Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 15, 2019，Vivic Corp (“Company”) completed the acquisition of 100% ownership of Guangzhou Monte Fino Yacht Co., Ltd., a Chinese limited liability company (“Guangzhou Monte Fino”).

Guangzhou Monte Fino holds the exclusive license to use the brand “Monte Fino” in mainland China. Monte Fino is a famous yacht brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world. Guangzhou Monte Fino has acquired the rights to develop a yacht marina in Shanwei City, Guangdong Province, China and has also developed and operated “Surf”(享浪)，an online yacht rental and leisure service platform in Guangzhou, China. Guangzhou Monte Fino engaged in business in multiple Chinese provinces including Guangdong, Fujian and Hainan, and it has received numerous awards at the famous China Boat Show.

The acquisition of Guangzhou Monte Fino is a milestone for the Company’s business in mainland China. Guangzhou Monte Fino’s operations will contribute significantly to the main business of the Company, including marine tourism, yacht rental and marina management.

We are a corporation established under the corporation laws in the State of Nevada on February 16, 2017.  Yoel Rosario Duran and Dmitriy Perfilyev were our directors and officers. We mainly engaged in the tourism business. On December 27, 2018, Honetech Inc, a Samoa company, purchased 2,499,800 shares of common stock of Company from Yoel Rosario Duran for the price of $151,984.80 and 1,999,800 shares of common stock of the Company from Dmitriy Perfilyev for the price of $151,984.80 pursuant to the share purchase agreements entered on December 21, 2018. Upon the consummation of these transactions, Hontech Inc became the controlling shareholder of the Company.  In connection with this share purchase transaction, on December 21, 2018, the following new members have been appointed to the board of directors and principal offices of the Company:

On June 25, 2019, we formed Vivic Corporation (Hong Kong) Co., Ltd (“Vivic HK”), a wholly owned subsidiary company in Hong Kong.   We intended to use Vivic HK as the primary entity to carry out the new business development in Hong Kong, Macau and mainland China (“Target Areas”), coordinate the cooperation with other business entities in Target Areas, and invest in the potential mergers and acquisitions in Target Areas.

On July 6, 2019, Huilan Chen resigned and Cheng Lung Sung became the new Secretary of the Company.

On July 11, 2019, we formed a wholly owned branch company in Taiwan (“VIVC Taiwan”) at 19 Jianping Third Street, Tainan City.   VIVC Taiwan will be responsible for the research, development and application of energy-saving technologies, and the research and development of the manufacturing of electric ships.

Corporate Structure:

Upon the acquisition of Guangzhou Monte Fino, our corporate structure is as follows:

Guangzhou Jiaxin Yacht Co., Ltd. focusing on dock development, new energy yacht research and development, yacht maintenance and other industry chain undertakings. 

Business and Services

Guangzhou Monte Fino’s business operations mainly consist of:

Operation of the yacht wharf:

Acquire the right to the construction land of the yacht wharf, co-develop the yacht wharf with local developers and operate the yacht wharf afterwards

Yacht sales: Guangzhou Monte Fino is the general agent of Monte Fino yacht brand in mainland China. Monte Fino is a luxury yacht brand established for 30 years with approximately 1200 luxury superyachts sold under its brand.

Yacht leasing: we operate yacht leasing business in Fujian, Guangdong and Hainan and can also reach out to customers in other regions through Internet sharing platform.

Internet platform development and operation: the company has developed an Internet yacht platform with the brand of Surf ("Xianglang"). Through the distribution mechanism, the company enrolled members and sold membership subscription to expand yacht consumption customers. It provides marine tourism products through the time share mechanism.

Yacht maintenance: provide yacht maintenance service for Chinese mainland customers.    

New energy yacht research and development: research and development through full electric or hybrid electric yacht, reduce the cost of yacht tourism operation, protect the earth environment, and reduce the use of yacht pollution.

decoration for the same type of ship, and regardless of Chinese and international customers, it can understand the production process of the yacht at any time, timely adjust the function design.

Merchant/user scale. We want to include products from mass market merchants, such as food and beverages, as part of our products and services. We believe that by adopting a blockchain driven incentive model, simple to complex transactions will be more effectively extended to the mass market.

Brand. We believe that one of the benefits of our brand is that Monte Fino, as a luxury yacht brand, has been established for many years and has good quality control and customer reviews, as well as good customer reviews on the internet platform. A good brand image will help our ecosystem gain more users, distributors and merchants. 

per cent of people buys houseboat, this quantity will be very considerable, and the consumption potential to boat of middle and low end of the middle class once be dug out fully, this scale will be more astonishing.

    We see rising incomes in the region's emerging economies and strong spending power. In the near future, we hope to focus our business on China. 

Corporate Growth Strategy 

Develop and perfect our yacht and waterfront tourism industry chain through one circle, two cores and three drives.

Through the physical carrier such as the dock, the development of the industry chain of the yacht, the current pure real estate management to develop into industrial management, the introduction of professional real estate developers in the real estate for authorized development, the company can maximize the land profits, the enterprise can concentrate resources to develop the yacht industry. Through the company's mature operation of a circle + dual core + three drive, the marina will be a good operation, economic benefits.

The yacht ecosphere mainly includes physical industry, yacht manufacturing, yacht sales, yacht trusteeship, yacht training, yacht finance, yacht leasing, membership service, yacht maintenance, yacht wharf, yacht real estate and yacht exhibition.

The front end is the yacht production and maintenance base, and the back end is the yacht commercial complex.

Sales, turn the yacht into a sustainable income - generating asset package, enhance the appeal. Operation, the use of the Internet + big data, the formation of a yacht operation platform, has been registered to own the brand "Surf" platform. Customers can use mobile phones to place orders to visit the yacht, while strengthening sales training, developed a number of excellent sales representatives. Products, actively research and development of new electric yacht, the launch of products in line with market demand. 

Intellectual Property And Patents

We expect to rely on patents, trade secrets, Copyrights, proprietary technology, trademarks, license agreements and contractual terms to build our intellectual property and protect our Monte Fino and Surf brands and services. However, these legal instruments provide only limited protection and do not fully protect our rights. Litigation may be necessary in the future to protect our intellectual property, protect our trade secrets, or determine the validity and scope of ownership by others. Litigation can result in substantial costs and diversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property may increase the cost of our business and impair our operating results.

We intend to seek the broadest possible protection for major products and developments in our major markets by combining trade secrets, trademarks, Copyrights and patents, if applicable. We register our trademarks in most parts of the world to protect the brand names of our companies and products.

We will require our employees to sign a non-disclosure agreement with us at the commencement of employment. We expect these agreements to provide that all confidential information developed or disclosed to individuals in the course of their employment with us shall be confidential and shall not be disclosed to third parties except in certain limited circumstances. The agreement will also provide that all inventions conceived by individuals at the time of providing services to us shall be the exclusive property of the company.

Planning/promotion               1 

Management/finance               2  

Total                              9  

All of our employees work in mainland China. We believe we have maintained a good relationship with our employees and have not experienced any strikes or lockouts, nor have we been involved in any Labour disputes.

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Government and Trade Regulations

We comply with the general laws governing business in China, including labor, occupational safety and health, general corporations, intellectual property and similar laws.  

Insurance 

We insure according to the usual practice in mainland China. Buy endowment insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance for employees. 

RISK FACTORS

We believe our future success will also depend in large part upon our ability to attract, retain and further motivate highly skilled management, marketing, sales and product development personnel. We expect to establish an incentive compensation plan for our key personnel to retain their services. We have experienced intense competition for personnel, and we cannot assure you that we will be able to retain our key employees or that we will be successful in attracting, assimilating and retaining personnel in the future.

If we are unable to successfully manage growth, our business and operating results could be adversely affected.

We expect the growth of our business and operations to place significant demands on our management, operational and financial infrastructure. If we do not effectively manage our growth, the quality of our products and services could suffer, which could negatively affect our reputation and operating results. Our expansion and growth in international markets heighten these risks as a result of the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems, and commercial infrastructures. To effectively manage this growth, we will need to develop and improve our operational, financial and management controls, and our reporting systems and procedures. These systems enhancements and improvements may require significant capital expenditures and management resources. Failure to implement these improvements could hurt our ability to manage our growth and our financial position.

We may need to raise additional financing to support our operations and future acquisitions, but we cannot be sure that we will be able to obtain additional financing on terms favorable to us when needed. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.

We have limited financial resources. There can be no assurance that we will be able to obtain financing to fund our operations in light of factors beyond our control such as the market demand for our securities, the state of financial markets, generally, and other relevant factors. Any sale of our Common Stock in the future may result in dilution to existing stockholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any future indebtedness or that we will not default on our future debts, which would thereby jeopardize our business viability. We may not be able to borrow or raise additional capital in the future to meet our needs, which might result in the loss of some or all of your investment in our Common Stock. Even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient to enable us to develop our business to a level where it will generate profits and cash flows from operations or provide a return on investment. In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders and the trading price of our Common Stock could be adversely affected. Further, if we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to continue as a going concern, you may lose your entire investment.

A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our operations and our ability to maintain user confidence.

We rely extensively on our computer systems to manage and account for inventory, process user transactions, manage and maintain the privacy of user’s data, communicate with our vendors and other third parties, service accounts, and summarize and analyze results. We also rely on continued and unimpeded access to the Internet to use our computer systems. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, malicious attacks, security breaches, and catastrophic events. If our systems are damaged or fail to function properly or reliably, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process user transactions, engage in additional promotional activities to retain our users, and encounter lost user confidence, which could adversely affect our results of operations.

We continually invest to maintain and update our computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact user experience and user confidence.

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If our efforts to protect the security of information about our Resellers, customers, and other third parties are unsuccessful, we may face additional costly government enforcement actions and private litigation, and our sales and reputation could suffer.

We regularly receive and store information about our Resellers, customers, merchants, vendors and other third parties. We have programs in place to detect, contain, and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties or through open source solutions may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and vendors.

To date, we have not encountered significant incidents of data breach or breaches that were material to our consolidated financial statements. If we, our vendors, or other third parties with whom we do business experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation. In addition, our users could lose confidence in our ability to protect their information, which could cause them to discontinue using our e-wallets, our digital products, or loyalty programs, or stop shopping with us altogether.

Other factors can have a material adverse effect on our future profitability and financial condition.

Many other factors can affect our profitability and financial condition, including:

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Risks Related to our International Operations

We are subject to risks associated with doing business internationally including compliance with domestic and foreign laws and regulations, economic downturns, political instability and other risks that could adversely affect our operating results.

We conduct our businesses in Asia and Southeast Asia and have assets located in Taiwan and China. We are required to comply with numerous and broad reaching laws and regulations administered by United States federal, state and local, and foreign governmental authorities. We must also comply with other general business regulations such as those directed toward accounting and income taxes, anti-corruption, anti-bribery, global trade, handling of regulated substances, and other commercial activities, conducted by our employees and third-party representatives globally. Any failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, and civil remedies including fines, injunctions, and recalls of our products. In addition, changes to regulations or implementation of additional regulations may require us to modify existing processing facilities and/or processes, which could significantly increase operating costs and negatively impact operating results.

We operate in both developed and emerging markets in Southeast Asia which are subject to impacts of economic downturns, including decreased demand for our products, reduced availability of credit, or declining credit quality of our suppliers, customers, and other counterparties. We anticipate that emerging market areas could be subject to more volatile economic, political and market conditions. Economic downturns and volatile conditions may have a negative impact on our operating results and ability to execute its business strategies.

Our operating results may be affected by changes in trade, monetary, fiscal and environmental policies, laws and regulations, and other activities of governments, agencies, and similar organizations. These conditions include but are not limited to changes in a country’s or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange fluctuations, burdensome taxes and tariffs, enforceability of legal agreements and judgments, other trade barriers, and regulation or taxation of greenhouse gases. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, may limit our ability to transact business in these markets and may adversely affect our revenues and operating results.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have operations, agreements with third parties and make sales in Asia, which may experience corruption. Our proposed activities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing practices and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

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We expect our revenues to be paid in non-U.S. currencies, and if currency exchange rates become unfavorable, we may lose some of the economic value of the revenues in U.S. dollar terms.

Our operations are conducted in Taiwan and China and our operating currency is the New Taiwan Dollar and RMB. Since we conduct business in currencies other than U.S. dollars but report our financial results in U.S. dollars, we face exposure to fluctuations in currency exchange rates. For instance, if currency exchange rates were to change unfavorably, the U.S. dollar equivalent of our operating income recorded in foreign currencies would be diminished.

We currently do not, but may in the future, implement hedging strategies, such as forward contracts, options, and foreign exchange swaps to mitigate this risk. There is no assurance that our efforts will successfully reduce or offset our exposure to foreign exchange fluctuations. Additionally, hedging programs expose us to risks that could adversely affect our financial results, including the following:

We anticipate increased exposure to exchange rate fluctuations as we expand the breadth and depth of our international sales.

In our financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of that period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions could result in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions could result in increased revenue, operating expenses and net income for our international operations.

Risks Related to our Common Stock

We can provide no assurances as to our future financial performance or the investment result of a purchase of our Common Stock.

Any projected results of operations involve significant risks and uncertainty and should be considered speculative, and depend on various assumptions which may not be correct. The future performance of our Company and the return on our common stock depends on a complex series of events that are beyond our control and that may or may not occur. Actual results for any period may or may not approximate any assumptions that are made and may differ significantly from such assumptions. We can provide no assurance or prediction as to our future profitability or to the ultimate success of an investment in our Common Stock.

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The market price of our common stock may be volatile, and our stock price may fall below your purchase price at the time you desire to sell your shares of our common stock, resulting in a loss on your investment.

The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including, without limitation:

The stock market and, in particular, the market for financial institution stocks have experienced significant fluctuations in recent years. In many cases, these changes have been unrelated to the operating performance and prospects of particular companies. In addition, significant fluctuations in the trading volume in our common stock may cause significant price variations to occur. Increased market volatility may materially and adversely affect the market price of our common stock, which may make it difficult for you to resell your shares at the volume, prices and times desired.

We will be subject to the “penny stock” rules which will adversely affect the liquidity of our common stock.

In the event that our shares are traded, and our stock trades about $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of about $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to. These rules also limit the ability of broker-dealers to solicit purchases of our Common Stock and therefore reduce the liquidity of the public market for our shares should one develop.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

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It is not likely that we will pay dividends on the Common Stock or any other class of stock.

We intend to retain any future earnings for the operation and expansion of our business. We do not anticipate paying cash dividends on our Common Stock, or any other class of stock, in the foreseeable future. Stockholders should look solely to appreciation in the market price of our common shares to obtain a return on investment.

Investing in our Company is highly speculative and could result in the entire loss of your investment.

An investment in our shares is highly speculative and involves significant risk. Our shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

Financial Condition

During the twelve-month period following the date of this current report, we anticipate that we may not generate sufficient operating revenue to fund our business plan. Accordingly, we will be required to obtain additional financing in order to pursue our plan of operations during and beyond the next twelve months. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or shareholder loans. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or shareholder loans to establish our new business.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We generated net revenue of $856 and $1,117 during the fiscal years ended December 31, 2018 and 2017, respectively. Our net revenue for nine months ended September 30, 2019 was $7,389 and compared to $869 for the same period ended in 2018. The increase in the net revenue was mostly due to more yacht services rendered with focus on the Greater China region.

Our general and administrative expenses for year ended December 31, 2018 and 2017 were $195,761 and 194,842 respectively.  For these year ends, they remained stable.  For the nine months ended September 30, 2019, the general and administrative expenses of $232,900 were incurred, compared to $149,579 incurred for the same period ended September 30, 2018.  The reason for the rise in the general and administrative expenses was that the company tried to develop new and more business opportunities. General and administrative expenses were basically the corporate overhead, such as legal, accounting and office expenses, etc.

For the year ended December 31, 2018, the net loss was $194,683, compared to the net loss $108,437 for year ended December 31, 2017.   Our net loss for the nine months ended September 30, 2019 and 2018 were $225,756 and $148,495 respectively.  The rise in the net loss was mainly because our general and administrative expenses increased.

LIQUIDITY AND CAPITAL RESOURCES

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As of December 31, 2018, our total assets were $378,996, compared to $402,377 as of December 31, 2017.  As of September 30, 2019, our total assets were $339,006. The decrease was mainly because of the annual depreciation on the plant and equipment.

As of December 31, 2018 and 2017, our total liabilities were $557,194 and $392,786 respectively.  The increase was mostly caused by rising in the amount due to a director.  As of September 30, 2019, our total liabilities were $553,248.

As of December 31, 2018 and 2017, our accumulated deficits were $332,503 and $137,820 respectively.  As of September 30, 2019, our accumulated deficit was $558,259. The additional accumulated deficit was mainly due to the increase in the general and administrative expenses.

Total stockholder’s deficit was $178,198 as of December 31, 2018 and total stockholder’s equity was $9,591 as of December 31, 2017.  As of September 30, 2019, total stockholder’s deficit was $214,242.

Cash Flows from Operating Activities

For the year ended December 31, 2018 and 2017, net cash flows used in operating activities were $113,291 and $364,444 respectively.  For the nine months period ended September 30, 2019, the net cash flows used in operating activities was $180,686, compared to the same period in 2018 was $73,375.  It was mostly caused by the increase in the account and other receivables.

Cash Flows from Investing Activities

For the year ended December 31, 2018, net cash used in investing activities was nil, compared to $2,456 for the year ended December 31, 2017.  For the nine-month period ended September 30, 2019 and 2018, net cash used in investing activities were $17,734 and $0 respectively.  It was mostly caused by the purchase of plant and equipment.

Cash Flows from Financing Activities

For the year ended December 31, 2018, net cash generated from financing activities was $99,772, compared to $389,405 for the year ended December 31, 2017.  It was mainly due to the advance from a director.  For the nine months period ended September 30, 2019, net cash generated from financing activities was $160,084, compared to $68,496 for the same period in 2018.  The reason mostly was that the proceeds from capital injection was made.