UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm S-1

Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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COMMISSION FILE NO. 

VIVIC CORP.

 (Exact name of registrant as specified in its charter)

Vivic Corp. 

800 N Rainbow Blvd, Suite 208-29187 E. Warm Springs Rd., PMB#B450

Las Vegas, NV 8910789119

(702) 984-3984Tel: 702-899-0818

(Address including zip code, and telephone number including area code, of registrant’s principal executive offices)registrant's United States corporate virtual office) 

EASTBIZ.COM, INC.

 5348 Vegas Dr. 
Las Vegas, NV 89108
Phone: (702) 871-8678

(Address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:

[x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:o

[x]

If this Form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

o[x]

If this Form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitionsdefinition of“ large “large accelerated filer,”“ accelerated filer” “accelerated filer” and“ smaller “smaller reporting company”company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer [ ]                     Accelerated filer [ ]

Non-accelerated filer [x]                       Smaller reporting company [x]

Emerging growth company [x]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

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EMERGING GROWTH COMPANY STATUS

We may qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or “JOBS Act.” For as long as we are an emerging growth company, unlike other public companies, we will not be required to:

We will cease to be an “emerging growth company” upon the earliest of:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

CALCULATION OF REGISTRATION FEE

	Amount to be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount Registration Fee
Common stock, par value $0.001 per share	25,300,000	$1.00	$25,300,000.00	$2,760.23

(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) The registrationRegistration fee for securities to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities, and such estimate is solely for the purpose of calculating the registration feecalculated pursuant to Rule 457(a). based on the estimated Amount of Securities to be Registered multiplied by the Proposed Maximum Offering Price Per Share.   

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

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The information in this prospectus is not complete and may be amended. The Registrantchanged. We may not sell these securities until the Registration Statementregistration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

VIVIC CORP.

5,000,000 SHARES OF COMMON STOCK

This prospectus relates to the offer and sale of a maximum of 5,000,000 shares (the “Maximum Offering”) of common stock, $0.001 par value (“Common Shares”) by Vivic Corp., a Nevada corporation (“we”, “us”, “our”, “Vivic”, “Company” or similar terms). There is no minimum for this offering. The offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 9 months. We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

The offering of the 5,000,000 shares is a “best efforts” offering, which means that our officers and sole director will use their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.03 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our offices and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.03 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board and/or OTC Link. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

Vivic Corp. is not a Blank Check company. We have no any plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “risk factors” beginning on page 7 before investing in our shares of common stock.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is _______________, 2017.

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The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

                                                                                         TABLE OF CONTENTS

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Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the Commission. Under this registration statement, the selling stockholders named in this prospectus or any supplement to this prospectus may sell from time to time the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities the selling stockholders may offer. To the extent appropriate, we may provide a prospectus supplement that contains specific information about the terms of the offering. A prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. You should read both this prospectus and any prospectus supplement together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Documents by Reference” and the additional information described under the heading “Where You Can Find Additional Information,” before buying any of the securities being offered.

You should rely only on the information contained in or incorporated by reference into this prospectus or any prospectus supplement. We have not authorized anyone to provide you with additional or different information. The selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” on page 9 to 13and “Forward-Looking Statements” right below.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In addition, the management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus and in the documents incorporated by reference into this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Risk Factors” included elsewhere in this prospectus and in the documents that we include in or incorporate by reference into this prospectus, including our Form 10-K/T forthe transition periodfrom May 1, 2019 to December 31, 2019, and our subsequent Commission filings. All forward-looking statements speak only as of the date they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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PROSPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Vivic” refer to Vivic Corp. unless the context otherwise indicates.

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements,on page 9 to 13 and the notes“Financial Statements” on page 23 to the financial statements.57.

Our CompanyAll dollar amounts refer to US dollars unless otherwise indicated.

Vivic Corp. wasCompany Overview

We were incorporated on February 16, 2017 under the laws ofin the State of Nevada,Nevada.  In addition to the US administrative office, the company has several offices with employees located in Taiwan, China, and Hong Kong.

We were initially a travel agency that organized individual and group tours in the Dominican Republic, such as cultural, recreational, sport, business, ecotours and other travel tours. Yoel Rosario Duran was the initial Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Board Director. Dmitriy Perfilyev was the initial the Secretary of the Company

On December 27, 2018, Honetech Inc., a Samoa company, purchased 2,499,800 shares of common stock of VIVIC Corp. from Yoel Rosario Duran for the price of $189,984.80, and1,999,800 shares of common stock of VIVIC Corp. from Dmitriy Perfilyev for the price of $151,984.80pursuant to the share purchase agreements entered on December 21, 2018.  Upon the consummation of those transactions, Honetech Inc. became the controlling shareholder of VIVIC Corp.  Yoel Rosario Duran resigned from all positions he held in the Company, including Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Board Director. Dmitriy Perfilyev resigned as the Secretary of the Company。At the same time, we appointed Wen-Chi Huang, Kuen-Horng Tsai, Cheng-HsingHsu and Huilan Chen as directors, and also appointed Yun-Kuang Kung as CEO.

On November 1, 2019, Liu-Shiang KungHwang was appointed as a Board Director.  

On July 9, 2020, Wen-Chi Huang, Kuen-Horng Tsai, Yun-Kuang Kung, Hwang Liu-Shiang Kung and Huilan Chen no longer served as the board directors and officers of the Company.  Shang-Chiai Kung was appointed as the Chairman of the Board, Board Director, President and Chief Executive Officer.

Starting December 27, 2018, associated with the change of management, we expanded our business operations to include o the operation of marine tourism in China, Taiwan and South East Asia. We also started to engage in the tourism business.construction of marina and yachts in China under the brand name Monte Fino after  we have acquired Guangzhou Monte Fino Yacht Co., Ltd., a Chinese limited liability company (“Guangzhou Monte Fino”) in October 2019.  Guangzhou Monte Fino has conducted business in several Chinese provinces, including Guangdong, Fujian and Hainan.  It has received a few awards at the famous China Boat Show. Guangzhou Monte Fino holds the exclusive license to use the Kha Shing’s brand “Monte Fino” in the mainland China.

It is in the process of applying for licenses to develop a yacht marina in Shanwei City, Guangdong Province, China, as well as in Fujian Province, China.  

In association with our marine tourism business, we developed and operated an online platform named “Joy Wave”(享浪) to provide yacht time-share, rental and charter services to the customers in many famous coastal tourism attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou.

In addition to the yacht and marina business operations, in August 2020, we officially rolled out the all-electric boat and yacht products after years of research and development in partnership with Kha Shing Enterprise Co., the largest and most advanced yacht and boat building company in Taiwan.  

Our Marina Projects:

Houzhu Yacht Marina

Houzhu Yacht Marina is located in the urban area of Quanzhou City Providence in Fujian, China. This yacht marina, created by a French designer, is the core construction project of Quanzhou City. The project includes a complete yacht industrial park, yacht maintenance workshop, commercial area as well as a large high-end yacht club. The surrounding commercial shops have a land area of about 74 acres, a water area of about 32 acres, and 238 berths. After completing the application procedures and overall design, Houzhu Yacht Marina is currently in the stage of completing the land transfer and officially starting the construction.

Our Guangzhou Monte Fino willlead the project of Quanzhou HouzhuMarina. We are a start-up companywill carry out the business in the management and operation of marinas.  Further, Guangzhou Monte Fino has signed the Quanzhou Yacht Industrial Park Framework Agreement on April 20, 2018 with the developer for authorizing us to carry out the yacht-related business after the project is done.  The land

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auction of the project should be held in 2020.  It is planned that the first stage of establishment will be completed in 2021 and the entire one will be finished in 2022.

Chongwu Yacht Marina

Chongwu Yacht Marina is located in Chongwu Town in Quanzhou City. After the project is completed, the land and water areas will be about 37 acres with 127 berths. The project has not realized any revenues to date, and our accumulated deficit as of April 30, 2017 is $1,958. To date we have raised an aggregate of $4,500 through a private placement of our common stock to our officers and sole director. Proceeds from the private placement were used for working capital. Our independent auditor has issued an audit opinion for our Companyfinished its overall design, which includes a statement expressing substantial doubt asresort hotel, a yacht club, water entertainment facilities, and a street filled with commercial stores along the seashore. Currently, the Chongwu Yacht Marina has completed the cooperation contract with the land holder while still applying to our ability to continue as a going concern.  The Company’s principal offices are located at 800 N Rainbow Blvd, Suite 208-29, Las Vegas, NV 89107. Our telephone number is (702) 984-3984.the local government for the development of the marina.

We planGuangzhou Monte Fino has signed the Quanzhou ChongwuMarina Project Investment Memorandum with the land owner, Quanzhou Gang Wu Group, on November 22, 2019.  The local bureau fully supports the project under its Supervision Notice issued on May 25, 2020. It is expected to raisecomplete the additional fundingearly stage of approval work of this project in 2020 and put it on the track in 2021.

Conditions for our twelve-month business plan by selling the 5,000,000 sharesdevelopment of Quanzhou Yacht Marina

At present, the company’s focus is on the two yacht marinas located in Quanzhou City, which has a coastline of 336 miles and an island coastline of 72.7 miles. The two yacht marina construction projects have reached its developmental process and signed MOU agreements with local governments, totaling more than 600 berths. With Quanzhou City’s deep economic ties with Taiwan, which is just east of the city, Quanzhou’s yacht marine industry can flourish with the help of Taiwan’s superior yacht industry.

Fujian Province, where Quanzhou City is located, already has a preliminary yacht industry chain. The chain comprises of a number of yacht manufacturing enterprises. Furthermore, there are large yacht marinas, coastal tourism services, and molds for the manufacturing of the yachts in this offering.industrial chain. Overall, these yacht marinas that were built locally can provide customers with a full range of yacht services.

In addition, the local labor cost is lower than popular cities, such as Shanghai, Guangzhou, and Sanya, which should provide a labor advantage in the long-run.

The problems that will impact our future operations are the sparse industrial locations across the area, the relatively small-scale manufacturing of yachts, and the lack of high-quality service personnel, which requires a period of market cultivation。

“Joy Wave” Online Platform

“Joy Wave” Online Platform is a shared yacht online platform independently developed by us that can be used through social media apps. It can be used for chartering, yacht tourism booking, yacht purchasing, franchising, etc. Yacht owners can add their yachts onto Joy Wave for rental while customers can use the platform to book yachts. Because the program is only available through WeChat, Web pages and independent APP versions are currently being developed. Joy Wave is an important core product for the company to develop agents and manage yachts and marinas. After a marina is built, customers will pay the charter and parking fees through the platform and book marine tourism products. Moreover, features on the program allow for multiple users to crowdfund a yacht and register online as sales representatives of Vivic. Customers can also refer their friends if they have enjoyed their yacht rental experience with us. If the referred user then pays for the rental on the platform through the referral link, the referrer will receive a revenue share. This will accelerate the stream of new customers.  At the same time, the owner can make profits by sharing his yacht whenever the owner desires.

Because "Joy Wave" uses the Internet to carry out business, the products can avoid the geographical limitations of past yacht marinas. People residing inland of China can learn about the joys of marine tourism and book yacht tours, which greatly benefits marine tourism and the market demographic.

The platform has been tested in mainland China with the main areas in Guangzhou and Fujian.

Due to the travel restrictions caused by COVID-19 pandemic since January 2020, Chinese residents have turned to domestic yacht service providers for water recreational leisure. As the pandemic situation in China eases, the demands for yacht services have risen to the new height and it has become more difficult to make reservations for yacht charter services. To facilitate such demands, Our Taiwan R&D team has been actively improving the “Joy Wave” online platform to allow Chinese customers to charter yachts online. The improved platform carries both B2C and B2B functions and allows individual and corporate customers to conveniently book yacht services at lower costs.  

All-Electric Boat and Yacht Products

In addition to the yacht and marina business operations, we officially rolled outour all-electric boat and yacht products in August 2020 after years of research and development in partnership with Kha Shing.

Our R&D team has been developing all-electric ship technologies for several years and has finally reached the stage where our technologies are ready for the commercial production of all-electric boats and yachts. Although the COVID-19 pandemic is still ongoing, our crew and staff have been working around the clock to ensure the production line is ready for the manufacturing process. We cannot provide any assurancepartner with Kha Shing for the manufacturing of our all-electric boats and yachts as Kha Shing is a highly reputable and experienced yacht builder.

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As the governments around the world are adopting stricter standards for boat and ship emissions, such as the 2008 implementation of boat emission regulations by the European Union and the International Maritime Organization (IMO), all-electric boats and yachts are the answers to solve these problems. We believe that weeventually all-electric boats and yachts will completely replace their gasoline or diesel-powered counterparts, especially in the rivers, lakes, and coastal waters. The demand for the less polluting ships in Taiwan, China, South East Asia, and Europe are particularly high as there are millions of gasoline or diesel-powered ships in use in these regions and have caused severe pollution to their waters.

The features of our electric yachts are:

•Reduces the emission and meets the environmental protection requirement for operation in rivers and lakes 

•Reduces operating and maintenance costs 

•The use of electric transmission instead of mechanical transmission reduces or even eliminates the need for gearboxes and drive shafts and saves a lot of space. 

•Provides for a more flexible engine placement, improved engine room layout, and a convenient installation and maintenance of the engine 

•The acoustic decoupling between the engine and the hull reduces noise, weight, and volume 

•Offers a wide range of speeds, a more powerful driving force, and an easy handling 

•Provides a tidy working area and significantly improved operating comfort 

The electric yachts are eco-friendly while cutting the costs down significantly. The noise and vibration level of the electric engine is also improved from the traditional yacht. Electric yachts are well equipped with smart navigation system and high-end automation system “BMS” (battery management system). The yacht owners will be able to sell anysurrounded by comfort, luxury, and advanced technology.

The research and development team meets the safety requirement of the shares being offeredAssociation of Classification Society. The IP65 lithium battery module is adopted and made with waterproofing protection. BMS is equipped with insulation detection function while the electricity control system is equipped with water ingress detection, automatic drainage, thermo regulator, and an automatic fire alarm system in order to raise sufficient funds to proceed with our twelve-month business plan.keep the battery compartment functioning more reliably. The lithium battery module can be easily replaced through the matrix module. Further, if one or more modules malfunction, the entire system will still operate safely. The system embraces redundancy design that makes the protection system fundamentally safe.

From inception untilThe research work was completed for the datedevelopment of this filing we have had limited operating activities, primarily consistingelectric yachts in August 2020. The plan of building these manufacturing plants should be completed in the first half of 2021, and the production line should be starting in the second half 2021.

Our Yacht Models

66ft and 44ft luxury catamarans should satisfy the dynamic and entertainment needs of the incorporationmarket.  They are designed with modernized style and a sense of our company,spaciousness.  Different functional rooms and areas are planned to meet different needs of different users.  Further, skiffs are designed for leisure and traffic. They allow the initial equity funding by our officerstraffic between the yachts and sole director and completing our business plan. We received our initial funding of $4,500 through the sale of common stock to our officers and sole director.  Yoel Rosario Duran, our chief executive officer and sole director, purchased an aggregate of 2,500,000 shares of common stock at a purchase price of $0.001 per share,pier and; drive more freely for aggregate proceeds of $2,500, and Dmitriy Perfilyev, our secretary, purchased an aggregate of 2,000,000 shares of common stock at a purchase price of $0.001 per share, for aggregate proceeds of $2,000.fun.

Our financial statements1.66ft catamaran: cruising speed is 8 knots, maximum speed is 15 knots, battery recharge time is 6 hours, endurance ranges from inception5 to 12 hours, passenger capacity is 12 people.

2.44ft catamaran:  cruising speed is 6 knots, maximum speed is 12 knots, battery recharge time is 6 hours, endurance ranges from inception on February 16, 2017, through April 30, 2017, report no revenues and a net loss of $1,958. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as5 to our ability12 hours, passenger capacity is 12 people.

3.20ft skiffs:  cruising speed is 6 knots, maximum speed is 15 knots, endurance ranges from 6 to continue as a going concern. As of August 1, 2017, we had $1,570 cash on hand. Our monthly burn rate is approximately $833; therefore, our cash balance will last less than two months.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.8 hours.

WeFurther, Guangzhou Monte Fino develop smartdriving system of electric yachts.  In the future, electric yachts are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will notexpected to be required to complyequipped with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply withunmanned driving system.  Such alliance will achieve synergy through our strengths for developing the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.  We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company.  For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “RISK FACTORS RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK – WE ARE AN `EMERGING GROWTH COMPANY’ AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” on page 8 of this prospectus.smart yacht markets worldwide.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board and/or OTC links. We do not yet have a market maker who has agreed to file such quotation service or that any market for our stock will develop.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

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Industry Overview

The background of Taiwan's yacht industry

Kha Shing Yacht Company Limited, Taiwan, (“Kha Shing TW”) accumulated over 40-year experience in yacht-related business, such as yacht design, production,sales, and marketing, since 1975.  He is the Chairman of the Taiwan Yacht Industry Association.  In August 1978, Kha Shing TW successfully delivered his first yachts to Seattle U.S.

Kha Shing TW keeps developing his business with steady growth rate.  In the late 1980s, he made a track record of delivering 94 yachts in a year.  He was awarded with “Asia Yacht Kingdom”.   Kha Shing TW became a renowned yacht OEM manufacturer all these years.  The brands cover Albin Marine, Bell marine, Breeze Yachts, Kaufman, Ranger Marine, Royal Yacht, Tarquin Trader Motor Yacht and Spindrift Motor Yacht.

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Kha Shing TW never stops but keeps investing in production plants andadopting new technology.  They meet the customers’ needs on more sizable and higher-quality tailor-made yachts.  Kha Shing TW is proved to be right with his business strategy for decades.

Kha Shing TW is recognized internationally for years.   Kha Shing TW’s own brand “Monte Fino echo 85”, which wasawarded with the “Highly Recommended Prize” from the “Motor Boat Award 2014” held by a famous European yacht magazine “Moto Boats Monthly Magazine”.Kha Shing TW is also the top 20 of 24-meter above yacht-making company for many times.

Under U.S. federal securitiesKha Shing TW has been delivering more than 1200 yachtsto all around the world over 40 years.  It keeps being ranked on the top in its industry.

The background of China's yacht industry

Yacht manufacturing

China's yacht industry began in the shipbuilding industry of the 1970s and has so far experienced three stages of development: (1) the budding stage in the mid-1970s, which produced and sold low-end yachts; (2) the 80s to 90s: At the beginning of the early years, it cooperated with overseas manufacturers to produce higher-grade yachts; (3) entered the development stage after the 21st century, and there have been three booms in the industry: yacht industry planning fever, yacht club construction fever and yacht business activity fever. The manufactured yachts began to occupy the market.

In contrast, the mainland yacht manufacturing industry embodies two major characteristics: (1) the maturity of the yacht industry chain lags far behind Western countries and even Hong Kong; (2) in the industry chain, yacht manufacturing has emerged in the international market, while the yacht consumer market is lagging, but shows great potential. As of 2010, there have been more than 370 yacht manufacturing companies in the mainland, and more than 30 companies with an output value of more than 10 million yuan. These companies are mainly concentrated in Shenzhen, Shanghai, Qingdao, Tianjin, Xiamen, Zhuhai, and other cities.

Taiwan ranked first in Asia in terms of mega-yacht exports in 2017, and fifth in the world. The number of mega-yachts exported was 120, with a gross value of 200 million US dollars. Taiwan has firmly established itself as the leader of mega-yacht production in Asia, and because of this, many Chinese yacht manufacturers use Taiwan's management personnel and designs.

Yacht Sale

Yacht sales increased rapidly from 2009 to 2014. Despite global yacht manufacturing and consumption shrinkage, the number of yacht exports still rose against the trend: the number of imports increased slightly, and domestic demand increased steadily. According to the information released by Chinese customs, a total of 916 companies have carried out yacht import and export trades in 2017. That year the number of yacht exports increased by 20%. During the same period, the number of yacht imports was close to 4,000. According to analysis data from various channels, the domestic demand of yachts is increasingly valued by international yacht manufacturers and traders. Since 2013, the import volume of outboard engines has broken 10,000 units sold in China for three consecutive years. In 2015, it broke through more than 16,000 imports of outboard engines and more than 1,000 import inboard engines.

Marina and Yacht Club

In terms of yacht marinas and clubs, the yacht industry is highly emphasized by many local governments as an emerging industry and that they have high hopes for and regard its development as a benchmark for urban success. According to CCYIA statistics, China currently has 149 yacht clubs, 93 of which are registered with the National Maritime Safety Department. There are 12,000 berths and 2,700 open-air berths on the land.

Other advantages for the development of the yacht industry

China has a total of 11,184 miles of coastline, 6,530 islands, 8,700 miles of island coastline, and many rivers and lakes. This provides vast natural resources for yacht development, and because southern China is not affected much by the seasonal climate, visitors are able to enjoy the unique geographical conditions the coast has to offer.

The yacht industry is now also supported by national policies. The Chinese government issued policies to promote the development of yachts in 2009, 2015, and 2016. In recent years, it has proposed to "accelerate the construction of a strong marine nation."

Regarding current economic conditions, the GDP per capita in China has exceeded US$9,000. According to the International Industry Development Law, the GDP per capita exceeds US$6,000, and thus the yacht industry is projected to reach rapid development.

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VIVIC's operating plan in Taiwan

VIVIC, transformed from Kha Shing TW, established yacht business base in Taiwan because the Taiwan Government opens its sea and emphasizes on building Marina infrastructure.  Kha Shing TW has developed Marina-22 in Kaohsiung successfully.  He took a step forward to leading ports with “build-operate-transfer” (“BOT”) and “operate-transfer” (“OT”). Recently, one of our shareholders, Go Right Holdings Limited, acquired a yacht-making plant, namelyShing Sheng Boat Building Co. Ltd., located in AnPing Port Tainan Taiwan.  Vivicis granted the operation right with cost.  The main businesses are:  (i) business in skiff and berths design; (ii)  providing professional maintenance and repairing services for different types of vessels in Tainan; (iii) establishing yacht club to promote sea tourism and yacht renting business; (iv)  developingprofessional yacht online platform; (v) to get permit from the local bureau for the development of Marinas projects; (vi) setting up vessels museum for education; (vii) establishing electric vessels research and development center for product development and diversification.

The standards of environmental protection have been increasing in recent decades. For example, The European Union and International Maritime Organization (“IMO”) has been implementing the new marine engine emission standards since 2008.  The yachts with traditional diesel engine produce massive wastes and lead to environmental pollution eventually.  Nowadays, lithium battery, a clean energy, is prevailing in the electric yachts industry.  Being eco-friendly yachts, liquified natural gas (“LNG”) yachts and electric yachts become the latest favorite in the markets.  Since electric yachts are made with zero-emission and low-noise level engine, they more easily meet the energy-saving and emission control requirements.  The trading volume of electric yachts tremendously increased in last decades.   Since the technics of yachts battery and hybrid become more advanced, the industry of electric yachts should keep positive growth rate after 2020.   According to the Clarkson Research, 155 electric yachts are being built all around the World, in which 75 electric yachts are being operated, up to May, 2019.

However, one issue should be borne in mind that electric yachts replacing traditional diesel yachts is a continuing process.  Both should be co-existed for a long time, like themotor vehicle with new-energy engine and the traditional one.

There are ginormous potential markets for electric yachts in the Asian countries including Japan, Taiwan, PRC, and the Middle East countries.   There are 400,000 yachts and skiffs in Japan and mostly are fishing boats.  The skiffs are equipped with battery electric or hybrid module for efficiency.  Further, the buyers of small-sized yachts are more price-conscious.  Electric yachts will cut the costs down.  Japan has more potentials in product update in the future.  The Asian countries, like Taiwan and PRC, and the Middle East countries are emerging markets of yachts.  They are the right places for launching new products.   For our marketing strategy, new products are used for capturing the new market share and increasingthe existingmarket share.

For yacht marketing activities, the size of exhibitions reveals the tremendous potential in the Asian markets.  The yacht exhibition Singaporeis the largest one in Asia.   Only 11 yachts participated in the yacht exhibition Singapore 2011. Favorably, approximate 100 exhibitors joined the same in 2019, more than 80 yachts participated and attracted over 16,000 people entered into it.  The number of yachts participated in this exhibition approximately 8 times increased from the one in 2011.  This reflects high growth rate in the Asian yacht markets.

There are different needs from different Asian yacht markets.  The high-GDP groups in Hong Kong and PRC become the potential growth markets for yacht industry.   However, there is great divergence among the Asian and Western customers regarding the yacht specifications.   Asian markets focus on the size instead of the number of functional areas of yachts.  It is because they normally cruise with short-distance in day time but not long-distance at night.   Therefore, there are a lot of works to be accomplished for developing the markets. Catamarans are popular in the Asian countries because they provide more spacious areas with stable navigation.  They are also able to access to the shallow water for more fun.

There are many companies who are developing and promoting yachts industry in Asia.  A group of companies set up “e5 Consortium”.   They are Asahi Tanker Co., Ltd., Idemitsu Kosan Co., Ltd., ExenoYamamizu Corporation, Mitsui O.S.K. Lines, Ltd., Tokio Marine & Nichido Fire Insurance Co., Ltd., Tokyo Electric Power Company and Mitsubishi Corporation.   The aim at “establishing new ocean shipping infrastructure services through various initiatives to develop, realize, and commercialize zero-emission electric vessels” (quote from Mitsui O.S.K. Lines).  In the inland of PRC, approximate 60,000 vessels are expected to change to new-energy technology from the traditional one.  The Asian countries have to develop electric yachts in order to maintain resources sustainable development and decrease the costs for tourism. Theywill lead to the constant development of electric yachts in Asia.

In the research “Global Electric Boats, Small Submarines and Autonomous Underwater Vehicles (AUV) 2015-2024 – Forecasts, Players, Opportunities” from an international market research company, Research and Markets, it shows that the market of marine electric vehicles will rapidly grow due to the new capability, affordability and legislation banning or restricting internal combustion engines.  The electric water craft will increase from $2.6 billion in 2013 to $7.3 billion in 2024 (quote from Research and Markets).  It is approximate RMB 45.31 billion.  The prospect in the electric boats is optimistic.   

Competition

We face strong competition from well-established companies and small independent companies. We will be at a competitive disadvantage in obtaining the facilities, employees, financing, and other resources required to provide our services and products to customers. Our opportunity to obtain customers may be limited by our financial resources and other assets.

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Competitive Strengths

Our current strong market position and potential future growth can be attributed to the following key factors and competitive strengths:

•Our vertically integrated operations, which allow us to exercise a better control of the quality of our products and generate higher margins; 

•Our product quality and brand name, for which we have received several honors related to our Monte Fino brand name at the famous China Boat Show; 

•Our research and development of energy-saving technology, which allows us to achieve energy efficiency of up to 50%.  This innovative technology may bring favorable changes to the yachting industry and promote a low-carbon tourism for global environmental protection; and 

•Our management and expert team, which has developed extensive expertise through formal education on marine tourism, in-house training and several years of experience in marina construction area. 

Growth Strategy

As one of the leading yachts & marina construction company, we believe that we are in a unique position to take full advantage of the vast opportunities in this market. We intend to leverage our current strengths and take full advantage of market opportunities in order to achieve continued growth and increased margin by:

•Increasing the size of marine tourism and yacht renting by our yacht-sharing program system 

•Promoting our “Monte Fino” brand, in order to further enhance brand recognition 

Risk Factors

Our business is subject to a number of risks that you should understand before deciding to invest in our common stock, willincluding the following:

(1) The market in which we participate is intensely competitive, and we may not be “penny stock.” Penny stock is any equity security that has a market price of less than $5.00 per share,able to compete successfully with our current or future competitors.

(2) We rely on contracts with the PRC and Taiwan government to use land. If the PRC or Taiwan revokes our land use rights, we would have no operational capabilities or ability to conduct our business.

(3) We are subject to certain exceptions. For any transaction involving a penny stock, unless exempt,PRC and Taiwan laws and regulations. Changes in the rules require that a brokerlaws, regulations or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantitycurrent policies of the penny stockPRC and Taiwan could negatively affect our ability to be purchased. In order to approve an investor’s account for transactions in penny stocks, the brokerconduct our business or dealer must obtain financial informationeliminate certain tax-related privileges that we enjoy.

These and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocksother risks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make itdiscussed more difficult for investors to dispose of our common stock and cause a declinefully in the market valuesection of our stock. Disclosure also hasthis Prospectus “Risk Factors” on page9 to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

THE OFFERING13.

Corporate Information

The Company’s executive office is located at No. 19, Jianping 3rd St., An Ping Dist., Tainan City 708, Taiwan and its telephone number is 886-6-2995233.  The Company’s registered office is located at 187 E. Warm Springs Rd., Suite B450 Las Vegas, NV. 89119.  Its telephone number is 702-899-0818 and its website is www.vivic.biz.  Information contained on or accessed through our website is not intended to constitute and shall not be deemed to constitute part of this Prospectus.

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THE OFFERING

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SUMMARY FINANCIAL INFORMATION

Consolidated financial information summary

The tables and information below arefinancial summary derived from our audited financial statementsthe consolidated Balance Sheetas of December 31, 2019 and Statements of Operations for the period from February 16, 2017 (Inception)May 1 to December 31, 2019 (8 months) are stated below.  We have changed the financial year end from April 30 2017.  Our working capital asto December 31 in 2019.  You should read them in conjunction with the related notes in ourForm 10-K/T for the transition period from May 1, 2019 to December 31, 2019 and the information under “Management’s Discussion and Analysis of April 30, 2017 was $2,542.Financial Condition and Results of Operations” included elsewhere in this Prospectus.

		As of December 31, 2019 $
Balance Sheets
Cash and cash equivalents		562,503
Total Assets		851,699
Total Liabilities		1,023,560
Total Stockholder’s Equity		171,861
		May 1 to December 31, 2019 (8 Months) $
Statement of Operations
Revenue		428,340
Cost of revenue		13,899
Total operating expenses		448,792
Other expenses		298,771
Income tax expenses		April 30, 2017 ($)	362,244
Financial Summary (Audited)Net loss for the period			333,122
Cash and DepositsNet loss per share			4,570
Total Assets			4,770
Total Liabilities			2,228
Total Stockholder’s Equity			2,542
		Accumulated From February 16, 2017 (Inception) to April 30, 2017 ($)
Statement of Operations
Total Expenses			1,958
Net Loss for the Period			(1,958	)
Net Loss per Share			-	0.011

RISK FACTORS

An investment in our common stock involves a number of very significant risks. YouThe reader should carefully consider the following known materialrisks described below together with all of the other information included in this Prospectus. Some of these risks relate principally to the Offering, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our securities specifically. The statements contained in this Prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in addition to other information in this prospectus in evaluatingor implied by forward-looking statements. If any of the following risks actually

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occurs, our company and its business, before purchasing sharesfinancial condition, or results of operations could be harmed. In that case, the trading price of our company’s common stock. Youstock, if and when a market for our common stock develops, could decline, and an investor in our securities may lose all or part of your investment due to any of these risks.

RISKS RELATING TO OUR COMPANY

Because our auditors have raised a going concern, there is a substantial uncertainty that we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose yourtheir investment.

We are solely dependent upon the fundsRisks Related to be raised in this offering to start our business, the proceeds of which may be insufficient to achieve profitable operations. We may need to obtain additional financing which may not be available.

Our current operating funds are less than necessary to commence our operations in tourism. We need the proceeds from this offering to start our operations as described in the “Plan of Operation” section of this prospectus. As of April 30, 2017, we had cash in the amount of $4,570 and liabilities of $2,228. As of this date, we have not generated any revenue and just recently started our operation. The proceeds of this offering may not be sufficient for us to achieve profitable operations. We need additional funds to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration costs, Yoel Rosario Duran, our president and sole director, has verbally agreed to loan the Company funds to complete the registration process. Mr. Rosario Duran’s verbal agreement to provide us loans for registration costs is non- binding and discretionary.

We require minimum funding of approximately $50,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from Yoel Rosario Duran, our chief executive officer and sole director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Mr. Rosario Duran has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year, we may need additional financing. If we do not generate sufficient revenue, we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

If we fail to raise at least $50,000 from the offering, we would be forced to scale back or abort completely our plan of operation. If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations. If we do not generate any revenue we may need a minimum of $10,000 of additional funding to pay for SEC filing requirements. If we do not sell at least 333,333 shares of our common stock (6.67% of the shares being offered) we will not be able to maintain our reporting status with the SEC and remain in good standing with the state of Nevada without additional funds.

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We have a limited history of operations and accordingly there is no track record that would provide a basis for assessing our ability to conduct successful commercial activities. We may not be successful in carrying out our business objectives.

We were incorporated on February 16, 2017 and to date, have been involved primarily in organizational activities, obtaining financing and developing our business plan. Accordingly, we have no track record of successful business activities, strategic decision making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful as a start-up company which was formed to engage in the tourism business. As of our year ended April 30, 2017, we had an accumulated deficit of $1,958. Tourism companies often fail to achieve or maintain successful operations, even in favorable market conditions. There is a substantial risk that we will not be successful in our development activities, or if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.

We have limited business, sales and marketing experience in our industry.

We have recently started our operations and have yet to generate revenues. While we have plans for marketing, there can be no assurance that such efforts will be successful. There can be no assurance that our proposed plan to sell tours in the Dominican Republic will gain wide acceptance in its target market or that we will be able to effectively market our tours. Additionally, we are a newly-formed, start-up company with no prior experience in our industry. We are entirely dependent on the services of our President, Yoel Rosario Duran, and our Secretary, Dmitriy Perfilyev, to build our customer base. Our company has no prior experience which it can rely upon in order to garner its first prospective customers to use our services. Prospective customers will be less likely to purchase our tours than a competitor’s because we have no prior experience in our industry.Business

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

We expect to face strong competition from well-established companies and small independent companies like our self that may result in price reductions for the tours that we plan to sell.companies. We will be at a competitive disadvantage in obtaining the facilities, employees,staffing, financing and other resources required to provide tours demanded by prospectiveour services and products to customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. Our main competitors in marine tourism likely are Jetpon Yacht Club, Lucky Bay Yacht Club and Ocean Blue Hatch Company.

We expectalso face keen competition in the prospective business that we intend to be less able thanengage, including manufacture and sales in energy-saving engines and yachts, marina development and operation. In the energy-saving engines business, we believe that our largermain competitors to cope with generally increasing costsare ERIC Boating, HENSEN Yacht Company and expenses of doing business.Ikung Yacht Company. In the marina development and operation business, our main competitors likely are Seven Star Marina in Shenzhen, Shenzhen Bay Yacht Marina and Wuyuan Bay Yacht Marina. In the yacht manufacturing business, our main competitors likely are Jetpon Yacht Club, HAISEA Yacht Company and HENSEN Yacht Company.  

Our business model may not be sufficient to ensure our success in our intended market.

Our survival is currently dependent upon the successMany of our efforts to gain market acceptance of toursmain competitors are well-established companies with reputation in the Dominican Republic that will ultimately represent a very small segment in our targeted industry when it is completed. Should our target market not be as responsive to our tours as we anticipate, we may not have in place alternate products or services that we can offer to ensure our survival.

While many new products, such ours, are regularly introduced, only a relatively small number of tours account for a significant portion of net revenue in our industry. Our product may not be a desired for purchase by consumers, or competitors may develop tours that imitate or compete with ours or prospective tours, and take our targeted revenue stream away from us or reduce our ability to command profitable revenue streams for our tours. Tours created by our competitors may take a larger share of our target market than we anticipate, which could cause our revenue streams to fall below our expectations. If our competitors develop more successful products or offer competitive products at lower price, our revenue, margins, and profitability will decline.

Since all of our shares of common stock are owned by our officers and sole director, our other stockholders may not be able to influence control of the company or decision making by management of the company, and as such, our officers and sole director may have a conflict of interest with the minority shareholders at some time in the future.

Our officers and sole director beneficially own approximately 100% of our outstanding common stock. The interests of our officers and sole director may not be, at all times, the same as that of our other shareholders. Where those conflicts exist, our shareholders will be dependent upon our director exercising, in a manner fair to all of our shareholders, his fiduciary duties as officer or as member of the Company’s board of directors. Also, our officers and sole director will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.

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Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient number of customers to operate profitably. If we do not make a profit, we will suspend or cease operations.

Due to the fact that we are small and do not have much capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

We have not had any customers and we cannot guarantee we will ever have any customers. even if we obtain customers,respective industries. Therefore, there is no assurance that we will be able to generate a profit. If that occurs we will have to cease operations.

We plan that our revenue will come from the selling travel tours in the Dominican Republic; therefore, we need to attract enough customers to buy our travel tour.We have not identified any customer to date and we cannot guarantee that we will ever have any customers. Even if we obtain customers for our travel tours, there is no guarantee that we will make a profit. If we are unable to attract enough customers to operate profitably, we will have to suspend or cease operations.effectively compete against those competitors.

Declines or disruptions in the tourism industry generally could reduce our revenues.

We strongly rely on the health and growth of the tourism industry. Tourism is highly sensitive to business and personal discretionary spending levels, and thus tends to decline during general economic downturns. In addition, other adverse trends or events that tend to reduce tourism are likely to reduce our revenues. These may include:

         -  price escalation in the airline industry or other travel-related industries;

         -  increased occurrence of travel-related accidents;

         -  airline or other travel-related strikes;

         -  political instability;

         -  regional hostilities and terrorism; and

         -  bad weather.

         To the extent any of the above occur our revenues and earnings could decline. Also, due to the nature of our business, we may be subject to liability claims arising out of accidents or disasters causing injury to our customers, including claims for serious personal injury or death. There can be no assurance that we will be able to obtain sufficient insurance coverage at acceptable premium levels in the future. Successful assertion against us of one or a series of large uninsured claims, or of one or a series of claims exceeding our insurance, could adversely affect our business, financial condition, and results of operations.

OurThe lack of intellectual property protection might cause adverse impact to our business

We do not own any trade mark. Although we have started the process of applying for trade marks in China, Taiwan and US, there is no assurance that the trade mark registration can be affected by currency rate fluctuation.obtained.

Because we plan to be in the business of selling travel tours to customers in the Dominican Republic, we are likely to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.

Because our officers and sole director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting enough customers and result in a lack of revenues which may cause us to cease operations.

Yoel Rosario Duran and Dmitriy Perfilyev, our officers, will only be devoting limited time to our operations. They will be devoting approximately 20 hours a week to our operations. Because our officers will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in aOur lack of revenues and a possible cessationlimited operations cause us unable to afford to establish an audit committee.

Since we only have limited operations and do not have much revenue, we are unable to afford to establish an audit committee.

We may require additional capital to fund the expansion of operations.our business, and our inability to obtain such capital could harm our business.

ItTo support our expanding business, we must have sufficient capital to continue to make significant investments in our existing products and advertising. We cannot assure you that cash generated by our operations will be extremely difficultsufficient to acquire jurisdictionallow us to fund such expansion. If cash flows from operations are not sufficient, we may need additional equity or debt financing to provide the funds required to expand our business. If such financing is not available on satisfactory terms or at all, we may be unable to expand our business or to develop new business at the rate desired and enforce liabilities against our officers, directorsoperating results may suffer. Debt financing increases expenses, may contain covenants that restrict the operation of our business, and assets outsidemust be repaid regardless of operating results. Equity financing, or debt financing that is convertible into equity, could result in additional dilution to our existing stockholders.

Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies may require us to delay, scale back or eliminate some or all our operations or the expansion of our business, which may have a material adverse effect on our business, operating results, financial condition, or prospects.

We don’t have any substantial asset in the United States.

OurStates and may not be able to own substantial assets are currently located outside of the United States.  Additionally, our sole officer and director resides outside ofin the United States in the Dominican Republic.near future.

As a Nevada corporation, we plan to be able to carry out business in the United States eventually. However, currently we don’t have any substantial asset in the U.S. and we may not be able to own any substantial asset in the near future. Lack of substantial assets will make it difficult for us to launch business operations and cause delay to the execution of our business plans in the U.S.

If our land use rights are revoked, we would have no operational capabilities or ability to conduct our business.

Under PRC law, land is owned by state or rural collective economic organizations. The state issues tenants the rights to use property. Rights to use property can be revoked and tenants can be forced to vacate at any time when redevelopment of the land is in the public interest. The public interest rationale is interpreted broadly and the process of land appropriation may be less than transparent. We rely on these land use rights as the cornerstone of our operations, and the loss of such rights would have a detrimental effect on our business.

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COVID-19 pandemic might cause significant impact to our business operations

Our business could be adversely affected by the outbreak of the COVID-19 pandemic. Both China and Taiwan governments have imposed various strict measures including, but not limited to, travel restrictions, mandatory quarantine requirements, and postponed resumption of business operations. Considering the features of our business in the tourism and recreation industries, we have been experiencing business downturn due to the COVID-19 pandemic outbreak.  Further, COVID-19 pandemic leads to worldwide health crisis, it has been harmfully influencing the global economy and financial markets. If the COVID-19 pandemic is not effectively controlled in a short period of time, our businesses and results of operations are likely destructive.   Eventually, our financial conditions and results of operations for the full year of 2020 cannot be reasonably estimated for now and will depend on the condition of COVID-19 pandemic in the future.

We may require additional capital to fund the expansion of our business, and our inability to obtain such capital could harm our business.

To support our expanding business, we must have sufficient capital to continue to make significant investments in our existing products and advertising. We cannot assure you that cash generated by our operations will be sufficient to allow us to fund such expansion. If cash flows from operations are not sufficient, we may need additional equity or debt financing to provide the funds required to expand our business. If such financing is not available on satisfactory terms or at all, we may be unable to expand our business or to develop new business at the rate desired and our operating results may suffer. Debt financing increases expenses, may contain covenants that restrict the operation of our business, and must be repaid regardless of operating results. Equity financing, or debt financing that is convertible into equity, could result in additional dilution to our existing stockholders.

Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies may require us to delay, scale back or eliminate some or all our operations or the expansion of our business, which may have a material adverse effect on our business, operating results, financial condition, or prospects.

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

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

The inability to inspect may prevent the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures since our auditors come from Hong Kong rather than United States.

Public company auditors are required by law to undergo regular Public Company Accounting Oversight Board, or PCAOB, inspections to assess their compliance with U.S. law and professional standards in connection with their audits of public company financial statements filed with the SEC. Due to the position taken by the authorities in China, the PCAOB was prevented from conducting inspections of certain registered firms in Hong Kong to the extent that their audit clients had operations in China.

The inability of the PCAOB to conduct inspections of auditors in the PRC makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of the PRC that are subject to PCAOB inspections, which could cause investors and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

The Company’s auditor HKCM CPA & Co., Certified Public Accountants is subject to PCAOB inspection. The auditor was inspected in 2010 and the corresponding inspection report was issued under the name of HKCMCPA Company Limited. The most recent inspection report has been issued in 2014.

Because our auditor is located in Hong Kong and we have operations in China, in the event that PCAOB becomes unable to inspect the audit work and practices of our auditor, our investors in U.S. markets who rely on audit reports from our auditor will be unable to factor the publicly reported findings of regular recurring PCAOB inspections of audit firms and their quality control practices into their decision making processes.

Risks Related to Our Industry

Acquiring Marinas

At present, the company has signed several docks, but is currently waiting on government approval on aspects such as environmental protection. Because yacht docks require scarce coastline resources, there are many procedures and steps to follow to acquire such an approval. Once obtained, construction can be carried out.

Effects of Climate and Natural Disasters

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The entire yacht industry is significantly affected by natural disasters and seasonal climate. In the cold weather season, overall customer consumption will be reduced. In the cold season, the income from operations and sales will be affected, but the mooring revenue will be better.

Weather conditions of natural disasters can also affect our business performance. For example, drought can bring risks to shipping, hurricanes or other storms can also cause operational interruptions, or damage ships and dock facilities.

Risks Related to Doing Business in the PRC

Small industrial scale and poor concentration

In general, Chinese yacht companies have small scale manufacturing and scattered distribution. The competition among enterprises is fierce with no agreement on pricing. At present, there is no specialization in manufacturing parts of each product, so there is no advantage in working together between companies. If there are needed products, each company relies on imported goods.

The quality of business services needs to be improved

Yacht service plays a very important role in the operation of the marina. Most of the local yacht companies offer singular services that include yacht maintenance, tourism, and sales platform. However, these companies do not have the resources to put forth the entire package of services. The management and service quality do not meet the market requirement.

Lack of high-quality personnel

Currently, even though there is a booming yacht industry, there are not enough professional personnel to manage these specialized services. Furthermore, there are no companies that focus on shaping these essential personnel. The personnel in the marina management, yacht service, event planning, repair and maintenance do not meet the high demand of the yacht services.

Uncertainties with respect to the PRC legal system could adversely affect us and we may have limited legal recourse under PRC law if disputes arise under our contracts with third parties.

China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, because these laws and regulations are relatively new, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, itsometimes we may not be possible for United States investorsaware of our violation of these policies and rules until sometime after violation.

The PRC government has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation, and trade. However, their experience in implementing, interpreting, and enforcing these laws and regulations is limited, and our ability to enforce their legal rights, to effect service of process upon our officers and directorcommercial claims or to enforce judgmentsresolve commercial disputes is unpredictable. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the PRC government, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC law, in either of these cases, are severely limited, and without a means of recourse by virtue of the PRC legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition, and results of operations.

Capital outflow policies in the PRC may hamper our ability to remit income to the United States courts predicated upon civil liabilitiesStates.

The PRC has adopted currency and criminal penaltiescapital transfer regulations. These regulations may require that we comply with complex regulations for the movement of our directorscapital and officers under Federal securities laws. 

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Our officers and sole director have no experience managing a public company which is required to establish and maintain disclosure control and procedures and internal control over financial reporting.

We have never operated as a public company. Our officers and sole  director have no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result we may not be able to operate successfully as a public company, even ifremit income earned and proceeds received in connection with our operations are successful. We planor from the sale of our operating subsidiary to comply with allthe U.S. or to our shareholders.

Labor laws in the PRC may adversely affect our results of operations.

The New Labor Contract Law imposes greater liabilities on employers and significantly affects the cost of an employer’s decision to reduce its workforce. Further, it requires that certain terminations be based upon seniority and not merit. In the event we decide to significantly change or decrease our workforce, the New Labor Contract Law could adversely affect our ability to effect such changes in a manner that is most advantageous to our business or in a timely and cost-effective manner, thus materially and adversely affecting our financial condition and results of operations. The 2018 labor law revision stipulates that if the resignation is not due to the worker’s personal reasons, the worker may claim compensation. The revision was announced in the seventh meeting of the various rulesStanding Committee of the Thirteenth National People's Congress on December 29, 2018.

Your ability to bring an action against us or against our directors and regulations, which are required forofficer, or to enforce a public company that is reporting company withjudgment against us or them, will be limited because we conduct all our operations in the SecuritiesPRC and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

As an “emerging growth company” underbecause all our directors and the jobs act, we are permitted to rely on exemptions from certain disclosure requirements.

majority of our officers reside outside of the United States.

We qualify as an “emerging growth company” underare a company in Nevada butall our assets are located outside of the JOBS Act.United States. All our current operations are conducted in the PRC and Taiwan. In addition, all our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, weit may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts’ judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, none of whom are permittedresidents in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts. Our counsel as to

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PRC law has advised us that the recognition and intendenforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in the PRC may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions. The PRC does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, wethe PRC Civil Procedures Law, courts in the PRC will not be required to:enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest. Therefore, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

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have an auditor report on our internal controls over financial reporting pursuantRisks Related to Section 404(b) ofDoing Business in Taiwan

1.  Political Issue

Taiwan is surrounded by sea and the Sarbanes-Oxley Act;