UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.2 to

FORMForm S-1

Amendment No. 2

COMMISSION FILE NOREGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933. 333-249361

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, (Address and telephone number including area code, of registrant’s principal executive offices)

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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registrant's United States corporate virtual office) 

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 accelerated filer,”“accelerated filer” and“smaller reporting 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

(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 registration fee for securities  Including 10,000,000 shares of common stock to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities,Company and such estimate is10,986,204 shares to be offered by Selling Shareholders

(3)   Registration fee 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.

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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TABLE OF CONTENT
	Page
ABOUT THIS PROSPECTUS	1
FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	2
THE OFFERING	2-4
RISK FACTORS	4-8
USE OF PROCEEDS	9
DILUTION	9-10
DIVIDEND POLICY	10
PLAN OF DISTRIBUTION	10
BUSINESS	10-20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS	21-24
DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION	24-25
MANAGEMENT	25
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	26-27
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	27-29
DESCRIPTION OF CAPITAL STOCK	29-31
SHARES ELIGIBLE FOR FUTURE SALE	31-32
TAXATION	32-40
LEGAL MATTERS	40
EXPERTS	40
WHERE YOU CAN FIND ADDITIONAL INFORMATION	40
FINANCIAL STATEMENTS	a-bbb
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS	bbb
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	bbb
INDEMNIFICATION OF DIRECTORS AND OFFICERS	bbb
RECENT SALES OF UNREGISTERED SECURITIES	bbb-ccc
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	ccc
UNDERTAKINGS	ccc-ddd
SIGNATURE	eee

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

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.

A CAUTIONARY NOTE REGARDING 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 5 to9 and “Forward-Looking Statements” right below.

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”“may”, “should”“should”, “expects”“expects”, “plans”“plans”, “anticipates”“anticipates”, “believes”“believes”, “estimates”“estimates”, “predicts”“predicts”, “potential”“potential” or “continue”“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“Risk Factors,” that may cause our or our industry’sindustry’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 for the transition period from 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,“Company,” “we,“we,” “our”“our”, “us”“us” or “Vivic”“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, and the notes“Risk Factors” on page 5 to the financial statements.9 and “Financial Statements” on pagea-eee ..

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. We were initially a travel agency. In December 2018 we expanded our business to to include new types of marine tourism after the change of management.  In addition, we started making efforts to undertake the businesses of constructing marinas and yachts in mainland China under the brand of Monte Fino. On October 15, 2019, we acquired Khashing Yachts Industry (Guangdong) Limited (formerly known as Guangzhou Monte Fino Yacht Co., Ltd.,) a Chinese limited liability company as our main subsidiary to engage in thebusiness operations in China. Currently our main business operations include constructing and operating marinas in Asian regions including Taiwan and China, operating yacht related tourism business.

We are a start-up company that has realized $6,300 in revenues to date, and our accumulated deficit as of July 31 , 2017 is $ 4,133leisure service programs, developing all-electric boats and ships, and providing consulting services .. 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 Company which includes a statement expressing substantial doubt as 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.

We plan to raise the additional funding for our twelve-month business plan by selling the 5,000,000 shares in this offering. We cannot provide any assurance that we will be able to sell any of the shares being offered to raise sufficient funds to proceed with our twelve-month business plan.

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officers 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, 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.

Our financial statements for the three months ended July 31 , 2017, report $6,300 in revenues and a net loss of $ 2,175 .. Our financial statements 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 as to our ability to continue as a going concern. As of August 18 , 2017, we had $ 1,328 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.

We 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 not be required to comply 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 with 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.

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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Under U.S. federal securities legislation, our common stock will be “penny stock.” Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker 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 quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks 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 it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has 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.

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THE OFFERING

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As of January 20, 2021, there are 24,470,166  shares of common stock issued and outstanding including the 10,986,204 shares of common stock to be registered for resale by selling shareholders.

SUMMARY FINANCIAL INFORMATIONSummary of Consolidated Financial Information

The tablesfollowing summary

 of financial information includes the data from the consolidated Balance Sheet as of September 30, 2020, June 30, 2020 and information below are derivedDecember 31, 2019 , and from the Statements of Operations for the period from Jan 1, 2020 to September 30, 2020 (9 months), from Jan 1, 2020 to June 30, 2020 (6 months), and from May 1 , 2019 to December 31, 2019 ( transitional period, 8 months un audited financial statements for).  We have changed the three monthsfiscal year end from April 30 to December 31 in 2019.  You should read them in conjunction with the related notes in our Form 10-Q for the quarters ended JulySeptember 30, 2020, and June 30, 2020 and the Form 10-K/T for the transition period from May 1, 2019 to December 31, 2017 ..  Our working capital as2019 and the information under “Management’s Discussion and Analysis of July 31 , 2017 was $ 367 .. Financial Condition and Results of Operations” included elsewhere in this Prospectus.

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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 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 yourtheir investment.

Risks Related to 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 your investment.

We are solely dependent upon the funds to be raised in this offering to implement our business plan and expand 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 implement our business plan and expand our operations as described in the “Plan of Operation” section of this prospectus. As of July 31 , 2017, we had cash in the amount of $ 1,570 and liabilities of $ 2,753 .. As of this date, we have generated $6,300 revenue and just recently started our operation s .. 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.Business

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 additional 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 July 31 , 2017, we had an accumulated deficit of $ 4,133 .. 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 significant 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.

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. We expect to be less able than our largerOur main competitors to cope with generally increasing costsin marine tourism likely are Jetpon Yacht Club, Lucky Bay Yacht Club and expenses of doing business.Ocean Blue Hatch Company.

OurWe also face keen competition in the prospective business model may not be sufficientthat we intend to ensureengage, including manufacture and sales in energy-saving engines and yachts, marina development and operation. In the energy-saving engines business, we believe that our successmain competitors are ERIC Boating, HENSEN Yacht Company and 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 intended market.main competitors likely are Jetpon Yacht Club, HAISEA Yacht Company and HENSEN Yacht Company.  

Our survival is currently dependent upon the success

Many 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 had only two customers and we cannot guarantee we will ever have any new 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.effectively compete against those competitors.

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 identified two customer s to date and we cannot guarantee that we will ever have any new customers. Even if we obtain new 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.

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 already have a trademark in China and will continue the process of applying trademarks in Taiwan and US ..  There is no assurance that the trademark registration can be affected by currency rate fluctuation.

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.obtained timely ..

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.

We are unable to afford establishing an audit committee due to limited operations and lack of operations.revenue ..

ItWe 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 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 result, itNevada corporation, we plan to be able to carry out business in the United States eventually. However, currently we don’t have any substantial assets in the U.S. and we may not be possibleable to own any substantial assets in the near future. Lack of substantial assets will make it difficult for United States investorsus to enforce their legal rights, to effect service of process upon our officerslaunch business operations and director or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties delay the execution of our directors and officers under Federal securities laws. business plans in the U.S.

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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.

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 the 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.

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Risks Related to Our Industry

Our officers

We might not be able to receive the applicable governmental approval for the land use and sole directorthe construction of marinas which might cause us unable to carry out our marina business

Since our current marina projects are all in China and China requires government approval for the land use and construction of marinas, if we are unable to receive all the required approvals, we might not be able to start the marina development and may not be able to carry out our marina business operations.

Weather conditions and natural disasters may have severe impact on our business operations and cause damage to our business

The entire yacht and marina industry is significantly affected by natural disasters and weather conditions. In the cold weather season, overall customer consumption will be reduced.

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

Lack of experienced professionals might cause us unable to find adequate workforce to fulfill our demand.

Currently, even though there is a growing yacht industry in China , there are not enough professional personnel to manage these specialized services. Furthermore, there are no experience managingcompanies that focus on training 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 public company whichfully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. 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 required to establish and maintain disclosure control and proceduresbased in part on government policies and internal control overrules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, sometimes we may not be aware 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 commercial claims or to resolve 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 reporting.condition, and results of operations.

We have never operatedCapital outflow policies in the PRC may hamper our ability to remit income to the United States.

The PRC has adopted currency and capital transfer regulations. These regulations may require that we comply with complex regulations for the movement of capital and 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

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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 rules and regulations, which are required for a public company that is reporting company withStanding Committee of the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.Thirteenth National People's Congress on December 29, 2018.

As

Your ability to bring an “emerging growth company” underaction against us or against our directors and officer, or to enforce a judgment against us or them, will be limited because we conduct all our operations in the jobs act, we are permitted to rely on exemptions from certain disclosure requirements.

PRC and because all our directors and the majority of our officers reside outside of the United States.

We qualify as an “emerging growth company” underare a company in Nevada but all 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 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:

-

have an auditor report onenforce a foreign judgment against us or our internal controls over financial reporting pursuant to Section 404(b)directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the Sarbanes-Oxley Act;

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

       In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

DESCRIPTION OF BUSINESS

ORGANIZATION WITHIN THE LAST FIVE YEARS

On February 16, 2017, the Company was incorporated under the laws of the State of Nevada. We are engaged in the tourism business.

Yoel Rosario Duran has served as our President, Treasurer and as a Director and Dmitriy Perfilyev has served as our Secretary, from February 16, 2017, until the current date. Our board of directors is comprised of one person: Yoel Rosario Duran.

We are authorized to issue 75,000,000 shares of common stock, par value $0.001 per share. On March 17, 2017, Yoel Rosario Duran, our president, treasurer and sole director purchased an aggregate of 2,500,000 shares of common stock at $0.001 per share, for aggregate proceeds of $2,500. On April 27, 2017, Dmitriy Perfilyev, our secretary purchased an aggregate of 2,000,000 shares of common stock at $0.001 per share, for aggregate proceeds of $2,000.

IN GENERAL

We were incorporated on February 16, 2017 in the State of Nevada. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We are not a blank check registrant, as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officers and sole director, developing our business pplan, and engaging in market research. We received our initial funding of $4,500 through the sale of common stock to our officers and sole director, who purchased an aggregate of 4,500,000 shares at $0.001 per share.

Our financial statements for the three months ended July 31 , 2017 report $6,300 in revenues and a net loss of $ 2,175 .. Our financial statements 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 as to our ability to continue as a going concern. As of August 18 , 2017, we had $ 1,328 cash on hand. Our monthly burn rate is approximately $833; therefore, our cash balance will last less than two months.

We are a start-up company which is in the tourism business.  We intend to use the net proceeds from this offering to develop our business operations. To implement our plan of operations we require a minimum funding of $50,000 for the next twelve months. After twelve months period, we may need additional financing. If we do not generate additional 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. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also require additional financing to sustain our business operations if we are not successful in earning significant revenues. We cannot provide any assurance that we will be able to raise such additional funding. We have $6,300 in revenues to date and have incurred losses since inception. The Company’s principal offices are located at 800 N Rainbow Blvd, Suite 208-29, Las Vegas, NV 89107.

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Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) market research ; (iv) initial equity funding by our officers ; (v) locating first two customers; (vi) conclusion Service Agreements with first customers; and (vii) realizing first revenues ..

Vivic Corp. is a travel agency that organizes individual and group tours in the Dominican Republic, such as cultural, recreational, sport, business, ecotours and other travel tours. Services and products provided by our company will include custom packages according to the client’s specifications. We plan to develop and offer our own tours in the Dominican Republic as well as third-party suppliers.MANAGEMENTThe Dominican Republic is a sovereign state occupying the eastern five-eighths of the island of Hispaniola, in the Greater Antilles archipelago in the Caribbean region. The Dominican Republic is the second-largest Caribbean nation by area (after Cuba), and 3rd by population with approximately 10 million people, of which approximately three million live in the metropolitan area of Santo Domingo, the capital city. It is known for’its warm and hospitable people, and for its astounding nature, intriguing history and rich culture. Surrounded by the Atlantic Ocean on the north and the Caribbean Sea on the south, it boasts nearly 1,000 miles (1,609 km) of coastline, 250 miles (402 km) of the world’s top beaches, magnificent resorts and hotels, and a variety of sports, recreation and entertainment options. Discovered in 1492 by Christopher Columbus, the country overflows with fascinating history, museums and exciting cultural experiences like music, art and festivals, plus uniquely Dominican specialties such as cigars, rum, chocolate, coffee, merengue, amber and larimar.

According to National Hotel & Tourism Association (ASONAHORES), the Dominican Republic announced a growth of 5.8 percent in overall tourism to Dominican Republic, a number alone growing faster than the Caribbean's overall rate of 3.7 percent. Simón Suarez, President of the National Hotel & Tourism Association, added that growth rates in the country are double the world average, tracking at a median growth of 5.1 percent over the last 5 years. The country is projected to reach 6 million total visitors in 2016 – based on numbers thus far, the country is on track to meet the targeted 7 percent growth needed to achieve this. The United States remains the largest source market for Dominican tourism with 2 million visitors in 2015, and Canada following with 780,000.

REVENUE

Our main sources of revenue will be:

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Commission on service provided. We plan to organize and sell individual or group tours involving third-party suppliers. Our service will be offered at prices marked-up from 20% to 25% of the third-party tour costs.

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Profit from the sale of our own tours. Because we plan to develop and operate our own tours, we expect that it will be the main source of revenue.

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Commission on sale. We plan collect commission by selling the principal services such as hotel, restaurants, airlines, transport and other tour operators.

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Commission from Auxiliary

MARKETING AND SALES STRATEGY

We intend to use marketing strategies, such as web and newspaper advertisements. We also plan to attend shows and exhibitions in tourism industry. We will promote our business through word of mouth. We intend to hire an outside web developer and web designer to assist us in designing and building our website. We will display our services and variety of tours on our web site. We will market and advertise our web site to find potential clients. As of the date of this prospectus we have not yet identified or registered any domain names for our website. We will ask our satisfied customers for referrals. We believe that one of the most powerful aspects of online marketing is the ability to target our chosen group with a high degree of accuracy and cost-effective way. We will use many online marketing tools to direct traffic to our website and identify potential customers. We also plan to use different web banners for advertising purposes to be placed on web sites attracting potential tourists such as Booking.com, TripAdvisor, Airbnb and other. We also intend to start our own blog with the description of our services and tours. To enhance advertising of our services we plan to keep improving and developing our website to make it as “user friendly” as possible.

We intend to spend from $10,000 to $50,000 on marketing efforts during the first year. There is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

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COMPETITION

The level of competition in tourism is extremely high. We need proceeds from this offering to enter this business. We will be in a market where we compete with many domestic and international companies offering similar services. We will be in direct competition with them. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

Vivic Corp. has not yet entered the market and has no market penetration to date. Once we have entered the market, we will be one of many participants in the tourism industry. Many established, yet well financed entities are currently active in tourism. Nearly all Vivic Corp.'s competitors have significantly greater financial resources, technical expertise, and managerial capabilities than Vivic Corp. We are, consequently, at a competitive disadvantage in being able to provide such services and become a successful company. Therefore, Vivic Corp. may not be able to establish itself within the industry at all.

EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.

We are a start-up company and currently have no employees other than our officers and sole director. Dmitriy Perfilyev, our Secretary and Yoel Rosario Duran, our President, Treasurer and sole director handle the Company’s day-to-day operations. We intend to hire employees on an as needed basis.

INSURANCE

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

OFFICES

The Company’s principal offices are located at 800 N Rainbow Blvd, Suite 208-29, Las Vegas, NV 89107.

GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. Regulation No. 815-03 governs the registry and supervises services related to travel agencies and tour operators in the Dominican Republic. Companies must obtain civil liability insurance to cover bodily injury, material damage, and business operations, including cancellations and breaches of contract. We do not believe that regulations will have a material impact on the way we conduct our business.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

MANAGEMENT’SS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BUSINESS

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief, or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking”“forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

PLAN OF OPERATIONResults of operations for three and nine months ended September 30, 2020

We generated net revenues of $43,233 and $99,000 for three months ended September 30, 2020 and 2019 respectively.   The net revenues were generated for nine months ended September 30, 2020 and 2019 were $197,851 and $424,975 respectively.   The fall in net revenues was primarily because the revenue derived from consulting services rendered on sales and marketing of yachts decreased.  It was adversely influenced by the COVID-19 pandemic outbreak this year.

OurThe general and administrative expenses incurred for three months ended September 30, 2020 and 2019 were $341,450 and $44,379 respectively.  The general and administrative expenses incurred for nine months ended September 30, 2020 and 2019 were $875,825 and $113,629 respectively.  The fundamental reasons for the rise in the general and administrative expenses were that the company expanded its operations with increased legal fees, consultant fees on business planning and projects, and staffing expenses when comparing the same period between 2020 and 2019. General and administrative expenses were essentially the main business and corporate overhead.

The net loss was $302,322 and net income was $4,444 for three months ended September 30, 2020 and 2019 respectively.  The net loss was $669,107 and net income was $242,837 for nine months ended September 30, 2020 and 2019 respectively.  Similar to what was mentioned above, the increased losses here correlate with the fall in net revenue that would have been generated by the consulting services had the COVID-19 pandemic not happened. Ever since the COVID-19 pandemic began in 2020, various governments implemented strict quarantining and safety measures to prevent the spread of the virus. This led to a severely negative impact on our chartering business, with an approximately 80% decrease in the number of charter bookings. Additionally, the construction of the marina was delayed as government resources were diverted to combat the pandemic. However, domestic tourists gradually began to return with the restrictions on international travel. The development of the COVID-19 vaccines will hopefully also lead to a return to normalcy.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2020 and December 31, 2019, our total assets were $883,499 and $851,699 respectively.  They did not fluctuate much.  As of September 30, 2020, it covered cash balance is $ 1,570and cash equivalents$276,301, accounts receivable $64,000, deposits and prepayments$172,160 and other receivables$124,983.  The assets were cash and cash equivalent$562,503 and other receivables $23,656 as of July December 31, , 2017. We do not believe that2019.  As of September 30, 2020 and December 31, 2019, our cash balance is sufficienttotal liabilities were $430,334 and $1,023,560 respectively.  The significant fall in the total liabilities was mostly due to fund our operations.the decrease in the amounts due to related parties and accrued liabilities and other payables.   The amounts due to related parties were $617,180 as of December 31, 2019 and reduced to $197,936 as of September 30, 2020.   The accrued liabilities and other payables were $306,248 as of December 31, 2019 and reduced to $106,924 as of September 30, 2020.  There was also a new promissory note $87,500, which was the COVID-19 economic injury disaster loan, offered by The U.S. Small Business Administration as of September 30, 2020.  As of September 30, 2020 and December 31, 2019, the accumulated deficits were $990,736 and $344,788 respectively.  The increase in the accumulated deficits was basically caused by the decreased net revenues, which negatively affected by the COVID-19 pandemic outbreak in this year and the increased general and administrative expenses.   The total liabilities and shareholders’ equity as of September 30, 2020 and December 31, 2019 were $883,499 and $851,699 respectively.  These remained steady.

Cash Flows from Operating Activities

For the auditperiod ended September 30, 2020, the net cash used in operating activities was $1,236,483, compared to the same period ended 2019, the net cash generated from operating activities was $215,219.  The cash used in operating activities for nine months ended September 30, 2020 mostly were accounts receivable $64,000, deposits and prepayments $172,160, other receivables $101,327, deferred revenue $29,979, accrued liabilities and other payables $199,324 and; income tax payable $31,031.  For nine months ended September 30, 2019, the main cash used in operating activities was accounts receivable $99,000 and main cash generated from operating activities was income tax payable $68,514.

Cash Flows from Investing Activities

For the same period ended September 30, 2020 and 2019, there was no cash flows from investing activities.

Cash Flows from Financing Activities

For nine months ended September 30, 2020 and 2019, the net cash generated from financing activities were $969,823 and $120,043 respectively.  For nine months ended September 30, 2020, the net cash generated from financing activities mainly included repayment to related parties $419,244, proceeds from issuance of common stocks $1,308,316 and a new promissory note $87,500 which was the periodCOVID-19 economic injury disaster loan and offered by The U.S. Small Business Administration.  For nine months ended September 30, 2019, the net cash generated from inception on February 16, 2017, through Aprilfinancing activities included advance from related parties $95,205 and proceeds from issuance of preferred stocks $24,838.

Forecast

It is expected that our main revenue, consultation fee, is reduced by more than 50% this year when compared to that in 2019.  Revenue $154,618 for six months from Jan 1 to June 30, 2017, o ur independent registered public accountant has issued2020 and $428,340 eight months from May 1 to December 31, 2019 (transitional period). Furthermore, since COVID-19 is expected to remain a pandemic for the first half of 2021, our revenue is expected to be negatively impacted until at least the end of 2021.

Many countries around the globe have i mposed travel restrictions due to the COVID-19 pandemic. As such, many people are unable or unwilling to travel for fear of infection .. Due to the decreased number of travelers, our tourism-focused business and revenue have been negatively impacted.

T he business was handed off to new management in 2019 before expanding to marine tourism. Within months, the COVID-19 pandemic hit and sharply reduced charter revenue by 80%, even before the company had fully started running. The development of new marina also drastically slowed.

Results of operations for the three and six months ended June 30, 2020 and 2019

Our financial statements have been prepared assuming that we will continue as a going concern opinion. This meansand, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that there is substantial doubt thatmight be necessary should we canbe unable to continue as an on-going businessin operation.

We generated net revenues of $42,741 and $325,975 for the next twelvethree months unless we obtain additional capitalended June 30, 2020 and 2019 respectively.   The net revenues generated for the six months ended June 30, 2020 and 2019 were $154,618 and $325,975 respectively.   The fall in net revenue was primarily due to pay our bills. This is because asthe decrease in revenue from consulting services rendered on sales and marketing of April 30, 2017 we ha d not generated revenues and no revenuesyachts, services which were anticipated until we complete d our initial business development. There is no assurance we will ever reach the stage when ongoing operations can be funded out of revenues .. To meet our need for cash we are attempting to raise money from this offering. While we believe that we will be able to raise enough money through this offering to expand operations, there is no assurance that we will be able to sell any of the securities being offered, and we cannot guarantee that once we expand operations we will stay in business after doing so.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $150,000 from this offering, it will last one year, but we may need more funds to develop growth strategy, and we will have to revert to obtaining additional money.

In the next twelve months, following completion of our public offering, we plan to engage in the following activities to expand our business operations as follows.

The following table sets forth the uses of proceeds assuming the sale of one-third, two-thirds and 100%, respectively, of the securities offered for salelikewise adversely influenced by the Company. There is no assurance that we will raise the full $150,000 as anticipated. COVID-19 pandemic outbreak ..