Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 03, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-219148 | |
Entity Registrant Name | VIVIC CORP. | |
Entity Central Index Key | 0001703073 | |
Entity Tax Identification Number | 98-1353606 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 187 E Warm Spring Rd. | |
Entity Address, Address Line Two | PMB#B450 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89119 | |
City Area Code | 702 | |
Local Phone Number | 899-0818 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 25,401,942 | |
Preferred Stock | ||
Entity Common Stock, Shares Outstanding | 832,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 148,630 | $ 504,179 |
Accounts receivable | 16,006 | |
Deposits and prepayments | 481,565 | 77,213 |
Other receivables | 86,701 | 54,018 |
Total current assets | 732,902 | 635,410 |
Non-current assets: | ||
Property, plant and equipment, net | 246,246 | 246,275 |
Total Assets | 979,148 | 881,685 |
Current Liabilities | ||
Accounts payable | 41,835 | 12,473 |
Accrued liabilities and other payables | 817,162 | 100,720 |
Amounts from related parties | 247,401 | 523,465 |
Current portion of lease liability | 6,267 | 5,924 |
Income tax payable | 29,675 | 29,675 |
Total Current liabilities | 1,142,340 | 641,914 |
Non-current liabilities: | ||
Lease liability | 969 | 4,261 |
Promissory note | 87,500 | 87,500 |
Total Non-current liabilities | 88,469 | 91,761 |
Total Liabilities | 1,230,809 | 733,675 |
Commitments and contingencies | ||
Stockholder's Equity | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 832,000 and 832,000 shares issued and outstanding as of June 30, 2020 and December 31, 2020 | 832 | 832 |
Common stock, $0.001 par value; 70,000,000 shares authorized; 25,401,942 and 24,470,166 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 25,402 | 24,470 |
Common stock to be issued | 720,000 | |
Additional Paid-In Capital | 2,267,310 | 1,341,155 |
Accumulated other comprehensive loss | 14,681 | (2,240) |
Accumulated deficits | (2,999,310) | (1,300,505) |
Total Vivic Corp. shareholders' (deficit) equity | 28,915 | 63,712 |
Non-controlling interest | (280,576) | 84,298 |
Total Stockholders' (deficit) Equity | (251,661) | 148,010 |
Total Liabilities and stockholder's equity | $ 979,148 | $ 881,685 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 832,000 | 832,000 |
Preferred Stock, Shares Outstanding | 832,000 | 832,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Shares Issued | 25,401,942 | 24,470,166 |
Common Stock, Shares Outstanding | 25,401,942 | 24,470,166 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 99,821 | $ 42,741 | $ 119,015 | $ 154,618 |
Cost of revenue | (136,388) | 5,158 | (144,400) | |
Gross profit | (36,567) | 47,899 | (25,385) | 154,618 |
Operating expenses | ||||
General and administrative expenses | (353,480) | (358,394) | (633,336) | (534,741) |
Total operating expenses | (353,480) | (358,394) | (633,336) | (534,741) |
Loss from operations | (390,047) | (310,495) | (658,721) | (380,123) |
Other income (expense): | ||||
Impairment loss | (1,126,324) | |||
Interest income | 60 | 44 | 111 | 61 |
Interest expense | (302) | (350) | (1,339) | (740) |
Other (expense) income | (40) | 13,651 | 13,651 | |
Exchange gain, net | 366 | 366 | ||
Total other income (expense) | (282) | 13,711 | (1,127,552) | 13,338 |
Income (loss) before income taxes | (390,329) | (296,784) | (1,786,273) | (366,785) |
Income tax expense | 9,329 | |||
NET INCOME (LOSS) | (390,329) | (287,455) | (1,786,273) | (366,785) |
Net loss attributable to non-controlling interest | (57,453) | (7,320) | (87,468) | (13,785) |
Net (loss) income attributable to Vivic Corp. | (332,876) | (280,135) | (1,698,805) | (353,000) |
Other comprehensive loss: | ||||
Foreign currency translation loss | (249) | (7,746) | 16,921 | (3,057) |
COMPREHENSIVE (LOSS) INCOME | $ (333,125) | $ (287,881) | $ (1,681,884) | $ (356,057) |
Net income (loss) per share - Basic and Diluted | $ (0.02) | $ (0.01) | $ (0.07) | $ (0.01) |
Weighted average common shares outstanding - Basic and Diluted | 25,288,792 | 31,793,138 | 24,947,162 | 32,078,169 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from Operating Activities | ||
Net loss | $ (1,786,273) | $ (366,785) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation of property, plant and equipment | 20,915 | 18,489 |
Impairment of goodwill | 1,126,324 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (16,006) | (34,000) |
Deposits and prepayments | (320,130) | (64,749) |
Other receivable | (62,796) | (10,613) |
Accounts payable | 25,741 | 709 |
Deferred revenue | (20,335) | |
Accrued liabilities and other payable | 33,916 | (204,292) |
Income tax payable | (9,031) | |
Net cash used in operating activities | (978,309) | (690,607) |
Cash flows from investing activities: | ||
Cash from acquisition of a subsidiary | 5,203 | |
Payment to acquire property, plant and equipment | (18,169) | |
Net cash used in investing activities | (12,966) | |
Cash flows from Financing Activities | ||
(Repayment to) advances from related parties | (276,064) | 348,287 |
Proceeds from issuance of common and preferred stocks | 927,087 | |
Repayment of lease liability | (3,064) | (2,511) |
Net cash provided in financing activities | 647,959 | 345,776 |
Effect on exchange rate change on cash and cash equivalents | (12,233) | (2,340) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (355,549) | (347,171) |
BEGINNING OF PERIOD/YEAR | 504,179 | 562,503 |
END OF PERIOD/YEAR | 148,630 | 215,332 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest | 1,339 | 740 |
Income Taxes | 9,031 | |
Supplemental Disclosure of Non Cash Flows Information: | ||
Conversion of debt to common stock to be issued | $ 720,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Unaudited) - USD ($) | Preferred Stock | Common Stock | Common Stock to be Issued | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2019 | $ 832 | $ 32,363 | $ 24,946 | $ (1,319) | $ (344,788) | $ 116,105 | $ (171,861) | |
Beginning Balance, Shares at Dec. 31, 2019 | 832,000 | 32,363,200 | ||||||
Cancellation of shares | $ (19,512) | 19,512 | ||||||
Cancellation of shares, shares | (19,512,441) | |||||||
Acquisition of a subsidiary | ||||||||
Foreign currency translation adjustment | (3,057) | (3,057) | ||||||
Net Income (loss) | (353,000) | (13,785) | (366,785) | |||||
Ending Balance at Jun. 30, 2020 | $ 832 | $ 12,851 | 44,458 | (4,376) | (697,788) | 102,320 | (541,703) | |
Ending Balance, Shares at Jun. 30, 2020 | 832,000 | 12,850,759 | ||||||
Beginning Balance at Mar. 31, 2020 | $ 832 | $ 32,363 | 24,946 | 3,370 | (417,653) | 109,640 | (246,502) | |
Beginning Balance, Shares at Mar. 31, 2020 | 832,000 | 32,363,200 | ||||||
Cancellation of shares | $ (19,512) | 19,512 | ||||||
Cancellation of shares, shares | (19,512,441) | |||||||
Foreign currency translation adjustment | (7,746) | (7,746) | ||||||
Net Income (loss) | (280,135) | (7,320) | (287,455) | |||||
Ending Balance at Jun. 30, 2020 | $ 832 | $ 12,851 | 44,458 | (4,376) | (697,788) | 102,320 | (541,703) | |
Ending Balance, Shares at Jun. 30, 2020 | 832,000 | 12,850,759 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 832 | $ 24,470 | 1,341,155 | (2,240) | (1,300,505) | 84,298 | 148,010 | |
Beginning Balance, Shares at Dec. 31, 2020 | 832,000 | 24,470,166 | ||||||
Shares issued for loan repayment | $ 932 | 926,155 | 927,087 | |||||
Shares issued for loan repayment, shares | 931,776 | |||||||
Acquisition of a subsidiary | $ 720,000 | (277,406) | 442,594 | |||||
Acquisition of a subsidiary, shares | 300,000 | |||||||
Foreign currency translation adjustment | 16,921 | 16,921 | ||||||
Net Income (loss) | (1,698,805) | (87,468) | (1,786,273) | |||||
Ending Balance at Jun. 30, 2021 | $ 832 | $ 25,402 | $ 720,000 | 2,267,310 | 14,681 | (2,999,310) | (280,576) | (251,661) |
Ending Balance, Shares at Jun. 30, 2021 | 832,000 | 25,401,942 | 300,000 | |||||
Beginning Balance at Mar. 31, 2021 | $ 832 | $ 24,939 | $ 720,000 | 1,804,885 | 14,930 | (2,666,434) | (223,123) | (323,971) |
Beginning Balance, Shares at Mar. 31, 2021 | 832,000 | 24,939,054 | 300,000 | |||||
Shares issued for loan repayment | $ 463 | 462,425 | 462,888 | |||||
Shares issued for loan repayment, shares | 462,888 | |||||||
Foreign currency translation adjustment | (249) | (249) | ||||||
Net Income (loss) | (332,876) | (57,453) | (390,329) | |||||
Ending Balance at Jun. 30, 2021 | $ 832 | $ 25,402 | $ 720,000 | $ 2,267,310 | $ 14,681 | $ (2,999,310) | $ (280,576) | $ (251,661) |
Ending Balance, Shares at Jun. 30, 2021 | 832,000 | 25,401,942 | 300,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE - 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the consolidated balance sheet as of December 31, 2020 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2021 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE - 2 ORGANIZATION AND BUSINESS BACKGROUND VIVIC CORP. (the "Company" or “VIVC”) is a corporation established under the corporation laws in the State of Nevada on February 16, 2017. Starting December 27, 2018, associated with the change of management, we expanded our business operations to include new types of marine tourism. In addition, the Company started making efforts to enter into the businesses of constructing marinas and constructing yachts in the mainland China under the brand of Monte Fino. Monte Fino is a famous yacht brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world. The Company has also developed and operates “Joy Wave”( 享浪 ) , an online yacht rental and leisure service business in Guangzhou, China. In the mainland China and Taiwan, primarily through the Internet, we provide third-party yacht and marine tourism services. This marine tourism involves high quality coastal tourism attractions in Taiwan and China including Hainan, Guangdong, Xiamen, and Quanzhou. In the field of marine tourism, the number of yachts that can be rented has been increased through a yacht-sharing program system, which can provide services for more customers. The Company also started to develop energy-saving yacht engines. Because it has advanced technology, it can achieve up to 50% energy efficiency. This energy-saving and innovative technology may be applied to new energy-saving engines for yachts. This innovative technology may bring favorable changes to the yachting industry and promote a low-carbon tourism for global environmental protection. On January 3, 2021, the Company entered into a Joint Venture and Cooperation Agreement to acquire 60% of Shenzhen Ocean Way Yachts Services Co., Ltd and its subsidiaries. On May 11, 2021, the Company’s subsidiary namely Guangzhou Khashing Yacht Company Limited ceased its operation and de-registered. On July 13, 2021, the Company’s subsidiary namely Shenzhen Cheng Tou Yacht Development Co., Ltd ceased its operation and de-registered. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Vivic Corporation (Hong Kong) Co., Limited Hong Kong Investment holding and tourism consultancy service 52,000,000 ordinary shares for HK$2,159,440 75% Vivic Corporation (Fujian) Co., Limited The People’s Republic of China Tourism consultancy service Registered: RMB 10,000,000 Paid up: RMB0 75% Khashing Yachts Industry (Guangdong) Limited (formerly Guangzhou Monte Fino Yacht Company Limited) The People’s Republic of China Tourism consultancy service and provision of yacht service Registered: RMB10,000,000 Paid up: RMB4,236,132 100% Guangzhou Hysoul Yacht Company Limited The People’s Republic of China Provision of yacht service Registered: RMB10,000,000 Paid up: RMB795,000 (2020: RMB550,000) 100% Zhejiang Jiaxu Yacht Company Limited The People’s Republic of China Provision of yacht service Registered: RMB30,000,000 Paid up: RMB1,030,000 70% Khashing Yachts Industry (Hainan) Limited The People’s Republic of China Tourism consultancy service and provision of yacht service Registered: USD10,000,000 Paid up: USD0 60% Shenzhen Ocean Way Yachts Services Co., Ltd. The People’s Republic of China Tourism consultancy service and provision of advertising service Registered: RMB2,500,000 Paid up: RMB1,780,000 60% Shenzhen LANBO Yacht Co., Ltd The People’s Republic of China Provision of internet technology development service Registered: RMB100,000 Paid up: RMB100,000 39% Jiahai Yacht (Hainan) Co., Ltd The People’s Republic of China Provision of yacht service Registered: RMB10,000,000 Paid up: RMB1,000 59% Shenzhen Cheng Tou Yacht Development Co., Ltd The People’s Republic of China Provision of yacht service Registered: RMB5,000,000 Paid up: RMB0 12% VIVC and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE - 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. l Use of estimates In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. l Risks and Uncertainties (1) The Company’s auditors have issued a going concern opinion. This means that there is substantial doubt that the Company can continue as an ongoing business for the next twelve months if the Company does not generate more revenues or obtain more funds for its business operations. There is no assurance that the Company can generate more revenues or obtain more investments. (2) The Company faces strong competition from well-established companies and small independent companies. The Company will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide its services and products to customers. The Company’s opportunity to obtain customers may be limited by its financial resources and other assets. (3) The Company relies 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. Also, due to the nature of its business, the Company may be subject to liability claims arising out of accidents or disasters causing injury to its customers, including claims for serious personal injury or death. There can be no assurance that the Company will be able to obtain sufficient insurance coverage at acceptable premium levels in the future. Successful assertion against one or a series of large uninsured claims, or of one or a series of claims exceeding our insurance, could adversely affect its business, financial condition and results of operations. (4) The Company has 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 obtained timely. (5) The Company is unable to afford establishing an audit committee due to limited operations and lack of revenue. (6) As a Nevada corporation, the Company plans 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. (7) The Company has not used a private placement memorandum, a registered stock offering or any other type of formal disclosure connected with prior sales of securities. Therefore, there is risk that investors might seek to reverse prior purchase transactions and ask for a return of their money. l Basis of consolidation The condensed consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. l Cash and cash equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. l Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2020, there was no allowance for doubtful accounts. l Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service yacht 10 years Motor vehicle 5 years Office equipment 5 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. l Revenue recognition Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the sale and rendering of yacht services and recognizes in full upon completion of delivery to the receiver’s location or services to the customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. l Comprehensive income ASC Topic 220, “ Comprehensive Income l Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities. l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in PRC and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”) and Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the period ended June 30, 2021 and year ended December 31, 2020: June 30, 2021 December 31, 2020 Period/year-end RMB:US$ exchange rate 6.4549 6.5276 Period/annual average RMB:US$ exchange rate 6.4697 6.9001 Period/year-end HK$:US$ exchange rate 7.7512 7.7525 Period/annual average HK$:US$ exchange rate 7.7610 7.7557 Period/year-end TWD:US$ exchange rate 27.8808 28.0772 Period/annual average TWD:US$ exchange rate 28.0113 29.4418 l Lease At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. l Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. l Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share l Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. l Concentrations and credit risk The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. l Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 : ● Level 3 Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. l Recent accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments - Credit Losses Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments inancial Instruments - Credit Losses (Topic 326): Targeted Transition Relief Codification Improvements to Topic 326, Financial Instruments - Credit Losses Financial Instruments - Credit Losses In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-03, “ Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU No 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
GOING CONCERN UNCERTAINTY | NOTE - 4 GOING CONCERN UNCERTAINTIES The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered from net loss of $1,786,273 during the six months ended June 30, 2021. Also, at June 30, 2021, the Company has incurred the accumulated deficits of $2,999,310 and working capital deficit of $409,438. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE - 5 BUSINESS COMBINATION On January 3, 2021, the Company acquired 60% of the equity ownership of Shenzhen Ocean Way Yachts Services Co., Limited including all of its Subsidiaries (collectively “Ocean Way Group”) (the “Acquisition”) under the Share Transfer and Investment Agreement (“Agreement”) entered in January 3, 2021 between Guangdong Khashing, Ocean Way and Zhuang Shaorong, its 100% shareholder (“Transferor”). Under the Agreement, Transferor shall transfer to the Company 60% of the total ownership of Ocean Way in exchange for our 300,000 shares of common stock based on the current market price of $2.40 per share at grant date, approximately $720,000, and the shares will be delivered to the Transferor in three consecutive annual tranches, 100,000 shares each tranche. In addition, the Company shall pay USD18,301 (equivalent to RMB 120,000) per month to Ocean Way as additional working capital for three consecutive years following the transfer of the equity ownership (“Working Capital Investment”). If Ocean Way generates profits in consecutive six months, the Company may cease to pay the additional working capital. At the conclusion of the three years, Ocean Way will carry out an appraisal of its total valuation (“Anticipated Valuation”) and in the event that the portion of the Anticipated Valuation attributed to Guangdong Khashing exceeds the Working Capital Investment, Guangdong Khashing shall pay the difference to the Transferor. The purchase price allocation resulted in $1,126,324 of goodwill, as below: Acquired assets: US$ Cash and cash equivalents $ 5,203 Prepayments 84,222 Plant and equipment 313 89,738 Less: Assumed liabilities Accounts payable (10,308) Accrued liabilities and other payables (743,498) (753,806) Fair value of net assets acquired (664,068) Non-controlling interest 277,406 Exchange difference (19,662) Goodwill recorded 1,126,324 Cash consideration allocated $ 720,000 The Acquisition was accounted for as a business combination in accordance with ASC 805 “ Business Combinations The goodwill is fully impaired during the period ended June 30, 2021, based on the management’s estimate. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE - 6 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: June 30, 2021 December 31, 2020 (Audited) At cost: Service yacht $ 382,688 $ 378,421 Motor vehicle 19,605 19,386 Office equipment 21,109 2,921 423,402 400,728 Less: accumulated depreciation (177,156) (154,453) $ 246,246 $ 246,275 Depreciation expense for the three months ended June 30, 2021 and 2020 were $10,779 and $9,195, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 were $20,915 and $18,489, respectively. |
DEPOSITS AND PREPAYMENTS
DEPOSITS AND PREPAYMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
DEPOSITS AND PREPAYMENTS | NOTE - 7 DEPOSITS AND PREPAYMENTS Deposits and prepayments consisted of the following: June 30, 2021 December 31, 2020 (Audited) Deposits $ 35,925 $ 77,213 Prepayments (a) 445,640 - $ 481,565 $ 77,213 (a) The amount will be recognized as expenses in the next twelve months. |
ACCRUED LIABILITIES AND OTHER P
ACCRUED LIABILITIES AND OTHER PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLE | NOTE - 8 ACCRUED LIABILITIES AND OTHER PAYABLE Accrued expenses and other payable consisted of the following: June 30, 2021 December 31, 2020 (Audited) Accrued expenses $ 11,734 $ 30,343 Receipt in advance 7,658 - Other payable (a) 797,770 70,377 $ 817,162 $ 100,720 (a) The amount will be settled in the next twelve months. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
AMOUNTS DUE TO RELATED PARTIES | NOTE - 9 AMOUNTS DUE TO RELATED PARTIES The amounts represented temporary advances to the Company by the shareholders of the Company, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interests from related parties’ loan are not significant. |
LEASE LIABILITY
LEASE LIABILITY | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LEASE LIABILITY | NOTE - 10 LEASE LIABILITY The Company purchased a service vehicle under a financing lease arrangement with the effective interest rate of 2.25% per annum, due through August 30, 2022, with principal and interest payable monthly. The lease liability is as follows: Right of use assets and Lease liability – right of use are as follows: June 30, 2021 December 31, 2020 (Audited) Right of use assets $ 7,236 $ 10,185 Current portion $ 6,267 $ 5,924 Non-current portion 969 4,261 Total $ 7,236 $ 10,185 The lease liability – right of use is as follows: June 30, 2021 December 31, 2020 (Audited) Current portion $ 6,267 $ 5,924 Non-current portion 969 4,261 Total $ 7,236 $ 10,185 As of June 30, 2021, the maturities of the lease liability – right of use which have initial or remaining lease terms in excess of one year consist of the following: Year ending June 30: 2022 $ 7,111 2023 919 Total: $ 8,030 |
PROMISSORY NOTE
PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE | NOTE - 11 PROMISSORY NOTE Promissory note represented the U.S. Small Business Administration, an Agency of the U.S. Government authorized a loan to the Company which bears interest at the rate of 3.75% per annum and will become repayable within 30 years, from the date of drawdown. This loan is secured by all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, (d) chattel paper, (e) receivables, (h) deposit accounts, (i) commercial tort claims and (j) general intangibles. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE - 12 INCOME TAXES The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows: United States of America VIVC is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. For the period ended June 30, 2021 and 2020, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2021 and December 31, 2020, the Company has accrued penalties on uncertain tax positions amounting to $25,000 and $25,000, respectively, The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes for the six months ended June 30, 2021 and 2020 are as follows: Six months ended June 30, 2021 2020 Loss before income taxes $ (75,382) $ (181,230) Statutory income tax rate 21% 21% Income tax expense at statutory rate (15,830) (38,058) Tax effect of allowance 15,830 38,058 Income tax expense $ - $ - Taiwan The Company’s Taiwan branch operating in Taiwan is subject to the Taiwan Profits Tax at the income tax rates ranging from 20% on the assessable income arising in Taiwan during its tax year. The operation in Taiwan incurred an operating loss and there is no provision for income tax for the six months ended June 30, 2021 and 2020. Hong Kong The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the tax rates ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. The operation in Hong Kong incurred an operating loss and there is no provision for income tax for the six months ended June 30, 2021 and 2020. The People’s Republic of China The Company’s subsidiary operating in The People’s Republic of China (“PRC) is subject to the PRC Income Tax at the unified rate of 25% on the assessable income arising in PRC during its tax year. The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes for the six months ended June 30, 2021 and 2020 are as follows: Six months ended June 30, 2021 2020 Loss before income taxes $ (1,627,183) $ (88,105) Statutory income tax rate 25% 25% Income tax expense at statutory rate (406,796) (22,026) Net operating loss 406,796 22,026 Income tax expense $ - $ - The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2021 and December 31, 2020: June 30, 2020 December 31, 2019 (Unaudited) (Audited) Deferred tax assets on Net operating loss carryforwards: - United States $ 15,830 $ 106,222 - Taiwan 7,439 28,004 - Hong Kong 7,674 11,691 - PRC 406,796 61,467 - 437,739 207,384 Less: valuation allowance (437,739) (207,384) Deferred tax assets, net $ - $ - As of June 30, 2021, the operations in incurred $1,786,273 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards. The Company has provided for a full valuation allowance against the deferred tax assets of $437,739 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' (DEFICIT) EQUITY | NOTE - 13 SHAREHOLDERS’ DEFICIT Authorized Shares The Company’s authorized shares are 5,000,000 preferred shares and 70,000,000 common shares with a par value of $0.001 per share. Preferred Shares As of June 30, 2021 and December 31, 2020, the Company had a total of 832,000 and 832,000 shares of its preferred stock issued and outstanding, respectively. Common Shares On March 5, 2021, the Company converted a debt in the amount of $464,199 (equivalent to RMB3,000,000) (“Debt”), which was owed to Yufei Zeng, into shares of common stock, at the conversion price of $0.99 per share and issued 468,888 shares of common stock to Yufei Zeng accordingly. On April 23, 2021, the Company converted a debt in the amount of $462,888 (equivalent to RMB3,006,111) (“Debt”), which was owed to Shunji Kuang, into shares of common stock, at the conversion price of $1 per share and issued 462,888 shares of common stock to Shunji Kuang accordingly. As of June 30, 2021 and December 31, 2020, the Company had a total of 25,401,942 and 24,470,166 shares of its common stock issued and outstanding, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE - 14 RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. The Company paid $9,000 and $18,000 consulting fee to Honetech Inc., its controlling shareholder during the six months ended June 30, 2021 and 2020, respectively. The Company paid $0 and $30,000 consulting fee to Continental Development Corporation., its related party during the six months ended June 30, 2021 and 2020, respectively. The Company paid $46,003 and $200,000 consulting fee to Go Right Holdings Limited., its related party during the six months ended June 30, 2021 and 2020, respectively. The Company paid $74,680 and $55,812 salaries to certain shareholders during the six months ended June 30, 2021 and 2020, respectively. Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE - 15 COMMITMENTS AND CONTINGENCIES As of June 30, 2021, the Company has no material commitments and contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE - 16 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | l Use of estimates In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Risks and uncertainties | l Risks and Uncertainties (1) The Company’s auditors have issued a going concern opinion. This means that there is substantial doubt that the Company can continue as an ongoing business for the next twelve months if the Company does not generate more revenues or obtain more funds for its business operations. There is no assurance that the Company can generate more revenues or obtain more investments. (2) The Company faces strong competition from well-established companies and small independent companies. The Company will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide its services and products to customers. The Company’s opportunity to obtain customers may be limited by its financial resources and other assets. (3) The Company relies 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. Also, due to the nature of its business, the Company may be subject to liability claims arising out of accidents or disasters causing injury to its customers, including claims for serious personal injury or death. There can be no assurance that the Company will be able to obtain sufficient insurance coverage at acceptable premium levels in the future. Successful assertion against one or a series of large uninsured claims, or of one or a series of claims exceeding our insurance, could adversely affect its business, financial condition and results of operations. (4) The Company has 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 obtained timely. (5) The Company is unable to afford establishing an audit committee due to limited operations and lack of revenue. (6) As a Nevada corporation, the Company plans 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. (7) The Company has not used a private placement memorandum, a registered stock offering or any other type of formal disclosure connected with prior sales of securities. Therefore, there is risk that investors might seek to reverse prior purchase transactions and ask for a return of their money. |
Basis of Consolidation | l Basis of consolidation The condensed consolidated financial statements include the financial statements of VIVC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Cash and Cash Equivalents | l Cash and cash equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Accounts receivable | l Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2020, there was no allowance for doubtful accounts. |
Property, plant and equipment | l Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service yacht 10 years Motor vehicle 5 years Office equipment 5 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Revenue Recognition | l Revenue recognition Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the sale and rendering of yacht services and recognizes in full upon completion of delivery to the receiver’s location or services to the customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. |
Comprehensive income | l Comprehensive income ASC Topic 220, “ Comprehensive Income |
Income Taxes | l Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities. |
Foreign currencies translation | l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in PRC and Hong Kong maintain their books and record in their local currency, Renminbi (“RMB”) and Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the period ended June 30, 2021 and year ended December 31, 2020: June 30, 2021 December 31, 2020 Period/year-end RMB:US$ exchange rate 6.4549 6.5276 Period/annual average RMB:US$ exchange rate 6.4697 6.9001 Period/year-end HK$:US$ exchange rate 7.7512 7.7525 Period/annual average HK$:US$ exchange rate 7.7610 7.7557 Period/year-end TWD:US$ exchange rate 27.8808 28.0772 Period/annual average TWD:US$ exchange rate 28.0113 29.4418 |
Leases | l Lease At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. |
Noncontrolling interest | l Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. |
Net loss per share | l Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share |
Related parties | l Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentrations and Credit Risk | l Concentrations and credit risk The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents, including amounts held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however, the Company’s domestic cash deposits may at times exceed the Federal Deposit Insurance Corporation’s insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | l Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 : ● Level 3 Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Recent accounting pronouncements | l Recent accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments - Credit Losses Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments inancial Instruments - Credit Losses (Topic 326): Targeted Transition Relief Codification Improvements to Topic 326, Financial Instruments - Credit Losses Financial Instruments - Credit Losses In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-03, “ Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU No 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Useful life of Assets | Expected useful life Service yacht 10 years Motor vehicle 5 years Office equipment 5 years |
Schedule of Foreign Currency Translations | Translation of amounts from RMB and HK$ into US$ has been made at the following exchange rates for the period ended June 30, 2021 and year ended December 31, 2020: June 30, 2021 December 31, 2020 Period/year-end RMB:US$ exchange rate 6.4549 6.5276 Period/annual average RMB:US$ exchange rate 6.4697 6.9001 Period/year-end HK$:US$ exchange rate 7.7512 7.7525 Period/annual average HK$:US$ exchange rate 7.7610 7.7557 Period/year-end TWD:US$ exchange rate 27.8808 28.0772 Period/annual average TWD:US$ exchange rate 28.0113 29.4418 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment consisted of the following: June 30, 2021 December 31, 2020 (Audited) At cost: Service yacht $ 382,688 $ 378,421 Motor vehicle 19,605 19,386 Office equipment 21,109 2,921 423,402 400,728 Less: accumulated depreciation (177,156) (154,453) $ 246,246 $ 246,275 |
LEASE LIABILITY (Tables)
LEASE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Lease Liability | Right of use assets and Lease liability – right of use are as follows: June 30, 2021 December 31, 2020 (Audited) Right of use assets $ 7,236 $ 10,185 Current portion $ 6,267 $ 5,924 Non-current portion 969 4,261 Total $ 7,236 $ 10,185 The lease liability – right of use is as follows: June 30, 2021 December 31, 2020 (Audited) Current portion $ 6,267 $ 5,924 Non-current portion 969 4,261 Total $ 7,236 $ 10,185 |
Schedule of Maturities of Lease Liability | As of June 30, 2021, the maturities of the lease liability – right of use which have initial or remaining lease terms in excess of one year consist of the following: Year ending June 30: 2022 $ 7,111 2023 919 Total: $ 8,030 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Rate of Income Tax | United States of America The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes for the six months ended June 30, 2021 and 2020 are as follows: Six months ended June 30, 2021 2020 Loss before income taxes $ (75,382) $ (181,230) Statutory income tax rate 21% 21% Income tax expense at statutory rate (15,830) (38,058) Tax effect of allowance 15,830 38,058 Income tax expense $ - $ - The People’s Republic of China The reconciliation of income tax rate to the effective income tax rate based on loss before income taxes for the six months ended June 30, 2021 and 2020 are as follows: Six months ended June 30, 2021 2020 Loss before income taxes $ (1,627,183) $ (88,105) Statutory income tax rate 25% 25% Income tax expense at statutory rate (406,796) (22,026) Net operating loss 406,796 22,026 Income tax expense $ - $ - |
Schedule of Deferred Income Taxes Assets and Liabilities | The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2021 and December 31, 2020: June 30, 2020 December 31, 2019 (Unaudited) (Audited) Deferred tax assets on Net operating loss carryforwards: - United States $ 15,830 $ 106,222 - Taiwan 7,439 28,004 - Hong Kong 7,674 11,691 - PRC 406,796 61,467 - 437,739 207,384 Less: valuation allowance (437,739) (207,384) Deferred tax assets, net $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Service Yacht | |
Useful Life of Assets | 10 years |
Motor Vehicle | |
Useful Life of Assets | 5 years |
Office Equipment | |
Useful Life of Assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Jun. 30, 2021 | Dec. 31, 2020 |
Period-End RMB:US Exchange Rate [Member] | ||
Exchange Rate | 6.4549 | 6.5276 |
Period-Average RMB:US Exchange Rate [Member] | ||
Exchange Rate | 6.4697 | 6.9001 |
Period-End HK:US Exchange Rate [Member] | ||
Exchange Rate | 7.7512 | 7.7525 |
Period-Average HK:US Exchange Rate [Member] | ||
Exchange Rate | 7.7610 | 7.7557 |
Period-End TWD:US Exchange Rate [Member] | ||
Exchange Rate | 27.8808 | 28.0772 |
Period-Average TWD:US Exchange Rate [Member] | ||
Exchange Rate | 28.0113 | 29.4418 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Going Concern Uncertainties | |||||
Net Loss | $ 390,329 | $ 287,455 | $ 1,786,273 | $ 366,785 | |
Accumulated Deficit | $ 2,999,310 | 2,999,310 | $ 1,300,505 | ||
Working Capital Deficit | $ 409,438 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant and Equipment, Gross | $ 423,402 | $ 400,728 |
Less: Accumulated Depreciation | (177,156) | (154,453) |
Property Plant and Equipment, Net | 246,246 | 246,275 |
Service Yacht | ||
Property Plant and Equipment, Gross | 382,688 | 378,421 |
Motor Vehicle | ||
Property Plant and Equipment, Gross | 19,605 | 19,386 |
Buggy and Computer Equipment | ||
Property Plant and Equipment, Gross | $ 21,109 | $ 2,921 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation Expense | $ 10,779 | $ 9,195 | $ 20,915 | $ 18,489 |
DEPOSITS AND PREPAYMENTS (Detai
DEPOSITS AND PREPAYMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deposits And Prepayments | ||
Deposits | $ 35,925 | $ 77,213 |
Prepayments | 445,640 | |
Total | $ 481,565 | $ 77,213 |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER PAYABLE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Payable | ||
Accrued expenses | $ 11,734 | $ 30,343 |
Receipt in advance | 7,658 | |
Other payable | 797,770 | 70,377 |
Accrued liabilities and other payable | $ 817,162 | $ 100,720 |
LEASE LIABILITY (Details)
LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Right of use assets | $ 7,236 | $ 10,185 |
Current portion | 6,267 | 5,924 |
Non-current portion | 969 | 4,261 |
Total | $ 8,030 | $ 10,185 |
LEASE LIABILITY (Details 2)
LEASE LIABILITY (Details 2) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 7,111 | |
2023 | 919 | |
Total | $ 8,030 | $ 10,185 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income before income taxes | $ (390,329) | $ (296,784) | $ (1,786,273) | $ (366,785) | |
Net operating loss | 437,739 | 437,739 | $ 207,384 | ||
Income tax expense | $ (9,329) | ||||
United States of America | |||||
Income before income taxes | $ (75,382) | $ (181,230) | |||
Statutory income tax rate | 21.00% | 21.00% | |||
Income tax expense at statutory rate | $ (15,830) | $ (38,058) | |||
Tax effect of allowance | 15,830 | $ 38,058 | |||
Net operating loss | 15,830 | $ 15,830 | 106,222 | ||
Taiwan | |||||
Statutory income tax rate | 20.00% | 20.00% | |||
Net operating loss | 7,439 | $ 7,439 | 28,004 | ||
Hong Kong | |||||
Statutory income tax rate | 8.25% | 16.50% | |||
Net operating loss | 7,674 | $ 7,674 | 11,691 | ||
The People's Republic of China | |||||
Income before income taxes | $ (1,627,183) | $ (88,105) | |||
Statutory income tax rate | 25.00% | 25.00% | |||
Income tax expense at statutory rate | $ (406,796) | $ (22,026) | |||
Tax effect of allowance | 406,796 | 22,026 | |||
Net operating loss | $ 406,796 | 406,796 | $ 61,467 | ||
Income tax expense |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 437,739 | $ 207,384 |
Less: valuation allowance | (437,739) | (207,384) |
Deferred tax assets, net | ||
United States of America | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 15,830 | 106,222 |
Taiwan | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 7,439 | 28,004 |
Hong Kong | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 7,674 | 11,691 |
The People's Republic of China | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $ 406,796 | $ 61,467 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 832,000 | 832,000 |
Preferred Stock, Shares Outstanding | 832,000 | 832,000 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Outstanding | 25,401,942 | 24,470,166 |
Common Stock, Shares Issued | 25,401,942 | 24,470,166 |