH & CASH EQUIVALENTS, BEGINNING OF THE PERIOD		899,567			63,521
CASH & CASH EQUIVALENTS, END OF THE PERIOD	$	310,859		$	899,567
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and cash equivalents		-			899,567
Cash and cash equivalents included in assets classified as held for sale		-			57,258
Total of cash and cash equivalents	$	-		$	956,825
Supplemental Cash Flows Information:
Continuing operations:
Cash paid for interest	$	28,773		$	15,292
Cash paid for income tax	$	1,530		$	-
Supplemental Disclosure of Non-Cash Flows Information:
Common stock issued for loan settlement	$	-		$	1,100,000

VIVIC CORP.

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONSOLIDATED ~~are~~FINANCIAL ~~an integral part of these consolidated financial statements~~STATEMENTS

~~F-6~~NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

VIVIC CORP. (the “VIVC”) was established under the corporate laws of the State of Nevada on February 16, 2017. Beginning with a change in management resulting from a change in control of the Company which occurred at the end of 2018, the Company has explored and initiated operations in a number of business areas related to the pleasure boat industry. These included yacht sales, marine tourism, development of electric powered yachts, development and operation of yacht marinas in Asia and the development of a yacht rental and time share service. More recently, the Company determined to focus its efforts on yacht sales in Taiwan and other selected regions throughout the world. The Company is the exclusive distributor of Monte-Fino yachts in Asia and the Middle East and is the non-exclusive distributor in other territories throughout the world for which Monte-Fino has not appointed an exclusive distributor. Monte Fino is a well-known brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world.

~~NOTES~~The TOCompany’s ~~CONSOLIDATED~~headquarters ~~FINANCIAL~~are ~~STATEMENTS~~maintained at its branch in the Republic of China (“ROC” or “Taiwan”), Vivic Corp. Taiwan Branch (“Vivic Taiwan”). It is mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries.

~~NOTE–~~On July 12, 2023, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”, son of Shang-Chiai Kung, who was then the Company’s principal shareholder, President and Chief Executive Officer), pursuant to which, Mr. Kung acquired all of the shares of the Company’s wholly owned subsidiary Guangdong Weiguan Ship Tech Co., Ltd (“Weiguan Ship”). In consideration for its interest in Weiguan Ship, the Company received RMB 1,000 ($137) and ~~ORGANIZATION~~the ~~AND~~agreement ~~BUSINESS~~of ~~BACKGROUND~~Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes.

~~VIVIC~~Description ~~CORP. (the “VIVC”) was established under the corporate laws~~ of ~~the~~subsidiaries ~~State~~as of ~~Nevada~~June ~~on February 16~~30, ~~2017.~~ ~~Beginning~~2025 with a change in management resulting from a change in control of the Company which occurred at the end of 2018, the Company has explored and initiated operations in a number of business areas related to the pleasure boat industry. These included yacht sales, marine tourism, development of electric powered yachts, development and operation of yacht marinas in Asia and the development of a yacht rental and time share service. More recently, the Company determined to focus its efforts on yacht sales in Taiwan and other selected regions throughout the world. The Company is ~~the~~as exclusive distributor of Monte-Fino yachts in Asia and the Middle East and is the non-exclusive distributor in other territories throughout the world for which Monte-Fino has not appointed an exclusive distributor. Monte Fino is a well-known brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world.follows:

~~The Company’s~~ SCHEDULE ~~headquarters~~OF ~~are~~DESCRIPTION ~~maintained~~OF at its branch in the Republic of China (“ROC” or “Taiwan”), Vivic Corp. Taiwan Branch (“Vivic Taiwan”). It is mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries.SUBSIDIARIES

On July 12, 2023, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”, son of Shang-Chiai Kung, the Company’s principal shareholder, President and Chief Executive Officer), pursuant to which, Mr. Kung acquired all of the shares of the Company’s wholly owned subsidiary Guangdong Weiguan Ship Tech Co., Ltd (“Weiguan Ship”). In consideration for its interest in Weiguan Ship, the Company received RMB 1,000 ($137) and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes.

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	Holding company and tourism consultancy service	52,000,000 ordinary shares for HK$2,159,440		100	%
Vivic Corp. Taiwan Branch	The Republic of China (Taiwan)	Provision of yacht service	Registered: TWD 13,000,000, Paid Up: TWD 13,000,000		100	%

~~Description~~On October 9, 2024, the Board of ~~subsidiaries~~Directors asof the Company adopted a resolution changing the fiscal year end of the Company to June 30, effective June 30, 2024. isManagement asbelieves ~~follows:~~the change will cause the Company’s annual financial statements to more accurately reflect the Company’s performance and facilitate the timely preparation of its periodic reports required to be filed with the Securities and Exchange Commission.

~~SCHEDULE~~NOTE 2 OF– ~~DESCRIPTION~~SUMMARY OF ~~SUBSIDIARIES~~SIGNIFICANT ACCOUNTING POLICIES

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	Holding company and tourism consultancy service	52,000,000 ordinary shares for HK$2,159,440		100%
Vivic Corp. Taiwan Branch	The Republic of China (Taiwan)	Provision of yacht service	Registered: TWD 13,000,000, Paid up: TWD13,000,000		100%

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.

~~VIVC~~● ~~and~~Basis ~~its~~of ~~subsidiaries are hereinafter referred to as (the “Company”).~~presentation

~~On October 9, 2024, the Board of Directors of the Company adopted a resolution~~These ~~changing~~accompanying ~~the~~consolidated ~~fiscal~~financial ~~year~~statements ~~end~~have ofbeen ~~the~~prepared ~~Company~~in toaccordance ~~June~~with ~~30,~~generally ~~effective~~accepted ~~June~~accounting ~~30,~~principles ~~2024.~~in ~~Management believes~~ the ~~change will cause the Company’s~~ ~~annual~~United ~~financial~~States ~~statements to more accurately reflect the Company’s performance and facilitate the timely preparation~~ of ~~its~~America ~~periodic reports~~(“U.S. ~~required to be filed with the Securities and Exchange Commission~~GAAP”).

~~NOTE– 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~F-8

~~The~~● ~~accompanying~~Use ~~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.~~estimates

●Preparing ~~Basis~~these consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of ~~presentation~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Actual results may differ from these estimates.

~~These~~● ~~accompanying~~Principles ~~consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States~~ of ~~America (“U.S. GAAP”).~~consolidation

FThe consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-7company balances and transactions within the Company have been eliminated upon consolidation.

● ~~Use~~Cash ofand ~~estimates~~cash equivalents

~~Preparing~~Cash ~~these consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates~~ and ~~assumptions that~~cash ~~affect~~equivalents ~~the~~consist ~~reported~~primarily ~~amounts~~ of ~~assets~~cash ~~and~~in ~~liabilities~~readily ~~and~~available ~~disclosure~~checking ~~of contingent assets~~ and ~~liabilities~~saving ataccounts. ~~the~~Cash ~~date~~equivalents consist of ~~the consolidated~~highly ~~financial~~liquid ~~statements~~investments ~~and~~that ~~the~~are ~~reported~~readily ~~amounts~~convertible ofto ~~revenues~~cash and ~~expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible~~ that ~~the~~mature ~~estimate~~within ofthree ~~the~~months ~~effect of a condition, situation~~ or ~~set of~~less ~~circumstances~~from ~~that existed at~~ the date of ~~the~~purchase. ~~consolidated~~The ~~financial statements, which management considered in formulating its estimate,~~carrying ~~could~~amounts ~~change~~approximate infair ~~the~~value ~~near term~~ due to ~~one~~the orshort ~~more~~maturities ~~future~~of ~~confirming events. Such estimates may be subject to change as more current information becomes available. Actual results may differ from~~ these ~~estimates~~instruments.

● ~~Principles~~Credit ~~of consolidation~~losses

~~The~~On ~~consolidated~~January ~~financial~~1, ~~statements~~2023, ~~include~~ the ~~financial~~Company ~~statements~~adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of ~~VIVC~~Credit ~~and~~Losses ~~its~~on ~~subsidiaries~~Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. ~~All~~The ~~significant~~adoption ~~inter-company~~of ~~balances~~the credit loss accounting ~~and~~standard ~~transactions~~has ~~within~~no material impact on the Company’s ~~have~~consolidated ~~been~~financial ~~eliminated~~statements ~~upon~~as ~~consolidation~~of January 1, 2023.

●The ~~Cash~~Company’s accounts receivable and ~~cash~~other ~~equivalents~~receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses. When establishing the loss rate, the Company makes the assessment based on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that a receivable is unlikely to be collected.

~~Cash~~Expected ~~and~~credit ~~cash~~losses ~~equivalents~~are ~~consist~~recorded ~~primarily~~as ofallowance ~~cash~~for incredit ~~readily~~losses ~~available~~on ~~checking~~the ~~and~~consolidated ~~saving~~statements ~~accounts~~of operations. ~~Cash~~After ~~equivalents~~all ~~consist~~attempts ofto ~~highly~~collect ~~liquid~~a ~~investments~~receivable ~~that~~have ~~are~~failed, ~~readily~~the ~~convertible~~receivable tois ~~cash~~written ~~and~~off ~~that~~against ~~mature~~the ~~within~~allowance. ~~three~~In ~~months~~the orevent ~~less~~the ~~from~~Company ~~the~~recovers ~~date~~an ofamount ~~purchase.~~that ~~The~~it ~~carrying~~previously ~~amounts~~reserved ~~approximate~~for, ~~fair~~the ~~value~~Company ~~due~~will toreduce the ~~short~~specific ~~maturities~~allowance offor ~~these~~credit ~~instruments~~losses.

● ~~Credit~~Accounts ~~losses~~receivable

OnAccounts ~~January~~receivable 1,are ~~2023,~~recorded at the ~~Company~~invoiced ~~adopted~~amount ~~Accounting~~and ~~Standards~~do ~~Update~~not ~~2016-13~~bear ~~“Financial~~interest ~~Instruments~~and —are ~~Credit~~due ~~Losses~~within ~~(Topic 326)~~contractual payment terms, ~~Measurement~~generally 30 to 90 days from completion of service. Credit ~~Losses~~is extended based on ~~Financial~~an ~~Instruments~~evaluation of a customer’s financial condition,” ~~which~~the ~~replaces~~customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the ~~incurred~~contractual ~~loss~~payment ~~methodology~~terms ~~with~~are anconsidered ~~expected~~past ~~loss~~due. ~~methodology~~Past ~~that~~due isbalances ~~referred~~over to90 asdays and over a specified amount are reviewed individually for collectability. Under the current expected credit loss ~~(“CECL”)~~model, ~~methodology.~~at ~~The~~the ~~adoption~~end of each period, the Company specifically evaluates each individual customer’s financial condition, credit ~~loss~~history, ~~accounting~~and ~~standard~~the ~~has~~current noeconomic ~~material~~conditions ~~impact~~to onmonitor the progress of the collection of accounts receivable. The Company’s ~~consolidated~~considers the ~~financial~~allowance ~~statements~~for asdoubtful accounts for any estimated losses resulting from the inability of ~~January~~its 1customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts ~~2023~~due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2025 and 2024, the Company had no allowance for doubtful accounts.

~~The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss~~F-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment based on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that a receivable is unlikely to be collected.9

~~Expected~~● credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers an amount that it previously reserved for, the Company will reduce the specific allowance for credit losses.Prepayments

●The ~~Accounts~~Company ~~receivable~~makes advances to certain vendors to purchase finished goods and service. The advances are interest-free and unsecured. As of June 30, 2025 and 2024, the Company had prepayment to vendors of $336,736 and $250,794, respectively.

~~Accounts~~● receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2024 and 2023, the Company had no allowance for doubtful accounts.Inventories

●Inventories are ~~Advances~~stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made to ~~Suppliers~~write down inventories to market value, if lower.

~~The~~● ~~Company~~Property ~~makes advances to certain vendors to purchase finished goods~~ and ~~service. The advances are interest-free and unsecured. As of June 30, 2024 and 2023, the Company had advanced to suppliers $250,794 and $967,173 respectively.~~equipment

●Property ~~Inventories~~and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets become fully operational and after taking into account their estimated residual values:

~~Inventories are~~ SCHEDULE ~~stated~~OF atPROPERTY ~~the~~AND ~~lower~~EQUIPMENT ofEXPECTED ~~cost~~USEFUL or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made to write down inventories to market value, if lower.LIVES

~~F-8~~Expected useful life Office equipment 5 years

●Expenditures ~~Property~~for repairs and ~~equipment~~maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

~~Property,~~● ~~plant,~~Intangible and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the following expected useful lives from the date on which assets ~~become fully operational and after taking into account their estimated residual values:~~

~~SCHEDULE~~Intangible OFassets ~~PROPERTY~~are ~~AND~~stated ~~EQUIPMENT~~at ~~EXPECTED~~cost ~~USEFUL~~less ~~LIVES~~accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years.

	Expected useful life
Service yacht		10 years
Motor vehicle		5 years
Office equipment		5 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. During the years ended June 30, 2025 and 2024, there were no intangible asset impairments to be recorded.

~~Expenditures~~● ~~for~~Deferred repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.revenue

●Deferred ~~Intangible~~revenue ~~assets~~represents advance payments made by a customer for goods and services the Company will provide in the future. Due to its short-term nature, ~~net~~deferred revenue is usually satisfied within the 12 months.

~~Intangible~~● ~~assets~~Revenue are stated at cost less accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased software which are amortized on a straight-line basis over a useful life of 10 years.recognition

~~The~~In ~~Company~~accordance ~~follows~~with Accounting Standard Codification (“ASC”) Topic ~~350~~606, in“Revenue ~~accounting~~from ~~for~~Contracts ~~intangible~~with ~~assets~~Customers”, the ~~which~~Company ~~requires~~recognizes ~~impairment~~revenues ~~losses~~when goods or services are transferred to becustomers ~~recorded~~in ~~when~~an ~~indicators~~amount ofthat reflects the consideration which ~~impairment~~the ~~are~~Company ~~present~~expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the ~~undiscounted~~Company ~~cash~~performs ~~flows~~the ~~estimated~~following tofive-step beanalysis: ~~generated~~(i) byidentification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the ~~assets~~transaction ~~are~~price; ~~less~~(iv) ~~than~~allocation of the ~~assets’~~transaction ~~carrying~~price to the performance ~~amounts.~~obligations, ~~During~~and (v) recognition of revenues when (or as) the ~~years~~Company ~~ended~~satisfies ~~June~~each 30performance obligation. The Company derives revenues from processing, ~~2024~~distribution, and ~~2023~~sales of its products, ~~there~~mainly ~~were~~yachts. noThe ~~intangible~~Company ~~asset~~recognize ~~impairments~~its torevenue beat ~~recorded~~a point in time when the control of the products has been transferred to customers.

~~● Deferred revenue~~F-10

~~Deferred~~● ~~revenue~~Comprehensive ~~represents~~income ~~advance payments made by a customer for goods and services the Company will provide in the future. Due to its short-term nature, deferred revenue is usually satisfied within the 12 months.~~(loss)

●ASC ~~Revenue~~Topic ~~recognition~~220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components, and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of stockholders’ equity deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income (loss) is not included in the computation of income tax expense or benefit.

In● ~~accordance~~Income with Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from processing, distribution, and sales of its products, mainly yachts. The Company recognize its revenue at a point in time when the control of the products has been transferred to customers.taxes

●Income ~~Comprehensive~~taxes ~~income~~are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (~~loss~~“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC ~~Topic~~740 ~~220,~~prescribes ~~“Comprehensive~~a ~~Income”,~~comprehensive ~~establishes~~model ~~standards~~ for ~~reporting~~how ~~and~~companies ~~display~~should ofrecognize, ~~comprehensive income~~measure, ~~its components~~present, and ~~accumulated~~disclose ~~balances.~~in ~~Comprehensive~~their ~~income~~financial asstatements uncertain ~~defined~~tax ~~includes~~positions ~~all~~taken ~~changes~~or inexpected ~~equity~~to ~~during~~be ataken ~~period~~on ~~from~~a ~~non-owner~~tax ~~sources~~return. ~~Accumulated other~~Under ~~comprehensive~~ASC ~~income~~740, astax ~~presented~~positions must initially be recognized in the financial ~~accompanying~~statements ~~consolidated~~when ~~statements~~it ofis ~~stockholders’~~more ~~equity~~likely ~~deficit,~~than ~~consists of~~not ~~changes~~the inposition ~~unrealized~~will ~~gains~~be ~~and~~sustained ~~losses~~upon onexamination ~~foreign~~by ~~currency~~the ~~translation~~tax authorities. ~~This~~Such ~~comprehensive~~tax positions ~~income~~must ~~(loss)~~initially isand ~~not~~subsequently ~~included~~be inmeasured as the ~~computation~~ largest amount of ~~income~~tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax ~~expense~~authority orassuming ~~benefit~~full knowledge of the position and relevant facts.

~~F-9~~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.

● ~~Income~~Foreign ~~taxes~~currencies translation

~~Income~~Transactions ~~taxes~~denominated ~~are determined~~ in ~~accordance~~currencies ~~with~~other than the ~~provisions~~functional ofcurrency ~~ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities~~ are ~~recognized~~translated ~~for~~into the ~~future~~functional ~~tax~~currency ~~consequences~~at ~~attributable~~the toexchange ~~differences~~rates ~~between~~prevailing at the ~~financial~~ ~~statement~~dates ~~carrying amounts~~ of ~~existing assets and liabilities and their respective tax basis~~transactions. ~~Deferred~~Monetary ~~tax~~ assets and liabilities ~~are~~ ~~measured~~denominated ~~using~~in ~~enacted~~currencies ~~income~~other ~~tax~~than ~~rates~~the ~~expected~~functional tocurrency ~~apply~~are totranslated into ~~taxable income in~~ the ~~years~~functional incurrency ~~which~~using ~~those~~the ~~temporary~~applicable ~~differences~~exchange ~~are expected~~rates toat bethe ~~recovered~~balance orsheet ~~settled~~dates. ~~Any~~The ~~effect~~resulting onexchange ~~deferred~~differences ~~tax~~are ~~assets and liabilities of a change in tax rates is recognized in income~~recorded in the consolidated ~~period~~statements ~~that~~of ~~includes the enactment date~~operations.

~~ASC~~The ~~740~~reporting ~~prescribes~~currency aof ~~comprehensive~~the ~~model~~Company ~~for~~is ~~how~~the ~~companies~~United ~~should~~States ~~recognize~~Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, ~~measure~~the Company and its subsidiaries operating or which operated in the PRC, Taiwan ~~present~~and Hong Kong, maintain their books and ~~disclose~~records in their ~~financial~~local ~~statements uncertain~~currency, ~~tax~~Renminbi ~~positions~~(“RMB”), ~~taken~~New orTaiwan ~~expected~~Dollar to(“TWD”) and beHong ~~taken~~Kong ondollars a(“HK$”), ~~tax~~each ~~return.~~of ~~Under~~which ~~ASC~~is ~~740~~a functional currency, ~~tax~~being ~~positions~~the ~~must~~primary ~~initially~~currency beof ~~recognized~~the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of the ~~financial~~ ~~statements~~Company’s ~~when~~subsidiaries whose itfunctional currency is ~~more~~not ~~likely~~US$ ~~than~~are ~~not~~translated ~~the~~into ~~position~~US$, ~~will~~in beaccordance ~~sustained~~with ~~upon~~ASC ~~examination~~Topic by830-30, “Translation of Financial Statement”, using the ~~tax~~exchange ~~authorities.~~rate ~~Such~~on ~~tax positions~~the ~~must~~balance ~~initially~~sheet date. Revenues and ~~subsequently~~expenses beare ~~measured~~translated asat ~~the~~average ~~largest~~rates ~~amount~~prevailing ofduring ~~tax~~the ~~benefit~~year. The ~~that~~gains ~~has~~and alosses ~~greater~~resulting ~~than~~from ~~50%~~translation ~~likelihood~~of financial statements of ~~being~~ ~~realized~~foreign ~~upon~~subsidiaries ~~ultimate~~are ~~settlement~~recorded ~~with~~as ~~the~~a ~~tax~~separate ~~authority~~component of ~~assuming~~accumulated ~~full~~other ~~knowledge~~comprehensive ofincome within the consolidated ~~position~~statements ~~and~~of ~~relevant~~changes ~~facts~~in stockholder’s equity (deficit).

~~The~~Translation ~~Company~~of isamounts ~~subject~~from TWD ~~to tax in local~~ and ~~foreign~~HK$ ~~jurisdiction.~~into AsUS$ ahas ~~result~~been ofmade ~~its~~at ~~business activities,~~ the ~~Company~~following ~~files~~exchange ~~tax~~rates ~~returns~~as ~~that are~~of ~~subject~~June to30, ~~examination~~2025 byand ~~the relevant tax authorities~~2024.

~~● Foreign~~ SCHEDULE ~~currencies~~OF ~~translation~~FOREIGN CURRENCY TRANSLATIONS

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 statements of operations.

	June 30, 2025		June 30, 2024
Period/year-end HK$:US$ exchange rate		7.8499		7.8083
Period/annual average HK$:US$ exchange rate		7.7893		7.8190
Period/year-end TWD:US$ exchange rate		29.1800		32.4500
Period/annual average TWD:US$ exchange rate		32.0919		31.8278

The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and its subsidiaries operating or which operated in the PRC, Taiwan and Hong Kong maintain their books and records in their local currency, Renminbi (“RMB”), New Taiwan Dollar (“TWD”) and Hong Kong dollars (“HK$”), each of which is a functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets, and liabilities of the Company’s subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830F-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the consolidated statements of changes in stockholder’s equity deficit.11

~~Translation~~● ~~of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2024 and 2023.~~Lease

~~SCHEDULE~~At OFthe ~~FOREIGN~~inception ~~CURRENCY~~of ~~TRANSLATIONS~~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.

	June 30, 2024		June 30, 2023
Period/year-end RMB:US$ exchange rate		-		7.2513
Period/annual average RMB:US$ exchange rate		-		6.9536
Period/year-end HK$:US$ exchange rate		7.8083		7.8363
Period/annual average HK$:US$ exchange rate		7.8190		7.8373
Period/year-end TWD:US$ exchange rate		32.4500		31.1400
Period/annual average TWD:US$ exchange rate		31.8278		30.7089

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.

FThe Company made the policy election to not separate lease and non-10lease components. Each lease component and the related non-lease components are accounted for together as a single component.

● ~~Lease~~Net income (loss) per share

AtThe ~~the inception of an arrangement, the~~ Company ~~determines~~calculates ~~whether~~net ~~the~~loss ~~arrangement~~per isshare orin ~~contains~~accordance ~~a lease based on the unique facts and circumstances present. Leases~~ with aASC ~~term~~Topic ~~greater than one year are recognized on the balance sheet as right-of-use assets~~260, ~~lease~~“Earnings ~~liabilities and~~per ~~long-term lease liabilities~~Share.” ~~The~~Basic ~~Company~~income ~~has~~per ~~elected~~share ~~not~~is tocomputed by ~~recognize~~dividing on the ~~balance~~net ~~sheet~~income ~~leases~~by ~~with~~the ~~terms~~weighted-average number of ~~one~~shares ~~year or less. Operating lease liabilities and their corresponding right-~~of~~-use~~ ~~assets~~common ~~are~~stock ~~recorded~~outstanding ~~based~~during on the ~~present~~period. ~~value~~Diluted ofloss ~~lease~~per ~~payments over~~share ~~the~~of ~~expected~~common ~~remaining~~stock ~~lease~~is ~~term.~~computed ~~However,~~similar ~~certain adjustments~~ to ~~the~~basic ~~right-of-use~~loss ~~asset~~per ~~may~~share beof ~~required~~common ~~for~~stock ~~items~~except ~~such~~that asthe ~~prepaid~~denominator ~~or accrued lease payments. The interest rate implicit in lease contracts~~ is ~~typically~~increased ~~not~~to ~~readily~~include ~~determinable. As a result,~~ the ~~Company~~number ~~utilizes~~of ~~its~~additional ~~incremental~~shares ~~borrowing~~of ~~rates,~~common ~~which~~stock ~~are~~that ~~the~~would ~~rates~~have ~~incurred~~been tooutstanding ~~borrow~~if onthe apotential ~~collateralized~~common ~~basis~~stock ~~over~~equivalents ahad ~~similar~~been ~~term~~issued anand ~~amount~~if ~~equal to~~ the ~~lease~~additional ~~payments~~common instock awere ~~similar~~dilutive ~~economic~~(see ~~environment~~Note 14).

In● ~~accordance~~Related 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.parties

~~The~~Parties, which can be an entity or individual, are considered to be related if the Company ~~made~~has the ~~policy~~ability, ~~election~~directly or indirectly, to ~~not~~control the ~~separate~~other ~~lease~~party or exercise significant influence over the other party in making financial and ~~non-lease~~operational ~~components~~decisions. ~~Each~~Companies ~~lease~~are ~~component~~also considered ~~and~~to ~~the~~be related ~~non-lease~~if ~~components~~ they are ~~accounted~~subject ~~for~~to ~~together~~common ascontrol aor ~~single~~common ~~component~~significant influence.

● ~~Noncontrolling~~Concentrations ~~interest~~and credit risk

~~The~~SCHEDULE ~~Company~~OF ~~accounts~~CONCENTRATIONS ~~for~~AND ~~noncontrolling~~CREDIT interests 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 its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. The Company owned 70% of Wenzhou Jiaxu Yacht Company Limited (“Wenzhou Jiaxu”) prior to August 10, 2022. On August 10, 2022, the noncontrolling shareholder surrendered its 30% of Wenzhou Jiaxu to the Company, and Wenzhou Jiaxu became a wholly-owned subsidiary of the Company. Wenzhou Jiaxu was disposed of on July 12, 2023 as a result of the Company’s disposal of Weiguan Ship and its wholly-owned subsidiary Wenzhou Jiaxu (see Note 4).RISK

~~● Net income~~ (~~loss~~a) Major ~~per share~~customers

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive (see Note 15).

	Percentage of Revenue
	Years Ended June 30,
	2025			2024
A*		100.0	%		-	%
B		-	%		30.2	%
C		-	%		29.7	%
D		-			25.3	%

● * Related ~~parties~~party of the Company

●(b) ~~Concentrations~~Major ~~and credit risk~~vendors

SCHEDULE OF CONCENTRATIONS AND CREDIT RISK

	Percentage of Purchase
	Years Ended June 30,
	2025			2024
A		93.52	%		-	%
B		-	%		59.5	%
C		-			11.7	%

(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 ~~Major~~its ~~customers~~cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

	Percentage of Revenue
	Years Ended June 30,
	2024			2023
A		30.2	%		-%
B		29.7	%		-%
C		25.3	%		-%

● Fair value of financial instruments

FThe carrying value of the Company’s financial instruments (excluding short-11term bank borrowing and notes payable): cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximates their fair values because of the short-term nature of these financial instruments.

~~(b)~~Management ~~Major~~believes, ~~vendors~~based on the current market prices or interest rates for similar debt instruments, the fair value of notes payable approximates the carrying amount.

	Percentage of Purchase
	Years Ended June 30,
	2024			2023
A		59.5	%		-%
B		11.7	%		-%

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

~~The~~● ~~Company’s~~Level ~~principal~~1 ~~financial~~: ~~instruments~~Inputs ~~subject to potential concentration of credit risk~~ are ~~cash~~based ~~and~~upon ~~cash~~unadjusted ~~equivalents,~~quoted ~~including amounts~~prices ~~held~~for inidentical ~~money~~instruments ~~market~~traded accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the insured limit. Balances in ~~excess~~active ~~of insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.~~markets;

● ~~Fair~~Level ~~value~~2 of: ~~financial~~Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and

~~The~~● ~~carrying~~Level ~~value~~3 of: ~~the~~Inputs ~~Company’s~~are ~~financial~~generally ~~instruments~~unobservable ~~(excluding~~and ~~short-term~~typically ~~bank~~reflect ~~borrowing~~management’s ~~and~~estimates ~~notes~~of ~~payable):~~assumptions ~~cash~~that ~~and~~market ~~cash equivalents,~~participants ~~accounts~~would ~~receivable,~~use ~~prepayments~~in ~~and~~pricing ~~other~~the ~~receivables,~~asset ~~accounts~~or ~~payable,~~liability. ~~income~~The ~~tax~~fair ~~payable,~~values ~~amount~~are ~~due~~therefore todetermined ausing ~~related~~model-based ~~party~~techniques, ~~other~~including ~~payables~~option ~~and~~pricing ~~accrued~~models ~~liabilities~~and ~~approximates~~discounted ~~their~~cash ~~fair~~flow ~~values because of the short-term nature of these financial instruments~~models.

~~Management~~Fair ~~believes,~~value estimates are made at a specific point in time based on ~~the~~relevant ~~current~~ market ~~prices~~information orabout ~~interest~~the ~~rates~~financial ~~for~~instrument. ~~similar~~These ~~debt~~estimates are ~~instruments,~~subjective ~~the~~in ~~fair~~nature ~~value~~and involve uncertainties and matters of ~~notes~~significant ~~payable~~judgment ~~approximates~~and, therefore, cannot be determined with precision. ~~the~~Changes ~~carrying~~in ~~amount~~assumptions could significantly affect the estimates.

~~The~~● ~~Company also follows the guidance of the ASC Topic 820~~Value-~~10,~~Added ~~“Fair~~Tax ~~Value Measurements and Disclosures”~~ (“~~ASC 820-10~~VAT”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

●Sellers and ~~Level~~service 1providers ~~: Inputs~~ are ~~based~~generally ~~upon~~obligated ~~unadjusted~~to ~~quoted~~pay ~~prices~~business tax for ~~identical~~sales ~~instruments~~of ~~traded~~goods or services within Taiwan unless the law provides otherwise. For imported goods, the business tax will be paid by the goods receivers or buyers via customs. For imported services sold by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers. However, the service buyer (corporate entity) will not be required to pay business tax if it is exclusively engaged in ~~active~~taxable ~~markets;~~transactions subject to either 5% or 0% VAT.

●VAT is ~~Level~~applicable 2to :general ~~Inputs~~industries, ~~are~~and ~~based~~the ~~upon~~VAT ~~quoted~~rate ~~prices~~is ~~for~~5%. ~~similar~~Under ~~instruments~~the inVAT ~~active markets~~system, ~~quoted~~each ~~prices~~seller ~~for~~collects ~~identical~~output orVAT ~~similar~~from ~~instruments~~the inbuyer ~~markets~~at the ~~that~~time ~~are~~of ~~not~~sale, ~~active~~deducts input VAT paid on purchases from output VAT, and remits the balance to the tax authority.

● Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using modelF-~~based techniques, including option pricing models and discounted cash flow models.~~13

~~Fair~~● ~~value~~Recent ~~estimates~~accounting 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.pronouncements

●In ~~Value-Added~~October ~~Tax~~2023, (the FASB issued ASU No. 2023-06, “~~VAT~~Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.”) The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

~~Sellers~~In ~~and~~December ~~service~~2023, ~~providers~~the ~~are~~FASB ~~generally~~issued ~~obligated~~ASU toNo. ~~pay~~2023-09, ~~business~~Income ~~tax~~Taxes ~~for~~(Topic ~~sales~~740): ofImprovements ~~goods~~to orIncome ~~services~~Tax ~~within~~Disclosures ~~Taiwan~~(“ASU ~~unless the law provides~~2023-09”), ~~otherwise.~~which ~~For~~requires ~~imported~~disclosures ~~goods,~~of ~~the~~incremental ~~business~~income tax ~~will~~information bewithin ~~paid by~~ the ~~goods~~rate ~~receivers~~reconciliation orand ~~buyers~~expanded ~~via~~disclosures ~~customs.~~of ~~For~~income ~~imported services sold~~taxes ~~by foreign companies to Taiwanese buyers~~paid, ~~business~~among ~~tax~~other ~~shall~~disclosure ~~be paid by the service buyers~~requirements. ~~However,~~This ~~the~~ASU ~~service buyer (corporate entity)~~ will ~~not~~ be ~~required~~effective tofor ~~pay~~annual ~~business~~reporting ~~tax~~periods ifbeginning itafter isDecember ~~exclusively~~15, ~~engaged in taxable transactions subject to either 5% or 0% VAT~~2024.

FIn November 2024, the FASB issued ASU 2024-1203, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

~~VAT~~In isJanuary ~~applicable~~2025, tothe ~~general~~FASB ~~industries~~issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the ~~VAT~~issuance ~~rate~~of isASU 5%2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). ~~Under~~Because of how the ~~VAT~~effective ~~system~~date guidance was written, a ~~each~~non-calendar ~~seller~~year-end ~~collects~~entity ~~output~~may ~~VAT~~have ~~from~~concluded that it would be required to initially adopt the ~~buyer~~disclosure atrequirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the ~~time~~basis for conclusions of ~~sale,~~ASU ~~deducts~~2024-03 is ~~input~~clear ~~VAT~~that ~~paid~~all onpublic ~~purchases~~business ~~from~~entities ~~output~~should ~~VAT~~initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and ~~remits~~interim ~~the~~reporting ~~balance~~periods towithin ~~the~~annual ~~tax~~reporting ~~authority~~periods beginning after December 15, 2027.

●The ~~Recent~~Company’s ~~accounting~~management ~~pronouncements~~does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s consolidated financial statement presentation or disclosures.

InNOTE ~~November~~3 ~~2023,~~– ~~the~~GOING ~~FASB~~CONCERN issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s consolidated financial statement presentation or disclosures.UNCERTAINTIES

InThe ~~December~~accompanying consolidated ~~2023,~~financial ~~the~~statements ~~FASB~~have ~~issued~~been ~~ASU~~prepared ~~No.~~using ~~2023-09,~~the ~~Income~~going ~~Taxes~~concern ~~(Topic~~basis ~~740):~~of ~~Improvements to Income Tax Disclosures (“ASU 2023-09”)~~accounting, which contemplates ~~requires~~the ~~disclosures~~realization of ~~incremental~~assets ~~income~~and ~~tax information within~~ the ~~rate~~satisfaction ~~reconciliation and expanded disclosures~~ of ~~income~~liabilities ~~taxes paid,~~in ~~among~~the ~~other~~normal ~~disclosure~~course ~~requirements.~~of ~~This ASU will be effective for annual reporting periods beginning after December 15, 2024~~business.

~~NOTE–~~The Company had $41,903 of cash and cash equivalents and working capital deficit of approximately $0.62 million as of June 30, 2025, which included amounts prepayments to related parties of $0.94 million, and due to related parties of $0.34 million, and the Company generated a net loss of $3.45 ~~GOING~~million during ~~CONCERN~~the ~~UNCERTAINTIES~~year ended June 30, 2025. The Company had an accumulated deficit of approximately $5.75 million as of June 30, 2025, and $0.46 million negative cash flow from operating activities during the period. The Company does not have sustained and stable income, and there is also significant uncertainty regarding its income for the next 12 months.

The ~~accompanying~~continuation ~~consolidated~~of ~~financial~~the ~~statements~~Company ~~have~~as ~~been~~a ~~prepared~~going ~~using~~concern through the ~~going~~one-year ~~concern~~period ~~basis~~from ofthe ~~accounting,~~date on which ~~contemplates~~this ~~the~~report is filed is dependent upon ~~realization~~continued financial support from its related parties or loans or investments by third parties, increasing its sales and the diversity of ~~assets~~its customer base. The Company is actively pursuing additional financing for its operations via potential loans and equity issuances. However, there is no assurance that the ~~satisfaction~~Company ofwill ~~liabilities~~be successful in ~~the~~securing ~~normal~~sufficient ~~course~~funds ofto ~~business~~sustain its operations.

~~The~~Management ~~Company~~has ~~had~~determined ~~$310,859~~that ~~of cash~~the ~~and~~above ~~cash~~conditions ~~equivalents~~indicate ~~and~~that ~~working~~it ~~capital~~may ofbe ~~approximately~~probable ~~$3.2~~that ~~million as~~the ofCompany ~~June~~would ~~30,~~not ~~2024,~~be ~~which~~able ~~included~~to ~~accounts~~meet ~~receivable~~its ~~from~~obligations within aone ~~related~~year ~~party~~after ~~-Weiguan~~the ~~Ship~~date ofthat ~~$0.02~~this ~~million,~~report ~~accounts~~is ~~receivable from~~issued. aThese ~~related~~and ~~party~~other -factors ~~Jiazhou~~raise ~~Yacht~~substantial ofdoubt ~~$1.2~~about ~~million,~~the ~~and~~Company’s ability ~~amounts~~to ~~due~~continue ~~from~~as ~~related~~a ~~parties~~going ~~of $2~~concern.5 ~~million, and~~The consolidated ~~the~~financial ~~Company~~statements ~~generated~~contained ~~net~~in ~~income~~this ofreport ~~$2.9~~do ~~million~~not include ~~(including~~any ~~$1.87~~adjustments ~~million~~to ~~gain~~reflect the possible future effects on ~~disposal~~the recoverability and classification of ~~Weiguan~~assets ~~ship)~~and ~~during~~liabilities that may result if the ~~year~~Company ~~ended~~is ~~June~~unable ~~30,~~to ~~2024~~continue as a going concern. ~~However,~~To date the Company ~~had~~has ~~an accumulated~~financed ~~deficit~~its ofoperations ~~approximately~~primarily ~~$2.3~~through ~~million~~equity investments asand ofloans ~~June~~made ~~30,~~by ~~2024~~related parties and ~~negative~~their ~~cash~~affiliates ~~flow~~in addition to loans from ~~operating~~commercial ~~activities~~banks ofand ~~$261,488~~third parties. The Company ~~does~~may also ~~not~~seek ~~have~~funding ~~sustained~~through ~~and~~public ~~stable~~or ~~income~~private financings, ~~and~~collaborative ~~there~~arrangements, isand ~~also~~other ~~significant~~possible ~~uncertainty~~means inof ~~regarding its income for the next 12 months~~financing.

~~The~~In ~~continuation~~addition, of the Company aswill aseek ~~going~~to ~~concern~~expand ~~through~~ the ~~one-year~~yacht ~~period~~brands ~~from~~ the ~~date~~Company oncan ~~which~~offer ~~this~~for ~~report~~sale, isthe ~~filed~~territories isin ~~dependent upon~~which ~~continued~~the ~~financial~~Company ~~support from~~ markets its ~~related~~yachts ~~parties~~and, orif ~~loans~~appropriate orbased ~~investments~~on bythe ~~third~~Company’s ~~parties, increasing~~capabilities ~~its sales~~ and what the ~~diversity of~~ ~~its~~Company ~~customer~~can ~~base.~~offer, ~~The~~seek ~~Company~~to isbecome ~~actively~~the ~~pursuing~~exclusive distributor ~~additional financing~~ for ~~its~~yacht ~~operations~~manufacturers ~~via~~in ~~potential~~Taiwan ~~loans~~ and ~~equity issuances~~other territories. ~~However,~~The ~~there~~Company iswill noalso ~~assurance~~seek ~~that~~to ~~the~~enter ~~Company~~other ~~will~~areas berelated ~~successful~~to inthe ~~securing~~marine industry ~~sufficient~~where ~~funds~~the toCompany ~~sustain~~believes ~~its operations~~it can be profitable.

~~Management~~NOTE ~~has~~4 ~~determined~~– that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that this report is issued. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements contained in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result if the Company is unable to continue as a going concern. To date the Company has financed its operations primarily through equity investments and loans made by related parties and their affiliates in additional to loans from commercial banks and third parties. The Company may also seek funding through public or private financings, collaborative arrangements, and other possible means of financing.INVENTORY

InInventory ~~addition,~~consisted ~~the~~of ~~Company will seek to expand~~ the yacht brands the Company can offer for sale, the territories in which the Company markets its yachts and, if appropriate based on the Company’s capabilities and what the Company can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other territories. The Company will also seek to enter other areas related to the marine industry where the Company believes it can be profitable.following:

~~F-13~~ SCHEDULE OF INVENTORY

NOTE– 4 DISCONTINUED OPERATIONS

	June 30, 2025		June 30, 2024
Finished goods, mainly parts	$	4,249	$	3,821
Total inventory		4,249		3,821
Less: Inventory impairment		-		-
Inventory, net	$	4,249	$	3,821

OnNOTE ~~July~~5 ~~12,~~– 2023, Vivic Hong Kong, a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. “Kung”) pursuant to which Mr. Kung acquired all of the shares of Weiguan Ship for RMB 1,000 ($137) and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes. Management of the Company elected to dispose of Weiguan Ship due to its history of losses and anticipated losses, and the Company’s potential liability for the amount of the subscribed capital contributions in Weiguan Ship. The Company recorded $1,869,563 gain on disposal of the subsidiary, which was the difference between the selling price of $137 and the carrying value of the net assets deficit of $1,869,426.PREPAYMENTS

~~The following~~Prepayments ~~table~~consisted ~~provides a reconciliation~~ of the assets and liabilities held for sale presented in the consolidated balance sheet as of June 30, 2023 to the carrying value of the assets and liabilities of the disposed group at the closing date of disposal. There were no material transactions for the disposed group for the period from July 1, 2023 through July 12, 2023, and for the purpose of complying with the Company’s monthly accounting cut-off date, the Company used June 30, 2023 as the date of disposal.following:

SCHEDULE OF ~~DISCONTINUED OPERATIONS~~PREPAYMENTS

	As of June 30, 2023
	June 30, 2025			June 30, 2024
ASSETS
Prepayments to vendors	$	336,736		$	233,681
Cash and cash equivalents	$	57,258
Prepaid service fee		17,969			17,113
Deposit and prepayments		258,940
Total prepayments	$	354,705		$	250,794
Inventory		1,553,524
Other receivables		88,698
Due from related parties		33,222
Property and equipment, net		355,901
Construction in process		74,353
Operating lease right-of-use assets, net		287,659
TOTAL ASSETS HELD FOR SALE AND AT CLOSING DATE	$	2,709,555
LIABILITIES
Trade payables	$	433,345
Accrued liabilities and other payables		246,762
Receipt in advance		1,099,733
Due to related parties		183,472
Income tax payable		5,181
Operating lease liabilities-current		123,163
Operating lease liabilities-noncurrent		131,923
TOTAL LIABILITIES HELD FOR SALE	$	2,223,579
Add back: Weiguan Ship’s due to Vivic US		2,205,872
Add back: accumulated other comprehensive income		149,530
TOTAL LIABILITIES AT CLOSING DATE		4,578,981
Net assets deficit	$	(1,869,426	)
Sales price		137
Gain on disposal	$	1,869,563

~~The~~Prepayments ~~operations~~mainly consisted of ~~Weiguan~~prepaid ~~Ship~~expenses ~~and~~to ~~its subsidiaries are accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented~~vendors. The ~~following~~prepaid ~~table~~service ~~presents~~fee ~~the~~consisted ~~components~~ of ~~discontinued~~prepaid ~~operations~~OTC ~~reported~~listing infee ~~the~~and ~~consolidated statements~~annual offilling ~~operations:~~fee.

	2024		2023
	For the years ended June 30,
	2024		2023
Revenue, Net	$	-	$	890,108
Cost of Sales		-		669,105
Gross Profit		-		221,003
Operating Expenses
Selling Expenses				196,177
General and Administrative Expenses				732,194
Loss From Operations		-		(707,368	)
Other Income
Interest expense		-		(20,445	)
Other Income				266,336
Total Other Income		-		245,891
Loss Before Income Taxes		-		(461,477	)
Income Tax Expense		-		-
Net Loss from Discontinued operations	$	-	$	(461,477	)

F-15

NOTE– 56 ~~INVENTORY~~– NOTES RECEIVABLE – BANK ACCEPTANCES

~~Inventory~~The ~~consisted~~Company sold goods to its customers and received notes (bank acceptances) from them in lieu of payment. These bank acceptances were issued by customers to the ~~following:~~Company and will be honored by the applicable bank. The Company may hold a bank acceptance until maturity for full payment or have the bank acceptance cashed by the bank at a discount at an earlier date or transfer the bank acceptance to its vendors in lieu of payment for its obligations. As of June 30, 2025 and June 30, 2024, the Company had notes receivable of $nil and $159,708, respectively.

~~SCHEDULE~~NOTE 7 OF– ~~INVENTORY~~ PROPERTY AND EQUIPMENT

	June 30, 2024		June 30, 2023
Finished goods	$	3,821	$	823,622
Total inventory		3,821		823,622
Less: inventory impairment		-
Inventory, net	$	3,821	$	823,622

Property and equipment consisted of the following:

As SCHEDULE ofOF ~~June~~PROPERTY ~~30,~~AND ~~2023, total inventory of discontinued operations was $1,553,524.~~EQUIPMENT

F-14

	June 30, 2025			June 30, 2024

Office equipment	$	2,810		$	2,527
Subtotal		2,810			2,527
Less: Accumulated depreciation		(2,508	)		(1,812	)
Property, plant and equipment, net	$	302		$	715

~~NOTE–~~Depreciation 6expenses ~~DEPOSIT~~for ~~AND~~the ~~PREPAYMENTS~~years ended June 30, 2025 and 2024 were $449 and $452, respectively.

~~Deposit~~NOTE ~~and~~8 ~~prepayments~~– ~~consisted~~INTANGIBLE ~~of the following:~~ASSETS

~~SCHEDULE~~Intangible OFassets ~~DEPOSIT~~consisted ~~AND~~of ~~PREPAYMENTS~~ the following:

	June 30, 2024		June 30, 2023
Prepayments	$	233,681	$	948,558
Prepaid service fee		17,113		18,615
Total deposit and prepayments	$	250,794	$	967,173

SCHEDULE OF INTANGIBLE ASSETS

As of June 30, 2024 and 2023, the Company has deposit and prepayments from its related parties of $250,462 and $ nil.

	June 30, 2025			June 30, 2024

Software	$	7,882		$	7,088
Total intangible assets		7,882			7,088
Less: Accumulated amortization		(7,882	)		(5,118	)

Intangible assets, net	$	-		$	1,970

AsAmortization ofexpense for the years ended June 30, ~~2023,~~2025 ~~total deposit~~ and ~~prepayments~~2024 ofwere ~~discontinued~~$1,991 ~~operations~~and ~~was~~ $~~258~~2,~~940~~409, ~~(Note 4)~~respectively.

~~Prepayments~~NOTE ~~mainly~~9 ~~consisted~~– ofACCRUED ~~prepaid~~LIABILITIES ~~expenses~~AND toOTHER ~~vendors. The prepaid service fee consisted of prepaid OTC listing fee and annual filling fee.~~PAYABLES

~~NOTE–~~Accrued 7liabilities ~~NOTES~~and ~~RECEIVABLE~~other –payables ~~BANK~~consisted ~~ACCEPTANCES~~of the following:

~~NOTES~~SCHEDULE ~~RECEIVABLE~~OF –ACCRUED ~~BANK ACCEPTANCES~~LIABILITIES AND OTHER PAYABLE

The Company sold goods to its customers and received notes (bank acceptances) from them in lieu of payment. These bank acceptances were issued by customers to the Company and would be honored by the applicable bank. The Company may hold a bank acceptance until maturity for full payment or have the bank acceptance cashed by the bank at a discount at an earlier date, or transfer the bank acceptance to its vendors in lieu of payment for their own obligations. As of June 30, 2024 and 2023, the Company had notes receivable of $159,708 and $0, respectively. The Company cashed the notes in full in July 2024.

	June 30, 2025		June 30, 2024

Accrued penalty	$	-	$	9,400
Accrued salaries		9,348		7,147
Accrued consulting fee		210,000		150,000
Accrued legal fee		28,631		-
Other payables		29,587		53,628
Total accrued liabilities and other payable	$	277,566	$	220,175

~~NOTE– 8 PROPERTY AND EQUIPMENT~~F-16

~~Property~~On August 22, 2023, the Company was charged by the Securities and ~~equipment~~Exchange ~~consisted~~Commission with violating Rule 12b-25 by filing a Form 12b-25 “Notification of Late Filing” with respect to its Report on Form 10-Q for the ~~following:~~quarter ended March 31, 2022, without including sufficient detail under the circumstances presented as to why the Form 10-Q could not be timely filed. More specifically, the SEC alleged that the delay was the result of an anticipated restatement of financial statements. Further, the Company failed to acknowledge in the Form 12b-25 anticipated significant changes in its results of operations for the first quarter of 2022 as compared to the first quarter of 2021 and to provide an explanation of the changes. Without admitting or denying the findings of the SEC, the Company agreed to a cease-and-desist order that found that the Company filed one deficient Form NT and one untimely Form 8-K. In addition, the Company agreed to pay a fine of $60,000.

~~SCHEDULE~~The OFCompany ~~PROPERTY~~recorded ~~AND~~the ~~EQUIPMENT~~ $60,000 fine in September 2023. During the years ended June 30, 2025 and 2024, the Company made a payment of $9,400 and $50,600 to an escrow account, which fund was subsequently released to the SEC. As of June 30, 2025, the Company paid the penalty in full.

	June 30, 2024			June 30, 2023
Office equipment	$	2,527		$	2,633
Subtotal		2,527			2,633
Less: accumulated depreciation		(1,812	)		(1,426	)
Property, plant and equipment, net	$	715		$	1,207

Accrued liabilities and other payables are the expenses that will be settled in next twelve months.

AsNOTE of10 ~~June~~– ~~30,~~LOAN ~~2023, the net total property and equipment from discontinued operations was $355,901 (Note 4).~~PAYABLE

~~Depreciation~~On ~~expenses~~March 13, 2023, Vivic Taiwan entered a loan agreement with a third-party individual. Vivic Taiwan borrowed TWD 5,000,000 ($0.16 million) from ~~continuing~~this ~~operation~~individual for a term of one year, with annual interest of 10%, the interest is to be paid monthly. Vivic Taiwan was required to pay the interest for the first and second months on the 15th of the month in which the Company received the loan proceeds. During the years ended June 30, 2025 and 2024, the Company recorded and paid interest expenses of $15,580 and $14,401, respectively. The loan is collateralized by 162,391 shares of the Company’s common stock owned by the son of the Company’s Chairman (Mr. Yun-Kuang Kung). The fair value of 162,391 shares was $82,836 on March 13, 2023. ~~were~~When the loan matures, the lender has the option to ask for cash repayment from the Company or keep the 162,391 shares of the Company’s stock as repayment in full. If the lender decides to keep the 162,391 shares at maturity of the loan, the Company will repay TWD 5,000,000 ($~~452~~164,042) to Yun-Kuang Kung without any interest. If the Company is not able to repay Yun-Kuang Kung by March 15, 2024, the Company is required to issue a number of shares equivalent to the loan amount based upon the fair market value of the shares at such date, plus 10% more of the equivalent shares. On March 13, 2024, the Company and the lender agreed to extend the term of this loan for an additional year. The Company is currently working with the lender for additional extension of the loan. As of June 30,2025, the outstanding balance of this loan was $~~469~~171,350. ~~respectively~~On July 31, 2025, this loan was repaid in full.

~~Depreciation~~On ~~expenses~~May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000 ($0.38 million) from ~~discontinued~~the ~~operation~~bank for a term of one year, with an annual interest rate of approximately 3%, the ~~years~~interest ~~ended~~is ~~June~~to 30be paid monthly. On November 1, 2024, the Company repaid TWD 4.5 million ($0.14 million) to the bank, and ~~2023~~the ~~were~~bank issued a new note for the remaining balance of TWD 7.5 million ($0.23 million) with same interest rate for the term from November 14, 2024 to May 14, 2025. This Loan was extended to November 14, 2025. During the year ended June 30, 2025, the Company recorded and paid interest expenses of $167,~~797~~415. As of June 30, ~~respectively~~2025, the outstanding balance of this new note was $257,026. On July 2, 2025, this loan was repaid in full.

~~NOTE–~~On December 6, 2024, Vivic Taiwan entered into a new loan agreement with Taiwan Hua Nan Bank for loan amount of TWD 3,000,000 ($92,845). The loan is due on April 2, 2025, with an annual interest rate of approximately 3%, to be paid monthly. This Loan was extended to July 01, 2025. During the years ended June 30, 2025 and 2024, the Company recorded and paid interest expense of $1,485 and $9,676, respectively. ~~INTANGIBLE~~The ~~ASSETS~~loan is collateralized by a piece of land and real property. In addition, the loan is guaranteed by Yun-Kuang Kung (son of Shang-Chiai Kung CEO of Vivic Corp) and Kung Hwang Liu Shiang (spouse of Shang-Chiai Kung CEO of Vivic Corp). As of June 30, 2025, the outstanding balance of this loan was $102,810. On July 1, 2025, this loan was repaid in full.

~~Intangible~~On ~~assets~~January ~~consisted~~20, 2025, Vivic Taiwan entered into loan agreement with a third-party company. Vivic Taiwan borrowed TWD 1,000,000 ($34,270) from this third-party company. The loan was due on April 20, 2025, with an annual interest rate of 8%, the ~~following:~~principal and interest are due at maturity. This loan was extended to December 20, 2025. During the year ended June 30, 2025, the Company recorded and paid interest expenses of $616. As of June 30, 2025, the outstanding balance of this loan was $34,270. On July 31, 2025, this loan was repaid in full.

~~SCHEDULE OF INTANGIBLE ASSETS~~ F-17

	June 30, 2024			June 30, 2023
Software	$	7,088		$	7,386
Total intangible assets		7,088			7,386
Less: accumulated amortization		(5,118	)		(2,872	)
Intangible assets, net	$	1,970		$	4,514

NOTE 11 – SBA LOAN PAYABLE

FOn June 23, 2020, Vivic Corp. received an $87,500 Economic Injury Disaster Loan (“EIDL loan”) from the Small Business Administration (“SBA”). This is a low-15interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19) epidemic, to help businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has an annual interest rate of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including interest of $427 monthly will begin 30 months from the loan disbursement date. For the years ended June 30, 2025 and 2024, the Company made payments of interest of $5,461 and $4,697 on the EIDL loan, respectively.

As of June 30, ~~2023~~2025, the ~~net~~future ~~total~~minimum ~~intangible~~EIDL ~~assets from~~loan ~~discontinued~~payments ~~operations~~for ~~was~~the $0Company ~~(Note~~to ~~4).~~be paid by year are as follows:

~~Amortization expense~~ SCHEDULE ~~for~~OF ~~the~~EIDL ~~years~~LOAN ~~ended June 30, 2024, and 2023 were $2,409 and $2,499, respectively.~~PAYMENTS

NOTE– 10 ACCRUED LIABILITIES AND OTHER PAYABLES

Year Ending June 30,	Amount
2026	$	5,124
2027		5,124
2028		5,124
2029		5,124
2030		5,124
Thereafter		61,880
Total	$	87,500

~~Accrued~~NOTE ~~liabilities~~12 ~~and~~– ~~other payables consisted of the following:~~TAXES

~~SCHEDULE~~The OFCompany ~~ACCRUED~~has ~~LIABILITIES~~operations ~~AND~~in ~~OTHER~~various ~~PAYABLE~~ countries and is subject to tax in the jurisdictions in which they operate, as follows:

	June 30, 2024		June 30, 2023
Accrued penalty	$	9,400	$	60,000
Accrued salaries		7,147		1,385
Accrued consulting fee		150,000		90,000
Other payables		53,628		53,581
Total accrued liabilities and other payable	$	220,175	$	204,966

United States of America

AsVIVC is registered in the State of ~~June~~Delaware ~~30,~~and ~~2023,~~is ~~total~~subject to US federal corporate income tax rate of 21%. The Company’s policy is to recognize accrued ~~liabilities~~interest and ~~other~~penalties related to unrecognized tax benefits in its income tax provision. However, the Company did not ~~payable~~recognize ofany ~~discontinued~~accrued ~~operations~~interest ~~was~~and ~~$246~~penalties related to unrecognized tax benefits during the years ended June 30,~~742~~ ~~(Note~~2025 4)and 2024.

On August 22, 2023, the Company was charged by the Securities and Exchange Commission with violating Rule 12b-25 by filing a Form 12b-25 “Notification of Late Filing” with respect to its Report on Form 10-Q for the quarter ended March 31, 2022, without including sufficient detail under the circumstances presented as to why the Form 10-Q could not be timely filed. More specifically, the SEC alleged that the delay was the result of an anticipated restatement of financial statements. Further, the Company failed to acknowledge in the Form 12b-25 anticipated significant changes in its results of operations for the first quarter of 2022 as compared to the first quarter of 2021 and to provide an explanation of the changes. Without admitting or denying the findings of the SEC, the Company agreed to a cease-and-desist order that found that the Company filed one deficient Form NT and one untimely Form 8-K. In addition, the Company agreed to pay a fine of $60,000.Taiwan

~~The~~Vivic ~~Company~~Taiwan ~~recorded~~operating ~~the~~in ~~$60,000~~Taiwan ~~fine~~is insubject ~~September~~to ~~2021.~~the ~~During~~Taiwan ~~the~~Profits ~~years~~Tax ~~ended~~at ~~June~~the ~~30,~~income ~~2024~~tax ~~and~~rate ~~2023,~~of 20% on the ~~Company~~assessable ~~made~~income aarising ~~payment~~in ofTaiwan ~~$50,600 and~~during $0its totax year. The operation in Taiwan incurred an ~~escrow~~operating ~~account,~~loss ~~which~~and ~~fund~~the ~~was~~provision for ~~subsequently~~income ~~released~~tax to(benefit) for the ~~SEC~~years ended June 30, 2025 and 2024 was $(74,232) and $154,199.

~~Accrued~~Hong ~~liabilities and other payables are the expenses that will be settled in next twelve months.~~Kong

~~NOTE–~~The 11Company’s ~~LOAN~~subsidiary ~~PAYABLE~~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 June 30, 2025 and 2024.

OnThe ~~March~~reconciliation ~~13, 2023, Vivic Taiwan entered a loan agreement with a third-party individual. Vivic Taiwan borrowed TWD 5,000,000 ($164,042) from this individual for a term~~ of ~~one~~income ~~year,~~tax ~~with~~rate ~~annual interest of 10%, the interest is~~ to ~~be paid monthly. Vivic Taiwan was required to pay~~ the ~~interest~~US ~~for~~effective ~~the~~income ~~first~~tax ~~and~~rate ~~second~~based ~~months~~ on ~~the~~income ~~15th~~before ofincome ~~the~~taxes ~~month~~for ~~in which~~ the ~~Company received the loan proceeds. During the~~ years ended June 30, 2025 ~~2024~~ and ~~2023,~~2024 ~~the~~are Company recorded and paid interest expenses of $14,401 and $6,259, respectively. The loan is collateralized by 162,391 shares of the Company’s common stock owned by the son of the Company’s CEO (Mr. Yun-Kuang Kung). The fair value of 162,391 shares was $82,836 on March 13, 2023. When the loan matures, the lender has the option to ask for cash repayment from the Company or keep the 162,391 shares of the Company’s stock as repayment in full. If the lender decides to keep the 162,391 shares at maturity of the loan, the Company will repay TWD 5,000,000 ($164,042) to Yun-Kuang Kung without any interest. If the Company is not able to repay Yun-Kuang Kung by March 15, 2024, the Company is required to issue a number of shares equivalent to the loan amount based upon the fair market value of the shares at such date, plus 10% more of the equivalent shares. On March 13, 2024, the Company and the lender agreed to extend the term of this loan for an additional year.follows:

~~On May~~SCHEDULE ~~18,~~OF ~~2023,~~EFFECTIVE ~~Vivic~~INCOME ~~Taiwan~~TAX entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000 ($381,658) from the bank for a term of one year, with an annual interest rate of approximately 3%, the interest is to be paid monthly. During the years ended June 30, 2024 and 2023, the Company recorded and paid interest expense of $9,676 and $830. The loan is collateralized by a piece of land and real property. In addition, the loan is guaranteed by Yun-Kuang Kung (son of Shang-Chiai Kung CEO of Vivic Corp) and Kung Hwang Liu Shiang (spouse of Shang-Chiai Kung CEO of Vivic Corp).RATE

F-16

	2025			2024
	Years ended June 30,
	2025			2024
Income (Loss) before income taxes	$	(3,520,983	)	$	3,004,713
Statutory income tax rate		(739,406	)		630,990
Tax rate difference		5,738			(92,355	)
Prior year tax adjustment		(74,976	)		-
Valuation allowance		734,412			(384,436	)

Income tax expense	$	(74,232	)	$	154,199

~~NOTE– 12 SBA LOAN PAYABLE~~F-18

AsThe offollowing ~~June~~table ~~30,~~sets ~~2024,~~forth the ~~future~~significant ~~minimum~~components ~~EIDL~~of ~~loan~~the ~~payments~~deferred ~~for~~tax ~~the~~assets ~~Company~~and toliabilities beof ~~paid~~the byCompany ~~year~~as ~~are~~of asJune ~~follows~~30, 2025 and 2024:

~~On June~~SCHEDULE ~~23,~~OF ~~2020,~~DEFERRED ~~Vivic~~INCOME ~~Corp.~~TAXES ~~received~~ASSETS anAND $87,500 Economic Injury Disaster Loan (“EIDL loan”) from the Small Business Administration (“SBA”). This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19) epidemic, to help businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has an annual interest rate of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $427 monthly will begin 30 months from the loan disbursement date. Due to the fact that the loan repayment was deferred for 30 months, the payments are going 100% toward interest since the interest started to accrue from the original disbursement date. For the years ended June 30, 2024 and 2023, the Company made payments of interest of $4,697 and $3,416 on the EIDL loan, respectively.LIABILITIES

As of June 30, 2024, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

	June 30, 2025			June 30, 2024

Deferred tax assets on
Net operating loss carryforwards:
- United States	$	645,776		$	26,009
- Taiwan		113,709			-
- Hong Kong		629			437
Total		760,115			26,446
Less: valuation allowance		(760,115	)		(26,446	)

Deferred tax assets, net	$	-		$	-

~~SCHEDULE~~As of OFJune ~~EIDL~~30, ~~LOAN~~2025, ~~PAYMENTS~~ the Company’s continuing operations had $3,446,751 of 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 of $760,115 based on the expected future tax benefits from the net operating loss from the Company’s continuing operations carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Year Ending June 30,	Amount
2025	$	5,124
2026		5,124
2027		5,124
2028		5,124
2029		5,124
Thereafter		61,880
Total	$	87,500

NOTE 13 – STOCKHOLDERS’ EQUITY

~~NOTE–~~Authorized ~~13 TAXES~~Shares

The Company ~~has~~is ~~operations~~authorized into ~~various~~issue ~~countries~~5,000,000 shares of preferred stock and is70,000,000 ~~subject~~shares toof ~~tax~~common instock ~~the~~each ~~jurisdictions~~with ina ~~which~~par ~~they~~value ~~operate,~~of as$0.001 per ~~follows:~~share.

~~United~~Preferred ~~States of America~~Stock

~~VIVC~~As isof ~~registered~~June in30, 2025 and 2024, the ~~State~~Company had 832,000 shares of ~~Delaware~~its ~~and~~Series isA ~~subject~~preferred tostock USissued ~~federal~~and ~~corporate~~outstanding, ~~income~~with ~~tax~~a ~~rate~~par ofvalue ~~21%~~of $0.001 ~~The~~per share, each Series A preferred share can be converted into 10 shares of the Company’s ~~policy~~common isstock. toThe holders of Series ~~recognize~~A ~~accrued~~preferred ~~interest~~stock ~~and~~have ~~penalties~~voting ~~related~~rights equal to ~~unrecognized~~50 ~~tax~~votes ~~benefits~~per inshare ~~its~~of ~~income~~Series ~~tax~~A ~~provision.~~preferred ~~However~~stock, ~~the~~and ~~Company~~shall ~~did~~be ~~not recognize~~entitled ~~any~~to ~~accrued~~the ~~interest~~dividend ~~and~~equal to ~~penalties~~the ~~related~~aggregate todividends ~~unrecognized~~for ~~tax~~10 ~~benefits~~shares ~~during~~of ~~the~~common ~~years~~stock ~~ended~~for ~~June~~every ~~30,~~one ~~2024~~share ~~and~~of ~~2023~~Series A preferred stock.

~~Taiwan~~Common Stock

The Company’s ~~Taiwan~~issued ~~branch~~an ~~operating~~aggregate inof ~~Taiwan~~700,000 isshares ~~subject~~of to the ~~Taiwan~~Company’s ~~Profits~~common ~~Tax~~stock aton ~~the~~September ~~income~~30, ~~tax~~2024 ~~rate~~with fair value of ~~20%~~$1,932,000 to onits chairman and the ~~assessable income~~five ~~arising~~new directors in ~~Taiwan~~consideration ~~during~~of ~~its~~their ~~tax~~agreements to serve for the one-year. beginning from August 1, 2024. The ~~operation~~Company inhad ~~Taiwan~~$161,000 ~~incurred~~prepayment anto ~~operating~~related ~~loss~~parties ~~and~~as ~~the~~reflected ~~provision~~on ~~for~~the ~~income~~balance ~~tax~~sheets. ~~for~~ During the ~~years~~year ended June 30, ~~2024~~2025, ~~and~~the ~~2023~~Company expensed ~~was~~ $~~154~~1,~~199~~771,000 ~~and~~from $0the prepayment as stock compensation expense (see Note 15).

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology ~~Kong~~Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai 50,000 shares of the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September 1, 2024. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. The Company had $17,083 prepayment to related parties as reflected on the balance sheets. During the year ended June 30, 2025, the Company recorded $85,417 stock compensation expense for shares issued to Mr. Lai.

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 June 30, 2024 and 2023.F-19

~~F-17~~On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm, approved by the Board on October 8, 2024. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month to be paid quarterly. The Company terminated the service with this IR firm during the three months ended March 31, 2025. During the year ended June 30, 2025, the Company issued 3,000 shares of the Company’s common stock and recorded $8,200 stock compensation expense in respect of this agreement.

~~The~~On ~~People~~January 7, 2025, the Company entered an employment agreement with Mr. Andy F Wong to serve as the Company’s ~~Republic~~Chief Financial Officer (“CFO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of ~~China~~8,333 shares. During the year ended June 30, 2025, the Company recorded $180,000 stock compensation expense for shares to be issued to Mr. Wong.

~~The~~On January 7, 2025, the Company’s ~~subsidiary~~entered ~~operating~~an inemployment ~~The~~agreement ~~People~~with Mr. Tse-Ling Wang to serve as the Company’s ~~Republic~~Chief ofExecutive ~~China~~ Officer (“~~PRC~~CEO”) isfor ~~subject~~an toinitial ~~the~~term ~~PRC~~expiring ~~Income~~December ~~Tax~~31, at2025. ~~the~~The ~~unified rate~~agreement ofwas ~~25%~~approved onby the ~~assessable~~Board ~~income~~on ~~arising~~January in7, ~~PRC~~2025. ~~during~~The ~~its~~Company will ~~tax~~issue ~~year.~~250,000 ~~The~~restricted ~~Company~~stock ~~did~~units ~~not~~which ~~have~~shall ~~any~~be ~~PRC~~deemed ~~subsidiaries~~earned asin equal monthly instalments of 20,833 shares. During the year ended June 30, ~~2024~~ ~~after~~2025, the ~~disposal~~Company ofrecorded ~~Weiguan~~$450,000 ~~Ship~~stock incompensation ~~July~~expense ~~2023~~for shares to be issued to Mr. Wang.

~~The~~On ~~reconciliation~~October of1, ~~income~~2024, ~~tax~~the ~~rate~~Company entered into an employment agreement with Mr. Kun-Teng Liao to serve as the USCompany’s ~~effective~~director ~~income~~and Secretary. ~~tax~~On ~~rate~~January ~~based~~25, on2025, ~~income~~the ~~before~~Board ~~income~~appointed ~~taxes~~Mr. Liao as the Company’s Chief Operating Officer (“COO”) for an initial term expiring September 20, 2025. The agreement was approved by the ~~years~~Board on January 25, 2025. The Company will pay Mr. Liao 50,000 shares of the Company’s common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Liao 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $14,166 ~~2024~~stock ~~and~~compensation ~~2023~~expense ~~are~~for asshares ~~follows:~~to be issued to Mr. Liao.

~~SCHEDULE~~As of OFJune ~~EFFECTIVE~~30, ~~INCOME~~2025 ~~TAX~~and ~~RATE~~ 2024, the Company had 27,410,921 and 26,657,921 shares of its common stock issued and outstanding, respectively.

	2024			2023
	Years ended June 30,
	2024			2023
Income (Loss) before income taxes	$	3,004,713		$	(780,326	)
Statutory income tax rate		630,990			(163,868	)
Tax rate difference		(92,355	)		(17,536	)
Valuation allowance		(384,436	)		181,405
Income tax expense	$	154,199		$	-

NOTE 14 – NET INCOME (LOSS) PER SHARE OF COMMON STOCK

~~The~~Basic ~~following~~net ~~table~~(loss) ~~sets~~income ~~forth~~per share is computed using the ~~significant~~weighted ~~components~~average number of shares of common stock outstanding during the ~~deferred~~periods. ~~tax~~The dilutive ~~assets~~effect ~~and~~of ~~liabilities~~potential common stock outstanding is included in diluted net (loss) income per share of ~~the~~common ~~Company~~stock. asThe following table sets forth the computation of basic and diluted net loss per share for the years ended June 30, ~~2024~~2025 and ~~2023~~ 2024:

SCHEDULE OF ~~DEFERRED~~NET ~~INCOME~~LOSS ~~TAXES~~PER ~~ASSETS AND LIABILITIES~~SHARE

	June 30, 2024			June 30, 2023
	2025			2024
Deferred tax assets on
	Years ended June 30,
Net operating loss carryforwards:
	2025			2024
- United States	$	26,009		$	264,755
Net income (loss) for basic and diluted attributable to Vivic Corp - continuing operations	$	(3,446,751	)	$	980,951
- Taiwan		-			55,147
Net income (loss) for basic and diluted attributable to Vivic Corp – discontinued operations		-			1,869,563
- Hong Kong		437			365
Weighted average common stock outstanding – Basic		26,979,067			26,657,921
- PRC		-			594,625
Dilutive impact of preferred stock		8,320,000			8,320,000
Total		26,446			914,892
Weighted average common stock outstanding – Diluted		26,979,067			34,977,921
Less: valuation allowance		(26,446	)		(914,892	)
Net income (loss) per share of common stock – basic, continuing operations		(0.13	)		0.04
Deferred tax assets, net	$	-		$	-
Net income (loss) per share of common stock – diluted, continuing operations		(0.13	)		0.03
Net income (loss) per share of common stock – basic, discontinued operations		-			0.07
Net income (loss) per share of common stock –diluted, discontinued operations	$	-		$	0.05

~~As of~~* ~~June~~Net ~~30,~~loss ~~2023,~~per ~~the~~share ~~Company’s~~was ~~continuing~~the ~~operations~~same ~~had~~for ~~$123,854~~the ofbasic ~~net~~and ~~operating~~diluted ~~losses~~weighted ~~which~~average ~~can~~shares beoutstanding ~~carried forward to offset future taxable income. The Company has provided~~ for ~~a full valuation allowance against~~ the ~~deferred~~year ~~tax~~ended ~~assets~~June ~~of $26~~30,~~446~~ ~~based~~2025 ondue ~~the expected~~to ~~future~~anti-dilution ~~tax~~feature ~~benefits~~resulting from the net ~~operating~~ loss ~~from the Company’s continuing operations carry forwards as the management believes it is more likely than not that these assets will not be realized in the future~~.

F-1820

NOTE– 1415 ~~STOCKHOLDERS’~~– ~~EQUITY~~RELATED PARTY TRANSACTIONS

~~Authorized~~a. ~~Shares~~Related parties

~~The~~ SCHEDULE ~~Company~~OF isRELATED ~~authorized to issue 5,000,000 shares of preferred stock and 70,000,000 shares of common stock each with a par value of $0.001 per share.~~PARTIES

Preferred Stock

Name of Related Party		Relationship to the Company
Yun-Kuang Kung		Son of Shang-Chiai Kung, who is the Chairman of Vivic Corp.
Kung Hwang Liu Shiang		Director and Spouse of Shang-Chiai Kung, who is the Chairman of Vivic Corp.
Shang-Chiai Kung		Chairman of Vivic Corp.
Kun-Teng Liao*		COO
Tse-Ling Wang		CEO
Weiguan Ship		Yun-Kuang Kung acquired 100% ownership of this entity from Vivic Corp. in July 2023
Jiazhou Yacht Company Limited		Yun-Kuang Kung has 100% ownership of this entity
Fujian Jiaxin Yacht Company Limited		Yun-Kuang Kung has 100% ownership of this entity

~~As of~~* ~~June~~On 30October 9, 2024 ~~and 2023~~, ~~the~~Kun-Teng ~~Company~~Liao ~~had~~resigned ~~832,000 shares~~from ofhis ~~its~~positions ~~Series~~with Athe ~~preferred~~Company ~~stock~~and ~~issued~~ceased ~~and~~to ~~outstanding,~~be ~~with~~Secretary and a ~~par~~Board ~~value~~Member. ~~of $0~~Mr.~~001~~ ~~per share,~~Kun-Teng ~~each~~Liao ~~Series~~began Ato ~~preferred~~function ~~share~~in ~~can~~the becapacity ~~converted into 10 shares~~ of the Company’s ~~common~~Chief ~~stock.~~Operating ~~The~~Officer ~~holders of Series A preferred stock have voting rights equal to 50 votes per share of Series A preferred stock,~~ and ~~shall~~was beofficially ~~entitled~~appointed toas the ~~dividend~~Company’s ~~equal~~Chief ~~to the~~Operating ~~aggregate~~Officer ~~dividends~~effective ~~for~~January 1025, ~~shares of common stock for every one share of Series A preferred stock~~2025.

~~Common~~b. ~~Stock~~Prepayments - related party

OnAs ~~May~~of ~~26,~~June ~~2023~~30, ~~the~~2025 ~~Company~~and ~~issued 1~~2024,~~111,111~~ ~~shares~~the ofCompany ~~common~~had prepayment ~~stock~~ to ~~settle~~Weiguan aShip ~~debt due to Yun-Kuang Kung in the amount~~ of $1312,~~100,000, at~~169 aand ~~conversion price of~~ $0250,462.~~99 per share.~~

As of June 30, ~~2024 and 2023~~2025, the Company had prepayment ~~26,657,921~~to ~~shares~~Fujian ofJiaxin ~~its~~Company ~~common~~Limited ~~stock~~of ~~issued and outstanding~~$445,894.

~~NOTE–~~In 15addition, ~~NET~~on ~~INCOME~~and effective August 1, 2024, the Board of Directors (~~LOSS~~the “Board”) ~~PER~~of ~~SHARE~~the OFCompany ~~COMMON~~appointed ~~STOCK~~Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee will each be issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao will receive 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. The Board also approved the issuance of 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The Company issued an aggregate of 700,000 shares of the Company’s common stock during the year ended June 30, 2025 with a fair value of 1,932,000 as prepaid stock compensation expense. During the year ended June 30, 2025, the Company expensed 1,771,000 from prepaid expense as stock compensation expense. As of June 30, 2025, the Company had prepaid Chairman and Directors’ compensation of $161,000, as reflected in prepayments - related party on the consolidated balance sheets.

~~Basic~~Moreover, ~~net~~on ~~(loss)~~September ~~income~~1, ~~per~~2024, ~~share~~the isCompany ~~computed~~entered ~~using~~an ~~the~~employment ~~weighted~~agreement ~~average~~with ~~number~~Mr. ofHong ~~shares~~Hsin ofLai ~~common~~to ~~stock~~serve ~~outstanding~~as ~~during~~the Company’s Chief Technology Officer (“CTO”). The agreement was approved by the ~~periods~~Board on October 8, 2024. The ~~dilutive~~ ~~effect~~Company will pay Mr. Lai 50,000 shares of ~~potential~~the Company’s common stock ~~outstanding~~in the first year of employment. If the employment agreement is ~~included~~renewed inafter ~~diluted~~one-year, ~~net~~the ~~(loss)~~Company ~~income~~will ~~per~~pay ~~share~~Mr. Lai 20,000 shares of the Company’s common stock. ~~The~~each ~~following table~~year ~~sets~~in ~~forth~~which he remains employed by the ~~computation~~Company. ofDuring ~~basic~~the ~~and~~year ~~diluted~~ended ~~net~~June ~~loss~~30, 2025, ~~per~~the ~~share~~Company recorded $85,417 stock compensation expense for ~~the~~shares ~~years~~issued ~~ended~~to Mr. Lai. As of June 30, ~~2024~~2025, the Company had prepaid Chairman and ~~2023:~~Directors’ compensation of $17,083, as reflected in prepayments - related party on the consolidated balance sheets.

~~SCHEDULE OF NET LOSS PER SHARE~~ F-21

	2024		2023
	Years ended June 30,
	2024		2023
Net income (loss) for basic and diluted attributable to Vivic Corp - continuing operations	$	980,951	$	(318,849	)
Net income (loss) for basic and diluted attributable to Vivic Corp – discontinued operations		1,869,563		(461,477	)
Weighted average common stock outstanding – Basic		26,657,921		23,136,714
Dilutive impact of preferred stock		8,320,000		-
Weighted average common stock outstanding – Diluted		34,977,921		23,136,714	*
Net income (loss) per share of common stock – basic, continuing operations		0.04		(0.01	)
Net income (loss) per share of common stock – diluted, continuing operations		0.03		(0.01	)
Net income (loss) per share of common stock – basic, discontinued operations		0.07		(0.02	)
Net income (loss) per share of common stock –diluted, discontinued operations	$	0.05	$	(0.02	)

c. Due from related parties

*Due from ~~net~~related ~~loss~~parties ~~per~~consisted ~~share~~of ~~was~~ the same for the basic and diluted weighted average shares outstanding for the year ended June 30, 2023 due to anti-dilution feature resulting from the net loss from both continuing operations and discontinued operations.following:

~~F-19~~ SCHEDULE OF DUE FROM RELATED PARTY

NOTE– 16 RELATED PARTY TRANSACTIONS

Name	June 30, 2025		June 30, 2024
Weiguan Ship ⁽¹⁾	$	2,512,934	$	2,365,420
Yun-Kuang Kung ⁽²⁾		-		186,948
Total	$	2,512,934	$	2,552,368

a.As ~~Related~~of June 30, 2025, the due from related parties consisted of the following:

Name of Related Party		Relationship to the Company
	(1)	The Company had a receivable from Weiguan Ship for $2,512,934 as of June 30, 2025. Weiguan Ship was owned by the Company prior to June 30, 2023, any amount due was eliminated at consolidation prior to June 30, 2023.
Yun-Kuang Kung		Son of Shang-Chiai Kung, who is the CEO of Vivic Corp.
	(2)	On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the year ended June 30, 2025, Yun-Kuang Kung repaid the amount due to the Company in full.
Kung Hwang Liu Shiang		Director and Spouse of Shang-Chiai Kung, who is the CEO of Vivic Corp.
Shang-Chiai Kung		CEO of Vivic Corp.
Kun-Teng Liao*		Secretary and Board Member
Huilian Chen		Office manager of Vivic Corp.
Guangdong Weiguan Ship		Yun-Kuang Kung acquired 100% ownership of this entity from Vivic Corp. in July 2023
Jiazhou Yatch Company Limited		Yun-Kuang Kung has 100% ownership of this entity

*d. OnDue ~~October 9,2024 Kun-Teng Liao resigned from his positions with the Company and ceased~~ to berelated ~~Secretary and a Board Member.~~parties

b.Due ~~Accounts~~to ~~receivables~~related -parties ~~related~~consisted ~~party~~of the following:

~~As of~~ SCHEDULE ~~June~~OF ~~30,~~DUE ~~2024,~~TO ~~accounts~~RELATED ~~receivable from related party included receivables from Guangdong Weiguan Ship of $15,408, and Jiazhou Yatch Company Limited of $1,226,980, respectively, for ships sold to them.~~PARTIES

During the year ended June 30, 2024, the Company sold yachts in the aggregate amount of $1,508,036 to Jiiazhou Yacht Company, an entity owned by Yun-Kuang Kun. Of this amount, $1,226,980 is included in accounts receivable as of June 30, 2024.

Name	June 30, 2025		June 30, 2024

Kung Hwang Liu Shiang	$	54,205	$	2,815
Yun-Kuang Kung		106,198		-
Shang-Chiai Kung		178,651		183,816
Total	$	339,054	$	186,631

cIn 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. ~~Deposit~~There is no formal written commitment for continued support by officers, directors, or stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and ~~prepayment~~have -not ~~related~~been ~~party~~formalized by a promissory note.

AsDue to ofrelated ~~June~~parties ~~30,~~represented ~~2024~~temporary ~~and~~advances ~~2023,~~to the Company ~~has~~by ~~deposit~~the ~~and~~stockholders ~~prepayments~~or tosenior ~~Weiguan~~management of ~~$250~~the Company,~~462~~ which were unsecured, interest-free and ~~$nil~~had no fixed terms of repayments. Imputed interests from related parties’ loan are not significant.

d.Apart ~~Accounts~~from ~~payable~~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.

~~During~~NOTE ~~the~~16 ~~year~~– ~~ended~~COMMITMENTS ~~June~~AND ~~30, 2024, the Company purchased yachts from Weiguan Ship for an aggregate purchase price of $ 913,728, of which $ 903,728 was included in accounts payable as of the year end.~~CONTINGENCIES

e.As ~~Due~~of ~~from~~June ~~related~~30, ~~parties~~2025 and 2024, the Company has no material commitments and contingencies.

~~Due~~NOTE ~~from~~17– ~~related~~SUBSEQUENT ~~parties consisted of the following:~~EVENTS

~~SCHEDULE~~The Company OFfollows ~~DUE~~the ~~FROM~~guidance ~~RELATED~~in ~~PARTY~~ FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the consolidated financial statements were issued and determined the Company had no major subsequent events that need to be disclosed.

Name	June 30, 2024		June 30, 2023
Guangdong Weiguan Ship 1)	$	2,365,420	$	-
Yun-Kuang Kung 2)		186,948		-
Total	$	2,552,368	$	-

F-22

As of June 30, 2023, the due from related parties from discontinued operations was $33,222 (Note 4).

As of June 30, 2024, the due from related parties consisted of the following:

	1)	The Company had a receivable from Weiguan Ship for $2,365,420 as of June 30, 2024. Because Weiguan Ship was owned by the Company as of June 30, 2023, any amount due was eliminated at consolidation.
	2)	On June 16, 2023, the Company loaned $0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026. As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of approximately $400,000. During the year ended June 30, 2024, Yun-Kuang Kung repaid the Company approximately $15,000. As of June 30, 2024, Vivic HK owed $0.11 million to Yun-Kuang Kung for amounts loaned to Vivic HK. After netting-off the amount of due-to and due-from Yun-Kuang Kung, the Company’s outstanding amount receivable from Yun-Kuang Kung was $186,948 and $0 as of June 30, 2024 and 2023, respectively.

F-20

f. Due to related parties

Due to related parties consisted of the following:

SCHEDULE OF DUE TO RELATED PARTIES

Name	June 30, 2024		June 30, 2023
Kung Hwang Liu Shiang	$	2,815	$	270
Shang-Chiai Kung		183,816		190,416
Yun-Kuang Kung		-		107,358
Total	$	186,631	$	298,044

As of June 30, 2023, the due to related parties from discontinued operations was $183,472 (Note 4).

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

Due to related parties represented temporary advances to the Company by the stockholders or senior management of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interests from related parties’ loan are not significant.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE– 17 COMMITMENTS AND CONTINGENCIES

As of June 30, 2024 and 2023, the Company has no material commitments and contingencies.

NOTE– 18 SUBSEQUENT EVENTS

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the consolidated financial statements were issued and determined the Company had the following major subsequent event need to be disclosed:

On and effective August 1, 2024, the board of directors (the “Board”) of Vivic Corp. appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Li and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Li will each be issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company, and each of Ms. Huang and Mr. Pao will receive 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company.

F-21

Filing Compare · VIVIC CORP.