UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT NO. 2

FORM 10-K



|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | 
|- | ---------------------------------------------------- | 
|  | SECURITIES EXCHANGE ACT OF 1934                      | 



For the fiscal year ended March 31, 2019



OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | 
|- | -------------------------------------------------------- | 
|  | SECURITIES EXCHANGE ACT OF 1934                          | 





Commission file number: 000-54761





NOBLE VICI GROUP, INC.

(Exact name of registrant as specified in
its charter)



|DELAWARE                                                                             | 42-1772663         
|------------------------------------------------------------------------------------ | -------------------
|(State or other jurisdiction of                                                      | (I.R.S. Employer   
|incorporation or organization)                                                       | Identification No.)
|                                                                                     |                    
|1 Raffles Place, #33-02
        One Raffles Place Tower One
        Singapore 048616
|(Address of principal executive offices and zip code)                               





Registrant’s telephone number, including
area code: + 65 6491 7998





Securities registered pursuant to Section
12(b) of the Act: None

Securities registered pursuant to Section
12(g) of the Act:



Common Stock, $0.0001 par value

Title of each class



Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
No ☒



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes ☒
No ☐



Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

Yes ☒
No ☐



Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an Emerging growth company. See the definitions of “large accelerated filer”,
“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ☐ |                             | Accelerated filer ☐
|------------------------- | --------------------------- | -------------------
|                          |                             |                    
|Non-accelerated filer ☐   | Smaller reporting company ☒
|                          |                             |                    
|Emerging growth company ☐ |                            



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 13(a) of the Exchange Act. ☐



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒



Indicate the number
of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



|Common Stock                             |  | Outstanding at July 10, 2019
|---------------------------------------- |  | ----------------------------
|Common Stock, $.0001 par value per share |  | 210,704,160 shares          



The aggregate market
value of the 66,204,372 shares of Common Stock of the registrant held by non-affiliates on March 31, 2019, the last business day
of the registrant’s second quarter, computed by reference to the price at which such stock was last sold is $0.



DOCUMENTS INCORPORATED BY REFERENCE:
None















EXPLANATORY NOTE





This Amendment No.
2 to the Company’s Form 10-K (the “Amendment”) amends the Annual Report of Noble Vici Group, Inc. on Form 10-K
for the fiscal year ended March 31, 2019 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the
“Commission”) on July 15, 2019, as amended by Amendment No. 1 to Annual Report on Form 10-K filed with the Commission
on July 15, 2019, and is being filed to amend and restate the section entitled “Results of Operations; Net Revenue”
in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and amend and restate the
Report of the Independent Registered Public Accounting Firm included in Item 8. Financial Statements and Supplementary Data of
the Form 10-K. Except as set forth above, no other changes to Item 8. Financial Statements and Supplementary Data were made.



This Amendment includes
new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002 as exhibits 31.1 and 32. hereto.



Except as expressly
set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of
the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.









1







ITEM
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.



Results of Operations



Comparison of the year ended March 31,
2019 and March 31, 2018



Net Revenue.
We generated net revenue of $8,626,718 and $3,623,980 for the year ended March 31, 2019 and 2018, respectively. For the fiscal
year ended March 31, 2018, 94% of our net revenue were attributable to sales of our Cordyceps and Cerfrion products with Cordyceps
and Cerfrion accounting for approximately 62% and 32% of net revenue respectively. The balance of net revenues consisted of sales
of mobile games and commission incentive, subscription income, service fee income and new membership proceeds. For the year ended
March 31, 2019, 15% of our net revenue were attributable to sales of our Cerfrion and Cordyceps. Sales from V-More ecommerce in
Malaysia and Indonesia contributed 55% and 13% to our net revenue respectively. The balance of net revenues consisted of mainly
of administrative charges and service income.



In the near future,
we expect to shift our focus from sales of Cerfrion and Cordyceps to enhancing our cross border sales channels via our V-More platform.
We expect our V-more platform to account for an increasing share of our future revenues in the future.



For the year ended
March 31, 2019 and 2018, the following geographic regions accounted for 10% or more of our total net revenues:



|Country              |  | March 31, 2019 |      |  | March 31, 2018 | 
|-------------------- |  | -------------- | ---- |  | -------------- | 
|Singapore            |  |                | 11%  |  |                | 
|Malaysia             |  |                | 55%  |  |                | 
|Indonesia            |  |                | 13%  |  |                | 
|Greater China Region |  |                | 15%  |  |                | 
|Rest of the World    |  |                | 6%   |  |                | 
|Total                |  |                | 100% |  |                | 



For the year ended
March 31, 2019 and 2018, no customers accounted for 10% or more of our total net revenues.



Major Vendors.



|         |  | Year Ended March 31, 2019 |        
|-------- |  | ------------------------- | -------
|Vendors  |  | Purchase                  |        
|Vendor B |  | $                         | 385,955
|         |  |                           |        



For the year ended
March 31, 2019, this is one single vendor representing more than 10% of the Company’s purchase. This vendor (Vendor B) accounted
for 15% of the Company’s purchase amounting to $385,955 with $0 of accounts payable.



|         |  | Year Ended March 31, 2018 |        
|-------- |  | ------------------------- | -------
|Vendors  |  | Purchase                  |        
|Vendor B |  | $                         | 378,136
|         |  |                           |        



For the year ended
March 31, 2018, there is one single vendor (Vendor B) representing more than 10% of the Company’s purchase. This vendor (Vendor
B) accounted for 45% of the Company’s purchase amounting to $378,136, with $109,478 of accounts payable.









2











REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To The Stockholders and Board of Directors and of

NOBLE VICI GROUP, INC.



Opinion on the Consolidated Financial
Statements



We have audited the accompanying consolidated
balance sheets of Noble Vici Group, Inc. and Subsidiaries (the “Company”) as of March 31, 2019 and 2018, the related
consolidated statements of operations and comprehensive (loss) income, cash flows and changes in stockholders’ equity (deficit)
for each of the two years in the period ended March 31, 2019, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each
of the two years in the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United
States of America.



Going Concern Uncertainty



The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated
financial statements, as of March 31, 2019, the Company has suffered from an accumulated deficit of $125,141,278 and working capital
deficit of $2,227,267. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





Basis for Opinion



These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits
provide a reasonable basis for our opinion.





/s/ HKCM CPA & Co.

Certified Public Accountants

(Predecessor firm: HKCMCPA Company Limited)



We have served as the Company's auditor
since 2015.



Hong Kong, China

July 12, 2019





3











SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                   | NOBLE VICI GROUP, INC.
|------------------ | ----------------------
|                   |                       
|                   |                       
|Date: May 21, 2020 | By:                   
|                   |                       
|                   |                       











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