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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 June 30, 2025

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

 For
the transition period from ______________

 COMMISSION
FILE NO. 000-56198

 VIVIC
CORP.

 (Exact
name of registrant as specified in its charter)

 Nevada

 98-1353606

 State
 or Other Jurisdiction of

 (IRS
 Employer

 Incorporation
 or Organization)

 Identification
 Number)

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 27,410,921 shares of the Company's common stock outstanding as of September 22, 2025.

 The
aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2024 was $ 32,416,118.55 based upon a
closing price of $3.55 per share.

 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 SAFTY 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

 PART
 IV

 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.

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

 All
dollar amounts refer to US dollars unless otherwise indicated.

 CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

 PART
I

 ITEM
1. DESCRIPTION OF BUSINESS

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

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

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

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

 Our
Market

 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.

 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 the United States and Southeast Asia.

 Sales
and Marketing

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

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

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

 Dedicated
Customer Support Team

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

 Product
Warranties

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

 Financing
Arrangements

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

 Manufacturing
and Sourcing

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

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

 Orders
and Backlog

 Since
we decided to focus on yacht sales, our business volume has continued to grow. This is evident in our first revenue from yacht sales
in the second half of calendar year 2023, which reached $160,000. In calendar year 2024, we received orders for 10 yachts, including
orders from our mainland agency region. While this did not increase the Vivic brand's presence in the US, it did enhance our brand's
visibility in Asia.

 Employees

 As
of September 20, 2025, we employed 14 individuals including outside sales personnel. We believe that our relationships with our employees
are generally good.

 Competition

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

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

 Intellectual
Property and Patents

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

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

 Regulation
of Ships in Taiwan

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

 Regulations
on Company Establishment

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

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

 Foreign
Investment

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

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

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

 Dividend
Distribution and Fund Transfer

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

 Foreign
Exchange

 The
principal regulation governing foreign currency exchange in Taiwan is the Foreign Exchange Regulation Act, amended on April 29, 2009.
Pursuant to the Foreign Exchange Regulation Act, Taiwan Dollars amounting under the amount of NTD$500,000 are freely convertible no matter
what transaction they are in relation with. On the other hand, the transactions involving NTD$500,000 or more or its equivalent in foreign
currency shall fulfill certain obligations as provided in the Regulations Governing the Declaration of Foreign Exchange Receipts and
Disbursements or Transactions.

 Under
the Regulations Governing the Declaration of Foreign Exchange Receipts and Disbursements or Transactions, for those foreign exchange
transactions which amounts more than NTD$500,000 and relates to the sales of goods or provision of services, such transaction shall be
declared through filing a declaration statement. For those foreign exchange transactions which are not related to the sales of goods
or provision of services, ranging from NTD$500,000 to US$100 million (or its equivalent), such transaction shall be declared through
filing a declaration statement, and providing supporting documents, such as contracts or letters of approval, to the bank. For those
foreign exchange transactions which are not related to the sales of goods or provision of services, amounting more than US$100 million
(or its equivalent) (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 the economic and financial conditions of Taiwan) in each calendar year, such transaction shall be declared
through filing a declaration statement, providing supporting documents to the bank, and obtaining the approval of the Central Bank of
the Republic of China (Taiwan).

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

 Recent
Developments

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

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

 ITEM
1A. RISK FACTORS

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

 Risks
Related to Our Business

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

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

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

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

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

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

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

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

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

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

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

 identify,
 attract, retain and motivate qualified personnel;

 develop
 strategic relationships and partnerships;

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

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

 scale
 up to larger operations on a consistent basis; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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. The loss of the services of Mr. Kung may result in a severe
impediment to our business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 decreased
 demand for products that we offer for sale;

 injury
 to our reputation;

 costs
 to defend the related litigation;

 a
 diversion of management's time and resources;

 substantial
 monetary awards to trial participants or customers; and

 product
 recalls, withdrawals or labeling, marketing or promotional restrictions.

 Our
insurance may not be sufficient.

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

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

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

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

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

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

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

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

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

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

 Inflation
could pose a risk to our business.

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

 Risks
Related to Doing Business in Taiwan

 Political
Issues

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

 Consumer
Preferences

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

 Climate
Issues

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

 Competition

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

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

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

 Foreign
exchange fluctuations may affect our business.

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

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

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

 Risks
Relating to Our Securities

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

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

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

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

 actual
 or anticipated fluctuations in our quarterly or annual operating results;

 publication
 of research reports by securities analysts about us or our competitors or our industry;

 the
 public's reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission
 ("SEC");

 our
 failure or the failure of our competitors to meet analysts' projections or guidance that we or our competitors may give to
 the market;

 additions
 and departures of key personnel;

 strategic
 decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes
 in business strategy;

 the
 passage of legislation or other regulatory developments affecting us or our industry;

 speculation
 in the press or investment community;

 general
 economic conditions or political conditions between China and Taiwan;

 fluctuations
 in exchange rates; and

 changes
 in accounting principles.

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

 Our
quarterly operating results may fluctuate significantly.

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

 availability
 of subcontractors to manufacture our products;

 the
 timing of delivery of yachts to our customers;

 changes
 in interest rates;

 macroeconomic
 conditions, both nationally and locally;

 changes
 in consumer preferences and competitive conditions;

 expansion
 to new markets;

 increases
 in infrastructure costs; and

 in
 commodity prices.

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

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

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

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

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

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

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

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 in the foreseeable future.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS

 MARKET
INFORMATION

 Our
common stock is subject to quotation on the OTCQB market under the symbol VIVC. The following table shows the high and low reported sales
prices for our common stock during the fiscal years ended June 30, 2025 and 2024 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.
There is no established market for our common stock.

 Price Range

 Period

 High

 Low

 Period from July 1, 2025, to September 15, 2025

 $
 0.08

 $
 0.07

 Fiscal Year Ended June 30, 2025:

 Fourth Quarter

 $
 0.53

 $
 0.07

 Third Quarter

 $
 5.10

 $
 0.24

 Second Quarter

 $
 5.01

 $
 1.38

 First Quarter

 $
 5.09

 $
 2.76

 Fiscal Year Ended June 30, 2024:

 Fourth Quarter

 $
 4.50

 $
 1.55

 Third Quarter

 $
 1.88

 $
 0.51

 Second Quarter

 $
 1.00

 $
 0.10

 First Quarter

 $
 0.99

 $
 0.99

 Holders

 On
September 22, 2025, there were approximately 98 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

 In 2025 we adopted the 2025 Equity Incentive Plan
(the "2025 Plan"), which authorizes the issuance of shares of common stock for grants of stock options, stock appreciation
rights, restricted stock, stock units, bonus stock, dividend equivalents, restricted stock units, other stock related awards and performance
awards that may be settled in cash, stock, or other property. The 2025 Plan authorizes the issuance of up to 2,500,000 shares. To date,
no options or other awards have been granted pursuant to the 2025 Plan.

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

 Recent
Sales of Unregistered Equity Securities

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

 Purchases
of Our Equity Securities

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

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

 FORWARD-LOOKING
STATEMENTS

 Statements
made in this 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

 We
are a global yacht sales and service provider based in Taiwan focused on offering yachts, ancillary products, technical support, service
solutions and systematic management solutions to yacht marinas, yacht clubs, yacht operators and marine tourism providers. In August
2025, the Company determined to concentrate its operations in the United States and Southeast Asia. Our mission is to offer our clients,
which we refer to as yacht operators, more profitable products and comprehensive service solutions. We differentiate ourselves from other
yacht manufacturers by offering yachts specifically designed for marine tourism, group tours, business meetings, yacht clubs and fractional
ownership as opposed to individual owners. In addition to our products, we seek to support our customers by providing maintenance and
other yacht management services, yacht activity scenarios, business solutions and marketing strategies to enhance yacht tourism and operational
efficiencies to enable them to grow their businesses and improve their bottom lines.

 We
design and offer various yachts models which differ in their sizes, performance, and functions and are sold under our brand name, "VIVIC."
Our yachts are designed to be more suitable for multiple user group scenarios, emphasizing open deck and cabin space suitable for group
tours and business meetings, with improved operational economies and energy efficiencies. We collaborate with our marketing agents, encouraging
them to develop yacht marinas and seek out yacht operators interested in developing their own businesses based upon yacht sharing.

 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. Upon completion, we deliver the boat to the location designated by our customer. Our principal supplier
and distributor in mainland China is Weiguan Ship, which utilizes the mainland's production and supply chain advantages to provide
us with yacht production, delivery, and after-sales services based on our designs. Weiguan Ship is responsible for providing the required
products and after-sales services for all sales orders in mainland China and remits 15% of the order amount of each yacht to us as a
"VIVIC" brand usage fee.

 In
addition to our own yachts, we are the exclusive distributor of Monte Fino yachts in the People's Republic of China, the Philippines
and the Middle East pursuant to our agreement with Kha Shing Enterprise Co., Ltd. (Taiwan) ("Kha Shing"). While seeking to
develop the market for sales to tour operators, we will also seek to increase sales of Monte Fino luxury yachts in the territories where
we are the exclusive distributor, particularly in the 70 to 150 foot range, which are generally purchased by individual private yacht
owners.

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

 Results
of Operations

 In
2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time
have disposed of all of our business operations in mainland China. On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co.
Limited ("Vivic Hong Kong"), entered into a Stock Purchase Agreement with Yun-Kuang Kung pursuant to which Mr. Kung acquired
all of the shares of our wholly-owned subsidiary, Weiguan Ship. The divestiture of Weiguan Ship completed our plan to divest of all activities
other than our ongoing yacht business in Taiwan. However, we ceased Vivic Taiwan operation on August 21, 2025 due to Taiwan
government's policy of prohibiting importing ships from China, where our main suppliers are. We commenced the wind-down and
deregistration of Vivic Taiwan, which, subject to customary procedures and approvals, is expected to be completed by the end of
2025. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue
pursuing the Taiwan market. In connection with this decision, we will focus on promoting the sales in Vivic, our U.S. entity.

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

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

 2025

 % of
 sales

 2024

 % of
 sales

 Dollar Increase
 (Decrease)

 Percent Increase
 (Decrease)

 Revenue

 $
 -

 -
 %

 $
 4,428,580

 74.42
 %

 $
 (4,428,580
)

 (100.00
)%

 Revenue-related party, net

 44,515

 100.00
 %

 1,522,112

 25.58
 %

 (1,477,597
)

 (97.08
)%

 Total revenue

 44,515

 100.00
 %

 5,950,692

 100.00
 %

 (5,906,177
)

 (99.25
)%

 Cost of revenue

 126,927

 285.13
 %

 4,152,372

 69.78
 %

 (4,025,445
)

 (96.94
)%

 Gross profit (loss)

 (82,412
)

 (185.13
)%

 1,798,320

 30.22
 %

 (1,880,732
)

 (104.58
)%

 Selling expense

 -

 -

 127,708

 2.15
 %

 (127,708
)

 (100.00
)%

 General and administrative expenses

 784,492

 1,762.31
 %

 513,411

 8.63
 %

 271,081

 52.80
 %

 Stock based compensation

 2,508,783

 5,635.82
 %

 -

 -
 %

 2,508,783

 100.00
 %

 Total operating expenses

 3,293,275

 7,398.12
 %

 641,119

 10.77
 %

 2,652,156

 413.68
 %

 Income (loss) from operations

 (3,375,687
)

 (7,583.26
)%

 1,157,201

 19.45
 %

 (4,532,888
)

 (391.71
)%

 Interest expenses, net

 (30,409
)

 (68.31
)%

 (23,683
)

 (0.40
)%

 (6,726
)

 28.40
 %

 Other income (expenses), net

 (114,887
)

 (258.09
)%

 1,632

 0.03
 %

 (116,519
)

 (7,139.64
)%

 Income (loss) before income taxes

 (3,520,983
)

 (7,909.66
)%

 1,135,150

 19.08
 %

 (4,656,133
)

 (410.18
)%

 Income tax expense

 (74,232
)

 (166.76
)%

 154,199

 2.59
 %

 (288,431
)

 (148.14
)%

 Net income (loss) from continuing operations

 (3,446,751
)

 (7,742.90
)%

 16.48
 %

 (4,427,702
)

 (451.37
)%

 Net income from discontinued operations

 -

 -
 %

 31.42
 %

 (1,869,563
)

 (100
)%

 Net income (loss) attributable to Vivic Corp.

 (3,446,751
)

 (7,742.90
)%

 2,850,514

 47.90
 %

 (6,297,265
)

 (220.92
)%

 Revenue

 Revenue
was $44,515 for the year ended June 30, 2025. Toal revenue from continuing operations was $5,950,692 for the year ended June 30, 2024.
The revenue for the year ended June 30, 2025 was mainly from the sale of yacht models. We sold 100 yacht models to one of the Company's
directors below cost. We considered this as marketing and advertising because the director will give our yacht models to prospective
purchasers to promote and market our yachts. The revenue for the year ended June 30, 2024 was mainly from the sales of yachts at Vivic Taiwan.

 Cost
of revenue

 Cost
of revenue was $126,927 for the year ended June 30, 2025. Cost of revenue from continuing operations was $4,152,372 for the year ended
June 30, 2024. The cost of revenues for the year ended June 30, 2025 was mainly due to costs associated with yacht model sales. We sold
100 yacht models to one of the Company's directors below cost. We considered this as marketing and advertising because the director
will give our yacht models to prospective purchasers to promote and market our yachts. The cost of revenues for the year ended June 30,
2024 was mainly due to the costs of yacht sales at Vivic Taiwan.

 Gross
profit (loss)

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

 Operating
expenses

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

 General
and administrative expenses consisted mainly of employee salaries and welfare, and expenses for business meetings, utilities,
accounting, consulting, and legal services. General and administrative expenses were $784,492 for the year ended June 30, 2025,
compared to $513,411 for the year ended June 30, 2024, an increase of $271,081 or 52.80%. The increase of general and administrative
("G&A") expenses mainly reflected increased professional fee by $147,399, increased bad debt expense by $86,026,
increased repair and maintenance expense by $37,638, increased payroll expense by $53,991, increased OTC listing fee by $5,555,
which was partly offset by decreased subcontract labor expenses by $60,951.

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

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

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

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

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

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

 Other
income (expenses), net

 Net
other expenses were $145,296 for the year ended June 30, 2025, and $22,015 for the year ended June 30, 2024. For the year ended June
30, 2025, net other expenses mainly consisted of interest expense of $30,409, and other expense of $114,887. For the year ended June
30, 2024, net other expenses mainly consisted of interest expense of $23,683, which was partly offset by other income of $1,632.

 Net
(income) loss from continuing operations

 We
had a net loss of $3,446,751 for the year ended June 30, 2025, compared to a net income of $980,951 for the year ended June 30,
2024, an increase in our net loss of $4,427,702 or 451.37%. The increase in our net loss from continuing operations was mainly due
to the decrease in our revenue and increased share-based compensation as described above.

 LIQUIDITY
AND GOING CONCERN

 We
had $41,903 cash and cash equivalents, and working capital deficit of $0.6 million as of June 30, 2025, and generated a net loss of $3.4
million during the year ended June 30, 2025. Of the assets included in working capital, approximately prepayment to related parties of
$0.9 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the year ended
June 30, 2025 and 2024.

 2025

 2024

 Net cash used in operating activities

 $
 (458,645
)

 $
 (261,488
)

 Net cash used in investing activities

 -

 -

 Net cash provided by (used in) financing activities

 $
 187,749

 $
 (304,080
)

 Net
cash used in operating activities

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

 Net
cash used in investing activities

 There
was no cash provided by or used in investing activities for the years ended June 30, 2025 and 2024.

 Net
cash provided by (used in) financing activities

 Net
cash provided by financing activities was $187,749 for the year ended June 30, 2025, compared to net cash used in financing activities
of $304,080 for the year ended June 30, 2024. Net cash provided by financing activities for the year ended June 30, 2025, consisted of
proceeds from related party advances of $561,420 and loan proceeds from a third party of $124,642, which was partly offset by repayments
to related parties of $358,091, and repayment of third party loans of $140,222. Net cash used in financing activities for the year ended
June 30, 2024, consisted of repayments to related parties of $352,329, which was partly offset by proceeds from related parties of $48,249.

 Going
Concern

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

 We
had $41,903 cash and cash equivalents and working capital deficit of approximately $0.62 million as of June 30, 2025, which included
amounts prepayments from clients of $0.35 million, prepayments to related parties of $0.94 million. We
generated a net loss of $3.45 million during the year ended June 30, 2025, and we had an accumulated deficit of approximately $5.75
million as of June 30, 2025, and generated negative cash flow from operating activities during the period of $0.46 million. We do
not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12
months.

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

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

 PLAN
OF OPERATION AND FUNDING

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

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

 MATERIAL
COMMITMENTS

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

 OFF-BALANCE
SHEET ARRANGEMENTS

 As
of the date of this 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.

 RECENT
ACCOUNTING PRONOUNCEMENTS

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

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

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

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

 The
Company's management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently
adopted, will have a material impact on the Company's consolidated financial statement presentation or 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, and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of June 30, 2025. Based on such evaluation, our President and Chief
Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025, for, among others,
the reasons set forth below.

 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 and principal financial officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the financial statements in accordance with U.S. generally accepted accounting
principles.

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

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

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

in Internal Control Over Financial Reporting

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

 Inherent
Limitations of the Effectiveness of Controls

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

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable.

 PART
III

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

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

 Name

 Age

 Position

 Wang

 President,
 Chief Executive Officer and Secretary

 Andy
 F Wong

 Chief
 Financial Officer

 Kung

 and Chairman

 Kun-Teng
 Liao

 Chief
 Operating Officer

 Liu-Shiang
 Kung Hwang

 Hui
 Ming Pao

 Kevin
 (Chuen-Huei) Lee

 Amy
 (Yin-Zhen) Huang

Wang, CEO, 56, became our Chief Executive Officer and President effective January 7, 2025, and was appointed as a director August
1, 2024, from which position he resigned effective January 24, 2025. Mr.
Wang has served in a number of senior management positions in the Internet and technology industries. Mr. Wang currently
serves as President of Chuang Sheng Information Co., Ltd, which he founded in 2020. Chuang Sheng Information Co. specializes in IoT application
services. He is also an Executive Director of Viermtech Inc., which has focused on electronic design and manufacturing since 2019. From
2017 to 2023 Mr. Wang served as CEO and President of Lien Shen Electronic Corp., a company which provides automotive electronic product
design and distribution services. Mr. Wang holds a Master of Business Administration degree from National Chengchi University.

 Andy
F Wong, CFO, 65, became our Chief Financial Officer effective January 7, 2025. Mr. Wong is an accomplished financial executive
with extensive experience in overseeing financial functions and supporting organizational growth. From June 2024 to January 2025,
Mr. Wong served as Interim Controller at Rootstock International, a software company, where he leads ERP management and cash flow
optimization. From February 2023 to November 2023, he was Interim Controller at Fisher & Phillips, LLP, an employment law firm,
where he led the firm's accounting and reporting functions, implemented treasury initiatives and created training resources.
From February 2022 to January 2023, as Senior Manager with MorganFranklin Consulting, Mr. Wong served as Interim Corporate
Controller for Innovative Chemical Products Group, LLC, a manufacturer of specialty coatings and adhesives, where he enhanced
financial reporting and accounting processes. From January 2021 to February 2022, through VACO Staffing, Mr. Wong served as Interim
Corporate Accounting Manager at Republic National Distributing Co., a wine and spirits distributor, where he provided accounting
support and audit preparation. From June 2020 to January 2021, also through VACO Staffing, Mr. Wong was Interim Finance and
Accounting Consultant at Global Franchise Group, a restaurant franchisor, where he provided financial and audit support for their
various brands. From June 2019 to December 2019, he served as Interim Corporate Controller for HotSchedules, a SaaS provider of
restaurant and hospitality management solutions, where he led M&A integration efforts and strengthened financial controls during
a critical merger. From March 2019 to May 2019, he was Interim Operational Controller at Togetherwork, a SaaS revenue and membership
management entity, where he concluded audits and improved month-end closing processes. Mr. Wong is a Certified Public Accountant
(CPA) and Chartered Global Management Accountant (CGMA). He holds a Bachelor of Science in Accounting and Business Administration
from the State University of New York College at Oswego and an MBA in Finance & Organizations from the University of
Rochester's Simon School of Business.

Kung, Chairman of the Board and a Board Director, 86 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, COO, 57, resigned from our Board of Directors and from his position as Secretary of our Company effective October 9, 2024.
From August 2021 to October 2024 Mr. Liao served as a director and secretary of our Company. Upon resignation from his positions as a
director and Secretary, he began to function in the capacity of Chief Operating Officer and was officially appointed as our Chief Operating
Officer effective January 25, 2025. From October 2015 until March 2020, Mr. Kung served as the Chairman of Sino-Phoenix Limited a company
based in Taiwan engaged in international trade where he was responsible for ensuring corporate governance, and facilitating communication.
He received an MBA degree from Seton Hall University, located in New Jersey in 2013. From 2006 to 2016, he was the chairman of EcallBuy
Trading Company Limited.

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

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

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

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

 Board
Composition; Committees

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

 ITEM
11. EXECUTIVE COMPENSATION

 The following table sets forth information concerning all compensation
awarded to, earned by, or paid to our executive officers for the fiscal years ended 2025 and 2024.

 I.

 SUMMARY COMPENSATION TABLE

 Name and All Other Principal Position

 Year

 Salary
 ($)

 Cash Bonuses
 ($)

 Stock Awards
 ($) (1)

 Total Compensation ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 Tse-Ling Wang

 2025

 $
 -

 $
 -

 $

 $

 President, Principal

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 Executive Officer, Secretary

 Andy F. Wong

 2025

 $
 -

 $
 -

 $
 180,000

 $
 180,000

 Principal Financial Officer

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 Kun-Teng Liao

 2025

 $
 -

 $
 -

 $
 14,168

 $
 14,168

 Chief Operating Officer

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 Shang-Chiai Kung (2)

 2025

 $
 -

 $
 -

 $
 -

 $
 -

 Previous President, Principal

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 Executive Officer,

 Principal Financial Officer

 (1)

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

 (2)

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

 Employment Agreements

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

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

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

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

 II.

 DIRECTOR COMPENSATION

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

 Name

 Fees earned or paid in cash ($)

 Stock awards
 ($) (1)

 Option awards
 ($)

 Total ($)

 Shang-Chiai Kung

 -

 -

 Liu-Shiang Kung Hwang

 -

 -

 Hui Ming Pao

 -

 126,500

 -

 126,500

 Kevin (Chuen-Huei) Lee

 -

 -

 Amy (Yin-Zhen) Huang

 -

 126,500

 -

 126,500

 Tse-Ling Wang (2)

 -

 450,000

 450,000

 (1)

 Amounts in this column represents the aggregate grant date fair value
 for stock awards. For a description of the assumptions we used to calculate these amounts, see Note 13 to the consolidated
 financial statements included in this Annual Report.

 (2)

 Wang resigned as a member of the Board on January 25, 2025.

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

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

 The
following table sets forth certain information known to us with respect to the beneficial ownership of common stock by (i) each person,
entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5%
of the outstanding shares of common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive
officers as a group. The percentage of class is based on 27,410,921 shares of common stock and 832,000 shares of Series A Convertible
Preferred Stock issued and outstanding as of September 22, 2025.

 Officers/Directors

 No. of
 Shares of
 Common
 Stock
 Owned

 Percentage of
 Common Stock (1) (2)

 No. of
 Shares of
 Series A Convertible Preferred Stock

 Percentage of Series A Convertible
 Preferred Stock

 Percentage of
 Aggregate Voting
 Power (1)(2)

 Liu-Shiang Kung
 Hwang (3)

 2,095,562

 7.65
 %

 -

 -

 3.04
 %

 Hui-Ming Pao

 50,000

 0.18
 %

 -

 -

 *

 Chuen-Huei Lee

 0.55
 %

 -

 -

 *

 Amy (Yin-Zhen) Huang

 50,000

 0.18
 %

 -

 -

 *

 Shang-Chiai Kung (3)

 0.55
 %

 -

 -

 *

 Tse-Ling Wang

 (4)

 0.55
 %

 -

 -

 *

 Kun-Teng Liao

 174,000

 0.64
 %

 -

 -

 *

 Andy F Wong

 -
 (5)

 -

 -

 -

 -

 Officers and Directors as a group (7 persons named above)

 2,819,562

 10.29
 %

 -

 -

 3.04
 %

 5% and above stockholder

 Shang-Chiai Kung (2)

 0.55
 %

 832,200

 %

 60.50
 % (2)

 Huilan Chen

 1,589,686

 5.80
 %

 -

 -

 2.30
 %

 Fujian Jaxin Yacht Company Limited

 2,641,355
 (6)

 9.64
 %

 -

 -

 3.83
 %

 Miao-Chuan Ho

 1,455,000

 5.31
 %

 -

 -

 2.11
 %

 Kuen-Horng Tsai

 1,784,000

 6.51
 %

 -

 -

 2.58
 %

 Fuxiang Zhong

 1,400,000

 5.11
 %

 -

 -

 2.03
 %

 *

 Less
 than one percent.

 (1)

 The
 percentages above are based on 27,410,921 shares of our common stock issued and outstanding as of September 22, 2025.

 (2)

 The
 shares attributed to Shang Chiai Kung represent shares issuable upon conversion of 832,200 shares of our Series A Convertible Preferred
 Stock. Mr. Shang Chiai Kung's address is No. Alley 1, Lane 143, Section 2, Linan Road., North District, Tainan, Taiwan, Republic
 of China. Each share of our Series A Convertible Preferred Stock held by Mr. Kung is convertible into 10 shares of our common stock.
 The holders of our Series A Convertible Preferred Stock vote together with the holders of our common stock on all matters brought
 before our stockholders for a vote and are entitled to cast 50 votes for each share of our Series A Convertible Preferred Stock.
 Thus, assuming none of our Series A Convertible Preferred Stock is converted into common stock, Mr. Kung is entitled to cast an aggregate
 of 41,600,000 votes on all matters voted upon by our stockholders. Therefore, Mr. Kung can cast votes representing 60.28% of the
 aggregate voting power on all matters voted upon by our stockholders.

 (3)

 Each
 of Liu-Shiang Kung Hwang and her husband, Shang-Chiai Kung, may be deemed to beneficially own the shares attributed to the other
 in the table above.

 (4)

 Excludes
 250,000 which may be issued pursuant to Restricted Stock Units granted to Mr. Wang for services as Chief Executive Officer.

 (5)

 Excludes
 100,000 which may be issued pursuant to Restricted Stock Units granted to Mr. Wong for services as Chief Financial Officer.

 (6)

 These
 shares are held by Fujian Jaxin Yacht Company Limited, a People's Republic of China company. Fujian Jaxin Yacht Company Limited
 is 100% directly held by Yun-Kuang Kung. The registered address of Fujian Jaxin Yacht Company Limited is Room 506, Building 4, Jingjing
 Bay Business Operation Centre, No.3 Tianshan North Road, Jingjing Town, Pingtan Count, Fujian Province, China. Yun-Kuang Kung is
 son of Shang-Chiai Kung, who is the Chairman of the Company.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

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

 During
the year ended June 30, 2025, the Company had prepayments of $445,894 to Fujian Jiaxin Company Limited, an entity owned by
Yun-Kuang Kun.

 During
the year ended June 30, 2025, the Company had prepayments to Weiguan Ship of $312,169.

 In
addition, on and effective August 1, 2024, the Board of Directors (the "Board") of the Company appointed Mr. Tse-Ling Wang,
Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr.
Wang and Mr. Kevin Lee will each be issued 150,000 shares of the Company's common stock in consideration of his or her agreement
to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao will receive 50,000 shares of the Company's
common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. The Board also
approved the issuance of 150,000 shares of the Company's common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration
of his service for a period of one-year. The Company issued an aggregate of 700,000 shares of the Company's common stock during
the year ended June 30, 2025 with a fair value of 1,932,000 as prepaid stock compensation expense. During the year ended June 30, 2025,
the Company expensed 1,771,000 from prepaid expense as stock compensation expense. As of June 30, 2025, the Company had prepaid Chairman
and Directors' compensation of $161,000.

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

 At
the time of the sale of Weiguan Ship to Mr. Yun-Kuang Kung, the son of our Chairman, Weiguan Ship was indebted to the Company in the
amount of $2.51 million representing amounts loaned to Weiguan Ship to support its operations during the period it was our subsidiary.
Prior to the sale of Weiguan Ship this amount was eliminated in preparing consolidated financial statements. The amount due from Weiguan
Ship, $2,512,934 as of June 30, 2025, is non-interest bearing and payable on demand.

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

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

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

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

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

 For
 the fiscal years ended

 June
30,

 2025

 2024

 Audit service:

 $
 75,150

 $
 40,128

 Audited related services:

 -

 -

 Tax service:

 -

 -

 Others:

 -

 -

 Total:

 $
 75,150

 $
 40,128

 ITEM
15. EXHIBITS

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

 3.1

 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 as filed with the SEC on July 5, 2017).

 3.2

 Certificate of Amendment to Articles of Incorporation filed April 8, 2019 (incorporated by reference to Exhibit 3.2 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024).

 3.3

 Certificate of Designation filed April 9, 2019 (incorporated by reference to Exhibit 3.3 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024).

 3.4

 Certificate of Amendment to Articles of Incorporation filed November 18, 2019. (incorporated by reference to Exhibit 3.4 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024)

 3.5

 Certificate of Amendment to Articles of Incorporation filed January 16, 2020. (incorporated by reference to Exhibit 3.5 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024)

 3.6

 Certificate of Correction filed January 17, 2020. (incorporated by reference to Exhibit 3.6 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024)

 3.7

 Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock filed December 9, 2020. (incorporated by reference to Exhibit 3.7 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024)

 3.8

 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 as filed with the SEC on July 5, 2017).

 4.1

 Description of Securities (incorporated by reference to Exhibit 4.1 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024)

 10.1

 Stock Purchase Agreement dated July 12, 2023, between Vivic Corporation (Hong Kong) Co. Limited and Yun-Kuang Kung (incorporated by reference to report on Form 8-K dated July 12, 2023).

 10.2

 Debt Conversion Agreement dated May 26, 2023, between the Company and Yun-Kuang Kung (incorporated by reference to report on Form 8-K dated May 26, 2023)

 10.3

 Employment Agreement dated January 7, 2025, by and between the Company and Tse-Ling Wang (incorporated by reference to report on Form 8-K dated January 13, 2025)

 10.4

 Employment Agreement dated January 7, 2025, by and between the Company and Andy F Wong (incorporated by reference to report on Form 8-K dated January 13, 2025)

 10.5

 Employment Agreement dated October 1, 2024, by and between the Company and Kun-Teng Liao (incorporated by reference to report on Form 8-K dated January 27, 2025)

 10.6

 Electric Catamaran Yacht Co-Development Agreement dated January 29, 2025, between the Company and Acel Power Inc. (incorporated by reference to report on Form 10-Q dated February 14, 2025)

 10.7*

 Yacht Sales Contract ("Purchase and Sale Agreement") dated January 29, 2025, between the Company and Acel Power Inc.

 14.1

 Code of Ethics (incorporated by reference to Exhibit 4.1 to the Company's Report on Form 10-K as filed with the SEC on April 16, 2024)

 21.1

 List
 of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company's Report on Form 10-K as filed with the SEC
 on April 16, 2024)

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14 of 15d-14 of Securities Exchange Act of 1934.

 32.1**

 Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

 32.2**

 Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

 *
Filed herewith

 **
Furnished Herewith

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ITEM 16. FORM 10-K SUMMARY.

 None.

 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:
 September 30, 2025

 By:

 /s/
 Tse-Ling Wang

 Wang

 Chief
 Executive Officer and Secretary

 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/
 Tse-Ling Wang

 Chief
 Executive Officer and Secretary

 Wang

 (Principal
 Executive Officer)

 /s/
 Andy F Wong

 Chief
 Financial Officer

 Andy
 F Wong

 (Principal
 Financial Officer; principal accounting officer)

 /s/
 Shang-Chiai Kung

 Director and Chairman

 September 30, 2025

Kung

 /s/
 Liu-Shiang Kung Hwang

 Liu-Shiang
 Kung Hwang

 /s/
 Hui Ming Pao

 Hui
 Ming Pao

 /s/
 Kevin Lee

 Kevin
 Lee

 /s/
 Amy Huang

 Amy
Huang

 VIVIC
CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

 Opinion
on the Financial Statements

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

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

 Going
Concern

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

 Basis
for Opinion

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

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

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

 F- 2

 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 15 to the consolidated financial statements, the Company engages in transactions with related parties, which are
integral to its operations. These transactions include prepayments of goods and working capital injections. We identified the
evaluation of the identification of related parties and related-party transactions as a critical audit matter due to the complexity
and the inherent risk of omission or incomplete disclosure of related parties and their transactions. There is 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
 an understanding of the Company's process for identifying related parties and related-party transactions, reviewing the Company's
 policies and procedures for identifying and disclosing such relationships and transactions, as well as the controls in place to ensure
 completeness and accuracy.

 (2)

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

 (3)

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

 (4)

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

 (5)

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

 /s/
 YCM CPA INC.

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

 PCAOB
ID 6781

 Irvine, California

 September 30, 2025

 F- 3

 VIVIC
CORP.

 CONSOLIDATED
BALANCE SHEETS

 June

 June

 ASSETS

 Current assets

 Cash and cash
 equivalents

 $
 41,903

 $
 310,859

 Accounts receivable - related
 party

 -

 1,242,388

 Note receivable

 -

 159,708

 354,705

 250,794

 - related party

 936,146

 250,462

 936,146

 250,462

 Other receivables

 9,319

 92,974

 Inventory

 4,249

 3,821

 Total current assets

 1,346,322

 2,311,006

 Non-current assets

 Due from related parties

 2,512,934

 2,552,368

 Property and equipment,
 net

 Intangible
 assets, net

 -

 1,970

 Total non-current assets

 2,513,236

 2,555,053

 TOTAL
 ASSETS

 $
 3,859,558

 $
 4,866,059

 LIABILITIES AND STOCKHOLDERS'
 EQUITY

 Current liabilities

 Accounts payable

 $
 -

 $
 142,272

 Accounts payable - related
 party

 -

 903,728

 Accounts payable

 -

 903,728

 Accrued liabilities and
 other payables

 277,566

 220,175

 Deferred revenue

 698,691

 58,930

 Tax payable

 84,100

 149,773

 Due to related parties

 339,054

 186,631

 Short-term
 loan

 565,456

 -

 Total current liabilities

 1,964,867

 1,661,509

 Non-Current liabilities

 SBA loan payable

 87,500

 87,500

 Long-term
 loan

 -

 523,883

 Total non-current liabilities

 87,500

 611,383

 TOTAL LIABILITIES

 2,052,367

 2,272,892

 Commitments and contingencies

 -

 STOCKHOLDERS' EQUITY

 Preferred stock, $ 0.001 par value; 5,000,000
 shares authorized; 832,000 shares issued and outstanding as of June 30, 2025 and 2024

 Common stock, $ 0.001 par value; 70,000,000
 shares authorized; 27,410,921 shares issued and outstanding as of June 30, 2025, and 26,657,921 shares issued and outstanding as of

 27,540

 26,658

 Additional paid-in capital

 7,533,648

 4,847,664

 Accumulated other comprehensive
 income (loss)

 ( 9,229
)

 16,862

 Accumulated
 deficit

 ( 5,745,600
)

 ( 2,298,849
)

 Total stockholders'
 equity

 1,807,191

 2,593,167

 TOTAL
 LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 3,859,558

 $
 4,866,059

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

 F- 4

 VIVIC
CORP.

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 2025

 2024

 For
 the Years Ended June 30,

 2025

 2024

 Revenue

 $
 -

 $
 4,428,580

 Revenue - related party

 44,515

 1,522,112

 Total revenue

 44,515

 5,950,692

 Cost of revenue

 126,927

 4,152,372

 Gross profit (loss)

 ( 82,412
)

 1,798,320

 Operating expenses

 Selling expenses

 -

 127,708

 Share-based compensation

 2,508,783

 -

 General
 and administrative expenses

 784,492

 513,411

 Total operating expenses

 3,293,275

 641,119

 Income (loss) from operations

 ( 3,375,687
)

 1,157,201

 Other income (expenses)

 Interest expense, net

 ( 30,409
)

 ( 23,683
)

 Other
 income (expenses), net

 ( 114,887
)

 1,632

 Total other expenses, net

 ( 145,296
)

 ( 22,051
)

 Income (loss) before income taxes

 ( 3,520,983
)

 1,135,150

 Income
 tax provision

 ( 74,232
)

 154,199

 Net income (loss) from continuing operations

)

 Net income from discontinued
 operations

 -

 $
)

 $
 2,850,514

 Other comprehensive item

 Foreign
 currency translation gain (loss)

 ( 26,091
)

 6,530

 COMPREHENSIVE INCOME
 (LOSS)

 $
 ( 3,472,842
)

 $
 2,857,044

 Weighted average common stock outstanding

 Basic

 26,979,067

 Diluted

 26,979,067

 34,977,921

 from per share of common stock – Basic

 $
 ( 0.13
)

 $
 0.11

 from per share of common stock – Diluted

 $
 ( 0.13
)

 $
 0.08

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

 F- 5

 VIVIC
CORP.

 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED JUNE 30, 2025 AND 2024

 No.
 of

 shares

 No.
 of

 shares

 Additional

 paid-in

 capital

 Other

 comprehensive income

 Accumulated
 loss

 Total

 stockholders'

equity

 Preferred
 stock

 Common
 stock

 Additional

 Accumulated other

 Total

 No.
 of shares

 No.
 of shares

 paid-in

 c apital

 comprehensive

 income (loss)

 Accumulated

 loss

 stockholders'

 equity (deficit)

 Balance as of June 30, 2023

 $

 $
 26,658

 $
 4,847,664

 $
 10,332

 $
 ( 5,149,363
)

 $
 ( 263,877
)

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 6,530

 -

 6,530

 Disposal of subsidiaries

 -

 -

 -

 -

 -

 -

 Net income for the period

 -

 -

 -

 -

 -

 -

 Balance as of June 30, 2024

 26,658

 4,847,664

 16,862

 ( 2,298,849
)

 2,593,167

 Balance

 26,658

 4,847,664

 16,862

 ( 2,298,849
)

 2,593,167

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 ( 26,091
)

 -

 ( 26,091
)

 Share-based compensation

 -

 -

 881,409

 2,685,984

 -

 -

 2,686,866

 Net loss for the period

 -

 -

 -

 -

 -

 -

)

)

 -

 -

 -

 -

 -

 -

)

)

 Balance as of June 30, 2025

 $

 27,539,330

 $
 27,540

 $
 7,533,648

 $
 ( 9,229
)

 $
 ( 5,745,600
)

 $
 1,807,191

 Balance

 $

 27,539,330

 $
 27,540

 $
 7,533,648

 $
 ( 9,229
)

 $
 ( 5,745,600
)

 $
 1,807,191

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

 F- 6

 VIVIC
CORP.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2025

 2024

 For
 the Years Ended June 30,

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $

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

 Depreciation and amortization expenses

 2,440

 2,861

 Bad debt direct write-off and provision

 86,026

 -

 Stock compensation expenses

 2,508,783

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 15,580

 -

 Accounts receivable - related party

 1,226,980

 ( 1,242,690
)

 Note receivable

 161,491

 ( 162,831
)

 ( 70,749
)

 691,314

 Prepayments - related party

 ( 188,642
)

 ( 255,359
)

 Other receivables

 ( 373
)

 ( 8,169
)

 Inventory

 -

 801,929

 Accounts payable

 ( 143,860
)

 110,791

 Accounts payable - related party

 ( 1,215,728
)

 903,728

 Accrued liabilities and other payables

 56,361

 15,281

 Deferred revenue

 624,772

 ( 2,246,228
)

 Tax payables

 ( 74,975
)

 146,934

 Net cash used in operating activities

 ( 458,645
)

 ( 261,488
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from related parties

 561,420

 48,249

 Repayment to related parties

 ( 358,091
)

 ( 352,329
)

 Repayment of loan

 ( 140,222
)

 -

 Proceed from loans

 124,642

 -

 Net cash provided by (used in) financing activities

 187,749

 ( 304,080
)

 Effect of exchange rate
 change on cash and cash equivalents

 1,940

 ( 23,140
)

 NET DECREASE IN CASH & CASH EQUIVALENTS

 ( 268,956
)

 ( 588,708
)

 CASH & CASH EQUIVALENTS,
 BEGINNING OF THE YEAR

 310,859

 899,567

 CASH & CASH EQUIVALENTS,
 END OF THE YEAR

 $
 41,903

 $
 310,859

 -

 Supplemental Cash Flows Information:

 Cash paid for income
 tax

 $
 -

 $
 1,530

 Cash paid for interest

 $
 30,577

 $
 28,773

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

 F- 7

 VIVIC
CORP.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION AND BUSINESS BACKGROUND

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

 The
Company's headquarters are maintained at its branch in the Republic of China ("ROC" or "Taiwan"), Vivic
Corp. Taiwan Branch ("Vivic Taiwan"). It is mainly engaged in yacht procurement, sales, and leasing services in Taiwan and
other countries.

 On
July 12, 2023, Vivic Corporation (Hong Kong) Co. Limited ("Vivic Hong Kong"), a wholly-owned subsidiary of the Company,
entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. "Kung", son of Shang-Chiai Kung, who was then the
Company's principal shareholder, President and Chief Executive Officer), pursuant to which, Mr. Kung acquired all of the
shares of the Company's wholly owned subsidiary Guangdong Weiguan Ship Tech Co., Ltd ("Weiguan Ship"). In
consideration for its interest in Weiguan Ship, the Company received RMB 1,000
($ 137)
and 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.

 Description
of subsidiaries as of June 30, 2025 is 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

 %

 Vivic Corp. Taiwan Branch

 The Republic of China
 (Taiwan)

 Provision of yacht service

 Registered: TWD 13,000,000,

Paid Up: TWD
 13,000,000

 %

 On
October 9, 2024, the Board of Directors of the Company adopted a resolution changing the fiscal year end of the Company to June 30, effective
June 30, 2024. Management believes the change will cause the Company's annual financial statements to more accurately reflect the
Company's performance and facilitate the timely preparation of its periodic reports required to be filed with the Securities and
Exchange Commission.

 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").

 F- 8

 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.

 Credit losses

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

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

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

 Accounts receivable

 Accounts
receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to
90 days from completion of service. Credit is extended based on an evaluation of a customer's financial condition, the customer's
credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past
due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected
credit loss model, at the end of each period, the Company specifically evaluates each individual customer's financial condition,
credit history, and the current economic conditions to monitor the progress of the collection of accounts receivable. The Company considers
the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments.
For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts
due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable
means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet
credit exposure related to its customers. As of June 30, 2025 and 2024, the Company had no allowance for doubtful accounts.

 F- 9

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

 Inventories

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

 Property and equipment

 Property 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 LIVES

 Expected
 useful life

 Office
 equipment

 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

 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 June 30, 2025 and 2024, 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, mainly yachts. The Company recognize its revenue at a point in time when the
control of the products has been transferred to customers.

 F- 10

 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.

 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 transactions. 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 or which operated in the PRC,
Taiwan and Hong Kong, maintain their books and records in their local currency, Renminbi ("RMB"), New Taiwan Dollar ("TWD")
and Hong Kong dollars ("HK$"), each of which is a functional currency, being the primary currency of the economic environment
in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of the Company's subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 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 TWD and HK$ into US$ has been made at the following exchange rates as of June 30, 2025 and 2024.

 SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS

 June

 June

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

 7.8499

 7.8083

 Period/annual average HK$:US$ exchange rate

 7.7893

 7.8190

 Period/year-end TWD:US$ exchange rate

 29.1800

 32.4500

 Period/annual average TWD:US$ exchange rate

 32.0919

 31.8278

 F- 11

 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.

 Net income (loss) per share

 The
Company calculates net loss per share in accordance with ASC Topic 260, "Earnings per Share." Basic income per share is computed
by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share
of common stock is computed similar to basic loss per share of common stock except that the denominator is increased to include the number
of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if
the additional common stock were dilutive (see Note 14).

 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

 SCHEDULE
OF CONCENTRATIONS AND CREDIT RISK

 (a)
Major customers

 Percentage of Revenue

 Years
 Ended June 30,

 2025

 2024

 A*

 100.0
 %

 -
 %

 B

 -
 %

 30.2
 %

 C

 -
 %

 29.7
 %

 D

 -

 25.3

 %

 *
 Related
party of the Company

 F- 12

 (b)
Major vendors

 Percentage of Purchase

 Years
 Ended June 30,

 2025

 2024

 A

 93.52
 %

 -
 %

 B

 -
 %

 59.5
 %

 C

 -

 11.7

 %

 The
Company's principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including
amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains
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 approximates their fair values because of the short-term nature of these financial instruments.

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 ("VAT")

 Sellers
and service providers are generally obligated to pay business tax for sales of goods or services within Taiwan unless the law provides
otherwise. For imported goods, the business tax will be paid by the goods receivers or buyers via customs. For imported services sold
by foreign companies to Taiwanese buyers, business tax shall be paid by the service buyers. However, the service buyer (corporate entity)
will not be required to pay business tax if it is exclusively engaged in taxable transactions subject to either 5% or 0% VAT.

 VAT
is applicable to general industries, and the VAT rate is 5 %. Under the VAT system, each seller collects output VAT from the buyer at
the time of sale, deducts input VAT paid on purchases from output VAT, and remits the balance to the tax authority.

 F- 13

 Recent accounting pronouncements

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

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

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

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

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

 NOTE
3 – GOING CONCERN UNCERTAINTIES

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

 F- 14

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

 The
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, increasing its sales and the diversity
of its customer base. The Company is actively pursuing additional financing for its operations via potential loans and equity issuances.
However, there is no assurance that the 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 addition 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
4 – INVENTORY

 Inventory
consisted of the following:

 SCHEDULE OF INVENTORY

 Finished goods, mainly parts

 $
 4,249

 $
 3,821

 Total inventory

 4,249

 3,821

 Less: Inventory impairment

 -

 -

 Inventory, net

 $
 4,249

 $
 3,821

 NOTE
5 – PREPAYMENTS

 Prepayments consisted of the following:

 SCHEDULE OF PREPAYMENTS

 June

 June

 Prepayments to vendors

 $
 336,736

 $
 233,681

 Prepaid service fee

 17,969

 17,113

 Total prepayments

 $
 354,705

 $
 250,794

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

 F- 15

 NOTE
6 – NOTES RECEIVABLE – BANK ACCEPTANCES

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

 NOTE
7 – PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Office equipment

 $
 2,810

 $
 2,527

 Subtotal

 2,810

 2,527

 Less: Accumulated depreciation

 ( 2,508
)

 ( 1,812
)

 Property, plant and equipment, net

 $

 $

 Depreciation
expenses for the years ended June 30, 2025 and 2024 were $ 449 and $ 452, respectively.

 NOTE
8 – INTANGIBLE ASSETS

 Intangible
assets consisted of the following:

 SCHEDULE
OF INTANGIBLE ASSETS

 Software

 $
 7,882

 $
 7,088

 Total intangible assets

 7,882

 7,088

 Less: Accumulated amortization

 ( 7,882
)

 ( 5,118
)

 Intangible assets, net

 $
 -

 $
 1,970

 Amortization
expense for the years ended June 30, 2025 and 2024 were $ 1,991 and $ 2,409, respectively.

 NOTE
9 – ACCRUED LIABILITIES AND OTHER PAYABLES

 Accrued
liabilities and other payables consisted of the following:

 SCHEDULE
OF ACCRUED LIABILITIES AND OTHER PAYABLE

 Accrued penalty

 $
 -

 $
 9,400

 Accrued salaries

 9,348

 7,147

 Accrued consulting fee

 210,000

 Accrued legal fee

 28,631

 -

 Other payables

 29,587

 53,628

 Total accrued liabilities and other payable

 $
 277,566

 $
 220,175

 F- 16

 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 in September 2023. During the years ended June 30, 2025 and 2024, the Company made a payment of $ 9,400
and $ 50,600 to an escrow account, which fund was subsequently released to the SEC. As of June 30, 2025, the Company paid the penalty
in full.

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

 NOTE
10 – LOAN PAYABLE

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

 On
May 18, 2023, Vivic Taiwan entered a loan agreement with Taiwan Hua Nan Bank. Vivic Taiwan borrowed TWD 12,000,000
($ 0.38
million) from the bank for a term of one year, with an annual interest rate of approximately 3 %, the interest is to be paid monthly.
On November 1, 2024, the Company repaid TWD 4.5
million ($ 0.14
million) to the bank, and the bank issued a new note for the remaining balance of TWD 7.5
million ($ 0.23
million) with same interest rate for the term from November 14, 2024 to May 14, 2025. This Loan was extended to November 14, 2025.
During the year ended June 30, 2025, the Company recorded and paid interest expenses of $ 7,415.
As of June 30, 2025, the outstanding balance of this new note was $ 257,026.
On July 2, 2025, this loan was repaid in full.

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

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

 F- 17

 NOTE
11 – 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 interest of $ 427 monthly will begin 30 months
from the loan disbursement date. For the years ended June 30, 2025 and 2024, the Company made payments of interest of $ 5,461 and $ 4,697
on the EIDL loan, respectively.

 As
of June 30, 2025, the future minimum EIDL loan payments for the Company to be paid by year are as follows:

 SCHEDULE OF EIDL LOAN PAYMENTS

 Year Ending June 30,

 2026

 $
 5,124

 2027

 5,124

 2028

 5,124

 2029

 5,124

 2030

 5,124

 Thereafter

 61,880

 Total

 $
 87,500

 NOTE
12 – 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. However, the Company did not
recognize any accrued interest and penalties related to unrecognized tax benefits during the years ended June 30, 2025 and 2024.

 Taiwan

 Vivic
Taiwan 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 (benefit) for the years ended June 30, 2025 and 2024 was $ ( 74,232)
and $ 154,199.

 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 June 30, 2025 and 2024.

 The
reconciliation of income tax rate to the US effective income tax rate based on income before income taxes for the years ended June 30,
2025 and 2024 are as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE

 2025

 2024

 Years
 ended June 30,

 2025

 2024

 Income (Loss) before income taxes

 $
 ( 3,520,983
)

 $
 3,004,713

 Statutory income tax rate

 ( 739,406
)

 630,990

 Tax rate difference

 5,738

 ( 92,355
)

 Prior year tax adjustment

 ( 74,976

)

 -

 Valuation allowance

 734,412

 ( 384,436
)

 Income tax expense

 $
 ( 74,232
)

 $
 154,199

 F- 18

 The
following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2025 and
2024:

 SCHEDULE OF DEFERRED INCOME TAXES ASSETS AND LIABILITIES

 Deferred tax assets on

 Net operating loss carryforwards:

 - United States

 $
 645,776

 $
 26,009

 - Taiwan

 113,709

 -

 - Hong Kong

 Total

 760,115

 26,446

 Less: valuation allowance

 ( 760,115
)

 ( 26,446
)

 Deferred tax assets, net

 $
 -

 $
 -

 As
of June 30, 2025, the Company's continuing operations had $ 3,446,751
of net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation
allowance against the deferred tax assets of $ 760,115
based on the expected future tax benefits from the net operating loss from the Company's continuing operations carry forwards
as the management believes it is more likely than not that these assets will not be realized in the future.

 NOTE
13 – STOCKHOLDERS' EQUITY

 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 June 30, 2025 and 2024, the Company had 832,000 shares of its Series A preferred stock issued and outstanding, with a par value of
$ 0.001 per share, each Series A preferred share can be converted into 10 shares of the Company's common stock. The holders of Series
A preferred stock have voting rights equal to 50 votes per share of Series A preferred stock, and shall be entitled to the dividend equal
to the aggregate dividends for 10 shares of common stock for every one share of Series A preferred stock.

 Common
Stock

 The
Company issued an aggregate of 700,000 shares of the Company's common stock on September 30, 2024 with fair value of $ 1,932,000
to its chairman and the five new directors in consideration of their agreements to serve for the one-year beginning from August 1, 2024.
The Company had $ 161,000 prepayment to related parties as reflected on the balance sheets. During the year ended June 30, 2025, the Company
expensed $ 1,771,000 from the prepayment as stock compensation expense (see Note 15).

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

 F- 19

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

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

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

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

 As
of June 30, 2025 and 2024, the Company had 27,410,921 and 26,657,921 shares of its common stock issued and outstanding, respectively.

 NOTE
14 – 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 June 30, 2025 and 2024:

 SCHEDULE OF NET LOSS PER SHARE

 2025

 2024

 Years ended June 30,

 2025

 2024

 Net income (loss) for basic and diluted attributable to Vivic Corp - continuing operations

 $
)

 $

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

 -

 Weighted average common stock outstanding – Basic

 26,979,067

 Dilutive impact of preferred stock

 8,320,000

 8,320,000

 Weighted average common stock outstanding – Diluted

 26,979,067

 34,977,921

 Net income (loss) per share of common stock – basic, continuing operations

 ( 0.13
)

 0.04

 Net income (loss) per share of common stock – diluted, continuing operations

 ( 0.13
)

 0.03

 Net income (loss) per share of common stock – basic, discontinued operations

 -

 0.07

 Net income (loss) per share of common stock –diluted, discontinued operations

 $
 -

 $
 0.05

 *

 Net
 loss per share was the same for the basic and diluted weighted average shares outstanding for the year ended June 30, 2025 due to
 anti-dilution feature resulting from the net loss.

 F- 20

 NOTE
15 – RELATED PARTY TRANSACTIONS

 a.
Related parties

 SCHEDULE
OF RELATED PARTIES

 Name
 of Related Party

 Relationship
 to the Company

 Yun-Kuang
 Kung

 Son
 of Shang-Chiai Kung, who is the Chairman of Vivic Corp.

 Kung
 Hwang Liu Shiang

 and Spouse of Shang-Chiai Kung, who is the Chairman of Vivic Corp.

 Kung

 Chairman
 of Vivic Corp.

 Kun-Teng
 Liao*

 COO

 Wang

 CEO

 Weiguan
 Ship

 Yun-Kuang
 Kung acquired 100 % ownership of this entity from Vivic Corp. in July 2023

 Jiazhou
 Yacht Company Limited

 Yun-Kuang
 Kung has 100 % ownership of this entity

 Fujian
 Jiaxin Yacht Company Limited

 Yun-Kuang
 Kung has 100 % ownership of this entity

 *

 On
 October 9, 2024, Kun-Teng Liao resigned from his positions with the Company and ceased to be Secretary and a Board Member. Mr. Kun-Teng
 Liao began to function in the capacity of the Company's Chief Operating Officer and was officially appointed as the Company's
 Chief Operating Officer effective January 25, 2025.

 b.
Prepayments - related party

 As
of June 30, 2025 and 2024, the Company had prepayment to Weiguan Ship of $ 312,169 and $ 250,462.

 As
of June 30, 2025, the Company had prepayment to Fujian Jiaxin Company Limited of $ 445,894.

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

 Moreover,
on September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company's Chief
Technology Officer ("CTO"). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai 50,000
shares of the Company's common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Lai 20,000
shares of the Company's common stock each year in which he remains employed by the Company. During the year ended June 30,
2025, the Company recorded $ 85,417
stock compensation expense for shares issued to Mr. Lai. As of June 30, 2025, the Company had prepaid Chairman and Directors'
compensation of $ 17,083,
as reflected in prepayments - related party on the consolidated balance sheets.

 F- 21

 c.
Due from related parties

 Due
from related parties consisted of the following:

 SCHEDULE OF DUE FROM RELATED PARTY

 Name

 June

 June

 Weiguan Ship (1)

 $
 2,512,934

 $
 2,365,420

 Yun-Kuang Kung (2)

 -

 186,948

 Total

 $
 2,512,934

 $
 2,552,368

 As
of June 30, 2025, the due from related parties consisted of the following:

 (1)

 The
 Company had a receivable from Weiguan Ship for $ 2,512,934 as of June 30, 2025. Weiguan Ship was owned by the Company prior to June
 30, 2023, any amount due was eliminated at consolidation prior to June 30, 2023.

 (2)

 On
 June 16, 2023, the Company loaned $ 0.31 million to Yun-Kuang Kung. The amount is non-interest bearing and is payable on May 31, 2026.
 As collateral security for the amount due, Yun-Kuang Kung has agreed to grant the Company a lien on a yacht with a book value of
 approximately $ 400,000. During the year ended June 30, 2025, Yun-Kuang Kung repaid the amount due to the Company in full.

 d.
Due to related parties

 Due
to related parties consisted of the following:

 SCHEDULE OF DUE TO RELATED PARTIES

 Name

 June

 June

 Kung Hwang Liu Shiang

 $
 54,205

 $
 2,815

 Yun-Kuang Kung

 106,198

 -

 Shang-Chiai Kung

 178,651

 183,816

 Total

 $
 339,054

 $
 186,631

 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
16 – COMMITMENTS AND CONTINGENCIES

 As
of June 30, 2025 and 2024, the Company has no material commitments and contingencies.

 NOTE
17– SUBSEQUENT EVENTS

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

 F- 22