VIVIC CORP.

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. 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 June 30, 2026. 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.

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 located. We commenced the wind-down and deregistration of Vivic Taiwan which, subject to customary procedures and approvals, is expected to be completed by June 30, 2026. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. Accordingly, we initiated the wind-down and deregistration of Vivic Taiwan, which was completed in April 2026. In connection with this decision, we expect to focus on promoting the sales in Vivic, our U.S. entity, on a going forward basis.

Previous wording

General and administrative expenses consisted mainly of employee salaries and welfare, expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $52,930 for the three months ended December 31, 2025, compared to $329,402 for the three months ended December 31, 2024, a decrease of $276,472 or 83.93%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fees by $163,064, decreased travel expenses by $6,062, decreased meal and entertainment expense by $3,454, decreased insurance expense by $3,333, and decreased payroll expense by $92,332.

Current wording

General and administrative expenses consisted mainly of employee salaries and welfare, expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $42,459 for the three months ended March 31, 2026, compared to $115,386 for the three months ended March 31, 2025, a decrease of $72,927 or 63.20%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fees by $42,760, decreased payroll expenses by $24,606, and decreased OTC listing fee by $4,895.

Previous wording

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 December 31, 2025, the Company recorded $243 in stock-based compensation expense related to these agreements.

Current wording

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 March 31, 2026, the Company recorded nil stock-based compensation expense related to these agreements.

Previous 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 paid 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 December 31, 2024, the Company recorded $6,150 stock compensation expense in respect of this agreement.

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 paid 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 March 31, 2025, the Company recorded nil 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 December 31, 2025, the Company recorded $30,000 stock compensation expense for shares to be issued to Mr. Wong. On October 17, 2025, Andy F. Wong resigned from his position as Chief Financial Officer of the Company.

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 March 31, 2026 and 2025, the Company recorded nil and $90,000 stock compensation expense for shares to be issued to Mr. Wong. On October 17, 2025, Andy F. Wong resigned from 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 would issue 250,000 restricted stock units which shall be deemed earned in equal monthly instalments of 20,833 shares. During the three months ended December 31, 2025, the Company recorded $30,000 stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned from 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.

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 would issue 250,000 restricted stock units which shall be deemed earned in equal monthly instalments of 20,833 shares. During the three months ended March 31, 2026 and 2025, the Company recorded nil and $225,000 stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned from 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 paid 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 December 31, 2025 and 2024, the Company recorded $8,500 and nil stock compensation expense, respectively, 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 paid Mr. Liao 50,000 shares of the Company’s common stock in the first year of employment. Effective January 25, 2026, Liao Kunteng agreed to transition his position as Director of Marketing and Sales. The Company will pay Mr. Liao a commission equal to one percent (1%) of the vessel’s listed sale price. During the three months ended March 31, 2026 and 2025, the Company recorded $2,833 and $5,667 stock compensation expense, respectively, for shares to be issued to Mr. Liao.

Previous wording

Net other income was $405 for the three months ended December 31, 2025. Net other expenses was $117,770 for the three months ended December 31, 2024. For the three months ended December 31, 2025, net other income mainly consisted of other income of $1,686, which was partly offset by interest expense of $1,281. For the three months ended December 31, 2024, net other expenses mainly consisted of interest expense of $7,316 and other expenses of $110,454.

Current wording

Net other expense was $856 for the three months ended March 31, 2026. Net other expenses was $6,129 for the three months ended March 31, 2025. For the three months ended March 31, 2026, net other expense mainly consisted of interest expense of $856. For the three months ended March 31, 2025, net other expenses mainly consisted of interest expense of $6,817 which was partly offset by other income of $688.

Previous wording

We had a net loss of $126,147 for the three months ended December 31, 2025, compared to a net loss of $962,685 for the three months ended December 31, 2024, a decrease in our net loss of $836,538 or 86.90%. The decrease in our net loss from continuing operations was mainly due to decreased general and administrative expense and decreased share-based compensation as described above.

Current wording

We had a net loss of $51,815 for the three months ended March 31, 2026, compared to a net loss of $950,807 for the three months ended March 31, 2025, a decrease in our net loss of $898,992 or 94.55%. The decrease in our net loss was mainly due to decreased general and administrative expense and decreased share-based compensation as described above.

Previous wording

Comparison of results of operations for the six months ended December 31, 2025 and 2024

Current wording

Comparison of results of operations for the nine months ended March 31, 2026 and 2025

Previous wording

There was no revenue for the six months ended December 31, 2025. Revenue was $44,243 for the six months ended December 31, 2024. The revenue for the six months ended December 31, 2024 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.

Current wording

There was no revenue for the nine months ended March 31, 2026. Revenue was $44,243 for the nine months ended March 31, 2025. 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.

Previous wording

Cost of revenue was nil and $128,584 for the six months ended December 31, 2025 and 2024, respectively. The cost of revenues in the six months ended December 31, 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.

Current wording

Cost of revenue was nil and $128,584 for the nine months ended March 31, 2026 and 2025, respectively. 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.

Previous wording

There was no gross profit (loss) for the six months ended December 31, 2025 as we had no sales. Gross loss for the six months ended December 31, 2024 was $84,341 as we had no sales other than yacht model sales. The gross loss in the six months ended December 31, 2024 was the result of our decision to sell yacht models below cost for marketing.

Current wording

There was no gross profit (loss) for the nine months ended March 31, 2026 as we had no sales. Gross loss for the nine months ended March 31, 2025 was $84,341 as we had no sales other than yacht model sales. 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.

Previous wording

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were nil for the six months ended December 31, 2025 and 2024.

Current wording

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were nil for the nine months ended March 31, 2026, and 2025.

Previous wording

General and administrative expenses consisted mainly of employee salaries and welfare, expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $163,947 for the six months ended December 31, 2025, compared to $488,564 for the six months ended December 31, 2024, a decrease of $324,617 or 66.44%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fees by $215,815, decreased subcontract labor expenses by $71,344, decreased payroll expense by $24,861, and decreased other G&A expenses by $11,000.

Current wording

General and administrative expenses consisted mainly of employee salaries and welfare, expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $206,406 for the nine months ended March 31, 2026, compared to $603,950 for the nine months ended March 31, 2025, a decrease of $397,544 or 65.82%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fees by $214,122, decreased subcontract labor expenses by $75,134, decreased payroll expense by $49,467, decreased insurance expense by $2,807, decrease labor pension expense by $1,232, decreased meals and entertainment expense by $8,734, decreased office expense by $4,462, decreased OTC listing fee by $4,685, decreased travel expense by $4,708 and decreased other G&A expenses by $32,193.

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 six months ended December 31, 2025 and 2024, the Company recorded $161,000 and $805,000, respectively, from the prepayment as 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 nine months ended March 31, 2026 and 2025, the Company recorded $161,000 and $1,288,000, respectively, from the prepayment as stock compensation expense.

Previous wording

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 six months ended December 31, 2025, the Company recorded $1,820 in stock-based compensation expense related to these agreements.

Current wording

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 nine months ended March 31, 2026, the Company recorded $2,912 in stock-based compensation expense related to these agreements.

Previous wording

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 six months ended December 31, 2025, the Company recorded $971 in stock-based compensation expense related to these agreements.

Current wording

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 nine months ended March 31, 2026, the Company recorded $nil in stock-based compensation expense related to these agreements.

Previous 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 paid 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 six months ended December 31, 2025 and 2024, the Company recorded $17,083 and $34,167 stock compensation expense, respectively, 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.

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 paid 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 nine months ended March 31, 2026 and 2025, the Company recorded $17,083 and $59,792 stock compensation expense, respectively, 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, approved by the Board on October 8, 2024. The Company paid 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 six months ended December 31, 2024, the Company issued 3,000 shares of the Company’s common stock and recorded $8,200 stock compensation expense in respect of this agreement.

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 paid 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 nine months ended March 31, 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.

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 issued 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. During the six months ended December 31, 2025, the Company recorded $120,000 stock compensation expense for shares to Mr. Wong. On October 17, 2025, Andy F. Wong resigned from his position as Chief Financial Officer of the Company.

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 issued 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. During the nine months ended March 31, 2026, the Company recorded $120,000 stock compensation expense for shares to Mr. Wong. On October 17, 2025, Andy F. Wong resigned from 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 six months ended December 31, 2025, the Company recorded $220,500 stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned from 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.

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 nine months ended March 31, 2026, the Company recorded $220,500 stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned from 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 paid 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 six months ended December 31, 2025 and 2024, the Company recorded $17,000 and nil 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 paid Mr. Liao 50,000 shares of the Company’s common stock in the first year of employment. Effective January 25, 2026, Liao Kunteng agreed to transition his position as Director of Marketing and Sales. The Company will pay Mr. Liao a commission equal to one percent (1%) of the vessel’s listed sale price. During the nine months ended March 31, 2026 and 2025, the Company recorded $19,833 and nil stock compensation expense for shares to be issued to Mr. Liao.

Previous wording

Net other loss was $1,842 and $126,183 for the six months ended December 31, 2025 and 2024, respectively. For the six months ended December 31, 2025, net other income mainly consisted of other income of $2,727, which was partly offset by interest expense of $4,569. For the six months ended December 31, 2024, net other expenses mainly consisted of interest expense of $15,274, and other expenses of $110,909.

Current wording

Net other expense was $2,698 and $132,312 for the nine months ended March 31, 2026 and 2025, respectively. For the nine months ended March 31, 2026, net other expense mainly consisted of other income of $2,727, which was partly offset by interest expense of $5,425. 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.

Previous wording

We had a net loss of $500,950 for the six months ended December 31, 2025, compared to a net loss of $1,547,193 for the six months ended December 31, 2024, a decrease in our net loss of $1,046,243 or 67.62%. The decrease in our net loss from continuing operations was mainly due to decreased general and administrative expense and decreased share-based compensation as described above.

Current wording

We had a net loss of $552,765 for the nine months ended March 31, 2026, compared to a net loss of $2,498,000 for the nine months ended March 31, 2025, a decrease in our net loss of $1,945,235 or 77.87%. The decrease in our net loss was mainly due to decreased general and administrative expense and decreased share-based compensation as described above.

Previous wording

We had $17,906 cash and cash equivalents and working capital deficit of $0.15 million as of December 31, 2025 and generated a net loss of $0.50 million during the six months ended December 31, 2025. Of the assets included in working capital, prepayment to related parties amounted to $0.76 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended December 31, 2025 and 2024.

Current wording

We had $13,985 cash and cash equivalents and working capital deficit of $0.19 million as of March 31, 2026 and generated a net loss of $0.55 million during the nine months ended March 31, 2026. Of the assets included in working capital, prepayment to related parties amounted to $0.74 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, 2026 and 2025.

Previous wording

Net cash used in operating activities was $302,787 for the six months ended December 31, 2025, compared to net cash used in operating activities of $443,287 for the six months ended December 31, 2024. The decrease in cash used in operating activities was principally attributable to 1) the decrease in our loss after adjustments to reconcile net loss to net cash used in operating activities by $532,922, 2) decreased cash outflow from accounts payable and accounts payable to related party by $1,357,048, 3) decreased cash outflow on other receivables of $9,566, and 4) increased cash inflow on inventory by $4,150, which was partly offset by 1) decreased cash inflow from accounts receivable and accounts receivable from related party by $1,242,454, 2) decreased cash inflow from note receivable by $160,391, 3) decreased cash inflow from deposit and prepayment by $108,471, 3) decreased cash inflow from accrued liabilities and other payables by $47,316, 4) increased cash outflow from deferred revenue by $125,250, and 5) increased cash outflow from tax payables by $82,137.

Current wording

Net cash used in operating activities was $304,578 for the nine months ended March 31, 2026, compared to net cash used in operating activities of $511,134 for the nine months ended March 31, 2025. The decrease in cash used in operating activities was principally attributable to 1) the decrease in our loss after adjustments to reconcile net loss to net cash used in operating activities by $610,430, 2) decreased cash outflow from accounts payable and accounts payable to related party by $1,355,245, 3) decreased cash outflow on other receivables by $9,823, 4) increase cash inflow on deposit and prepayments from related party by $503,421 and 4) increased cash inflow on inventory by $4,150, which was partly offset by 1) decreased cash inflow from accounts receivable and accounts receivable from related party by $1,242,364, 2) decreased cash inflow from note receivable by $48,692, 3) decreased cash inflow from deposit and prepayment by $114,674, 4) decreased cash inflow from accrued liabilities and other payables by $11,625, 5) increased cash outflow from deferred revenue by $776,932, and 6) increased cash outflow from tax payables by $82,226.

Previous wording

Net cash used in investing activities was nil for the six months ended December 31, 2025 and 2024.

Current wording

Net cash used in investing activities was nil for the nine months ended March 31, 2026 and 2025.

Previous wording

Net cash provided by financing activities was $279,580 for the six months ended December 31, 2025, compared to net cash provided by financing activities of $186,263 for the six months ended December 31, 2024. Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds from related party of $1,531,210, which was partly offset by repayments to related parties of $699,373 and repayment to third party loans of $552,257. Net cash provided by financing activities for the six months ended December 31, 2024 consisted of proceeds from related party advances of $512,630 and proceeds from a loan from a third party of $92,845, which was partly offset by repayments to related parties of $279,944 and repayment of loans of $139,268.

Current wording

Net cash provided by financing activities was $275,954 for the nine months ended March 31, 2026, compared to net cash provided by financing activities of $262,129 for the nine months ended March 31, 2025. Net cash provided by financing activities for the nine months ended March 31, 2026 consisted of proceeds from related party of $1,539,785, which was partly offset by repayments to related parties of $711,574 and repayment to third party loans of $552,257. 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.

Previous wording

We had $17,906 cash and cash equivalents and working capital deficit of approximately $146,879 as of December 31, 2025, which included prepayments to related parties of $0.76 million and due to related parties of $0.37 million. We generated a net loss of $0.50 million during the six months ended December 31, 2025, and we had an accumulated deficit of approximately $6.25 million as of December 31, 2025 and generated negative cash flow from operating activities during the period of $0.30 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 $13,985 cash and cash equivalents and working capital deficit of approximately $192,907 as of March 31, 2026, which included prepayments to related parties of $0.74 million and due to related parties of $0.36 million. We generated a net loss of $0.55 million during the nine months ended March 31, 2026, and we had an accumulated deficit of approximately $6.30 million as of March 31, 2026 and generated negative cash flow from operating activities during the period of $0.30 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

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.

Current wording

Based on current cash resources and anticipated support from related parties, management believes the Company may be able to fund limited operations in the near term. However, there can be no assurance that such support or additional financing will be available when needed or on acceptable terms. We have no lines of credit or other bank financing arrangements apart from amounts outstanding under our EIDL loan. 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.