VIVIC CORP.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
VIVCStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010444
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023224
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 59 current paragraphs.
26 unchanged; 24 reworded; 8 added; 38 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
There was no gross profit (loss) for the three months ended September 30, 2025 as we had no sales. Gross loss for the three months ended September 30, 2024 was $84,341 as we had no regular but only sales of yacht models to a director at below cost for promotion and marketing purpose.
Current report
Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $nil and $nil for the three months ended September 30, 2025 and 2024, respectively.
Current report
On August 1, 2025, the Company entered into renewed one-year agreements with Shang-Chiai Kuang and Kung Hwang Liu Shiang to serve as the Company’s independent directors. Under the terms of the agreements, each director is entitled to receive 30,000 shares of the Company’s common stock as compensation. For the three months ended September 30, 2025, the Company recorded $728 in stock-based compensation expense related to these agreements.
Current report
On August 1, 2025, the Company entered into renewed one-year agreements with Chuen-Huei Lee, Hui-Ming Pao, and Yin-Zhen Huang to serve as independent directors. Under the terms of these agreements, each director was to receive 20,000 shares of the Company’s common stock as compensation. On October 17, 2025, all three individuals resigned from their positions as directors of the Company. For the three months ended September 30, 2025, the Company recorded $728 in stock-based compensation expense related to these agreements.
Current report
Net loss
Current report
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 Simplificationthat 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.
Current report
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.
Current report
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.
Removed paragraphs (38)
Previous report
Our unaudited condensed consolidated financial statements contained in this report have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
Previous report
There was no revenue for the three months ended March 31, 2025. Revenue was $1,837,442 for the three months ended March 31, 2024, which was mainly from the sales of yachts at our Taiwan Branch.
Previous report
Gross profit
Previous report
Gross profit for the three months ended March 31, 2025 was $nil as we had no sales. Gross profit was $1,187,951 for the three months ended March 31, 2024, which was all from yachts sales.
Previous report
Net (income) loss
Previous report
Revenue
Previous report
Cost of revenue
Previous report
Gross profit (loss) for the nine months ended March 31, 2025, was a loss of $84,341 as we had no sales other than yacht model sale. Gross profit from continuing operations was $1,400,165 for the nine months ended March 31, 2024. The gross loss in the nine months ended March 31, 2025, was the result of our decision to sell yacht models below cost for marketing purposes, while gross profit in the nine months ended March 31, 2024, was the result of yacht sales.
Previous report
Operating expenses
Previous report
In addition, during the nine months ended March 31, 2025, the Company recorded $1,288,000 stock compensation expense in respect of the 700,000 shares issued to Mr. Shang Chiai Kung and newly appointed directors as described above.
Previous report
During the nine months ended March 31, 2025, the Company recorded $59,792 stock compensation expense for the services of Mr. Hong Hsin Lai’s as described above.
Previous report
During the nine months ended March 31, 2025, the Company recorded $8,200 stock compensation expense in respect of the engagement agreement with an IR firm described above.
Previous report
During the nine months ended March 31, 2025, the Company recorded $90,000 stock compensation expense for the services of Mr. Wong as described above.
Previous report
During the nine months ended March 31, 2025, the Company recorded $225,000 stock compensation expense for the services of Mr. Wang as described above.
Previous report
During the nine months ended March 31, 2025, the Company recorded $5,667 stock compensation expense for the services of Mr. Liao as described above.
Previous report
Other income (expenses), net
Previous report
Net other expenses were $132,312 for the nine months ended March 31, 2025, and $26,880 for the nine months ended March 31, 2024. For the nine months ended March 31, 2025, net other expenses mainly consisted of interest expense of $22,091, and other expenses of $110,221 which mainly consisted of penalty from cancellation of the purchase contract with Weiguan Ship. For the period ended March 31, 2024, net other expenses mainly consisted of interest expense of $17,353 and other expenses of $9,527.
Previous report
Net (income) loss from continuing operations
Previous report
We had a net loss of $2,498,000 for the nine months ended March 31, 2025, compared to a net income of $557,088 for the nine months ended March 31, 2024, a decrease in our income of $3,055,088. The decrease in our net income from continuing operations was mainly due to the decrease in our revenue and increased stock compensation expenses as described above.
Previous report
Net cash provided by (used in) financing activities
Previous report
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Previous report
Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions which affect the reported the amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Accounting policies are critical and necessary to account for the material estimates and assumptions on our unaudited condensed consolidated financial statements. For further information on all of our significant accounting policies, see the “Notes to unaudited condensed Consolidated Financial Statements” of this report.
Previous report
● Revenue recognition
Previous report
In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from the processing, distribution, and sale of its products.
Previous report
● Credit losses
Previous report
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 unaudited condensed consolidated financial statements as of January 1, 2023.
Previous report
The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
Previous report
Expected credit losses are recorded as allowance for credit losses on the unaudited condensed consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.
Previous report
● Accounts receivable
Previous report
Accounts receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of March 31, 2025 and June 30, 2024, the Company had no allowance for doubtful accounts.
Previous report
● Income taxes
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
● Related parties
Previous report
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.
Previous report
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s unaudited condensed consolidated financial statement presentation or disclosures.
Previous report
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.
Reworded paragraphs (24)
Previous wording
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. 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.
Current wording
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.
Previous wording
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 Taiwan 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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 add due to rounding.
Current wording
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.
Previous wording
Revenue was $44,243 for the nine months ended March 31, 2025. Revenue from continuing operations was $3,438,384 for the nine months ended March 31, 2024. The revenue for the nine months ended March 31, 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 nine months ended March 31, 2024 was mainly from the sales of yachts at our Taiwan branch.
Current wording
Revenue was $nil and $44,243 for the three months ended September 30, 2025 and 2024, respectively. The revenue for the three months ended September 30, 2024 was mainly from the sale of yacht models to one of the Company’s directors.
Previous wording
Cost of revenue was $128,584 for the nine months ended March 31, 2025. Cost of revenue from continuing operations was $2,038,219 for the nine months ended March 31, 2024. The cost of revenues in the nine months ended March 31, 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 nine months ended March 31, 2024 was mainly due to the costs of yacht sales at our Taiwan branch.
Current wording
Cost of revenue was $nil for the three months ended September 30, 2025. Cost of revenue was $128,584 for the three months ended September 30, 2024. We did not have cost of revenues for the three months ended September 30, 2025 was mainly due to no sales. The cost of revenues in three months ended September 30, 2024 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.
Previous wording
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 $115,386 for the three months ended March 31, 2025, compared to $404,541 for the three months ended March 31, 2024, a decrease of $289,155 or 71.48%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased commission expense of approximately $318,007, which was partly offset by increased payroll expense by $16,211 and increased professional fee by $13,313.
Current wording
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 $111,017 for the three months ended September 30, 2025, compared to $159,162 for the three months ended September 30, 2024, a decrease of $48,145 or 30.25%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fee by $17,251, decreased subcontract labor expenses by $29,860, and decreased payroll expense by $3,873, which was partly offset by increased bank service fee by $1,205 and increased insurance expense by $1,172.
Previous wording
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 three months ended March 31, 2025, the Company recorded $483,000 of stock compensation expense.
Current wording
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 three months ended September 30, 2024 and 2025, the Company expensed $161,000 and $322,000 from the prepayment as stock compensation expense.
Previous wording
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 three months ended March 31, 2025, the Company recorded $25,625 stock compensation expense for Mr. Lai’s services.
Current wording
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. On September 1, 2025, the Company entered a one-year renewed agreement with Mr. Hong Hsin Lai. During the three months ended September 30, 2025 and 2024, the Company recorded $17,083 and $8,542 stock compensation expense for shares issued to Mr. Lai. On October 17, 2025, Mr. Hong Hsin Lai resigned from his position as Chief Technology Officer of the Company and agreed to forgo the issuance of any stock for the period from September 1, 2025 to October 17, 2025.
Previous wording
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 three months ended March 31, 2025, the Company recorded $nil stock compensation expense in respect of this arrangement.
Current wording
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 three months ended September 30, 2024, the Company recorded $2,050 stock compensation expense in respect of this agreement.
Previous wording
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 three months ended March 31, 2025, the Company recorded $90,000 stock compensation expense for shares to be issued to Mr. Wong.
Current wording
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 three months ended September 30, 2025 and 2024, the Company recorded $90,000 and $nil stock compensation expense for shares to be issued to Mr. Wong. On October 17, 2025, Andy F Wong resigned his position as Chief Financial Officer of the Company.
Previous wording
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 three ended March 31, 2025, the Company recorded $225,000 stock compensation expense for shares to be issued to Mr. Wang.
Current wording
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 three months ended September 30, 2025 and 2024, the Company recorded $190,500 and $ nil stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned his positions as President, Chief Executive Officer, and Secretary of the Company. At the same time, Mr. Tse-Ling Wang agreed to forgo the 87,500 shares that were to be granted for the service period from January 1, 2025, to July 31, 2025. During the period from January 7, 2025, to October 17, 2025, Mr. Tse-Ling Wang was entitled to 208,333 restricted stock units under the agreement. After deducting the 87,500 shares forgone as mentioned above, the remaining number of shares to be issued is 120,833 shares.
Previous wording
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. The shares are to be paid in full within four months from January 25, 2025. 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 three months ended March 31, 2025, the Company recorded $5,667 stock compensation expense for shares to be issued to Mr. Liao.
Current wording
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 three months ended September 30, 2025 and 2024, the Company recorded $8,500 and $nil stock compensation expense for shares to be issued to Mr. Liao.
Previous wording
Net other expenses were $6,129 for the three months ended March 31, 2025, and $6,008 for the three months ended March 31, 2024. For the three months ended March 31, 2025, net other expenses mainly consisted of interest expense of $6,817, and other income of $688. For the three months ended March 31, 2024, net other expenses mainly consisted of interest expense of $6,008.
Current wording
Net other expenses were $2,247 for the three months ended September 30, 2025, and $8,413 for the three months ended September 30, 2024. For the three months ended September 30, 2025, net other expenses mainly consisted of interest expense of $3,288, which was partly offset by other income of $1,041. For the three months ended September 30, 2024, net other expenses mainly consisted of interest expense of $7,958, and other expenses of $455.
Previous wording
We had a net loss of $950,807 for the three months ended March 31, 2025, compared to a net income of $610,165 for the three months ended March 31, 2024, an increase in our net loss of $1,560,972 or 255.83%. The increase in our net loss from was mainly due to the decrease in our revenue and increased share-based compensation as described above.
Current wording
We had a net loss of $374,803 for the three months ended September 30, 2025, compared to a net loss of $584,508 for the three months ended September 30, 2024, a decrease in our net loss of $209,705 or 35.88%. The decrease in our net loss from continuing operations was mainly due to the decrease in gross loss, decreased general and administrative expense and decreased share-based compensation as described above.
Previous wording
We had $61,623 cash and cash equivalents, and working capital of $2.55 million as of March 31, 2025, and generated a net loss of $2.5 million during the nine months ended March 31, 2025. Of the assets included in working capital, approximately $2.5 million was amounts due from related parties, and prepayment to related parties of $1.5 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended March 31, 2025 and 2024.
Current wording
We had $8,756 cash and cash equivalents, and working capital deficit of $0.15 million as of September 30, 2025, and generated a net loss of $0.37 million during the three months ended September 30, 2025. Of the assets included in working capital, approximately prepayment to related parties of $0.77 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended September 30, 2025 and 2024.
Previous wording
Net cash used in operating activities was $511,134 for the nine months ended March 31, 2025, compared to net cash used in operating activities of $307,795 for the nine months ended March 31, 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 $1,378,486, 2) decreased cash inflow from inventory of $810,288, 3) decreased cash inflow from tax payables by $161,764, 4) increased cash outflow from accounts payable and accounts payable to related party by $1,320,793, 5) increased cash outflow from deposit and prepayments and deposit and prepayments to related party by $552,792, which was partly offset by 1) increased cash inflow from accounts receivable and accounts receivable from related party by $1,716,261, 2) increased cash inflow from note receivable by $48,692, 3) increased cash inflow from accrued liabilities and other payables by $41,514, 4) increased cash inflow from deferred revenue by $2,209,138, and 5) decreased cash outflow on other receivables by $5,179.
Current wording
Net cash used in operating activities was $235,051 for the three months ended September 30, 2025, compared to net cash used in operating activities of $129,776 for the three months ended September 30, 2024. The increase in cash used in operating activities was principally attributable to 1) decreased cash inflow from accounts receivable and accounts receivable from related party by $1,242,465, 2) decreased cash inflow from note receivable of $160,504, 3) increased cash outflow on tax payables by $81,953, and 4) increased cash outflow on deferred revenue by $94,685, which was partly offset by 1) the decrease in our loss after adjustments to reconcile net loss to net cash used in operating activities by $138,249, 2) decreased cash outflow on accounts payable and accounts payable to related party by $1,046,709, 3) increased cash inflow from accrued liabilities and other payables by $16,697, 4) decreased cash outflow on deposit and prepayments and deposit and prepayments to related party by $258,241, and 5) decreased cash outflow on other receivables by $10,303.
Previous wording
There was no cash provided by or used in investing activities for the nine months ended March 31, 2025 and 2024.
Current wording
Net cash used in investing activities was nil and nil for the three months ended September 30, 2025 and 2024.
Previous wording
Net cash provided by financing activities was $262,129 for the nine months ended March 31, 2025, compared to net cash used in financing activities of $525,993 for the nine months ended March 31, 2024. Net cash provided by financing activities for the nine months ended March 31, 2025, consisted of proceeds from related party advances of $556,048 and loan proceeds from a third party of $123,073, which was partly offset by repayments to related parties of $278,535 and repayment of loans of $138,457. Net cash used in financing activities for the nine months ended March 31, 2024, consisted of repayments to related parties of $734,075, which was partly offset by receipts from related parties of $208,082.
Current wording
Net cash provided by financing activities was $201,143 for the three months ended September 30, 2025, compared to net cash provided by financing activities of $31,395 for the three months ended September 30, 2024. Net cash provided by financing activities for the three months ended September 30, 2025, consisted of proceeds from related party of $1,450,055, which was partly offset by repayments to related parties of $697,896 and repayment of third party loans of $551,016. Net cash provided by financing activities for the three months ended September 30, 2024, consisted of proceeds from related party advances of $77,426, which was partly offset by payments to related parties of $46,031.
Previous wording
The accompanying unaudited condensed 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.
Current wording
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.
Previous wording
We had $61,623 of cash and cash equivalents and working capital of approximately $2.55 million as of March 31, 2025, which included amounts due from related parties of $2.5 million, deposit and prepayments to related parties of $1.48 million and due to related parties of $0.41 million. We generated a net loss of $2.50 million during the nine months ended March 31, 2025, and we had an accumulated deficit of approximately $4.8 million as of March 31, 2025, and generated negative cash flow from operating activities during the period of $0.51 million. We do not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.
Current wording
We had $8,756 cash and cash equivalents and working capital deficit of approximately $146,193 as of September 30, 2025, which included prepayments to related parties of $0.76 million and due to related parties of $0.34 million. We generated a net loss of $0.37 million during the three months ended September 30, 2025, and we had an accumulated deficit of approximately $6.12 million as of September 30, 2025, and generated negative cash flow from operating activities during the period of $0.24 million. We do not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.
Previous wording
Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date of issuance of this report. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed 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.
Current wording
Management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date of issuance of this report. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
Previous wording
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.
Current wording
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 EIDL 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.
Previous wording
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s financial statement presentation or disclosures.
Current wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash provided by financing activities
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Cost of revenue was $nil for the three months ended March 31, 2025. Cost of revenue was $649,491 for the three months ended March 31, 2024. The cost of revenues for the three months ended March 31, 2024 was mainly due to the costs of yacht sales at our Taiwan branch.
Previous report — wording carried elsewhere
Comparison of results of operations for the nine months ended March 31, 2025, and 2024
Previous report — wording carried elsewhere
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 $603,950 for the nine months ended March 31, 2025, compared to $647,429 for the nine months ended March 31, 2024, a decrease of $43,479 or 6.72%. The decrease of G&A expenses mainly reflected decreased commission expense of approximately $318,007, which was partly offset by increased professional fee by $210,968, increased payroll expense by $47,358, increased OTC Listing fee by $5,450, and increased subcontract labor expense by $4,076.