FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as"may,""will,""expect,""believe,""anticipate,""estimate,""approximate" or "continue," or the negative thereof.

We intend that such forward-looking statements be subject to the safe harbors for such statements.

We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern.To evaluate this assumption, the section below with the title of "GOING CONCERN" should be reviewed carefully. In addition, NOTE - 1 to the Audited Financial Statements should also be reviewed carefully. Based on the assumption stated above, we have not included adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary if we are not able to continue in operation.

We generated net revenues of nil and $99,975 for the years ended April 30, 2018 and 2019 respectively. For the eight months ended December 31, 2019, the net revenues were $428,340. The significant rise in net revenues were mainly due to the increase in revenue deriving from consulting servicesrendered regarding consulting for marina construction and yacht brokerage.

For the year ended April 30, 2018, the net loss was $18,910, which comprised the profit of $7,035 for the discontinued operations. For the year ended April 30, 2019, the net profit was $26,113. For the eight months ended December 31, 2019, the net loss was $362,244. The main factor was the increase in the general and administrative expenses and the impairment loss on acquisition of a subsidiary.

Our general and administrative expenses for the years ended April 30, 2018 and 2019 were $25,945 and $66,921 respectively. For the eight months ended December 31, 2019, the general and administrative expenses of $448,792 were incurred.

The main reason

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for the increase in the general and administrative expenses was that the Company expanded its operations. General and administrative expenses were basically the corporate overhead, such as legal, accounting and office expenses.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2018, our total assets were $18,910, which consisted of $4,904 for the discontinued operations. As of April 30, 2019, the total assets were $181,519. As of December 31, 2019, the total assets were $851,699. The rise was mainly caused by the increased cash and cash equivalent.

Our total liabilities were $10,078 and $118,133 as of April 30, 2018 and 2019 respectively. As of December 31,2019, our total liabilities were $1,023,560.

The amounts due to the related parties generated most of the increase. The amount due to related parties is $617,180 which were the loan from Honetech Inc. and payable to Go Right Holdings Ltd. and Continental Development Corp.

The accumulated losses were $20,868 as of April 30, 2018, compared toApril 30, 2019, theaccumulated profits were $5,245. As of December 31, 2019, the accumulated losses were $344,788.

As of April 30, 2018 and 2019, the total shareholders' equity was $8,832 and $63,386 respectively. As of December 31, 2019, the shareholders' deficit was $287,966.

Cash Flows from Operating Activities

For the year ended April 30, 2018, the net cash used in operating activities was $17,464, which included the cash generated from the discontinued operations of $1,446. For the year ended April 30, 2019, the net cash generated from operating activities was $34,535. For the eight months ended December 31, 2019, the net cash generated from operating activities was $292,974. It was primarily caused by an increase in revenue.

Cash Flows from Investing Activities

For the years ended April 30, 2018 and 2019, the cash used in investing activities were $6,150 which wholly related to the discontinued operations and nil respectively. For the eight months ended December 31, 2019, the cash used in investing activities was $97,032. The increase was mainly due to the rise in the purchase of fixed assets and acquisition of a subsidiary.

Cash Flows from Financing Activities

For the year ended April 30, 2018, the net cash generated from financing activities was $33,050. For the year ended April 30, 2019, the net cash generated from financing activities was $121,978. For the eight months ended December 31, 2019, the net cash generated from financing activities was $185,252. It was primarily caused by a loan from Honetech Inc. or from its primary owner, Ms. Yu Cheng.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds, revenue from operations and one or more additional loans from Honetech Inc. or its primary owner, Ms. Yu Cheng. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments.

Based on our business plan, the management anticipates that there will beincreases in operating expenses and capital expenditures in: (i) developmental expenses associated with the business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock.

Additional financing may not be available upon acceptable terms,. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business opportunities.

Lack of additional investments would significantly and materially restrict our business operations. In addition, it could prevent VIVIC Corp. from being a going concern. It is important to review the sections below and discusses/considers this topic in more detail.

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MATERIAL COMMITMENTS

As of the date of this Amended Annual Report, we do not have any material commitments.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Amended Annual Report, there are no such arrangements.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





GOING CONCERN

The independent auditors' report, in the summary portion, expresses substantial doubt about our ability to continue as a going concern. In addition, NOTE - 1, which accompanies our financial statements, expresses substantial doubt about our ability to continue as a going concern. In addition, the independent auditor's opinion and report are based on, at least in significant part, on the Company's Amended Annual Report.

The financial statements have been prepared "assuming that we will continue as a going concern." That assumes we will be able to raise additional money from investors, effectively use our assets and satisfy our liabilities and commitments in the ordinary course of business. There is no assurance that we can do so.

For the period ended December 31, 2019, we have not established a recurring source of revenue to sufficiently cover our operating costs in the next twelve months. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement business and expansion plans.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary if we are not able to continue as a going concern.

Management believes that the current actions to obtain additional funding and implement our strategic plans provide the opportunity to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

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