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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 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)

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)

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

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

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

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

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.

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.

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).

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

 There
were 26,657,921 shares of the Company's common stock outstanding as of April 10, 2024.

 The
aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2023 was $ 17,270,559.

 TABLE
OF CONTENTS

 ITEM

 DESCRIPTION OF BUSINESS

 ITEM
 1A

 RISK FACTORS

 ITEM
 1B

 UNRESOLVED STAFF COMMENTS

 ITEM
 1C

 CYBERSECURITY

 ITEM

 PROPERTIES

 ITEM

 LEGAL PROCEEDINGS

 ITEM

 MINE
 SAFETY DISCLOSURES

 ITEM

 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM

 [RESERVED]

 ITEM

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

 ITEM
 7A

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A

 CONTROLS AND PROCEDURES

 ITEM
 9B

 OTHER INFORMATION

 ITEM
 9C

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM

 EXECUTIVE COMPENSATION

 ITEM

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 ITEM

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM

 FORM
 10-K SUMMARY

 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.
Currently, we have no business operations in Hong Kong or mainland China.

 References
in this report to the "Company," "VIVC," "we," "us" and "our" refer to Vivic
Corp., a Nevada company, and its subsidiaries and Taiwanese branch on a consolidated basis. 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.

 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"

 As
our company grows, we will seek to expand the yacht brands we offer for sale, the territories in which we market our yachts and, if appropriate
based on our capabilities and what we can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other
territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable.

 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

has had a robust yacht manufacturing industry since the 1950s and yachts designed and manufactured in Taiwan are distributed throughout
the world. The Taiwanese yacht building industry underwent a period of decline in the 1990s. From 2000 to 2011, Taiwan's yacht
manufacturers sought to expand the market by entering into strategic alliances, focusing on designing and engineering, and improving
their infrastructure and manufacturing capabilities. In addition to expanding the market, this facilitated the development of the mega
yacht and the customization of yachts to offer more amenities. There was also a shift toward more modern, lighter components including
fiberglass hulls and decks. Today, yachts typically range from 38 feet to 150 feet, and a large portion of the market is for luxury yachts
from 60 feet to 80 feet.

 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 our of company in Taiwan.

 Sales
and Marketing

 We
are dedicated to catering to the needs of affluent yacht operators in Taiwan and Asia, who are interested in outdoor yacht recreational
activities. With the increase in disposable income, more individuals are looking to participate in outdoor water sports, yacht tourism,
recreational activities, and social gatherings on the water for business entertainment. 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. Our standardized and rapid production, coupled with their 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 in a shorter time frame.

 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.

 Orders
and Backlog

 Since
we determined to focus on the sale of yachts, our book of business has grown. This is evidenced by the fact that we first began to
generate revenues from the sale of yachts in the second half of 2023, achieving revenues of $1.6 million for all of 2023. We now
have in-house a sufficient number of orders to achieve revenues for 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 yachts
and is expected to receive orders for approximately 20 yachts during 2024, which will generate more than $1.6 million in brand
licensing revenues. Because orders are seasonal and subject to wide fluctuations in timing and as to the cost of the yachts ordered,
period-to-period comparisons are not necessarily being meaningful, nevertheless, we do use bookings as a gauge of future nets
sales.

 Employees

 As
of April 1, 2024, we employed 25 individuals including outside sales personnel. Of these, 8 were involved in design and
engineering, 3 were in quality control, 9 were in administration, and the remaining 5 were in sales and marketing. 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 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. 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.

 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

Foreign Exchange Control Law and regulations provide that all foreign exchange transactions must be executed by banks designated by Taiwan's
Financial Supervisory Commission and the Central Bank of the Republic of China (Taiwan) to engage in such transactions. Current regulations
favor trade-related or service-related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise
and services may be retained and used freely by exporters, and all foreign currency needed for the importation of merchandise and services
may be purchased freely from the designated foreign exchange banks.

 Apart
from trade-related or service-related foreign exchange transactions, Taiwan companies and individual residents reaching the age of 20
may, without foreign exchange approval, remit foreign currency of up to US$50 million (or its equivalent) and US$5 million (or its equivalent),
respectively, each calendar year to and from Taiwan (or such other amount as determined by the Central Bank of the Republic of China
(Taiwan) from time to time at its discretion in consideration of Taiwan's economic and financial conditions or the needs to maintain
the order of foreign exchange market in Taiwan). The limits apply to remittances involving either a conversion of NTD into a foreign
currency or a conversion of foreign currency into NTD. In addition, a requirement is also imposed on all enterprises to register medium-
and long-term foreign debt with the Central Bank of the Republic of China (Taiwan). Subject to specified requirements but without foreign
exchange approval of the Central Bank of the Republic of China (Taiwan), foreign persons may remit to and from Taiwan foreign currencies
of up to US$100,000 (or its equivalent) per remittance if the required documentation is provided to the authorities in Taiwan. The above
limit applies to remittances involving either a conversion of NTD into a foreign currency or a conversion of foreign currency into NTD.

 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.

 Because
we have yet to generate significant revenues, have incurred operating losses to date, have limited resources and expect to continue to
incur losses for the immediate future, our registered public accounting firm in its audit report expressed substantial doubt about our
ability to continue as a going concern. Our continued operation is dependent on our ability to raise sufficient funds to finance our
activities. 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
expect losses in the future because we have limited revenues.

 We
are expecting losses over the next 12 months because we do not yet have sufficient revenues from continuing operations to offset the
expenses associated with our operations. We recognize that if we are unable to generate significant revenues, we will not be able to
earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful,
and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

 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. Consequently, as December
31, 2023, we had loans outstanding in the aggregate amount of $642,693 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 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
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.

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.

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 and Mr. Kun-Teng Liao. The loss of the services of either
of these individuals 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, and Mr. Kun-Teng
Liao, our Secretary and a Director. Mr. Kung is 84 years old. If either of these gentlemen 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 Messrs. Kung and Liao, 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.

 Messrs.
Kung and Liao never 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.

 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.

 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

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

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.

 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 Inc, a Samoa company, which is owned by Mr. 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 26,657,921 shares of common stock. Therefore,
Yu Cheng, as the owner of Hontech Inc., can cast votes representing 60.9% of the aggregate voting power on all matters voted upon by our
stockholders, including the election of members of our Board of Directors. Accordingly, Mr. 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. Mr. Cheng will also have the power to prevent or cause a change in
control of our Company. Without the consent of Mr. Cheng, we may be prevented from entering into transactions that could be beneficial
to us or our minority shareholders. Mr. 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.

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

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 injn the foreseeable future.

 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 bid prices
for our common stock during the fiscal years 2023 and 2022 as reported by the OTC Market. These prices reflect inter-dealer quotations
without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions.

 Price
 Range

 Period

 High

 Low

 Year Ended December 31, 2023:

 First Quarter

 $
 0.398

 $
 0.11

 Second Quarter

 $
 0.247

 $
 0.065

 Third Quarter

 $
 0.198

 $
 0.0315

 Fourth Quarter

 $
 0.09

 $
 0.016

 Year Ended December 31, 2022:

 First Quarter

 $
 0.75

 $
 0.30

 Second Quarter

 $
 0.58

 $
 0.30

 Third Quarter

 $
 0.40

 $
 0.12

 Fourth Quarter

 $
 0.18

 $
 0.12

 Holders

 On
March 29, 2024, there were approximately 96 holders of record of our common stock. The number of record holders does not 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

 We
currently do not have any equity compensation plans.

 Recent
Sales of Unregistered Equity Securities

 All
sales of unregistered securities made by us during 2023 were previously reported.

 Purchases
of Our Equity Securities

 No
repurchases of our common stock were made by us during the fiscal year ended December 31, 2023.

 We
currently do not have any equity compensation plans.

 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
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.

 We
are the exclusive distributor of Monte-Fino yachts in Asia and the Middle East pursuant to our agreement with Kha Shing Enterprise Co.
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."

 As
our company grows, we will seek to expand the yacht brands we offer for sale, the territories in which we market our yachts and, if appropriate
based on our capabilities and what we can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other
territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable.

 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 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.

 Results
of Operations

 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 indirectly wholly-owned
subsidiary, Guangdong Weiguan Ship Tech Co., Ltd. ("Weiguan Ship"). In consideration for our interest in Weiguan Ship,
we received RMB 1,000 ($137) and the agreement of Mr. Kung to indemnify us and our affiliates against any and all claims, including
unknown claims and claims for taxes, related to the business of Weiguan Ship whether arising before or after the date of the Stock
Purchase Agreement The divestiture of
Weiguan Ship completed our plan to divest of all activities other than our ongoing yacht business in Taiwan.

 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
of continuing operations for the years ended December 31, 2023 and 2022

 Dollar

 Percent

 2023

 %
 of
 sales

 2022

 %
 of
 sales

 Increase
 (Decrease)

 Increase
 (Decrease)

 Revenue, net

 $
 1,600,942

 100.00
 %

 $
 -

 -
 %

 $
 1,600,942

 -
 %

 Cost of revenue

 1,388,728

 86.74
 %

 -

 -
 %

 1,388,728

 -
 %

 Gross profit

 212,214

 13.26
 %

 -

 -
 %

 212,214

 -
 %

 General and administrative
 expenses

 395,324

 24.69
 %

 216,009

 -
 %

 179,315

 83.01
 %

 Total operating expenses

 395,324

 24.69
 %

 216,009

 -
 %

 179,315

 83.01
 %

 Loss from operations

 (183,110
)

 (11.44
)%

 (216,009
)

 -
 %

 (32,899
)

 (15.23
)%

 Other expenses, net

 (56,719
)

 (3.54
)%

 (10,265
)

 -
 %

 46,454

 452.55
 %

 Loss before income taxes

 (239,829
)

 (14.98
)%

 (226,274
)

 -
 %

 13,555

 5.99
 %

 Income tax expense

 1,531

 0.10
 %

 -
 %

 1,522

 16,911.11
 %

 Net loss from continuing operations

 (241,360
)

 (15.08
)%

 (226,283
)

 -
 %

 15,077

 6.66
 %

 Net income (loss) from
 discontinued operations

 109.08
 %

 (755,269
)

 -
 %

 2,501,571

 331.22
 %

 Net income (loss) for the period

 94.00
 %

 (981,552
)

 -
 %

 2,486,494

 253.32
 %

 Net loss attributable to noncontrolling interest
 arise from

 Continuing operations

 -

 -
 %

 -

 -
 %

 -

 -
 %

 Discontinued
 operations

 -

 -
 %

 (37,156
)

 -
 %

 (37,156
)

 (100.00
)%

 Net income (loss) attributable to Vivic Corp.
 arise from

 -

 0.00
 %

 (37,156
)

 -
 %

 (37,156
)

 (100.00
)%

 Continuing operations

 (241,360
)

 (15.08
)%

 (226,283
)

 -
 %

 15,077

 6.66
 %

 Discontinued
 operations

 109.08
 %

 (718,113
)

 -
 %

 2,464,415

 343.18
 %

 Total net income (loss) attributable to Vivic
 Corp.

 94.00
 %

 (944,396
)

 -
 %

 2,449,338

 259.35
 %

 Revenue

 Revenue
from continuing operations was $1,600,942 for the year ended December 31, 2023 ("Fiscal 2023"), representing an increase of $1,600,942 from the
year ended December 31, 2022 ("Fiscal 2022"), in which there was no revenue. The increase was mainly due to the inception of sales of yacht at our
Taiwan branch.

 Cost
of revenue

 Cost
of revenue from continuing operations was $1,388,728 for Fiscal 2023, an increase of $1,388,728 from Fiscal 2022, in which there
were no revenues or cost of revenues. The increase was mainly due to the inception of sales at our Taiwan branch.

 Gross
profit

 Gross
profit from continuing operations was $212,214 for Fiscal 2023, an increase of $212,214, from gross profit for Fiscal 2022, when there were no sales.

 Operating
expenses

 General
and administrative expenses from continuing operations were $395,324 for Fiscal 2023, compared to $216,009 for Fiscal 2022, an
increase of $179,315 or 83.01%. The increase was mainly due to an increase in staffing fees by $146,315, an increase in professional
expenses by $107,242, increased management service fees by $60,000, increased meal and entertainment expense by $13,127, increased
annual filing fee by $6,016, increased retirement fee by $1,114, increased travel expense by $4,887 and increased other expenses by
$32,252, which were partly offset by decreased consulting expenses of $170,990, and decreased payroll expense of $20,343.

 Other
expenses, net

 Net
other expense from continuing operations was $56,719 for Fiscal 2023, and $10,265 for Fiscal 2022, respectively. For Fiscal 2023,
the net other expense mainly consisted of interest expense of $18,271, and other expenses of $38,448. For Fiscal 2022, the net other
expense mainly consisted of interest expense of $7,761, and other expense of $2,504.

 Net
loss from continuing operations

 We
had a net loss from continuing operations of $241,360 for Fiscal 2023, compared to $226,283 for Fiscal 2022, an increase of $15,077 or 6.66%, for the reasons explained above.

 Net
income (loss) from discontinued operations

 We
had net income from discontinued operations of $1,746,302 for Fiscal 2023, compared to net loss of 755,269 for Fiscal 2022. During Fiscal 2023, we had a gain on disposal of Weiguan Ship of $1,859,207, and a $112,905
loss from the operations of Weiguan Ship, up to the date of disposal.

 LIQUIDITY
AND GOING CONCERN

 We
had $72,907 of cash and cash equivalents and working capital of $2,190,652 as of December 31, 2023, and incurred a net loss from
continuing operations of $241,360 during the year ended December 31, 2023, respectively. Our working capital as of December 31,
2023, includes a related party receivable of $ 2,586,218. The following is a summary of cash provided by or used in each of the
indicated types of activities during the years ended December 31, 2023, and 2022.

 2023

 2022

 Net cash (used in) provided by
 operating activities for continuing operations

 $
 27,623

 $
 (246,512
)

 Net cash (used in) provided
 by operating activities for discontinued operations

 (235,558
)

 249,705

 Net cash provided by (used
 in) operating activities

 (207,935
)

 3,193

 Net cash used in investing activities for continuing
 operations

 -

 (7,485
)

 Net cash (used in) provided
 by investing activities for discontinued operations

 (43,782
)

 (35,821
)

 Net cash used in investing
 activities

 (43,782
)

 (43,306
)

 Net cash (used in) provided by financing activities
 for continuing operations

 (25,163
)

 207,371

 Net cash provided by
 (used in) financing activities for discontinued operations

 282,419

 (108,469
)

 Net cash provided by financing
 activities

 $
 257,256

 $
 98,902

 Net
cash from continuing operations used in or provided by operating activities

 The
net cash provided by operating activities from continuing operations was $27,623 for Fiscal 2023, compared to net
cash used in operating activities from continuing operations of $246,512 for Fiscal 2022. The decrease in cash outflow
from operating activities was principally attributable to an increase in cash inflow from deferred
revenue by $270,715, which was mainly customer deposits for sales orders received in our Taiwan branch, an increase in cash inflow from
accrued liabilities and other payables by $144,493, an increase in cash inflow from tax payables by $38,134, and decreased cash outflow
on other receivables of $18,121, which was partly offset by increased cash outflows from accounts receivables by $175,827, increased
cash outflow from deposit and prepayments by $3,232 and increased net loss from continue operation by $15,077.

 Net
cash from continuing operations used in or provided by investing activities

 Net
cash provided by investing activities for continuing operations was $nil for Fiscal 2023, compared to net cash used
in investing activities for continuing operations of $7,485 for Fiscal 2022. The net cash used in investing activities
for continuing operations for Fiscal 2022, consisted of the purchase of intangible assets for $7,485.

 Net
cash from continuing operations provided by or used in financing activities

 The
net cash used in financing activities from continuing operations was $25,163 for Fiscal 2023, compared to net cash
provided by financing activities from continuing operations of $207,371 for Fiscal 2022. The net cash used in financing
activities from continuing operations for Fiscal 2023, consisted of proceeds from loans of $545,703, partly
offset by changes in amounts due to related parties of $570,866. The net cash provided by financing activities from continuing operations
for Fiscal 2022, consisted of proceeds from issuance of shares of $50,000, and proceeds from amounts due to related
parties of $157,371.

 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
Company had $72,907 of cash and cash equivalents available for the Company's continuing operations and working capital of
$2,190,652 as of December 31, 2023, which included a receivable due from a related party in the amount of $2,586, 218, and incurred
a net loss of $241,360 from continuing operations during the year ended December 31, 2023. The Company had an accumulated deficit of approximately $3.3 million as
of December 31, 2023.

 The
continuation of the Company as a going concern through the one-year anniversary of the date of this filing is dependent upon the 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.

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, the receipt of amounts due from related parties 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 debt instruments, and anticipated cash flow are expected to be adequate to fund our operations
over the next twelve 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 upon 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, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 Our
consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements
requires us to make estimates and assumptions which affect the reported the amounts of assets, liabilities, revenue, costs and expenses
and related disclosures. Accounting policies are critical and necessary to account for the material estimates and assumptions on our
consolidated financial statements. For further information on all of our significant accounting policies, see the "Notes to Consolidated
Financial Statements" of this Annual Report.

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.

Net loss per share

 The
Company calculates net loss per share in accordance with ASC Topic 260, "Earnings per Share." Basic loss per share is computed
by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income per share
is computed similar to basic income per share 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
shares were dilutive.

Recent accounting pronouncements

 In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging
- Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity ("ASU 2020-06"), which simplifies the accounting for certain financial instruments with characteristics of liabilities
and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing
guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features
and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception
from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer's
own stock and classified in stockholders' equity, by removing certain criteria required for equity classification; and (3) revises
the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments
by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an
instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal
years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier
than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the
fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact
that ASU 2020-06 may have on its CFS and related disclosures.

 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 and chief executive officer (who is acting as our principal executive officer)
and chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions
regarding required disclosure.

 Our
president and chief executive officer, who is also serving as our chief financial officer, carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based on such evaluation, our president/
chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023.

 Management's
Annual Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal controls over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive
officer/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.

has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. 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 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 December 31, 2023, 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.

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 year ended December 31, 2023 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Inherent
Limitations of the Effectiveness of Controls

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

 Shang-Chiai
Kung, CEO, CFO, Chairman of the Board and a Board Director, 84 years old, is a resident of Taiwan. He received a degree from An-Ping
Junior High School. He was the Chairman of Kha Shing Enterprise Co., Ltd. (Taiwan) from 1988 to 2004. Since 2008 he has been Chairman
of Go Right Holdings Ltd. Since 2013 he has served as Chairman of Jiexing Argicultural Technology Co., Ltd. Mr. Kung became a director
of our Company, our Chairman and Chief Executive Officer on July 9, 2020 and Chief Financial Officer on June 15, 2021.

 Kun-Teng
Liao, Secretary and a Director, 55 years' old, is a resident of Taiwan. 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. Mr. Liao became a director
of our Company and Secretary on 8/4/2021.

 Board Composition; Committees

 We currently have two directors
on our Board of Directors. As our business progresses, we will look to recruit additional individuals to become members of our Board
of Directors. Once we add a sufficient number of additional directors, the Board will establish various committees, adopt appropriate
charters governing the responsibilities of each committee and appoint directors to the committees. Until such time, the functions to
be delegated to committees will be carried out by the Board of Directors.

 ITEM
11. EXECUTIVE COMPENSATION

 None
of our directors or officers received any compensation for services in 2022 and 2023.

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

 The
following table sets forth information as of April 8, 2024 regarding the ownership of our common stock by each shareholder known by
us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and officer, and all
executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power
with respect to the shares of common stock beneficially owned.

 Officers/Directors

 Address

 No.
 of
 Shares

 Percentage of Common Stock

 (1) (2)

 Kun-Teng Liao (Secretary and Board
 Director)

 No. 15 Chen Yu Rd., Changhua, Taiwan
 50020

 174,000

 0.653
 %

 Officers and Directors as
 Total

 174,000

 0.653
 %

 5% and above shareholder

 Cheng-Lung Soong

 10F, No. 59, Ln. 112, Jihu Rd., Zhongshan Dist.,Taipei,

 2,039,000

 7.649
 %

 Go Right Holdings Ltd.

 No. 7, Aly 1, Ln. 143, Sec. 2, Lin-An Rd.,
 N. Dist. Tainan, Taiwan

 1,409,363

 5.287
 %

 Liu-Shiang Kung Hwang

 No. 7, Aly 1, Ln. 143, Sec. 2, Lin-An Rd.,
 N. Dist. Tainan, Taiwan

 1,945,562

 7.298
 %

 Kun-Horng Tsai

 3F, No. 66, Ln. 133, Dongfeng Rd., N. Dist.
 Tainan, Taiwan

 1,784,000

 6.692
 %

 Huilan Chen

 1091 Rising Moon Trail, Snellville, GA. 30078

 1,589,686

 5.963
 %

 Miao-Chuan Ho

 No. 22, Ln. 480 Wenxian Rd., N. Dist. Tainan,

 1,455,000

 5.458
 %

 Anhua Tu

 Room 702, Building 22, Yuding Supreme, Hongwen
 Qili, Siming. Dist. Xiamen, China

 1,500,000

 5.627
 %

 Binchang Tu

 Room 702, Building 22, Yuding Supreme, Hongwen
 Qili, Siming. Dist. Xiamen, China

 2,500,000

 9.378
 %

 Yuqing Qiu

 Room 502 No 31, Poerlong Yuhu Guandi Huli district Xiamen City, China

 2,000,000

 7.502
 %

 5% and above shareholder
 as Total

 16,396,611

 61.51
 %

 (1)

 The
 percentages above are based on 26,657,921 shares of our common stock issued and outstanding as of April 8, 2024.

 (2)

 The percentages set forth above reflect the portion of our outstanding shares of common stock held by each of the
individuals named in the above table. We currently have outstanding
832,000 shares of Class A Convertible Preferred Stock which vote together with the holders of our common stock on all matters brought
before our shareholders for a vote. Each share of Series A Convertible Preferred Stock is entitled to cast 50 votes for an aggregate of
41,600,000 votes on all matters voted upon by our shareholders. Therefore, the holder of our Class A Preferred Stock can cast votes representing
60.9% of the aggregate voting power on all matters voted upon by our stockholders.

 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.

 Due
to related parties represented temporary advances to the Company by the shareholders of the Company, which were unsecured, interest-free
and had no fixed terms of repayments. Imputed interests from related parties' loan are not significant. The balance of due to related
parties from the Company's continuing operations was $191,808 and $273,710 as of December 31, 2023 and 2022, respectively. During
the year ended December 31, 202 3, the Company borrowed $11,389 from related parties, repaid $582,467 to related parties.

 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.

 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 2023 and 2022 fiscal years:

 For
 the fiscal years ended

 December
 31,

 2023

 2022

 Audit service:

 $

 $

 Audited related services:

 -

 -

 Tax service:

 -

 -

 Others:

 -

 -

 Total:

 $

 $

 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.

 3.3*

 Cer tificate of Designation filed April 9, 2019.

 3.4*

 Certificate of Amendment to Articles of Incorporation filed November 18, 2019.

 3.5*

 Certificate of Amendment to Articles of Incorporation filed January 16, 2020.

 3.6*

 Certificate of Correction filed January 17, 2020.

 3.7*

 Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock filed December 9, 2020.

 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.

 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)

 14.1*

 Code of Ethics

 21.1*

 List of Subsidiaries

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 SIGNATURES

 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.

 Vivic
 Corp

 (Registrant)

 Date:
 April 15, 2024

 By:

 /s/
 Shang-Chiai Kung

 Shang-Chiai
 Kung

 President
 and Chief Executive Officer, Chairman of the Board, Director Principal Executive Officer

 Pursuant
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.

 Name

 Title

 Date

 /s/
 Shang-Chiai Kung

 President
 and Chief Executive,

 April
 15, 2024

 Shang-Chiai
 Kung

 CFO, (Principal Accounting
 Officer) Officer, Chairman of the Board, Director (Principal Executive Officer)

 /s/
 Kun-Teng Liao

 Director
 and Secretary

 April
 15, 2024

 Kun-Teng
 Liao

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
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 December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in
stockholders' equity, and cash flows for the years ended December 31, 2023 and 2022, 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 December 31, 2023 and 2022, and the results of its operations and its cash flows for years ended December 31, 2023 and 2022, 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
in Note 4 to the consolidated financial statements, the Company records an accumulated deficit as of December 31, 2023, and
the Company currently has a working capital deficit, continued net losses and negative cash flows from operations. 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 4. 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.

 F- 1

 Critical
Audit Matters

 Critical
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.

 Evaluation
of the Identification of Related Parties and Related Party Transactions

 Description
of the Matter

 As
disclosed in Notes 14 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 relate-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.

 How
We Addressed the Matter in Our Audit

 In
order to address the matter above, our audit procedures included, among others,

 (1)
 Gaining
 and 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.

 /s/
 YCM CPA, Inc.

 We
have served as the Company's auditor since 2022.

 PCAOB
ID 6781
 Irvine, California
April 15, 2024

 F- 2

 VIVIC
CORP.

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current assets

 Cash and cash equivalents

 $
 72,907

 $
 73,998

 Accounts receivables

 179,777

 -

 Deposit and prepayments

 915,497

 451,583

 Due from related party

 2,851,649

 -

 Other receivables

 92,190

 -

 Total current assets

 4,112,020

 525,581

 Non-current assets

 Property and equipment, net

 1,458

 Intangible assets, net

 3,339

 5,822

 Total non-current assets

 4,332

 7,280

 Assets from discontinued operations

 -

 2,658,736

 TOTAL ASSETS

 $
 4,116,352

 $
 3,191,597

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable

 $
 1,715

 $
 -

 Accrued liabilities and other payables

 197,815

 147,242

 Deferred revenue

 1,520,416

 576,449

 Taxes payable

 9,614

 -

 Due to related parties

 191,808

 273,710

 Total current liabilities

 1,921,368

 997,401

 Non-Current liabilities

 SBA loan payable

 87,500

 87,500

 Long term loan

 555,193

 -

 Total non-current liabilities

 642,693

 87,500

 Liabilities from discontinued operations

 -

 3,142,918

 TOTAL LIABILITIES

 2,564,061

 4,227,819

 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 December 31, 2023 and 2022

 Common stock, $ 0.001 par value; 70,000,000 shares authorized; 26,657,921 and 25,546,810
 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 26,658

 25,547

 Additional paid-in capital

 4,845,066

 3,746,177

 Accumulated other comprehensive income (loss)

 ( 15,361
)

 1,068

 Accumulated deficit

 ( 3,304,904
)

 ( 4,809,846
)

 Total stockholders' equity (deficit)

 1,552,291

 ( 1,036,222
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 4,116,352

 $
 3,191,597

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 3

 VIVIC
CORP.

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 2023

 2022

 For the Years Ended December 31,

 2023

 2022

 Revenue, net

 $
 1,600,942

 $
 -

 Cost of sales

 1,388,728

 -

 Gross profit

 212,214

 -

 Operating expenses

 General and administrative expenses

 395,324

 216,009

 Loss from operations

 ( 183,110
)

 ( 216,009
)

 Other income (expenses)

 Interest expense, net

 ( 18,271
)

 ( 7,761
)

 Other expenses, net

 ( 38,448
)

 ( 504
)

 Loss on loan settlement

 -

 ( 2,000
)

 Total other expenses, net

 ( 56,719
)

 ( 10,265
)

 Loss before income taxes

 ( 239,829
)

 ( 226,274
)

 Income tax provision

 1,531

 Net loss from continuing operations

 ( 241,360
)

 ( 226,283
)

 Income (loss) from discontinued operations (including gain
 on disposal of subsidiary of $ 1.86 million in 2023)

 ( 755,269
)

 Net income (loss) for the period

 ( 981,552
)

 Net loss attributable to noncontrolling interest arise from

 Continuing operations

 -

 -

 Discontinued operations

 -

 ( 37,156
)

 Total net loss attributable to noncontrolling interest

 $
 -

 $
 ( 37,156
)

 Net income (loss) attributable to Vivic Corp. arising from

 Continuing operations

 ( 241,360
)

 ( 226,283
)

 Discontinued operations

 ( 718,113
)

 Total net income (loss) attributable to Vivic Corp.

 $

 $
 ( 944,396
)

 Other comprehensive item

 Foreign currency translation loss

 ( 16,429
)

 ( 9,279
)

 COMPREHENSIVE INCOME (LOSS)

 $
 1,488,513

 $
 ( 953,675
)

 Weighted average common stock outstanding

 Basic and Diluted

 26,213,477

 25,549,386

 Net income (loss) from per share of common stock – Basic
 and Diluted

 0.06

 ( 0.04
)

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 4

 VIVIC
CORP.

 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 No. of

 shares

 No. of

 shares

 paid-in

 capital

 comprehensive

 income (loss)

 Accumulated

 loss

 Noncontrolling

 interests

 equity

 (deficit)

 Equity attributable to VIVIC Corp. shareholders

 Preferred stock

 Common stock

 Additional

 Accumulated

 other

 Total stock holders'

 No. of

 shares

 No. of

 shares

 paid-in

 capital

 comprehensive

 income (loss)

 Accumulated

 loss

 Noncontrolling

 interests

 equity

 (deficit)

 Balance as of December 31, 2021

 $

 25,556,810

 $
 25,557

 $
 3,821,709

 $
 10,347

 $
 ( 3,865,450
)

 $
 ( 90,386
)

 $
 ( 97,391
)

 Cancellation of shares

 -

 -

 ( 60,000
)

 ( 60
)

 -

 -

 -

 -

 Shares issued for loan settlement

 -

 -

 51,950

 -

 -

 -

 52,000

 Acquisition of minority equity of a subsidiary

 -

 -

 -

 -

 ( 127,542
)

 -

 -

 127,542

 -

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 ( 9,279
)

 -

 -

 ( 9,279
)

 Net loss

 -

 -

 -

 -

 -

 -

 ( 944,396
)

 ( 37,156
)

 ( 981,552
)

 Balance as of December 31, 2022

 25,546,810

 25,547

 3,746,177

 1,068

 ( 4,809,846
)

 -

 ( 1,036,222
)

 Balance

 25,546,810

 25,547

 3,746,177

 1,068

 ( 4,809,846
)

 -

 ( 1,036,222
)

 Shares issued for loan settlement

 -

 -

 1,111,111

 1,111

 1,098,889

 -

 -

 -

 1,100,000

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 ( 16,429
)

 -

 -

 ( 16,429
)

 Net income

 -

 -

 -

 -

 -

 -

 -

 Net income (loss)

 -

 -

 -

 -

 -

 -

 -

 -

 Balance as of December 31, 2023

 $

 26,657,921

 $
 26,658

 $
 4,845,066

 $
 ( 15,361
)

 $
 ( 3,304,904
)

 $
 -

 $
 1,552,291

 Balance

 $

 26,657,921

 $
 26,658

 $
 4,845,066

 $
 ( 15,361
)

 $
 ( 3,304,904
)

 $
 -

 $
 1,552,291

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 5

 VIVIC
CORP.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 For the Years Ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $

 $
 ( 981,552
)

 Net loss from discontinued operations

 ( 755,269
)

 Net loss from continuing operations

 ( 241,360
)

 ( 226,283
)

 Net loss

 $

 $
 ( 981,552
)

 Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 Depreciation and amortization expenses

 2,923

 3,532

 Interest expense

 -

 2,232

 Loss on loan settlement

 -

 2,000

 Changes in operating assets and liabilities:

 Accounts receivables

 ( 176,704
)

 ( 877
)

 Deposit and prepayments

 ( 454,455
)

 ( 451,223
)

 Other receivables

 ( 90,614
)

 ( 108,735
)

 Deferred revenue

 925,796

 655,081

 Accounts payable

 1,685

 Accrued liabilities and other payables

 50,903

 ( 93,590
)

 Tax payables

 9,449

 ( 28,685
)

 Net cash provided by (used in) continuing operations

 27,623

 ( 246,512
)

 Net cash (used in) provided by discontinued operations

 ( 235,558
)

 249,705

 Net cash (used in) provided by operating activities

 ( 207,935
)

 3,193

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of intangible assets

 -

 ( 7,485
)

 Net cash used in continuing operations

 -

 ( 7,485
)

 Net cash used in discontinued operations

 ( 43,782
)

 ( 35,821
)

 Net cash used in investing activities

 ( 43,782
)

 ( 43,306
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Due from / (to) related parties

 ( 570,866
)

 157,371

 Proceeds from loans

 545,703

 Net cash (used in) provided by continuing operations

 ( 25,163
)

 207,371

 Net cash provided by (used in) discontinued operations

 282,419

 ( 108,469
)

 Net cash provided by financing activities

 257,256

 98,902

 Effect of exchange gain (loss) on cash and cash equivalents

 ( 6,630
)

 24,344

 NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS

 ( 1,091
)

 83,133

 CASH & CASH EQUIVALENTS, BEGINNING OF YEAR

 73,998

 80,306

 CASH & CASH EQUIVALENTS, END OF YEAR

 $
 72,907

 $
 163,439

 ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS:

 Cash and cash equivalents

 72,907

 73,998

 Cash and cash equivalents from discontinuing operations

 -

 89,441

 Total of cash and cash
 equivalents

 $
 72,907

 $
 163,439

 Supplemental Cash Flows Information:

 Continuing operations:

 Cash paid for interest

 $
 23,960

 $

 Cash paid for income tax

 $
 -

 $

 Supplemental Disclosure of Non-Cash Flows Information:

 Continuing operations:

 Common stock issued for loan settlement

 $
 1,100,000

 $
 52,000

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 6

 VIVIC
CORP.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE–
1 ORGANIZATION AND BUSINESS BACKGROUND

 VIVIC
CORP. (the "Company" or "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. The Company is the exclusive distributor of Monte-Fino yachts in Asia and
the Middle East, and is the non-exclusive distributor for other territories throughout the world for the places that have no
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.

 On
January 3, 2021, the Company entered into a Joint Venture and Cooperation Agreement to invest in Shenzhen Ocean Way Yachts Services Co.,
Ltd and its subsidiaries. On March 22, 2022, the Company sold its shares of Ocean Way and its subsidiaries to a third-party for $ 160,499
(RMB 1,080,000).

 On
July 26, 2022, Khashing Yachts Industry (Guangdong) Limited changed its name to Guangdong Weiguan Ship Tech Co., Ltd ("Weiguan
Ship").

 On
July 6, 2022, Zhejiang Jiaxu Yacht Company Limited changed its name to Wenzhou Jiaxu Yacht Company Limited ("Jiaxu").

 On
August 10, 2022, the noncontrolling shareholder surrendered its 30 % of Wenzhou Jiaxu Yacht Company Limited to the Company, and Jiaxu
became a wholly-owned subsidiary of the Company.

 The
Company also has a 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.

 The
Company determined to focus its efforts on yacht sales in Taiwan and other selected regions throughout the world. 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 Weiguan Ship. In
consideration for its interest in Weiguan Ship, the Company received RMB 1,000
($ 137)
consideration 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.

 F- 7

 Description
of subsidiaries as of December 31, 2023 as follows:

 SCHEDULE OF DESCRIPTION OF SUBSIDIARIES

 Name

 Place
 of incorporation and kind of legal entity

 Principal
 activities and place of operation

 Particulars
 of issued/ registered share capital

 Effective
 interest held

 Vivic
 Corporation (Hong Kong) Co., Limited

 Hong
 Kong

 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 5,000,000 Paid up: TWD 5,000,000

 100 %

 VIVC
and its subsidiaries are hereinafter referred to as (the "Company").

 NOTE– 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The
accompanying consolidated financial statements reflect the application of certain significant accounting policies as described
in this note and elsewhere in the accompanying consolidated financial statements and notes.

 Basis of presentation

 These
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America ("U.S. GAAP").

 Use of estimates

 Preparing
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 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.

 Principles of consolidation

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

 Cash and cash equivalents

 Cash
and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly
liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying
amounts approximate fair value due to the short maturities of these instruments.

 Accounts receivable

 Accounts
receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to
90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer's
credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past
due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected
credit loss model, at the end of each period, the Company specifically evaluates each individual customer's financial condition,
credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers
the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments.
For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts
due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable
means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet
credit exposure related to its customers. As of December 31, 2023 and 2022, the Company had no allowance for doubtful accounts.

 F- 8

 Property, plant, and equipment

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

 SCHEDULE OF PROPERTY AND EQUIPMENT EXPECTED USEFUL LIVE

 Expected useful life

 Service yacht

 10 years

 Motor vehicle

 5 years

 Office equipment

 5 years

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

Intangible assets, net

 Intangible
assets are stated at cost less accumulated amortization. Intangible assets represent the trademark registered in the PRC and purchased
software which are amortized on a straight-line basis over a useful life of 10 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 December 31, 2023 and 2022 there were no intangible asset impairments to be recorded.

 Deferred revenue

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

 Revenue recognition

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

 Comprehensive income (loss)

 ASC
Topic 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.

 F- 9

 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.

 Foreign currencies translation

 Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the consolidated statements of operations.

 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 in PRC, Taiwan and Hong Kong
maintain their books and record in their local currency, Renminbi ("RMB"), New Taiwan Dollar ("TWD") and Hong
Kong dollars ("HK$"), each of which is a functional currency, being the primary currency of the economic environment in which
their operations are conducted. In general, for consolidation purposes, assets, and liabilities of the Company's subsidiaries whose
functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, "Translation of Financial Statement ",
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.

 Translation
of amounts from RMB, TWD and HK$ into US$ has been made at the following exchange rates as of December 31, 2023 and 2022 and for the
years ended December 31, 2023 and 2022.

 SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS

 Period/year-end RMB:US$ exchange rate

 7.0999

 6.8972

 Period/annual average RMB:US$ exchange rate

 7.0809

 6.7290

 Period/year-end HK$:US$ exchange rate

 7.8109

 7.8015

 Period/annual average HK$:US$ exchange rate

 7.8292

 7.8306

 Period/year-end TWD:US$ exchange rate

 30.6200

 30.7300

 Period/annual average TWD:US$ exchange rate

 31.1525

 29.7963

 F- 10

Lease

 At
the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and
circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities
and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less.
Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over
the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or
accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company
utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount
equal to the lease payments in a similar economic environment.

 In
accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building,
etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance,
etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated
based on the respective relative fair values to the lease components and non-lease components.

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

 Noncontrolling interest

 The
Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling
interests as a separate component of total stockholders' deficit on the consolidated balance sheets and the net loss
attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements
of operations and comprehensive loss.

 Net loss per share of common stock

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

 Related parties

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

 Concentrations and credit risk

 The
Company's principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including
amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains
its cash at banks and financial institutions it considers to be of high credit quality; however, the Company's domestic cash deposits
may at times exceed the insured limit. Balances in excess of insured limitations may not be insured. The Company has not experienced
losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts.

 Fair value of financial instruments

 The
carrying value of the Company's financial instruments (excluding short-term bank borrowing and 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 approximate at their fair values because of the short-term nature of these financial instruments.

 F- 11

believes, based on the current market prices or interest rates for similar debt instruments, the fair value of notes payable approximates
the carrying amount.

 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:

 Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 Level 2: 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

 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 model-based techniques,
 including option pricing models and discounted cash flow models.

 Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.

Value-Added Tax

 Enterprises
or individuals who sell commodities, engage in repair and consultation services in the PRC are subject to a value added tax in accordance
with PRC Laws. The VAT standard rate had been 17 % of the gross sale price until April 30, 2018, after which date the rate was reduced
to 16 %. VAT rate was further reduced to 13 % starting from April 1, 2019. A credit is available whereby VAT paid on the purchases of semi-finished
products or raw materials used in the production of the Company's finished products can be used to offset the VAT due on the sales
of the finished products.

 Reclassification

 Certain
prior period accounts have been reclassified in conformity with current period's presentation including reclassification of due
to related party from other payables. These reclassifications had no impact on the reported results of operations and cash flows.

 Recent accounting pronouncements

 In
June 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 2016-13, Financial Instruments-Credit Losses
(Topic 326) ("ASU 2016-13"), which requires entities to measure all expected credit losses for financial assets held at the
reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU replaces the existing
incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13
was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit
Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic
815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief.
For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after
December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance effective
January 1, 2023. The adoption did not have significant impact on the Company's consolidated financial statements.

 F- 12

 In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging
- Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity ("ASU 2020-06"), which simplifies the accounting for certain financial instruments with characteristics of liabilities
and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing
guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features
and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception
from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer's
own stock and classified in stockholders' equity, by removing certain criteria required for equity classification; and (3) revises
the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments
by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an
instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal
years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier
than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the
fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact
that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

 NOTE
– 3 DISCONTINUED OPERATIONS

 On
July 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.

 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. The following table
summarizes the carrying value of the assets and liabilities of the disposed group at the closing date of disposal. The Company recorded
$ 1.86 million
gain on disposal of the subsidiaries, which was the difference between the selling price of US$ 138
 and the carrying value of the net assets of the
disposed group; further, under ASC 830-30-40-1, since the sale represented a substantially complete liquidation of the foreign entity,
Vivic reclassified the entire accumulated currency translation adjustment balance of $ 0.17
 million associated with Weiguan Ship from equity
to gain on disposal.

 SCHEDULE OF DISCONTINUED OPERATIONS

 As of June 30, 2023

 ASSETS

 Current assets

 Cash and cash equivalents

 $
 57,256

 Deposit and prepayments

 267,832

 Inventory

 1,553,453

 Other receivables

 88,694

 Due from related parties

 33,268

 Total current assets

 2,000,503

 Non-current assets

 Property and equipment, net

 355,885

 Construction in progress

 74,349

 Operating lease right-of-use assets

 287,646

 Total non-current assets

 717,880

 Total assets

 $
 2,718,383

 LIABILITIES

 Current liabilities

 Accounts payable

 $
 433,325

 Other payables and accrued liabilities

 239,777

 Deferred revenue

 1,086,306

 Due to related parties including selling shareholders

 2,389,282

 Income tax payable

 5,183

 Operating lease liabilities-current

 123,158

 Total current liabilities

 4,277,031

 Operating lease liabilities-noncurrent

 131,917

 Total non-current liabilities

 131,917

 Total liabilities

 $
 4,408,948

 F- 13

 The
operations of Weiguan Ship and its subsidiaries are accounted for as discontinued operations in the accompanying consolidated financial
statements for all periods presented. The following table presents the components of discontinued operations reported in the consolidated
statements of operations:

 2023

 2022

 For the years ended
December 31,

 2023

 2022

 Revenue, Net

 $
 957,667

 $
 106,322

 Cost of Sales

 650,586

 82,694

 Gross Profit

 307,081

 23,628

 Operating Expenses

 447,610

 983,754

 Loss from Operations

 ( 140,529
)

 ( 960,126
)

 Other Income (Expense)

 Investment gain

 -

 58,092

 Interest expense, net

 ( 9,549
)

 ( 23,592
)

 Other income

 37,173

 192,245

 Total Other Income

 27,624

 226,745

 Loss Before Income Taxes

 ( 112,905
)

 ( 733,381
)

 Income Tax Expense

 -

 -

 Gain on disposal of subsidiaries

 1,859,207

 Net Loss from Discontinued Operations

 $
 ( 1,746,302
)

 $
 ( 733,381
)

 NOTE–
4 GOING CONCERN UNCERTAINTIES

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

 F- 14

 The
Company had $ 72,907
of cash and cash equivalents and working capital of approximately $ 2.19
million as of December 31, 2023, which included a receivable due from a related party in the amount of $ 2,568,218, and although the
Company generated net income of $ 1.50
million during the year ended December 31, 2023, this was mainly from the gain on disposal of subsidiaries of $ 1.86
million, while it incurred a net loss of $ 241,360 from continuing operations, The Company had an accumulated deficit of approximately $ 3.30 million as of December 31, 2023.

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

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 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.

 In addition, the 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.

 NOTE–
5 DEPOSIT AND PREPAYMENTS

 Deposit
and prepayments consisted of the following:

 SCHEDULE OF DEPOSIT AND PREPAYMENTS

 Prepayments

 $
 909,748

 $
 451,483

 Prepaid service fee

 5,749

 -

 Total deposit and prepayments

 $
 915,497

 $
 451,583

 Prepayments
mainly consisted of prepaid expenses to vendors. Prepaid service fee consisted of prepaid OTC listing fee and annual filling fee.

 NOTE–
6 PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Office equipment

 $
 2,678

 $
 2,668

 Subtotal

 2,678

 2,668

 Less: accumulated depreciation

 ( 1,685
)

 ( 1,210
)

 Property, plant and equipment, net

 $

 $
 1,458

 Depreciation
expense for the years ended December 31, 2023 and 2022 was $ 462 and $ 483, respectively.

 NOTE–
7 INTANGIBLE ASSETS

 Intangible
assets consisted of the following:

 SCHEDULE OF INTANGIBLE ASSETS

 December 31 2023

 Software

 $
 7,511

 $
 7,485

 Total intangible assets

 7,511

 7,485

 Less: accumulated amortization

 ( 4,172
)

 ( 1,663
)

 Intangible assets, net

 $
 3,339

 $
 5,822

 F- 15

 Amortization
expense for the years ended December 31, 2023 and 2022 was $ 2,461 and $ 1,663, respectively.

 NOTE–
8 ACCRUED LIABILITIES AND OTHER PAYABLES

 Accrued
liabilities and other payables consisted of the following:

 SCHEDULE OF ACCRUED LIABILITIESAND OTHER PAYABLE

 Accrued penalty

 $
 32,850

 $
 -

 Accrued salaries

 2,354

 1,236

 Accrued consulting fee

 120,000

 60,000

 Other payables

 42,611

 86,006

 Total accrued liabilities and other payable

 $
 197,815

 $
 147,242

 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.

 The
Company recorded the $ 60,000 fine, and during the year ended December 31, 2023, the Company made a payment of $ 27,150 to an escrow account,
which fund was subsequently released to the SEC.

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

 NOTE–
9 LOAN PAYABLE

 On
March 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 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 15 th of the month in which the Company received the loan proceeds.
During the year ended December 31, 2023, the Company recorded and paid interest expense of $ 12,857, 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
May 18, 2023, Vivic Taiwan 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 year ended
December 31, 2023, the Company recorded and paid interest expense of $ 5,978. 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 Huang Liu Shiang (spouse of
Shang-Chiai Kung CEO of Vivic Corp).

 F- 16

 NOTE–
10 SBA LOAN PAYABLE

 On
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-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 the interest since the interest started to accrue from the original disbursement date. For the year ended December
31, 2023 and 2022, the Company made payments of interest of $ 5,124 and $ 0 on the EIDL loan, respectively.

 As
of December 31, 2023, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 SCHEDULE OF EIDL LOAN PAYMENTS

 Year Ending December 31,

 2024

 $
 5,124

 2025

 5,124

 2026

 5,124

 2027

 5,124

 2028

 5,124

 Thereafter

 61,880

 Total

 $
 87,500

 NOTE–
11 INCOME TAXES

 The
Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:

 United
States of America

 VIVC
is registered in the State of Delaware and is subject to US federal corporate income tax rate of 21 %. The Company's policy is to
recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision.

 The
reconciliation of income tax rate to the US effective income tax rate based on income before income taxes for the years ended December
31, 2023 and 2022 are as follows:

 Schedule of Effective Rate of Income Tax

 2023

 2022

 Years ended December 31,

 2023

 2022

 Loss before income taxes

 $
 ( 238,729
)

 $
 ( 178,759
)

 Permanent difference

 60,000

 -

 Taxable loss

 ( 178,729
)

 ( 178,759
)

 Statutory income tax rate

 %

 %

 Income tax expense at statutory rate

 ( 37,533
)

 ( 37,539
)

 Tax effect of allowance

 37,533

 37,539

 Income tax expense

 $
 -

 $
 -

 The
Company's Taiwan branch operating in Taiwan is subject to the Taiwan Profits Tax at the income tax rate of 20 % on the assessable
income arising in Taiwan during its tax year. The operation in Taiwan incurred an operating loss and the provision for income tax for
the years ended December 31, 2023 and 2022 was $ 1,531 and $ 0.

 F- 17

 Hong
Kong

 The
Company's subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the tax rates ranging from 8.25 % to 16.5 %
on the assessable income arising in Hong Kong during its tax year. The operation in Hong Kong incurred an operating loss and there is
no provision for income tax for the years ended December 31, 2023 and 2022.

 The
People's Republic of China

 The
Company's subsidiary operating in The People's Republic of China ("PRC) is subject to the PRC Income Tax at the unified
rate of 25 % on the assessable income arising in PRC during its tax year. The Company did not have any PRC subsidiaries as of December
31, 2023 after the disposal of Weiguan Ship in July 2023.

 The
reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the years ended December 31,
2023 and 2022 are as follows:

 Schedule of Effective Rate of Income Tax

 2023

 2022

 For the Years Ended December 31,

 2023

 2022

 Loss before income taxes

 $
 -

 $
 ( 733,468
)

 Statutory income tax rate

 %

 %

 Income tax expense at statutory rate

 -

 ( 183,367
)

 Net operating loss against valuation allowance

 -

 183,367

 Income tax expense

 $
 -

 $
 -

 The
following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2023
and 2022:

 Schedule of Deferred Income Taxes Assets and Liabilities

 Deferred tax assets on

 Net operating loss carryforwards:

 - United States

 $
 282,546

 $
 37,539

 - Taiwan

 55,612

 9,229

 - Hong Kong

 - PRC

 -

 183,367

 Total

 338,552

 230,348

 Less: valuation allowance

 ( 338,552
)

 ( 230,348
)

 Deferred tax assets, net

 $
 -

 $
 -

 As
of December 31, 2023, the operations from the Company's continuing operations had $ 1,345,455 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 $ 338,552 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.

 F- 18

 NOTE–
12 STOCKHOLDERS' DEFICIT

 Authorized
Shares

 The
Company is 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.

 Preferred
Stock

 As
of December 31, 2023 and 2022, the Company had 832,000 shares of its preferred stock issued and outstanding.

 Common
Stock

 On
February 15, 2022, the Company issued 50,000 shares of common stock to settle a debt in the amount of $ 50,000, at an agreed conversion
price of $ 1.00 per share. A loss of $ 2,000 on the loan settlement has been recognized for the three months ended March 31, 2022.

 On
March 22, 2022, the Company cancelled 60,000 shares of common stock previously issued to its former CFO due to termination of employment.

 On
May 26, 2023, the Company issued 1,111,111 shares of common stock to settle a debt due to Yun-Kuang Kung in the amount of $ 1,100,000,
at a conversion price of $ 0.99 per share.

 As
of December 31, 2023 and 2022, the Company had 26,657,921 and 25,546,810 shares of its common stock issued and outstanding, respectively.

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

 Basic
net (loss) income per share is computed using the weighted average number of shares of common stock outstanding during the periods. The
dilutive effect of potential common stock outstanding is included in diluted net (loss) income per share of common stock. The following
table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022:

 SCHEDULE OF NET LOSS PER SHARE

 2023

 2022

 Years ended December 31,

 2023

 2022

 Net loss for basic and diluted attributable to Vivic Corp.-continuing operations

 $
 ( 241,360
)

 $
 ( 226,283
)

 Net income (loss) for basic and diluted attributable to Vivic Corp – discontinued operations

 ( 718,113
)

 Weighted average common stock outstanding – Basic and Diluted

 26,213,477

 25,549,386

 Net loss per share of common stock – basic and diluted-continuing operations

 ( 0.01
)

 ( 0.01
)

 Net income (loss) per share of common stock – basic and diluted-discontinued
 operations

 $
 0.07

 $
 ( 0.03
)

 F- 19

 NOTE–
14 RELATED PARTY TRANSACTIONS

 a.
Related parties

 Name
 of Related Party

 Relationship
 to the Company

 Yun-Kuang
 Kung

 Son
 of Shang-Chiai Kung CEO of Vivic Corp.

 Kung
 Huang Liu Shiang

 Spouse
 of Shang-Chiai Kung CEO of Vivic Corp.

 Yufei
 Zeng

 Stockholder
 of Vivic Corp.

 Shang-Chiai
 Kung

 CEO
 of Vivic Corp.

 Kun-Teng
 Liao

 Secretary
 and Board Member

 Guangdong
 Weiguan Ship

 Yun-Kuang
 Kung acquired 100% ownership of this entity from Vivic

 b.
Due from related parties

 Due
from related parties consisted of the following:

 SCHEDULE OF DUE FROM RELATED PARTY

 Name

 Guangdong Weiguan Ship 1)

 $
 2,630,821

 $
 -

 Yun-Kuang Kung 2)

 220,828

 -

 Total

 $
 2,851,649

 $
 -

 1)
 Due
 to disposal of Weiguan Ship in July 2023 (Note 3), at December 31, 2023, the Company had
 a receivable from Weiguan Ship for $ 2,630,821, which was previously eliminated at consolidation
 before the disposal.

 2)
 On
 June 16, 2023, the Company entered a trilateral Corporation Agreement with Yun-Kuang Kung
 and Guangdong Weiguan Shipping Co., Ltd ("Weiguan Ship", 100 % owned by Mr. Kung
 after disposal of Weiguan Ship by the Company) to engage in yacht development leasing, dock
 operations, and related businesses in mainland China. Due to Mr. Kung's extensive social
 relationship and rich business experience in China, the Company can do yacht leasing and
 dock operation business through Yinxin International Financial Leasing Co., Ltd ("Yinxin")
 which was obtained through Mr. Kung's personal channels, the Company advanced $ 327,165
 (TWD 10,017,800) to Yun-Kuang Kung for a three-year term for developing the yacht business
 in China. Yun-Kuang Kung subsequently transferred the fund to Yinxin pursuant to the loan
 agreement.

 Per
 the terms of the agreement, Weiguan Ship pledged a yacht with book value of $ 402,000 (RMB
 2,900,000) and estimated fair market value of $ 494,000 (RMB 3,500,000) as collateral for
 the loan. Yinxin is responsible for repaying the entire loan amount at the end of the term.
 Upon full repayment of the principal, Mr. Kung will receive half of the net profits of Yinxin
 as dividend, on an annual basis. These dividends will then be transferred back to the Company
 by Mr. Kung.

 In
 the event that Yinxin is unable to repay the full amount at maturity, the Company has the
 option to accept stock ownership from Yinxin or take possession of the pledged yacht as repayment.

 As
 of December 31, 2023, Vivic HK had a due to Yun-Kuang Kung of $ 106,337 resulting from Yun-Kuang
 Kung's investment into Vivic HK on behalf of the Company.

 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 $ 220,828 as of December 31, 2023

 c.
Due to related parties

 Due
to related parties consisted of the following:

 SCHEDULE OF DUE TO RELATED PARTIES

 Name

 Yun-Kuang Kung

 $
 -

 $
 63,770

 Kung Huang Liu Shiang

 1,392

 -

 Shang-Chiai Kung

 190,416

 209,940

 Kun-Teng Liao

 -

 -

 Total

 $
 191,808

 $
 273,710

 F- 20

 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–
15 COMMITMENTS AND CONTINGENCIES

 As
of December 31, 2023 and 2022, the Company has no material commitments and contingencies.

 NOTE–
16 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 financial statements were issued and determined the Company had no major subsequent event need to be disclosed.

 F- 21