Table of Contents






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting
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






















TABLE OF CONTENTS





|           |                                                                                                              | Page
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|Part I     |                                                                                                              |     
|Item 1     | Description of Business                                                                                      | 1   
|Item 1A    | Risk Factors                                                                                                 | 7   
|Item 1B    | Unresolved Staff Comments                                                                                    | 7   
|Item 2     | Properties                                                                                                   | 7   
|Item 3     | Legal Proceedings                                                                                            | 8   
|Item 4     | Mine Safety Disclosures                                                                                      | 8   
|Part II    |                                                                                                              |     
|Item 5     | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 9   
|Item 6     | Selected Financial Data                                                                                      | 10  
|Item 7     | Management’s Discussion and Analysis of Financial Condition and Results of Operation                         | 10  
|Item 7A    | Quantitative and Qualitative Disclosures about Market Risk                                                   | 22  
|Item 8     | Financial Statements and Supplementary Data                                                                  | 22  
|Item 9     | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 23  
|Item 9A    | Controls and Procedures                                                                                      | 23  
|Item 9B    | Other Information                                                                                            | 24  
|Part III   |                                                                                                              |     
|Item 10    | Directors and Executive Officers and Corporate Governance                                                    | 25  
|Item 11    | Executive Compensation                                                                                       | 28  
|Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 32  
|Item 13    | Certain Relationships and Related Transactions, and Director Independence                                    | 33  
|Item 14    | Principal Accounting Fees and Services                                                                       | 34  
|Part IV    |                                                                                                              |     
|Item 15    | Exhibits, Financial Statement Schedules                                                                      | 35  
|Signatures |                                                                                                              | 37  







i









PART I



Forward Looking Statements



This Form 10-K contains
“forward-looking” statements including statements regarding our expectations of our future operations. For this purpose,
any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not within our control.



These risks and uncertainties
include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast
growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government
regulations and changes in, or the failure to comply with, government regulations, adverse publicity, competition, fluctuations
and difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, the ability
to attract and retain qualified personnel. Although the forward-looking statements in this report reflect the good faith judgment
of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and
uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we
undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events
or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent
to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by
this section.



ITEM 1. DESCRIPTION OF BUSINESS.



General



We were incorporated
under the laws of the State of Delaware on July 6, 2010 under the name “Advanced Ventures Corp.” Effective January
6, 2014, we changed our name to “Gold Union Inc.” Effective March 26, 2018, we changed our name to Noble Vici Group,
Inc. and our trading symbol was changed to NVGI. On August 8, 2018, we consummated the acquisition of Noble Vici Private Limited,
a corporation organized under the laws of Singapore (“NVPL”), which was wholly owned by Eldee Tang, our sole director
and Chief Executive Officer. NVPL is engaged in the IoT, Big Data, Blockchain and E-commerce business. As a result of our acquisition
of NVPL, we entered into the IoT, Big Data, Blockchain and E-commerce business. We are headquartered in Singapore and operate a
branch office in Taiwan. Certain of our resellers are operating “V-More” branded satellite offices in Shenzhen, China.



History



As Advanced Ventures
Corp., we acquired a patent (U.S. Patent Number: 6,743,209) (the “Patent”), for a catheter with a integral anchoring
mechanism. During the second fiscal quarter of 2014, we elected to discontinue our business of exploiting the Patent and began
to consider other business opportunities that may bring quicker and greater value to our stockholders. We initially considered
entering into the business of trading precious metal bullion primarily in the Asia Pacific region. Therefore, effective January
6, 2014, we changed our name to “Gold Union Inc.” to more adequately reflect our initial intended business operations.



Effective March 7,
2012, we increased the number of our authorized shares of common stock to three billion shares (3,000,000,000) and engaged in a
forward stock split of our common shares whereby each one share of our common stock was split into fifteen shares of our common
stock.





On December 31, 2015,
we consummated a Share Exchange Agreement with G.U. International Limited, a limited company incorporated under the laws of the
Republic of Seychelles and our wholly owned subsidiary (“GUI”), and Kao Wei-Chen, an individual representing herself
and 8 other individuals (collectively, the “Golden Corridor Shareholders”), which agreement was amended several times
to extend the closing date of the acquisition (collectively, the “Share Exchange Agreement”). Pursuant to the Share
Exchange Agreement, we, through GUI, purchased 480 shares of Phnom Penh Golden Corridor Trading Co. Limited (the “GC Shares”),
from 9 private Golden Corridor Shareholders, representing 48% of the issued and outstanding shares of common stock of Golden Corridor.
As consideration, we issued to the Golden Corridor Shareholders 2,500,000,000 shares of our common stock, at a value of US $0.002
per share, for an aggregate value of US $5,000,000.









1







As a result of our
acquisition of the GC Shares, we ceased our metal bullion trading business and entered into the real estate development and rental
business located in the Kingdom of Cambodia. Golden Corridor owns three parcels of land located at National Road 44, Phum Phkung,
Chbarmorn Commune, Chbarmorn District, Kampong Speu Province, Kingdom of Cambodia, measuring an aggregate of 172,510 square meters
(collectively, the “Properties”). We intended to develop the Properties into an industrial park for rental income.



Due to difficulties
in entering the real estate development and rental business, on February 2, 2018, we engaged in a corporate reorganization and
distributed the GC Shares to our shareholders. On March 18, 2018, our subsidiary, G.U. Asia Limited was dissolved.



Change in Control
to Current Business



On January 29, 2018,
Eldee Tang entered into Share Sale Agreements with Kao Wei-Chen and three other shareholders and former affiliates of the Company
to purchase up to 1,675,000,000 shares of the Company’s common stock at a per share purchase price of US$0.00008, for an
aggregate price of US$134,000. On June 15, 2018, the Company effectuated a 1 for 1,000 reverse stock split whereby every 1,000
shares of the Company’s common stock were reduced to one share. The parties effectuated Mr. Tang’s purchase of 750,000
shares such securities (expressed on a post reverse split basis) effective June 15, 2018. Mr. Tang expects to purchase the balance
of the 925,000 shares from Kao Wei-Chen, a former affiliate of the Company, in the near future. The foregoing description of the
Share Sale Agreement with Kao Wei-Chen is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.2
to this Quarterly Report and is incorporated herein by reference.



In connection with
the contemplated change in control, on March 27, 2018, Lim Yew Chuan, the director, Chief Executive Officer, Chief Financial Officer
and Secretary of Noble Vici Group, Inc. (the “Company”), resigned from all of his positions as director, Chief Executive
Officer, Chief Financial Officer and Secretary of the Company. Concurrently, Eldee Tang was appointed to serve as the Chief Executive
Officer and Director of the Company, together with other members of the new management team.



Effective June 15,
2018, we:



| | 1. | Increased the Company’s authorized capital from 3,000,000,000 shares of common stock, par value $0.0001 (the “Common Stock”), to 3,050,000,000 shares, consisting of 3,000,000,000 shares of Common Stock and 50,000,000 shares of undesignated preferred stock, par value $0.0001 (the “Preferred Stock”);
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Effected a 1-for-1000 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”);                                                                                                                                                                                          
| | 3. | Elected not to be governed by Section 203 of the Delaware General Corporation Law;                                                                                                                                                                                                                         
| | 4. | Changed the Company’s fiscal year end from December 31st to March 31st, for all purposes (including tax and financial accounting);                                                                                                                                                                         
| | 5. | Adopted Amended and Restated Certificate of Incorporation for the purpose of consolidating the amendments to the Company’s Certificate of Incorporation; and                                                                                                                                               
| | 6. | Adopted the Amended and Restated Bylaws of the Company.                                                                                                                                                                                                                                                    





Acquisition of NVPL,
TDA and NDA



On August 8, 2018,
we consummated the acquisition of Noble Vici Private Limited, a corporation organized under the laws of Singapore (“NVPL”),
in accordance with the terms of a Share Exchange Agreement. NVPL is wholly owned by Eldee Tang, our Chief Executive Officer and
Director. Pursuant to the Share Exchange Agreement, we purchased One Million and One (1,000,001) shares of NVPL (the “NVPL
Shares”), representing all of the issued and outstanding shares of common stock of NVPL, in consideration of One Hundred
Forty Million (140,000,000) shares of our common stock, at a value of US $1.70 per share, for an aggregate value of US $238,000,000.
It is our understanding that Mr. Tang is not a U.S. Person within the meaning of Regulations S. Accordingly, the Shares are being
sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation
S promulgated thereunder. As a result of our acquisition of NVPL, we entered into the IoT, Big Data, Blockchain and E-commerce
business.









2







On September 17, 2018,
we consummated the acquisition of a 51% controlling interest in The Digital Agency Private Limited, a private limited company organized
under the laws of Singapore (“TDA”), and a start-up digital marketing company, in accordance with the terms of that
certain Share Exchange Agreement by and among the Company, Noble Infotech Applications Private Limited, a private limited company
organized under the laws of Singapore and our wholly owned subsidiary (“NIA”), TDA and Mok Jo Han (“the “TDA
Share Exchange Agreement”). Pursuant to the terms of the TDA Share Exchange Agreement, we acquired 51 ordinary shares of
TDA, representing approximately fifty-one percent (51%) of the issued and outstanding ordinary shares of TDA, in exchange for 510,000
shares of common stock of the Company, par value $0.0001 (the “TDA Shares”), representing an exchange ratio of ONE
(1) ordinary share of TDA for Ten Thousand (10,000) shares of common stock of the Company, at a valuation of $2.00 per share of
the Company, for an aggregate value of $1,020,000. It is our understanding that Mr. Mok is not a U.S. Person within the meaning
of Regulations S. The TDA Shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933,
as amended, and Regulation S promulgated thereunder.





On September 17, 2018,
we consummated the acquisition of a 51% controlling interest in Noble Digital Apps Sendirian Berhad,
a private limited company organized under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company
in accordance with the terms of that certain Share Exchange Agreement by and among the Company, NIA, NDA, Cheng Bok Woon, Tan Yew
Fui, and Yong Swee Sun (“the “NDA Share Exchange Agreement”). Pursuant to the terms of the NDA Share Exchange
Agreement, we acquired 510 ordinary shares of NDA, representing approximately fifty-one percent (51%) of the issued and outstanding
ordinary shares of NDA, in exchange for 510,000 shares of common stock of the Company, par value $0.0001 (the “NDA Shares”),
representing an exchange ratio of ONE (1) ordinary share of NDA for One Thousand (1,000) shares of common stock of the Company,
at a valuation of $2.00 per share of the Company, for an aggregate value of $1,020,000. It is our understanding that Mr. Cheng,
Mr. Tan and Mr. Yong are not U.S. Person within the meaning of Regulations S. The NDA Shares were sold pursuant to the exemption
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder.



Issuance of shares
to sales affiliates



On September 17, 2018,
and September 25, 2018, we approved the issuance of Nine Million One Hundred Thirty Five Thousand Seven Hundred Ninety Four (9,135,794)
shares and Five Hundred Sixty Seven Thousand Sixty-Four (567,064) shares of our common stock, par value $0.0001, respectively,
representing a total of approximately 6.3% of our issued and outstanding common stock, at a per share price of One Dollars and
Ninety Nine Cents (US $1.99), to approximately 460 sales associates for prior sales and marketing services provided to us and our
subsidiaries and affiliates. As a condition of receipt of such securities, each recipient executed a Stockholder Representation
Letters, which contained, among other things, restrictions prohibiting the transfer of such securities for a minimum period of
18 months up to a maximum period of 66 months after the execution of such letter. For ease of administration, the recipients appointed
Noble Infotech Limited (“NIL”) as nominee to hold, manage, administer and effectuate the distribution of such securities
upon the expiration of the applicable restricted periods. The shares were issued on October 18, 2018 to NIL. The securities were
issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated
thereunder. The foregoing description of the Stockholder Representation Letters is qualified in its entirety by reference to such
agreements which are filed as Exhibit 10.3 to this Annual Report and are incorporated herein by reference.



On December 3, 2018,
we approved the issuance of up to an aggregate of Ten Million Eight Hundred Thirty-Eight Thousand One Hundred Forty One (10,838,141)
shares of our common stock, par value $0.0001, representing approximately 7.1% of our issued and outstanding common stock, at a
per share price of Two Dollars (US $2.00), to about 690 sales associates for prior sales and marketing services provided to us
and our subsidiaries and affiliates. As a condition of receipt of such securities, each recipient was required to execute one of
two standard forms of Stockholder Representation Letters, which contained, among other things, restrictions prohibiting the transfer
of such securities for a minimum period of 18 or 24 months up to a maximum period of 72 months after the execution of such letter.
For ease of administration, the recipients appointed Venvici Partners Limited (“VVP”) as nominee to hold, manage, administer
and effectuate the distribution of such securities upon the expiration of the applicable restricted periods. The shares were issued
on January 4, 2019 to VVP. The securities were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act
of 1933, as amended, and Regulation S promulgated thereunder. The foregoing description of the Stockholder Representation Letters
and Trustee Appointment Letter is qualified in its entirety by reference to such agreements which are filed as Exhibits 10.4 and
10.5 to this Annual Report and are incorporated herein by reference.









3









On March 11, 2019,
our Board of Directors, approved the issuance of up to an aggregate of Fifteen Million (15,000,000) shares of our common stock,
par value $0.0001, representing approximately 8.4% of our issued and outstanding common stock (collectively, the “Shares”),
at a per share price of Two Dollars (US $2.00), to about 700 sales associates for prior sales and marketing services provided to
us and our subsidiaries and affiliates. As a condition of receipt of such securities, each recipient was required to execute one
of two standard forms of Stockholder Representation Letters, which contained, among other things, restrictions prohibiting the
transfer of such securities for a minimum period of 18 months up to a maximum period of 66 months after the execution of such letter.
For ease of administration, the recipients appointed VVP as nominee to hold, manage, administer and effectuate the distribution
of the Shares upon the expiration of the applicable restricted periods. For so long as VVP is the stockholder of record of the
Shares, VVP shall serve as the attorney in fact to vote such Shares at any annual, special or other meeting of the stockholders
of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with
respect to any matter that may be submitted for a vote of stockholders of the Company. The securities will be issued pursuant to
the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder. The
foregoing description of the Stockholder Representation Letters and Trustee Appointment Letter is qualified in its entirety by
reference to such agreements which are filed as Exhibit 10.6 and 10.7 to this Annual Report and are incorporated herein by reference.





On March 19, 2019,
we registered Twenty-One Million Four Hundred Eighty Thousand (21,480,000) shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), the amount of shares issuable under the Merchant Acquisition Agreement between
the Company and the certain consultants and Ten Million (10,000,000) shares of Common Stock, the amount of shares issuable under
the Consulting Agreement between the Company and a vendor. The Consultants were engaged for the onboarding services into our V-More
ecosystem for the Merchants in Greater China Region, while the Vendor was engaged for fulfilment of our customers through the arranged
online platform and related digital offerings. The securities are registered pursuant to the Form S-8 Registration Statement.
The foregoing description of the Merchant Acquisition Agreements and the Consulting Agreement is qualified in its entirety by reference
to such agreements which are filed as Exhibits 10.8 through and including 10.11 to this Annual Report and are incorporated herein
by reference.



Reorganization of
UB45, Ventrepreneur (SG), AIM System and VMore Merchants



On September 17, 2018,
NVGI acquired from Eldee Tang, our Chief Executive Officer and Director, 100% of UB45 Private Limited, a private limited company
organized under the laws of Singapore (“UB45”), that had no existing business, assets or liabilities.



In January and May
2019, we completed a series of reorganizations pursuant to which we reorganized UB45, Ventrepreneur (SG) Private Limited, a private
limited company formed under the laws of Singapore (“VESG”), AIM System Private Limited (“AIM”) and VMore
Merchants Private Limited (“VM”) into NVGI. Prior to the reorganization:

| | · | UB45 was a company with the operation office building as its main primary asset that was wholly
owned by NVGI;
| | - | --------------------------------------------------------------------------------------------------------------

| | · | VESG was a subsidiary of Venvici Private Limited (“VVPL”) with nominal assets and liabilities;
| | - | ----------------------------------------------------------------------------------------------

| | · | AIM was formed for the purpose of providing Customer Relation Management system for V-More customers
and had nominal assets and liabilities; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | VM was formed for providing merchants onboarding services into our V-More ecosystem and had nominal
assets and liabilities.
| | - | ---------------------------------------------------------------------------------------------------------------------------





Prior to the reorganization, AIM and VM
were owned by our non-affiliate shareholders, Chia Poh Wah Jason and Desmond Tan Ching Teck respectively.









4











Corporate Structure



As of July 12,
2019, our corporate structure is below:











Entry into a Material
Definitive Agreement



On April 1, 2019, we
entered into a binding Memorandum of Understanding (the “Elusyf MOU”) with Eldee Wai Chong Tang, our Chief Executive
Officer and Director, whereby we agreed to reorganize Elusyf Global Private Limited, a Singapore corporation (“EGPL”),
into the Company in accordance with the terms of the Elusyf MOU. Upon the consummation of such reorganization, EGPL will become
a 51% owned subsidiary of the Company. EGPL is engaged in the business of marketing and distribution of health and beauty products,
such as Elusyf Mitos Activa and Cell Activa Phytomask, among other offerings, through its wide network of channels. Mr. Tang owns Fifty-Nine
Thousand Nine Hundred Eighty (59,980) ordinary shares of EGPL, representing 51% of the issued and outstanding securities of EGPL
The foregoing description of the Elusyf MOU is qualified in its entirety by reference to such Elusyf MOU which is filed as Exhibit
10.12 to this Annual Report and are incorporated herein by reference.





On June 17, 2019, we
entered into a binding Memorandum of Understanding (the “Kootoro MOU”) with Kootoro Vietnam Inc., a limited liability
company organized under the laws of Vietnam (“KVI”), whereby the parties agreed to form a strategic partnership to
expand V-More’s footprint and ecosystem into Vietnam. The Partnership will be exclusive subject to the achievement of mutually
agreeable milestones. KVI is engaged in the business of managing the distribution and payment of goods through a nationwide network
of vending machines and payment gateway to Vietnam. The foregoing description of the Kootoro MOU is qualified in its entirety by
reference to such Kootoro MOU which is filed as Exhibit 10.13 to this Annual Report and are incorporated herein by reference.









5







Our Operations and
Future Plans



We are focused on providing
users with innovative tools to live and interact in the modern mobile world through its ecosystem of IoT, Big Data, Blockchain
and E-commerce products and services. We integrate blockchain technology with our E-commerce platform to connect consumers and
merchants in a dynamic global marketplace via blockchain transactions. We onboard users,
consumers and referrers through our Affiliate Incentivized Marketing (AIM) model while merchants are onboarded via our Merchant
Incentivized Marketing (MIM) model. Some products and services offered in our ecosystem include procurement of discounted goods
and services, referral reward system, mobile games and digital marketing, financial markets apps and a “Business Centre”
within the same app. Our E-commerce platform not only offers users the ability to make online purchases, but also the convenience
of an O2O (Online to Offline) platform whereby consumers can transact at a discount online while goods and services are distributed
at a physical location. This drives traffic to the already weakened retail industry. The Business Centre within our ecosystem is
offered through a mobile app and allows users to create their own referral platform within our ecosystem.



We are pursuing a plan
of expansion and hope to achieve revenue growth through mass adoption by users and merchants of our platform/ecosystem. We seek
to increase our user and merchant base through user incentive programs and brand awareness marketing programs, among other things.
We expect to focus on users and merchants located in China and the Asia Pacific region in the foreseeable future. Similarly, we
intend to seek corporate growth by listing our securities on a national exchange such as the Nasdaq Capital Markets in the future.
There can be no assurance, however, that we will be able to successfully grow our revenues or list our securities on a national
exchange in the future, if ever.



Near-Term Requirements
For Additional Capital





For the immediate future,
we intend to finance our business efforts and any future acquisitions through sales of our securities to existing shareholders
and loans from existing shareholders or financial institutions. We have not yet generated revenues. We expect to incur relatively
small operating losses over the next twelve months until we acquire an operating company. There can be no assurance that that we
will be successful in consummating a business acquisition or that such business will be successful after acquisition.



Intellectual Property



We continue to own
the rights, title and interests in Patent for a receptacle catheter with integral anchoring means, which Patent is associated with
our former business. The Patent was issued on September 1, 2004 and will expire on September 6, 2022. We do not expect to exploit
this Patent in the near future.





Employees



As of July 12,
2019, we have the following employees:



|Executive Officer       |  |  | 2  | 
|----------------------- |  |  | -- | 
|Service Representative  |  |  | 4  | 
|Tech Development Staff  |  |  | 3  | 
|Sales & Marketing Staff |  |  | 5  | 
|Administration Staff    |  |  | 4  | 
|Legal and Compliance    |  |  | 1  | 
|Finance                 |  |  | 5  | 
|Total                   |  |  | 24 | 





All of our employees
are located in Singapore. None of our employees are members of a trade union. We believe that we maintain good relationships with
our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.



We are required to
make contributions under a defined contribution pension plan for all of our eligible employees in Singapore. We are required to
contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions
made were $162,944 and $77,639, for the years ended March 31, 2019, and 2018, respectively.









6







Available Information:
Access to all of our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is provided, free of charge, on our
website (www.noblevici.com) as soon as reasonably practicable after such reports are electronically filed with, or furnished to,
the SEC.

Pacific Stock Transfer Company located at
6725 Via Austi Pkwy, Suite 300, Las Vega, Nevada 89119, telephone number (800) 785-7782, facsimile (702) 433-1979, serves as our
stock transfer agent.





ITEM 1A. Risk
Factors.



We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.



ITEM 1B. Unresolved
Staff Comments.



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.





ITEM 2. Properties.



Our principal office
is located at 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616. This service office is subjected to one year
service agreement pursuant to which we are permitted to use the service office space for a period of one year at a monthly rate
of S$24,000, or approximately US$17,778. The service office agreement expired on May 31, 2019. We are in discussions with the service
provider regarding the extension on the use of the service office. The foregoing description of the service office usage is qualified
in its entirety by reference to the Service Agreement dated May 2, 2018, which is filed as Exhibit 10.14 to this Annual Report
and incorporated herein by reference.



On October 1, 2018,
we purchased a building subject to a sixty year leasehold located at 45 Ubi Crescent, Singapore 408590 to serve as our primary
operational center. The four story building is approximately 13,000 square feet with a remaining lease term of thirty eight years.
The purchase price of S$4,480,000 (approximately US$3,295,819) was financed by a loan with Ethoz Capital Limited in the principal
amount of S$3,136,000 (approximately US$2,307,073) at an annual rate of 3.75%, payable over 120 months commencing October 1, 2018.
The loan is personally guaranteed by our Chief Executive Officer and Director, Eldee Tang. The foregoing description of the loan
is qualified in its entirety by reference to the Secured Term Loan Facility dated September 14, 2018, which is filed as Exhibit
10.15 to this Annual Report and incorporated herein by reference.





On January 19, 2019,
we opened a branch office in Taiwan to service merchants and customers of our online platform, V-more, located within the Greater
China Region. Our Taiwan branch office also oversees the sales operation of the sales affiliates in China. The Taiwan branch office
is currently operated through our subsidiary VESG. The Taiwan branch office is a party to a lease agreement, a summary of which
is as follows:



|Name of Branch      |  | Ventrepreneur (SG) Private Limited, Taiwan Branch                     
|------------------- |  | ----------------------------------------------------------------------
|Office Addresss     |  | 282 Zheng Bei Road 2, Level 5 Unit 3, Xitun District, Taichung, Taiwan
|Tenancy Period      |  | December 1, 2018 to November 30, 2020                                 
|Premises Size       |  | Approximately 3,000 square feet                                       
|Yearly Lease Amount |  | US$37,473 for Taiwan branch                                           



We believe that our
current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities as necessary
to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed
to accommodate our operations.







7







ITEM 3. Legal
Proceedings.



There are no material
pending legal proceedings to which we or our subsidiaries are a party or to which any of our or their property is subject, nor
are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers, affiliates
or any owner of record or beneficially of more than 5% of our common stock, or any associate of any of the foregoing, is involved
in a proceeding adverse to our business or has a material interest adverse to our business.





ITEM 4. MINE SAFETY
DISCLOSURES.



Not applicable.













8







PART II



ITEM 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



(a) Market Information



Shares of our common
stock are quoted on the OTC Pink under the symbol “NVGI”. There is no established public trading market for our securities
and a regular trading market may not develop, or if developed, may not be sustained.



The following table
sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the Pink Sheets.
The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual
transactions.



|Quarterly period                  |  | High |      |  | Low |  
|--------------------------------- |  | ---- | ---- |  | --- | -
|Fiscal year ended March 31, 2019: |  |      |      |  |     |  
|Fourth Quarter                    |  | $    | 2.00 |  |     | $
|Third Quarter                     |  | $    | 2.00 |  |     | $
|Second Quarter                    |  | $    | 2.00 |  |     | $
|First Quarter                     |  | $    | 1.10 |  |     | $
|Fiscal year ended March 31, 2018: |  |      |      |  |     |  
|Fourth Quarter                    |  | $    | 1.10 |  |     | $
|Third Quarter                     |  | $    | 1.10 |  |     | $
|Second Quarter                    |  | $    | 1.10 |  |     | $
|First Quarter                     |  | $    | 1.10 |  |     | $



(b) Approximate Number of Holders of Common
Stock



As of July 10, 2019,
there were approximately 58 shareholders of record of our common stock. Such number does not include any shareholders holding
shares in nominee or “street name”.



(c) Dividends



Holders of our common
stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods
reported herein, nor do we anticipate paying any dividends in the foreseeable future.



(d) Equity Compensation Plan Information



|Plan category                                                  |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  |  | Weighted-average exercise price of outstanding options, warrants and rights |  |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | 
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  |  | --------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                               |  | (a)                                                                                         |  |  | (b)                                                                         |  |  | (c)                                                                                                                                         | 
|Equity compensation plans approved by security holders         |  | –                                                                                           |  |  | –                                                                           |  |  | –                                                                                                                                           | 
|Equity compensation plans not approved by security holders (1) |  | 31,480,000                                                                                  |  |  | –                                                                           |  |  | 21,480,000                                                                                                                                  | 
|Total                                                          |  | 31,480,000                                                                                  |  |  | –                                                                           |  |  | 21,480,000                                                                                                                                  | 



|(1) | Represents shares of the Company’s common stock to be issued to: (i) Frank Chia Kok Meng, Lew Chuen Cheah and Yang Shang Yue (the “Consultants”) pursuant to V-More Merchant Acquisition Agreements between the Company and each of the Consultants; and (ii) Sukullayanee Suwunnavid (the “Digital Consultant”) pursuant to that certain Consulting Agreement between the Company and the Digital Consultant.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







9







V-More Merchant Acquisition Agreements



On March 19, 2019,
we entered into a V-More Merchant Acquisition Agreement with each of the Consultants pursuant to which each Consultant agreed to
provide certain services related to the identification, due diligence, acquisition and retention of potential merchants in certain
designated territories for inclusion in our V-More platform. As consideration for these services, each Consultant received up to
an aggregate of Fourteen Million Three Hundred Twenty Thousand (14,320,000) shares of our common stock, for an aggregate of up
to Forty-Two Million Nine Hundred Sixty Thousand (42,960,000) shares of our common stock, subject to the achievement of certain
performance milestones and certain clawback rights. We registered Twenty-One Million Four Hundred Eighty Thousand (21,480,000)
shares of the amount of shares issuable under the V-More Merchant Acquisition Agreement on a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on March 19, 2019. The foregoing description of the V-More Merchant Acquisition
Agreements is qualified in its entirety by reference to the V-More Merchant Acquisition Agreements dated March 19, 2019, which
are filed as Exhibits 10.8, 10.9 and 10.10 to this Annual Report and incorporated herein by reference.



Consulting Agreement



During the period from
March 19, 2019 till September 30, 2019, one of V-More’s merchants and vendors, Fame Reserve Limited, a subcontractor of Ms.
Sukullayanee Suwunnavid (the “Digital Consultant”), which distributes digital vouchers, ran a promotion through our
V-More platform to promote and sell their digital vouchers (the “Promotion”). In connection with the Promotion, we
entered into a Consulting Agreement with the Digital Consultant pursuant to which the Digital Consultant agreed to supply their
digital vouchers and services to our customers, including without limitation, order fulfilment services with respect to orders
from our customers received through the Digital Consultant’s online platform and its related digital offerings. We issued
Ten Million (10,000,000) shares of the Corporation’s Common Stock, par value $0.0001 (the “Shares”), at a per
share price of US$2.00, as payment in full for the digital vouchers, Services and the satisfaction of all of our obligations to
the Digital Consultant with respect to such products and services. These securities were registered on a Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019. The foregoing description of the Consulting Agreement
is qualified in its entirety by reference to the Consulting Agreement dated March 19, 2019, which is filed as Exhibit 10.11 to
this Annual Report and incorporated herein by reference.



(e) Recent Sales of Unregistered Securities



The information set
forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the
year ended March 31, 2019, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form
8-K: None.





ITEM 6. Selected
Financial Data.



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.





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



This discussion
summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company
and its subsidiary for the fiscal years ended March 31, 2019, and 2018. The discussion and analysis that follows should be read
together with the section entitled “Forward Looking Statements” and our consolidated financial statements and the notes
to the consolidated financial statements included elsewhere in this annual report on Form 10-K.









10







Except for historical
information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are
based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results
and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures
made by us in this report.



Currency and
exchange rate



Unless otherwise
noted, all currency figures quoted as “U.S. dollars”, “dollars” or “US$” refer to the legal
currency of the United States. References to “Singapore Dollars” or “S” are to the Singapore Dollar, the
legal currency of Singapore. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated
into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing
during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded
as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.



Overview



We were incorporated
under the laws of the State of Delaware on July 6, 2010 under the name “Advanced Ventures Corp.” Effective January
6, 2014, we changed our name to “Gold Union Inc.” Effective March 26, 2018, we changed our name to Noble Vici Group,
Inc. and our trading symbol was changed to NVGI. On August 8, 2018, we consummated the acquisition of Noble Vici Private Limited,
a corporation organized under the laws of Singapore (“NVPL”), which was wholly owned by Eldee Tang, our sole director
and Chief Executive Officer. NVPL is engaged in the IoT, Big Data, Blockchain and E-commerce business. As a result of our acquisition
of NVPL, we entered into the IoT, Big Data, Blockchain and E-commerce business. We are headquartered in Singapore and operate a
branch office in Taiwan. Certain of our resellers are operating “V-More” branded satellite offices in Shenzhen, China.



History



As Advanced Ventures
Corp., we acquired a patent (U.S. Patent Number: 6,743,209) (the “Patent”), for a catheter with a integral anchoring
mechanism. During the second fiscal quarter of 2014, we elected to discontinue our business of exploiting the Patent and began
to consider other business opportunities that may bring quicker and greater value to our stockholders. We initially considered
entering into the business of trading precious metal bullion primarily in the Asia Pacific region. Therefore, effective January
6, 2014, we changed our name to “Gold Union Inc.” to more adequately reflect our initial intended business operations.



Effective March 7,
2012, we increased the number of our authorized shares of common stock to three billion shares (3,000,000,000) and engaged in a
forward stock split of its common shares whereby each one share of our common stock was split into fifteen shares of our common
stock.



On December 31, 2015,
we consummated a Share Exchange Agreement with G.U. International Limited, a limited company incorporated under the laws of the
Republic of Seychelles and our wholly owned subsidiary (“GUI”), and Kao Wei-Chen, an individual representing herself
and 8 other individuals (collectively, the “Golden Corridor Shareholders”), which agreement was amended several times
to extend the closing date of the acquisition (collectively, the “Share Exchange Agreement”). Pursuant to the Share
Exchange Agreement, we, through GUI, purchased 480 shares of Phnom Penh Golden Corridor Trading Co. Limited (the “GC Shares”),
from 9 private Golden Corridor Shareholders, representing 48% of the issued and outstanding shares of common stock of Golden Corridor.
As consideration, we issued to the Golden Corridor Shareholders 2,500,000,000 shares of our common stock, at a value of US $0.002
per share, for an aggregate value of US $5,000,000.



As a result of our
acquisition of the GC Shares, we ceased our metal bullion trading business and entered into the real estate development and rental
business located in the Kingdom of Cambodia. Golden Corridor owns three parcels of land located at National Road 44, Phum Phkung,
Chbarmorn Commune, Chbarmorn District, Kampong Speu Province, Kingdom of Cambodia, measuring an aggregate of 172,510 square meters
(collectively, the “Properties”). We intended to develop the Properties into an industrial park for rental income.









11







Due to difficulties
in entering the real estate development and rental business, on February 2, 2018, we engaged in a corporate reorganization and
distributed the GC Shares to our shareholders. On March 18, 2018, our subsidiary, G.U. Asia Limited was dissolved.



Change in Control
to Current Business



On January 29, 2018,
Eldee Tang entered into Share Sale Agreements with four shareholders and former affiliates of the Company to purchase up to 1,675,000,000
shares of the Company’s common stock at a per share purchase price of US$0.00008, for an aggregate price of US$134,000. On
June 15, 2018, the Company effectuated a 1 for 1,000 reverse stock split whereby every 1,000 shares of the Company’s common
stock were reduced to one share. The parties effectuated Mr. Tang’s purchase of 750,000 shares such securities (expressed
on a post reverse split basis) effective June 15, 2018. Mr. Tang expects to purchase the balance of the 925,000 shares from Kao
Wei-Chen, a former affiliate of the Company, in the near future. The foregoing description of the Share Sale Agreement with Kao
Wei-Chen is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.2 to this Quarterly Report and
is incorporated herein by reference.



In connection with
the contemplated change in control, on March 27, 2018, Lim Yew Chuan, the director, Chief Executive Officer, Chief Financial Officer
and Secretary of Noble Vici Group, Inc. (the “Company”), resigned from all of his positions as director, Chief Executive
Officer, Chief Financial Officer and Secretary of the Company. Concurrently, Eldee Tang was appointed to serve as the Chief Executive
Officer and Director of the Company, together with other members of the new management team.



Effective June 15,
2018, we:



| | 1. | Increased the Company’s authorized capital from 3,000,000,000 shares of common stock, par value $0.0001 (the “Common Stock”), to 3,050,000,000 shares, consisting of 3,000,000,000 shares of Common Stock and 50,000,000 shares of undesignated preferred stock, par value $0.0001 (the “Preferred Stock”);
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Effected a 1-for-1000 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”);                                                                                                                                                                                          
| | 3. | Elected not to be governed by Section 203 of the Delaware General Corporation Law;                                                                                                                                                                                                                         
| | 4. | Changed the Company’s fiscal year end from December 31st to March 31st, for all purposes (including tax and financial accounting);                                                                                                                                                                         
| | 5. | Adopted Amended and Restated Certificate of Incorporation for the purpose of consolidating the amendments to the Company’s Certificate of Incorporation; and                                                                                                                                               
| | 6. | Adopted the Amended and Restated Bylaws of the Company.                                                                                                                                                                                                                                                    



Acquisition of NVPL,
TDA and NDA



On August 8, 2018,
we consummated the acquisition of Noble Vici Private Limited, a corporation organized under the laws of Singapore (“NVPL”),
in accordance with the terms of a Share Exchange Agreement. NVPL is wholly owned by Eldee Tang, our Chief Executive Officer and
Director. Pursuant to the Share Exchange Agreement, we purchased One Million and One (1,000,001) shares of NVPL (the “NVPL
Shares”), representing all of the issued and outstanding shares of common stock of NVPL, in consideration of One Hundred
Forty Million (140,000,000) shares of our common stock, at a value of US $1.70 per share, for an aggregate value of US $238,000,000.
It is our understanding that Mr. Tang is not a U.S. Person within the meaning of Regulations S. Accordingly, the Shares are being
sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation
S promulgated thereunder. As a result of our acquisition of NVPL, we entered into the IoT, Big Data, Blockchain and E-commerce
business.











12







On September 17, 2018,
we consummated the acquisition of a 51% controlling interest in The Digital Agency Private Limited, a private limited company organized
under the laws of Singapore (“TDA”), and a start-up digital marketing company, in accordance with the terms of that
certain Share Exchange Agreement by and among the Company, Noble Infotech Applications Private Limited, a private limited company
organized under the laws of Singapore and our wholly owned subsidiary (“NIA”), TDA and Mok Jo Han (“the “TDA
Share Exchange Agreement”). Pursuant to the terms of the TDA Share Exchange Agreement, we acquired 51 ordinary shares of
TDA, representing approximately fifty-one percent (51%) of the issued and outstanding ordinary shares of TDA, in exchange for 510,000
shares of common stock of the Company, par value $0.0001 (the “TDA Shares”), representing an exchange ratio of ONE
(1) ordinary share of TDA for Ten Thousand (10,000) shares of common stock of the Company, at a valuation of $2.00 per share of
the Company, for an aggregate value of $1,020,000. It is our understanding that Mr. Mok is not a U.S. Person within the meaning
of Regulations S. The TDA Shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933,
as amended, and Regulation S promulgated thereunder.



On September 17, 2018,
we consummated the acquisition of a 51% controlling interest in Noble Digital Apps Sendirian Berhad,
a private limited company organized under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company
in accordance with the terms of that certain Share Exchange Agreement by and among the Company, NIA, NDA, Cheng Bok Woon, Tan Yew
Fui, and Yong Swee Sun (“the “NDA Share Exchange Agreement”). Pursuant to the terms of the NDA Share Exchange
Agreement, we acquired 510 ordinary shares of NDA, representing approximately fifty-one percent (51%) of the issued and outstanding
ordinary shares of NDA, in exchange for 510,000 shares of common stock of the Company, par value $0.0001 (the “NDA Shares”),
representing an exchange ratio of ONE (1) ordinary share of NDA for One Thousand (1,000) shares of common stock of the Company,
at a valuation of $2.00 per share of the Company, for an aggregate value of $1,020,000. It is our understanding that Mr. Cheng,
Mr. Tan and Mr. Yong are not U.S. Person within the meaning of Regulations S. The NDA Shares were sold pursuant to the exemption
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder.



Issuance of shares
to sales affiliates



On September 17, 2018,
and September 25, 2018, we approved the issuance of Nine Million One Hundred Thirty Five Thousand Seven Hundred Ninety Four (9,135,794)
shares and Five Hundred Sixty Seven Thousand Sixty-Four (567,064) shares of our common stock, par value $0.0001, respectively,
representing a total of approximately 6.3% of our issued and outstanding common stock, at a per share price of One Dollars and
Ninety Nine Cents (US $1.99), to approximately 460 sales associates for prior sales and marketing services provided to us and our
subsidiaries and affiliates. As a condition of receipt of such securities, each recipient executed a Stockholder Representation
Letters, which contained, among other things, restrictions prohibiting the transfer of such securities for a minimum period of
18 months up to a maximum period of 66 months after the execution of such letter. For ease of administration, the recipients appointed
Noble Infotech Limited (“NIL”) as nominee to hold, manage, administer and effectuate the distribution of such securities
upon the expiration of the applicable restricted periods. The shares were issued on October 18, 2018 to NIL. The securities were
issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated
thereunder.



On December 3, 2018,
we approved the issuance of up to an aggregate of Ten Million Eight Hundred Thirty-Eight Thousand One Hundred Forty One (10,838,141)
shares of our common stock, par value $0.0001, representing approximately 7.1% of our issued and outstanding common stock, at a
per share price of Two Dollars (US $2.00), to about 690 sales associates for prior sales and marketing services provided to us
and our subsidiaries and affiliates. As a condition of receipt of such securities, each recipient was required to execute one of
two standard forms of Stockholder Representation Letters, which contained, among other things, restrictions prohibiting the transfer
of such securities for a minimum period of 18 or 24 months up to a maximum period of 72 months after the execution of such letter.
For ease of administration, the recipients appointed Venvici Partners Limited (“VVP”) as nominee to hold, manage, administer
and effectuate the distribution of such securities upon the expiration of the applicable restricted periods. The shares were issued
on January 4, 2019 to VVP. The securities were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act
of 1933, as amended, and Regulation S promulgated thereunder.









13







On March 11, 2019,
our Board of Directors, approved the issuance of up to an aggregate of Fifteen Million (15,000,000) shares of our common stock,
par value $0.0001, representing approximately 8.4% of our issued and outstanding common stock (collectively, the “Shares”),
at a per share price of Two Dollars (US $2.00), to about 700 sales associates for prior sales and marketing services provided to
us and our subsidiaries and affiliates. As a condition of receipt of such securities, each recipient was required to execute one
of two standard forms of Stockholder Representation Letters, which contained, among other things, restrictions prohibiting the
transfer of such securities for a minimum period of 18 months up to a maximum period of 66 months after the execution of such letter.
For ease of administration, the recipients appointed Venvici Partners Limited (“VVP”) as nominee to hold, manage, administer
and effectuate the distribution of the Shares upon the expiration of the applicable restricted periods. For so long as VVP is the
stockholder of record of the Shares, VVP shall serve as the attorney in fact to vote such Shares at any annual, special or other
meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu
of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company. The securities
will be issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation
S promulgated thereunder.



V-More Merchant Acquisition Agreements



On March 19, 2019,
we entered into a V-More Merchant Acquisition Agreement with each of the Consultants pursuant to which each Consultant agreed to
provide certain services related to the identification, due diligence, acquisition and retention of potential merchants in certain
designated territories for inclusion in our V-More platform. As consideration for these services, each Consultant received up to
an aggregate of Fourteen Million Three Hundred Twenty Thousand (14,320,000) shares of our common stock, for an aggregate of up
to Forty-Two Million Nine Hundred Sixty Thousand (42,960,000) shares of our common stock, subject to the achievement of certain
performance milestones and certain clawback rights. We registered Twenty-One Million Four Hundred Eighty Thousand (21,480,000)
shares of the amount of shares issuable under the V-More Merchant Acquisition Agreement on a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on March 19, 2019. The foregoing description of the V-More Merchant Acquisition
Agreements is qualified in its entirety by reference to the V-More Merchant Acquisition Agreements dated March 19, 2019, which
are filed as Exhibits 10.8, 10.9 and 10.10 to this Annual Report and incorporated herein by reference.



Consulting Agreement



During the period from
March 19, 2019 till September 30, 2019, one of V-More’s merchants and vendors, Fame Reserve Limited, a subcontractor of Ms.
Sukullayanee Suwunnavid (the “Digital Consultant”), which distributes digital vouchers, ran a promotion through V-More
platform to promote and sell their digital vouchers (the “Promotion”). As a consideration for purchasing these vouchers
for the promotion, the Board approved the issuance of up to an aggregate of Ten Million (10,000,000) shares of our common stock,
par value $0.0001, of our issued and outstanding common stock, at a per share price of Two Dollars (US$2.00).



In connection to the
Promotion, we entered into a Consulting Agreement with pursuant to which the Digital Consultant agreed to supply certain digital
offerings and services to our customers, including without limitation, order fulfilment services with respect to orders from our
customers received through the Digital Consultant’s online platform and its related digital offerings. We issued Ten Million
(10,000,000) shares of the Corporation’s Common Stock, par value $0.0001 (the “Shares”), at a per share price
of US$2.00, as payment in full for the Services and the satisfaction of all of our obligations to the Digital Consultant with respect
to such services. These securities were registered on a Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on March 19, 2019. The foregoing description of the Consulting Agreement is qualified in its entirety by reference to
the V-Consulting Agreement dated March 19, 2019, which is filed as Exhibit 10.11 to this Annual Report and incorporated herein
by reference.









14







On March 19, 2019,
we registered Twenty One Million Four Hundred Eighty Thousand (21,480,000) shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), the amount of shares issuable under the Merchant Acquisition Agreement between
the Company and the certain consultants and Ten Million (10,000,000) shares of Common Stock, the amount of shares issuable under
the Consulting Agreement between the Company and a vendor as described previously. The Consultants were engaged for the onboarding
services into our V-More ecosystem for the Merchants in Greater China Region, while the Vendor was engaged for fulfilment of our
customers through the arranged online platform and related digital offerings. The securities are registered pursuant to the
Form S-8 Registration Statement.



Reorganization of
UB45, Ventrepreneur (SG), AIM System and Vmore Merchants



On September 17, 2018,
NVGI acquired from Eldee Tang, our Chief Executive Officer and Director, 100% of UB45 Private Limited, a private limited company
organized under the laws of Singapore (“UB45”), that has no existing business, assets or liabilities.



On January 2, 2019,
we completed a series of reorganizations pursuant to which we reorganized UB45 and Ventrepreneur (SG) Private Limited, a private
limited company formed under the laws of Singapore (“VESG”), as direct subsidiaries under NVPL. Prior to the reorganization,
UB45 was a company with the operation office building as its main primary asset that was wholly owned by NVGI, and VESG was a subsidiary
of Venvici Private Limited (“VVPL”), which in turn was a wholly owned subsidiary of NVPL.



On May 7, 2019, we
also completed a series of reorganizations pursuant to which we reorganized AIM System Private Limited (“AIM”) and
Vmore Merchants Private Limited (“VM”), both a private limited company formed under the laws of Singapore, as direct
wholly-owned subsidiaries under NVPL. Previously, AIM and VM were owned by our non-affiliate shareholders, Chia Poh Wah Jason and
Desmond Tan Ching Teck respectively. Prior to the reorganization, AIM was formed for the purpose of providing Customer Relation
Management system for V-More customers and VM was formed for providing merchants onboarding services into our V-More ecosystem.
Each of AIM and VM had no business, assets or liabilities prior to the reorganization.



Entry into a Material
Definitive Agreement



On April 1, 2019, we
entered into a binding Memorandum of Understanding (the “Elusyf MOU”) with Eldee Wai Chong Tang, our Chief Executive
Officer and Director, whereby we agreed to reorganize Elusyf Global Private Limited, a Singapore corporation (“EGPL”),
into the Company in accordance with the terms of the Elusyf MOU. Upon the consummation of such reorganization, EGPL will become
a 51% owned subsidiary of the Company. EGPL is engaged in the business of marketing and distribution of health and beauty products,
such as Elusyf Mitos Activa and Cell Activa Phytomask, among other offerings, through its wide network of channels. Mr. Tang owns Fifty-Nine
Thousand Nine Hundred Eighty (59,980) ordinary shares of EGPL, representing 51% of the issued and outstanding securities of EGPL
The foregoing description of the Elusyf MOU is qualified in its entirety by reference to such Elusyf MOU which is filed as Exhibit
10.12 to this Annual Report and are incorporated herein by reference.



On June 17, 2019, we
entered into a binding Memorandum of Understanding (the “Kootoro MOU”) with Kootoro Vietnam Inc., a limited liability
company organized under the laws of Vietnam (“KVI”), whereby the parties agreed to form a strategic partnership to
expand V-More’s footprint and ecosystem into Vietnam. The Partnership will be exclusive subject to the achievement of mutually
agreeable milestones. KVI is engaged in the business of managing the distribution and payment of goods through a nationwide network
of vending machines and payment gateway to Vietnam. The foregoing description of the Kootoro MOU is qualified in its entirety by
reference to such Kootoro MOU which is filed as Exhibit 10.13 to this Annual Report and are incorporated herein by reference.











15







Our Operations and
Future Plans



We are focused on providing
users with innovative tools to live and interact in the modern mobile world through its ecosystem of IoT, Big Data, Blockchain
and E-commerce products and services. We integrate blockchain technology with our E-commerce platform to connect consumers and
merchants in a dynamic global marketplace via blockchain transactions. We onboard users,
consumers and referrers through our Affiliate Incentivized Marketing (AIM) model while merchants are onboarded via our Merchant
Incentivized Marketing (MIM) model. Some products and services offered in our ecosystem include procurement of discounted goods
and services, referral reward system, mobile games and digital marketing, financial markets apps and a “Business Centre”
within the same app. Our E-commerce platform not only offers users the ability to make online purchases, but also the convenience
of an O2O (Online to Offline) platform whereby consumers can transact at a discount online while goods and services are distributed
at a physical location. This drives traffic to the already weakened retail industry. The Business Centre within our ecosystem is
offered through a mobile app and allows users to create their own referral platform within our ecosystem.



We are pursuing a plan
of expansion and hope to achieve revenue growth through mass adoption by users and merchants of our platform/ecosystem. We seek
to increase our user and merchant base through user incentive programs and brand awareness marketing programs, among other things.
We expect to focus on users and merchants located in China and the Asia Pacific region in the foreseeable future. Similarly, we
intend to seek corporate growth by listing our securities on a national exchange such as the Nasdaq Capital Markets in the future.
There can be no assurance, however, that we will be able to successfully grow our revenues or list our securities on a national
exchange in the future, if ever.



Financial Condition



During the twelve-month
period following the date of this annual report, we anticipate that we will not generate any revenue. Accordingly, we will be required
to obtain additional financing in order to pursue our plan of operations during and beyond the next twelve months. We believe that
debt financing will not be an alternative for funding as we do not have tangible assets to secure any debt financing. We anticipate
that additional funding will be in the form of equity financing from the sale of our common stock or shareholder loans. However,
we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock or shareholder loans to establish our new business.

Results of Operations



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



The following table
sets forth certain operational data for the year ended March 31, 2019, compared to the year ended March 31, 2018:



The following table
sets forth certain operational data for the year ended March 31, 2019 and 2018:



|                                                         |  | Year ended March 31, |             
|-------------------------------------------------------- |  | -------------------- | ------------
|                                                         |  | 2019                 |             
|Net Revenue                                              |  | $                    | 8,626,718   
|Cost of revenue                                          |  | $                    | (2,570,143  
|Gross profit (loss)                                      |  | $                    | 6,056,575   
|Operating expenses:                                      |  |                      |             
|Sales and marketing expense                              |  | $                    | 898,407     
|General and operating expenses                           |  | $                    | 3,665,106   
|Total operating expenses*                                |  | $                    | (4,563,513  
|(Loss) income from operations*                           |  | $                    | 1,493,062   
|(Loss) income before income taxes*                       |  | $                    | (497,213    
|NET (LOSS) / INCOME*                                     |  | $                    | (681,488    
|Stock based compensation                                 |  | $                    | (123,009,343
|NET (LOSS) / INCOME (INCLUDING STOCK BASED COMPENSATION) |  | $                    | (123,690,831

*Excluding one-time, non-cash Stock
based compensation







16







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.



Key Performance
Indicators: Gross Cash Receipts, Supplier Product & Logistics Allowance and Commission Payout.



In addition to Net
Revenue, we focus on several non-GAAP key performance indicators to assist us in assessing the strength of product sales and our
supply chain across different geographical regions: Gross Cash Receipts, Supplier Product & Logistics Allowance, and Commission
Payout.



“Gross Cash Receipts”
means proceeds actually received from products sold. This is a non-GAAP indicator that does not correlate to gross revenue
and may not be comparable to similarly-titled measures used by other companies.



“Undelivered
items” refers to products sold for which we have received payment but have not yet been delivered to the purchaser.
This is a non-GAAP indicator on which we rely to assess the strength and performance of our supply chain, product delivery
obligations, product trends and the like.



“Supplier Product
& Logistics Allowances” means the fees and costs that we pay to the applicable product supplier to manufacture, package
and ship our products to our end customer.  This is a non-GAAP indicator on which we rely to determine the cost of manufacturing,
packaging and delivering our products.



“Commission
Payout” refers to the commission payments that we make to resellers of our products.



The criteria we use
to determine how and when we recognize the foregoing key performance indicators are not identical to our revenue recognition policies
under U.S. GAAP.  By way of example, unlike net sales, which are generally recognized when the product is delivered and both
the title and risk and rewards pass to the buyer, as discussed in greater detail in Note 2, Summary of Significant Accounting
Policies, to the Consolidated Financial Statements, we recognize Gross Cash Receipts when we receive funds from the buyer,
which is generally prior to the product being delivered to the buyer.









17







The following describes
the relationship between our key performance indicators and US GAAP reporting:



|                                                    |  | Year ended March 31, |            
|--------------------------------------------------- |  | -------------------- | -----------
|                                                    |  | 2019                 |            
|Gross Cash Receipts                                 |  | $                    | 35,392,801 
|Less: Undelivered items                             |  | $                    | (5,138,454 
|Less: Supplier’s product & logistics
    allowances |  | $                    | (8,953,825 
|Less: Commission payout                             |  | $                    | (13,431,260
|Net Cash Receipts                                   |  | $                    | 7,869,262  
|                                                    |  |                      |            
|Other Sales                                         |  | $                    | 757,456    
|                                                    |  |                      |            
|Net Revenue                                         |  | $                    | 8,626,718  



For the year ended
March 31, 2019, our Gross Cash Receipts net of sales was $35,392,801, representing a 25% year-on-year increase from $28,379,893
for the same period ended 2018. This was attributed to change in product and offering mix from sale of Cordyceps in China to sales
from our V-More ecommerce platform. Our customers’ orders are fulfilled on a first in, first out basis over each month. Currently,
we have yet to deliver $5,138,454 of products. We hope to progressively fulfill these backorders over the next three months.



Our Supplier Product
& Logistics Allowances for the year ended March 31, 2019 and 2018 were $8,953,825 and $8,969,568
respectively. This represents a marginal change year-on-year. These were mainly attributable to the sale of Cordyceps
in China which are primarily distributed through Resellers.



Commission Payout for
the year ended March 31, 2019 was $13,431,260 as compared to $12,178,312
for the year ended March 31, 2018. The increase in Commission Payout was due to increased sales from V-More in Malaysia and Indonesia.



For the year ended
March 31, 2019, other sales of $757,456 consisted mainly of service fee income and management fee income as compared to $221,779
for the same period of 2018 where other sales consisted primarily of service fee income.



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.



Gross Profit.
We achieved a gross profit of $6,056,575 and $2,791,590 for the year ended March 31, 2019, and 2018, respectively. The increase
in gross profit is primarily attributable to the increase in business and a gradual shift in business focus from Cordyceps and
Cerfrion product sales to V-More ecommerce growth in Malaysia and Indonesia.



Operating Expenses.
During the year ended March 31, 2019, and 2018, we incurred operating expenses (excluding stock based compensation) of $4,563,513
and $2,551,444 respectively. The increase in operating expenses is primarily attributable to an increase in in our manpower resources
to support our increased business and shift in business focus and increased professional fees incurred in connection with being
a smaller reporting company, offset by decreased sales and marketing expenses resulting from the consolidation of our group marketing
resources.



Net Income (Loss)
(excluding stock based compensation). We recorded a net loss of $681,488 and a net income of $246,632 for the year ended March
31, 2019, and 2018, respectively. The net loss is primarily due to impairment loss on goodwill of $2,036,948, that resulted from
the previous acquisition of The Digital Agency Private Limited and Noble Digital Apps Sendirian Berhad. We hope to make progressive
changes to our business model over the next few months to further improve our net income.









18







Stock Based Compensation.During the year ended March 31, 2019, we incurred a one-time, non-cash stock based compensation charge of $123,009,343 through
an aggregate issuance of 61,504,672 shares of our common stock, at a market value of $2 per share. The issuance of 35,540,999 shares
of our common stock was made to about 1850 sales associates for prior sales and marketing services provided to us and our subsidiaries
and affiliates, 21,480,000 shares of our common stock was made to consultants for merchant acquisition in China V-More and 4,483,673
shares of our common stock were issued to our vendor for fulfillment of the vendor’s promotional digital offerings to our
customers. We also recorded a deferred compensation in our stockholders’ equity of $10,936,760 which primarily consisted
of unvested shares that were issued to our digital consultant pursuant to the V-Consulting Agreement in connection to the supply
of certain digital offerings and services to our customers, including without limitation, order fulfilment services with respect
to orders from our customers received through the Digital Consultant’s online platform and its related digital offerings.



No stock based compensation
was incurred during the year ended March 31, 2018.



Net Income (Loss)
(including stock based compensation). We recorded a net loss of $123,690,831 and a net income of $246,632 for the year ended
March 31, 2019, and 2018, respectively. The increase in the net loss is primarily due to a one-time, non-cash stock based compensation
charge of $123,009,343 to affiliates, consultants and fulfillment through our digital consultant vendor.



Liquidity and Capital Resources



As of March 31, 2019,
we had current assets of $10,037,370 and current liabilities of $12,264,637. Our current assets consisted of $691,331 of cash and
cash equivalents, $6,145,460 of accounts receivable, purchase deposits of $2,600,732, an amount due from a third party of $221,327,
$361,884 of deposits, prepayment and other receivables, and inventories of $16,636. Our current liabilities consisted of $1,617,855
of commission liabilities, $8,979,352 of deferred revenue, $964,001 of accrued liabilities and other payables, $91,483 of amount
due to Eldee Tang, our Chief Executive Officer and Director, $280,317 of amount due to related party consisting of unsecured non-interest
bearing advances from our shareholder Ms. Kao Wei-Chen, $84,672 of tax payable and $246,957 of finance lease. We also recorded
a deferred compensation in our stockholders’ equity of $10,936,760 which primarily consisted of unvested shares that were
issued to our digital consultant pursuant to the V-Consulting Agreement in connection to the supply of certain digital offerings
and services to our customers, including without limitation, order fulfilment services with respect to orders from our customers
received through the Digital Consultant’s online platform and its related digital offerings.



As of March 31, 2018,
we had current assets of $3,549,885 and current liabilities of $5,659,288. Our current assets consisted of $1,536,980 of cash and
cash equivalents, purchase deposits of $1,463,151 and an amount due from a third party of $228,875 and $320,879 of deposits, prepayment
and other receivables. Our current liabilities consisted of $417,811 of account payables, $428,158 of commission liabilities, $3,962,773
of deferred revenue, $361,586 of accrued liabilities and other payables, $69,069 of amount due to Eldee Tang, our Chief Executive
Officer and Director, $335,546 of tax payable and $84,345 of finance lease.



We had accumulated
deficits of $125,141,278 and $1,131,214 as of March 31, 2019 and March 31, 2018, respectively. The increase in accumulated deficit
is mainly due to a one-time, non-cash stock based compensation of $123,009,343 to about 1850 sales associates for prior sales and
marketing services provided to us and our subsidiaries and affiliates, merchant acquisition consultants and digital offerings consultant.



Related Party Transactions



From time to time,
our shareholders advance funds to the Company on an unsecured, non-interest bearing basis, which funds are due on demand. As of
March 31, 2019 and March 31, 2018, Ms. Kao Wei-Chen, our former affiliate, advanced $280,317, all of which is outstanding.



During the year ended
March 31, 2019, and 2018, we made payments to the related parties as follow:



|                               |  | March 31, 2019      |         |  | March 31, 2019   |  
|------------------------------ |  | ------------------- | ------- |  | ---------------- | -
|Vendor                         |  | Amount for the year |         |  | Accounts Payable |  
|WMI Holdings Private Limited   |  | $                   | 263,548 |  |                  | $
|WMI Enterprise Private Limited |  | $                   | –       |  |                  | $
|GToken Private Limited         |  | $                   | 82,882  |  |                  | $
|GToken Limited                 |  | $                   | 460,115 |  |                  | $



|                               |  | March 31, 2018      |         |  | March 31, 2018   |  
|------------------------------ |  | ------------------- | ------- |  | ---------------- | -
|Vendor                         |  | Amount for the year |         |  | Accounts Payable |  
|WMI Holdings Private Limited   |  | $                   | 151,452 |  |                  | $
|WMI Enterprise Private Limited |  | $                   | 106,476 |  |                  | $
|GToken Private Limited         |  | $                   | 108,496 |  |                  | $
|GToken Limited                 |  | $                   | 50,871  |  |                  | $



Eldee Tang, our Chief
Executive Officer and Director, owns 66.5% of WMI Holdings Private Limited and 50% of WMI Enterprise Private Limited. Eldee Tang
also owns 10% of Gtoken Limited and 9.2% of Gtoken Private Limited.











19









From time to time,
Eldee Tang, our Chief Executive Officer and Director, advances funds to the Company for working capital purposes. Those advances
are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant.
As of March 31, 2019 and 2018 the Company owed Eldee Tang a balance of $91,483 and $69,069 respectively.



|                                                       |  | Year ended |           
|------------------------------------------------------ |  | ---------- | ----------
|                                                       |  |            | 3/31/2019 
|Net cash generated from (used in) operating activities |  | $          | 688,656   
|Net cash generated from (used in) investing activities |  | $          | (3,770,863
|Net cash generated from (used in) financing activities |  | $          | 2,626,180 



Net Cash Generated
from (Used In) Operating Activities



Net cash generated
from operating activities was $688,656 for the year ended March 31, 2019, and consisted primarily of a net loss of $123,690,831,
adjusted for amortization of intangible of $278,480, depreciation of property, plant and equipment of $185,392, impairment loss
on goodwill of $2,036,948, a gain on disposal of property, plant and equipment of $54,582 and a one-time non-cash stock based compensation
of $123,009,343, an increase in accrued liabilities and other payables of $613,288, an increase in commission liabilities of $1,201,758,
an increase in deferred revenue of $5,138,455, offset by an increase in account receivable of $6,134,950, an increase in purchase
deposit of $1,183,802, an increase in deposits, prepayments and other receivables of $51,496, increase in inventories of $16,608,
a decrease in account payables of $403,341 and a decrease in income tax payable of $239,398.



Net cash generated
from operating activities was $3,250,537 for the year ended March 31, 2018, and consisted primarily of a net income of $246,632,
adjusted for amortization of intangible of $12,725 and depreciation of property, plant and equipment of $61,674, an decrease in
amount due from related companies of $12,888, an increase in account payables of $374,098, an increase in accrued liabilities and
other payables of $227,613, an increase in deferred revenue of $3,829,812, an increase in tax payable of $280,658, offset by an
increase in purchase deposit of $1,414,059, an increase in deposits, prepayments and other receivables of $31,941, and a decrease
in commission liabilities of $349,563.



Net Cash Used In
Investing Activities



Net cash used in investing
activities was $3,770,863 for the year ended March 31, 2019, and consisted primarily of the proceed from disposal of property,
plant and equipment of $184,124, purchases of property, plant and equipment of $3,808,439, purchase of intangible assets of $184,124
and cash received from acquisition of subsidiaries of $37,576. Net cash used in investing activities was $268,417 for the year
ended March 31, 2018, and consisted solely of purchases of plant and equipment.



Net Cash Generated
From (Used In) Financing Activities



Net cash generated
from financing activities for the year ended March 31, 2019 was $2,626,180 and consisted primarily of proceeds from the issuance
of our securities of $152,726, proceeds from Eldee Tang, our Chief Executive Officer and director of $24,649, proceed from related
parties of $279,837 and proceed from finance lease $2,168,968.



Net cash used in financing
activities for the year ended March 31, 2018 was $1,786,526 and consisted primarily of repayment to a director of $1,010,637, a
repayment to a third party of $221,195, repayment to related parties of $632,434, proceeds from finance lease of $77,740.



We have never paid
dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion;
consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.



The success of our
growth strategy is dependent upon the availability of additional capital resources on terms satisfactory to management as we are
not generating revenues from our business operations. Our sources of capital in the past have included the sale of equity securities,
which include common stock sold in private transactions, capital leases and stockholder advances. There can be no assurance that
we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity
discussed above are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity
sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of
our equity securities or arrange for debt or other financing to fund our plan of operations.



Off-Balance Sheet Arrangements



We have no outstanding
off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities
involving non-exchange traded contracts.









20







Critical Accounting Policies and Estimates



The preparation of
financial statements in conformity with accounting principles generally accepted in the United States requires our management to
make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures
of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation
of our financial statements. These accounting policies are important for an understanding of our financial condition and results
of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and
results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are
particularly sensitive because of their significance to financial statements and because of the possibility that future events
affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies
are critical in the preparation of our financial statements.



| | • | Basis
of presentation
| | - | ---------------------



These accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).



| | • | Use
of estimates
| | - | ----------------



In preparing these consolidated financial
statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance
sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.



| | • | Related
parties
| | - | ---------------



The Company follows subtopic 850-10 of
the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.



Pursuant to section 850-10-20 the related
parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required,
absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted
for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the
Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management
or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its
own separate interests; and g) other parties that can significantly influence the management or operating policies of the
transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other
to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.



The financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar
items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated
or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the
relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an
understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each
of the periods for which income statements are presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet
presented and, if not otherwise apparent, the terms and manner of settlement.









21







| | • | Fair
value of financial instruments
| | - | -----------------------------------



The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:



|Level 1 |  | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                             
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                            
|Level 2 |  | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|        |  |                                                                                                                                                            
|Level 3 |  | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                   



Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.



The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.



The carrying amounts of the Company’s
financial assets and liabilities, such as cash and accounts payable and accrued expenses, approximate their fair values because
of the short maturity of these instruments.



Transactions involving related parties
cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions
were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.



| | • | Recent
accounting pronouncements
| | - | --------------------------------



The Company has reviewed all recently issued,
but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected
to cause a material impact on its financial condition or the results of its operations.



ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk.



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.



ITEM 8. Financial
Statements and Supplementary Data.



The consolidated financial
statements and the Report of Independent Registered Certified Public Accounting Firm thereon are filed pursuant to this Item 8
and are included in this report beginning on page F-1.







22







NOBLE VICI GROUP, INC.





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS









|                                                                                                                 | Page      
|---------------------------------------------------------------------------------------------------------------- | ----------
|                                                                                                                 |           
|Report of Independent Registered Public Accounting Firm                                                          | F-2       
|                                                                                                                 |           
|Consolidated Balance Sheets at March 31, 2019 And 2018                                                           | F-3       
|                                                                                                                 |           
|Consolidated Statements of Operations for the Years ended March 31, 2019 And 2018                                | F-4       
|                                                                                                                 |           
|Consolidated Statements of Cash Flows for the Years ended March 31, 2019 And 2018                                | F-5       
|                                                                                                                 |           
|Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years ended March 31, 2019 And 2018 | F-6       
|                                                                                                                 |           
|Notes to Consolidated Financial Statements                                                                       | F-7 – F-26















F-1









| | 
| | 





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.



Emphasis of Matter



As
discussed in Note 2 to the consolidated financial statements,as of March 31, 2019, the Company suffered from an accumulated
deficit of $125,141,278 and working capital deficit of $2,227,267. Management’s
plans in regard to this matter are described in Note 2.



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









F-2







NOBLE VICI GROUP, INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2019 AND 2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



|                                                                                                                                                                                |  | March 31, 2019 |              |   | March 31, 2018 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------------ | - | -------------- | -
|ASSETS                                                                                                                                                                          |  |                |              |   |                |  
|Current assets:                                                                                                                                                                 |  |                |              |   |                |  
|Cash and cash equivalents                                                                                                                                                       |  | $              | 691,331      |   |                | $
|Accounts receivable                                                                                                                                                             |  |                | 6,145,460    |   |                |  
|Purchase deposits                                                                                                                                                               |  |                | 2,600,732    |   |                |  
|Amount due from a third party                                                                                                                                                   |  |                | 221,327      |   |                |  
|Deposits, prepayment and other receivables                                                                                                                                      |  |                | 361,884      |   |                |  
|Inventories                                                                                                                                                                     |  |                | 16,636       |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|Total current assets                                                                                                                                                            |  |                | 10,037,370   |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|Non-current assets:                                                                                                                                                             |  |                |              |   |                |  
|Intangible assets, net                                                                                                                                                          |  |                | 566,262      |   |                |  
|Property, plant and equipment, net                                                                                                                                              |  |                | 3,754,685    |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|TOTAL ASSETS                                                                                                                                                                    |  | $              | 14,358,317   |   |                | $
|                                                                                                                                                                                |  |                |              |   |                |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                  |  |                |              |   |                |  
|Current liabilities:                                                                                                                                                            |  |                |              |   |                |  
|Accounts payable                                                                                                                                                                |  | $              | –            |   |                | $
|Commission liabilities                                                                                                                                                          |  |                | 1,617,855    |   |                |  
|Deferred revenue                                                                                                                                                                |  |                | 8,979,352    |   |                |  
|Accrued liabilities and other payables                                                                                                                                          |  |                | 964,001      |   |                |  
|Amount due to a director                                                                                                                                                        |  |                | 91,483       |   |                |  
|Amount due to related party                                                                                                                                                     |  |                | 280,317      |   |                |  
|Income tax payable                                                                                                                                                              |  |                | 84,672       |   |                |  
|Current portion of obligations under finance leases                                                                                                                             |  |                | 246,957      |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|Total current liabilities                                                                                                                                                       |  |                | 12,264,637   |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|Long-term liabilities:                                                                                                                                                          |  |                |              |   |                |  
|Obligations under finance leases                                                                                                                                                |  |                | 2,008,708    |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|TOTAL LIABILITIES                                                                                                                                                               |  |                | 14,273,345   |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                                  |  |                |              |   |                |  
|Common stock, 3,000,000,000 authorized common shares of $0.0001 par value 210,704,160 and 140,000,000 shares issued and outstanding as of March 31, 2019 and 2018, respectively |  |                | 21,070       |   |                |  
|Additional paid up capital                                                                                                                                                      |  |                | 136,227,920  |   |                |  
|Deferred compensation                                                                                                                                                           |  |                | (10,936,760  | ) |                |  
|Accumulated other comprehensive loss                                                                                                                                            |  |                | 20,089       |   |                |  
|Accumulated losses                                                                                                                                                              |  |                | (125,141,278 | ) |                |  
|Total NVGI stockholders’ equity (deficit)                                                                                                                                       |  |                | 191,041      |   |                |  
|Non-controlling interest                                                                                                                                                        |  |                | (106,069     | ) |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|Total equity (deficit)                                                                                                                                                          |  |                | 84,972       |   |                |  
|                                                                                                                                                                                |  |                |              |   |                |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                            |  | $              | 14,358,317   |   |                | $





See accompanying notes to consolidated financial
statements.







F-3







NOBLE VICI GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”))



|                                            |  | Years ended March 31, |             
|------------------------------------------- |  | --------------------- | ------------
|                                            |  | 2019                  |             
|                                            |  |                       |             
|REVENUE, NET                                |  | $                     | 8,626,718   
|                                            |  |                       |             
|Cost of goods sold                          |  |                       | (2,570,143  
|                                            |  |                       |             
|Gross profit                                |  |                       | 6,056,575   
|                                            |  |                       |             
|Operating expenses:                         |  |                       |             
|Sales and marketing                         |  |                       | 898,407     
|General and administrative                  |  |                       | 3,665,106   
|Stock-based compensation                    |  |                       | 123,009,343 
|Total operating expenses                    |  |                       | 127,572,856 
|                                            |  |                       |             
|(LOSS) INCOME FROM OPERATIONS               |  |                       | (121,516,281
|                                            |  |                       |             
|Other (expense) income:                     |  |                       |             
|Interest income                             |  |                       | 32          
|Interest expense                            |  |                       | (47,323     
|Impairment loss on goodwill                 |  |                       | (2,036,948  
|Government subsidy income                   |  |                       | 1,146       
|Sundry income                               |  |                       | 92,818      
|Total other (expense) income                |  |                       | (1,990,275  
|                                            |  |                       |             
|(LOSS) INCOME BEFORE INCOME TAXES           |  |                       | (123,506,556
|                                            |  |                       |             
|Income tax expense                          |  |                       | (184,275    
|                                            |  |                       |             
|NET (LOSS) INCOME                           |  | $                     | (123,690,831
|                                            |  |                       |             
|Other comprehensive income:                 |  |                       |             
|– Foreign currency translation loss         |  |                       | 66,529      
|                                            |  |                       |             
|COMPREHENSIVE (LOSS) INCOME                 |  | $                     | (123,624,302
|                                            |  |                       |             
|Net (loss) income per share:                |  |                       |             
|– Basic and diluted                         |  | $                     | (0.80       
|                                            |  |                       |             
|Weighted average common shares outstanding: |  |                       |             
|– Basic and diluted                         |  |                       | 153,879,552 





See accompanying notes to consolidated financial
statements.







F-4







NOBLE VICI GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”))



|                                                       |  | Years ended March 31, |             
|------------------------------------------------------ |  | --------------------- | ------------
|                                                       |  | 2019                  |             
|                                                       |  |                       |             
|Cash flow from operating activities:                   |  |                       |             
|Net (loss) income before income tax                    |  | $                     | (123,690,831
|Adjustments for:                                       |  |                       |             
|Amortization of intangible assets                      |  |                       | 278,480     
|Depreciation of property, plant and equipment          |  |                       | 185,392     
|Impairment loss on goodwill                            |  |                       | 2,036,948   
|Gain on disposal of property, plant and equipment      |  |                       | (54,582     
|Stock-based compensation                               |  |                       | 123,009,343 
|                                                       |  |                       |             
|Change in operating assets and liabilities:            |  |                       |             
|Accounts receivable                                    |  |                       | (6,134,950  
|Purchase deposit                                       |  |                       | (1,183,802  
|Deposits, prepayment and other receivables             |  |                       | (51,496     
|Amounts due from related companies                     |  |                       | –           
|Inventories                                            |  |                       | (16,608     
|Accounts payable                                       |  |                       | (403,341    
|Accrued liabilities and other payables                 |  |                       | 613,288     
|Commission liabilities                                 |  |                       | 1,201,758   
|Deferred revenue                                       |  |                       | 5,138,455   
|Tax payable                                            |  |                       | (239,398    
|Cash generated from operating activities               |  |                       | 688,656     
|                                                       |  |                       |             
|Cash flow from investing activities:                   |  |                       |             
|Proceed from disposal of property, plant and equipment |  |                       | 184,124     
|Purchase of property, plant and equipment              |  |                       | (3,808,439  
|Purchase of intangible assets                          |  |                       | (184,124    
|Cash from acquisition of subsidiaries                  |  |                       | 37,576      
|                                                       |  |                       |             
|Net cash used in investing activities                  |  |                       | (3,770,863  
|                                                       |  |                       |             
|Cash flow from financing activities:                   |  |                       |             
|Proceeds from shareholders                             |  |                       | 152,726     
|Advance from (repayment to) a director                 |  |                       | 24,649      
|Repayment to a third party                             |  |                       | –           
|Advances from (repayment to) related parties           |  |                       | 279,837     
|Proceeds from finance leases                           |  |                       | 2,168,968   
|Net cash generated from (used in) financing activities |  |                       | 2,626,180   
|                                                       |  |                       |             
|Foreign currency translation adjustment                |  |                       | (389,622    
|                                                       |  |                       |             
|Net change in cash and cash equivalents                |  |                       | (845,649    
|                                                       |  |                       |             
|BEGINNING OF YEAR                                      |  |                       | 1,536,980   
|                                                       |  |                       |             
|END OF YEAR                                            |  | $                     | 691,331     
|                                                       |  |                       |             
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION       |  |                       |             
|Cash paid for income taxes                             |  | $                     | 174,540     
|Cash paid for interest                                 |  | $                     | 47,323      





See accompanying notes to consolidated financial
statements.







F-5







NOBLE VICI GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



|                                                |  | Common stock |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|----------------------------------------------- |  | ------------ | ----------- |  | ------ | - | ------ | --------------- |  | - | ------------ |  |  | ------------------------------- | ----------- | - | ----------- | - | ------- | -------------------------- |  | - | -------------------- | -
|                                                |  | No. of       |             |  |        |   |        | Additional paid |  |   | Deferred     |  |  | Accumulated other comprehensive |             |   | Accumulated |   |         | Total stockholders’ equity |  |   | Non-
    controlling |  
|                                                |  | shares       |             |  | Amount |   |        | up capital      |  |   | compensation |  |  | (loss) income                   |             |   | losses      |   |         | (deficit)                  |  |   | interest             |  
|Balance as of April 1, 2017 (restated)          |  |              | 140,000,000 |  |        | $ | 14,000 |                 |  | $ | –            |  |  | $                               | –           |   |             | $ | 32,956  |                            |  | $ | (1,377,846           | )
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Foreign currency translation adjustment         |  |              | –           |  |        |   | –      |                 |  |   | –            |  |  |                                 | –           |   |             |   | (79,396 | )                          |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Net loss for the year                           |  |              | –           |  |        |   | –      |                 |  |   | –            |  |  |                                 | –           |   |             |   | –       |                            |  |   | 246,632              |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Balance as of March 31, 2018                    |  |              | 140,000,000 |  |        | $ | 14,000 |                 |  | $ | –            |  |  | $                               | –           |   |             | $ | (46,440 | )                          |  | $ | (1,131,214           | )
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Shares issued for acquisition of legal acquirer |  |              | 2,663,135   |  |        |   | 266    |                 |  |   | –            |  |  |                                 | –           |   |             |   | –       |                            |  |   | (319,233             | )
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Fractional shares from reverse splits           |  |              | 26          |  |        |   | –      |                 |  |   | –            |  |  |                                 | –           |   |             |   | –       |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Capital injection from shareholder              |  |              | –           |  |        |   | –      |                 |  |   | 152,726      |  |  |                                 | –           |   |             |   | –       |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Shares issue for acquisition of subsidiaries    |  |              | 1,020,000   |  |        |   | 102    |                 |  |   | 2,039,898    |  |  |                                 | –           |   |             |   | –       |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Non-controlling interest from acquisition       |  |              | –           |  |        |   | –      |                 |  |   | –            |  |  |                                 | –           |   |             |   | –       |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Shares issued for services                      |  |              | 67,020,999  |  |        |   | 6,702  |                 |  |   | 134,035,296  |  |  |                                 | –           |   |             |   | –       |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Foreign currency translation adjustment         |  |              | –           |  |        |   | –      |                 |  |   | –            |  |  |                                 | –           |   |             |   | 66,529  |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Shares issued for services to be rendered       |  |              | –           |  |        |   | –      |                 |  |   | –            |  |  |                                 | (10,936,760 | ) |             |   | –       |                            |  |   | –                    |  
|                                                |  |              |             |  |        |   |        |                 |  |   |              |  |  |                                 |             |   |             |   |         |                            |  |   |                      |  
|Net loss for the year                           |  |              | –           |  |        |   | –      |                 |  |   | –            |  |  |                                 | –           |   |             |   | –       |                            |  |   | (123,690,831         | )
|Balance as of March 31, 2019                    |  |              | 210,704,160 |  |        | $ | 21,070 |                 |  | $ | 136,227,920  |  |  | $                               | (10,936,760 | ) |             | $ | 20,089  |                            |  | $ | (125,141,278         | )





See accompanying notes to consolidated financial
statements.







F-6









NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



|1. | DESCRIPTION OF BUSINESS AND ORGANIZATION
|-- | ----------------------------------------



Noble Vici Group, Inc. (the “Company”),
formerly known as Gold Union Inc., was incorporated under the laws of the State of Delaware on July 6, 2010 under the name of Advanced
Ventures Corp. Effective January 6, 2014, the Company changes its name to “Gold Union Inc.” Effective March 26, 2018,
the Company changes its current name to Noble Vici Group, Inc (“NVGI”).



On August 8, 2018, the Company executed
a Share Exchange Agreement (“the “Share Exchange Agreement”) with Noble Vici Private Limited (“NVPL”),
a corporation organized under the laws of Singapore, and Eldee Tang, the sole shareholder of NVPL, and also its Chief Executive
Officer and Director. Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares
of the NVPL, representing 1,000,001 ordinary shares of NVPL, in exchange for 140,000,000 shares of its common stock. The Company
consummated the acquisition of NVPL on August 8, 2018. The Company relied on the exemption from registration pursuant to Section
4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders
of NVPL.



Prior to the acquisition, the Company was
considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, NVPL will comprise the ongoing
operations of the combined entity and its senior management will serve as the senior management of the combined entity. NVPL is
deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company.
Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial
statements of NVPL, and the Company’s assets, liabilities and results of operations will be consolidated with NVPL beginning
on the acquisition date. NVPL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer
but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are
those of the accounting acquirer (NVPL). Historical stockholders’ equity of the accounting acquirer prior to the merger are
retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the
merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial
statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.



The Company is currently engaged in the
IoT, Big Data, Blockchain and E-commerce business.



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 | 
|--------------------------------------- |  | ----------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------------------------------------------- | --------------------------------------------- |  | ----------------------- | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|Noble Infotech
    Applications Pte Ltd |  | Republic of Singapore                           |  | Development of
    software for interactive digital media and software consultancy |  |                                                     | S$
                                         1 |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|Noble Digital Apps Sendirian
    Berhad |  | Federation of Malaysia                          |  | Digital apps and big data
    business                                             |  |                                                     | MYR1,000                                      |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|The Digital Agency Pte. Ltd.            |  | Republic of Singapore                           |  | Business and management consultancy
    services                                   |  |                                                     | $1                                            |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|Venvici Pte Ltd                         |  | Republic of Singapore                           |  | Business and management consultancy
    services on e-commerce service             |  |                                                     | S$100,000                                     |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|Venvici Ltd                             |  | Republic of Seychelles                          |  | Business and management consultancy
    services on e-commerce service             |  |                                                     | US$50,000                                     |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|Ventrepreneur (SG) Pte
    Ltd          |  | Republic of Singapore                           |  | Online retailing                                                                   |  |                                                     | S$10,000                                      |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|UB45 Pte Limited                        |  | Republic of Singapore                           |  | Investment holding                                                                 |  |                                                     | S$10,000                                      |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|VMore Merchants Pte Ltd
    #           |  | Republic of Singapore                           |  | Merchants onboarding                                                               |  |                                                     | S$1,000                                       |  |                         | 
|                                        |  |                                                 |  |                                                                                    |  |                                                     |                                               |  |                         | 
|AIM System Pte Ltd #                    |  | Republic of Singapore                           |  | Affiliate System Provider                                                          |  |                                                     | S$1,000                                       |  |                         | 







F-7











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



On January 19, 2019, the Company established
a branch office in Taiwan.



# these subsidiaries were established on
April 1, 2019.



The Company and its subsidiaries are hereinafter
referred to as (the “Company”).





| | 2. | GOING CONCERN
                                         UNCERTAINTIES
| | -- | --------------------------------------------------------------------



The accompanying 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.



As of March 31, 2019, the Company suffered
from an accumulated deficit of $125,141,278 and working capital deficit of $2,227,267. The continuation of the Company as a going
concern through March 31, 2020 is dependent upon the continued financial support from its stockholders. 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.



| | 3. | SUMMARY OF
                                         SIGNIFICANT ACCOUNTING POLICIES
| | -- | -----------------------------------------------------------------------------------



The accompanying consolidated financial statements reflect the
application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated
financial statements and notes.



| | • | Basis of presentation
| | - | ---------------------



These accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).



| | • | Basis of consolidation
| | - | ----------------------



The consolidated financial statements include
the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have
been eliminated upon consolidation.









F-8











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | • | Use of estimates and assumptions
| | - | --------------------------------



In preparing these 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.



| | • | Cash and cash equivalents
| | - | -------------------------



Cash and cash equivalents are carried at
cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments
with an original maturity of three months or less as of the purchase date of such investments.



| | • | Accounts receivable
| | - | -------------------



Accounts receivable consist of amounts
due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful
accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts receivable based on past
collection history, age, account payment status compared to invoice payment terms and specific individual risks identified. The
delinquency of a receivable account is determined based on these factors. The Company does not accrue interest on aged accounts
receivable. As of March 31, 2019, there were no allowances for doubtful accounts.



| | • | Inventories
| | - | -----------



Inventories are stated at the lower of
cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to finished
goods for commercial sales.



| | • | Purchase deposit
| | - | ----------------



Purchase deposits represent deposit payments
made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received
by the Company, or refundable in the next twelve months.



| | • | Intangible assets
| | - | -----------------



Intangible assets represented the acquired
game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its
intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator
for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of
3 years.











F-9











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)





| | • | 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 lives                  
|------------------------------ | ---------------------------------------
|Building                       | 38 years or lesser than term of lease  
|Leasehold improvements         | 3-10 years or lesser than term of lease
|Furniture and fittings         | 3 years                                
|Office equipment and computers | 1- 3 years                             
|Motor vehicle                  | 2-3.33 years                           



Expenditures for repairs and maintenance
are expensed as incurred. When assets have been 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.



| | • | Impairment of long-lived assets
| | - | -------------------------------



In accordance with Accounting Standards
Codification ("ASC") Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets ”, the Company reviews
its long-lived assets, including property, plant and equipment, as well as intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable or that useful lives are
no longer appropriate. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the
asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. The Company provided a
full impairment loss to its goodwill from business combination as of March 31, 2019. There has been no impairment charge as of
March 31, 2018.



| | • | Revenue recognition
| | - | -------------------



On
April 1, 2018, Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with
Customers (Topic 606)” and all related amendments were adopted, which provides revised guidance for revenue
recognition. The standard’s core principle is that the Company should recognize the revenue for transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods and services. The standard defines a five-step process to recognize revenue and requires more
judgment and estimates within the revenue recognition process than required under previous U.S. GAAP, including identifying
performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price,
and allocating the transaction price to each separate performance obligation.



The
Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied, in an amount that reflects
the consideration the Company expects to receive in exchange for the product. Depending on the terms of the agreement with the
customer, the Company recognizes revenue either at a point-in-time (at shipment or delivery depending on agreed upon terms).
Product sales are recorded net of good and service taxes and product returns.



The Company records revenues from the sales
of third-party products on a “gross” basis pursuant to ASC 605-45 Revenue Recognition - Principal Agent Considerations,
when we are the primary obligor in the arrangement with the end customer and have the risks and rewards as principal in the transaction,
such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these
indicators have not been met, or if indicators of net revenue reporting specified in ASC 605-45 are present in the arrangement,
revenue is recognized net of related direct costs.









F-10











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | • | Cost of revenue
| | - | ---------------



Cost of revenue consists primarily of the
cost of goods sold and royalty expenses to the game owners, which are directly attributable to the sales of products and the rendering
of online gaming service.



Royalty charges and marketing expenses
paid to a related party totaled $468,477 and $442,581, for the years ended March 31, 2019 and 2018.



| | • | Commission credits
| | - | ------------------



The Company maintains a membership program,
whereby certain members earn commission credits, based on the sales volume of certain other members who are sponsored directly
or indirectly by the member. Commission credits are redeemable on future spending of the products purchased or playing online games.
Commission credits are recorded and classified as operating expense when the products are delivered and revenue is recognized.
The estimated liability for unredeemed commission credit is included in commission liability on the accompanying balance sheets.
Management reviews the adequacy for the accrual for unredeemed commission credits by periodically evaluating the historical redemption
and projected trends.



| | • | Income taxes
| | - | ------------



The Company adopted the ASC 740 Income
tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material
adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.



The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit
carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance
sheets and provides valuation allowances as management deems necessary.



| | • | Uncertain tax positions
| | - | -----------------------



The Company did not take any uncertain
tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25
for the years ended March 31, 2019 and 2018.











F-11











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | • | Finance leases
| | - | --------------



Leases that transfer substantially all
the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all
of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer
of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term
exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding
90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an
amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term
or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with
the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made
during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method
in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.



| | • | 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 consolidated 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’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore
Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their
operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency
is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the
year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate
component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.



Translation of amounts from S$ into US$1
has been made at the following exchange rates for the years ended March 31, 2019 and 2018:



|                                     |  | March 31, 2019 |        |  | March 31, 2018 | 
|------------------------------------ |  | -------------- | ------ |  | -------------- | 
|Year-end S$:US$1 exchange rate       |  |                | 1.3554 |  |                | 
|Annual average S$:US$1 exchange rate |  |                | 1.3578 |  |                | 



| | • | Comprehensive income
| | - | --------------------



ASC Topic 220, “Comprehensive
Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes
in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of
income tax expense or benefit.









F-12











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | • | Stock based compensation
| | - | ------------------------



For stock options granted as consideration
for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC
Topic 505-50 (“ASC 505-50”), “Equity Based Payments to Non- Employees.” Non-employee restricted
common stock and stock option grants that do not vest immediately upon grant, and whose terms are known, are recorded as an expense
over the vesting period of the underlying instrument granted. At the end of each financial reporting period prior to vesting, the
value of the instruments granted, will be re-measured using the fair value of the Company’s common stock and the stock-based
compensation recognized during the period will be adjusted accordingly.



For restricted common stock and stock option
awards that have performance-based conditions, the Company recognizes the stock-based compensation expense at the fair value of
the award based on the date that the performance conditions have been met.   The Company calculates the fair value
of the stock options using the Black Scholes option pricing model.   The fair value of restricted common stock awards
is based on the closing price of the Company’s common stock on the applicable measurement date.



The assumptions used in calculating the
fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application
of management’s judgment.



To date, the Company has not granted any
stock-based compensation awards to employees.



| | • | Segment reporting
| | - | -----------------



ASC Topic 280, “Segment Reporting”
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business segments and major customers in consolidated financial
statements. For the years ended March 31, 2019 and 2018, the Company operates in one reportable operating segment in Singapore
and Asian Region.



| | • | Retirement plan costs
| | - | ---------------------



Contributions to retirement plans (which
are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation
as the related employee service is provided.



| | • | Related parties
| | - | ---------------



The Company follows the ASC 850-10, Related
Party for the identification of related parties and disclosure of related party transactions.









F-13











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



Pursuant to section 850-10-20 the
related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value Option Subsection of section
825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of
employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal
owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party
controls or can significantly influence the management or operating policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can
significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.



The consolidated financial statements shall
include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other
similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature
of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the consolidated financial statements; c) the dollar amounts of transactions
for each of the periods for which income statements are presented and the effects of any change in the method of establishing the
terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance
sheet presented and, if not otherwise apparent, the terms and manner of settlement.



| | • | Commitments and contingencies
| | - | -----------------------------



The Company follows the ASC 450-20, Commitments
to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought therein.



If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.



Loss contingencies considered remote are
generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe,
based upon information available at this time that these matters will have a material adverse effect on the Company’s financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely
affect the Company’s business, financial position, and results of operations or cash flows.









F-14











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | • | Fair value of financial instruments
| | - | -----------------------------------



The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:



|Level 1 |  | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                             
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                            
|Level 2 |  | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|        |  |                                                                                                                                                            
|Level 3 |  | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                   



Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.



The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.



The carrying amounts of the Company’s
financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity
of these instruments.



| | • | Recent accounting pronouncements
| | - | --------------------------------

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that
a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences
of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the
Company's consolidated financial statements properly reflect the change.









F-15











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



In May 2014, the
Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue
from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single
comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing
revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting
periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company (we expect our Emerging Growth
Company status to expire on March 31, 2020), the Company is allowed to adopt new, or updated, accounting standards using the same
time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating
the impact of adoption of this ASU on the Company’s consolidated financial statements.



In March 2016,
the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is
the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous
U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement,
and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S.
GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying
asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from
that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning
of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as
of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new,
or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard
on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial
statements.



In June 2018,
the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07. ASU
2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments
to employees, with certain exceptions. The Company will adopt ASU 2018-07 prospectively as of April 1, 2019. The adoption of ASU
2018-07 is not expected to have a material impact on the Company’s financial position, results of operations or related disclosures.



In August 2018,
the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework –Changes
to the Disclosure Requirements for Fair Value Measurement(ASU 2018-13), which adds and modifies certain disclosure requirements
for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount and reasons for
transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements.
However, public business entities will be required to disclose the range and weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive
income. ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim
periods. Management is currently evaluating the impact that this guidance will have on the Company’s consolidated financial
statements.



Other accounting standards that have been
issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected
to have a material impact on the Company’s consolidated financial statements upon adoption.









F-16











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | 4. | BUSINESS COMBINATION
| | -- | --------------------



On September 17, 2018, the Company acquired
51% controlling interest in The Digital Agency Private Limited, a private limited company organized under the laws of Singapore
(“TDA”), and a start-up digital marketing company, at the purchase price of $1,020,000, by issuing 510,000 shares of
common stock of the Company, at a price of $2.00 per share.



The purchase price allocation resulted
in $1,028,140 of goodwill, as below:



|Acquired assets:             |  |   |          
|---------------------------- |  | - | ---------
|Cash and cash equivalents    |  | $ | 2,552    
|                             |  |   |          
|Less: Assumed liabilities    |  |   |          
|Accruals                     |  |   | (4,561   
|Amount due to director       |  |   | (6,131   
|                             |  |   |          
|Net assets acquired          |  |   | (8,140   
|Goodwill allocated           |  |   | 1,028,140
|Share issued for acquisition |  | $ | 1,020,000



Concurrently, on September 17, 2018, the
Company acquired 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited company organized under the
laws of Malaysia (“NDA”), and a start-up digital apps and big data company, at the purchase price of $1,020,000, by
issuing 510,000 shares of common stock of the Company, at a price of $2.00 per share.



The purchase price allocation resulted
in $1,008,808 of goodwill, as below:



|Acquired assets:                  |  |   |          
|--------------------------------- |  | - | ---------
|Cash and cash equivalents         |  | $ | 16,551   
|Amount due from related companies |  |   | 30,986   
|                                  |  |   |          
|Less: Assumed liabilities         |  |   |          
|Accruals                          |  |   | (25,571  
|Amount due to director            |  |   | (10,774  
|                                  |  |   |          
|Net assets acquired               |  |   | 11,192   
|Goodwill allocated                |  |   | 1,008,808
|Share issued for acquisition      |  | $ | 1,020,000









F-17











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



The Company’s acquisitions of TDA
and NDA were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration
based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the
Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified
as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related
costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.



The impairment test of the goodwill has
reviewed and the Company made a full provision on goodwill from business combination accordingly.



| | 5. | REVENUE
| | -- | -------



|                                     |  | Years ended March 31, |          
|------------------------------------ |  | --------------------- | ---------
|                                     |  | 2019                  |          
|                                     |  |                       |          
|Products sales, as principal         |  | $                     | 6,592,054
|Products sales, as agent (net basis) |  |                       | 1,277,208
|Other operating revenue              |  |                       | 757,456  
|                                     |  | $                     | 8,626,718



| | 6. | PROPERTY, PLANT
                                         AND EQUIPMENT
| | -- | ----------------------------------------------------------------------



Property, plant and equipment consisted
of the following:



|                               |  | As of March 31, |          
|------------------------------ |  | --------------- | ---------
|                               |  | 2019            |          
|At cost:                       |  |                 |          
|Building                       |  | $               | 3,400,327
|Leasehold improvement          |  |                 | 223,886  
|Furniture and fittings         |  |                 | 30,362   
|Office equipment and computers |  |                 | 157,953  
|Motor vehicle                  |  |                 | 96,646   
|Right of used assets           |  |                 | 22,229   
|                               |  |                 | 3,931,403
|Less: accumulated depreciation |  |                 | (176,718 
|                               |  | $               | 3,754,685



Depreciation expense for the
years ended March 31, 2019 and 2018 were $185,392 and $61,674,
as part of operating expenses, respectively.









F-18











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | 7. | INTANGIBLE
                                         ASSETS
| | -- | ----------------------------------------------------------



|                               |  | As of March 31, |          
|------------------------------ |  | --------------- | ---------
|                               |  | 2019            |          
|                               |  |                 |          
|Gaming right and software:     |  |                 |          
|Gross carrying value           |  | $               | 1,238,254
|Less: accumulated amortization |  |                 | (671,992 
|Net carrying value             |  |                 | 566,262  
|Non-amortizing portion         |  |                 | –        
|                               |  |                 |          
|Intangible assets, net         |  | $               | 566,262  



Amortization expense for the years ended
March 31, 2019 and 2018 were $278,480 and $12,725, as part of operating expenses, respectively.



The following table outlines the annual
amortization expense for the next three years:



|Years ending March 31: |  |  |   |        
|---------------------- |  |  | - | -------
|2020                   |  |  | $ | 277,496
|2021                   |  |  |   | 277,496
|2022                   |  |  |   | 11,270 
|                       |  |  |   |        
|Total                  |  |  | $ | 566,262



| | 8. | AMOUNT DUE
                                         FROM A THIRD PARTY
| | -- | ----------------------------------------------------------------------



As of March 31, 2019 and 2018, the Company
made temporary advances of $221,327 and $228,875 respectively, to a third party, which is secured by the stocks held and will be
matured on or before December 31, 2019. Interest is charged at the rate of 5% per annum.



| | 9. | AMOUNT DUE
                                         TO A DIRECTOR
| | -- | -----------------------------------------------------------------



As of March 31, 2019 and 2018, the Company
owed the amount of $91,483 and $69,069 to the director of the Company, Mr. TANG Wai Chong Eldee, which is unsecured, interest-free
and has no fixed terms of repayment. Imputed interest from related party loan is not significant.



| | 10. | AMOUNT DUE
                                         TO RELATED PARTY
| | --- | --------------------------------------------------------------------



As of March 31, 2019, the Company owed
the amount of $280,317 due to the former shareholder of the Company, Miss Kao. The balance is unsecured, interest-free and has
no fixed terms of repayment. Imputed interest from related parties’ loan is not significant.









F-19











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | 11. | OBLIGATIONS
                                         UNDER FINANCE LEASES
| | --- | -------------------------------------------------------------------------



The Company purchased several motor vehicles
and building under finance lease agreements with the effective interest rate ranging from 3.75% to 15.3% per annum, due through
2020 and 2028, with principal and interest payable monthly. The obligations under the finance leases are as follows:



|                                   |  | As of March 31, |          
|---------------------------------- |  | --------------- | ---------
|                                   |  | 2019            |          
|                                   |  |                 |          
|Finance lease                      |  | $               | 3,089,747
|Less: interest expense             |  |                 | (834,082 
|                                   |  |                 |          
|Net present value of finance lease |  | $               | 2,255,665
|                                   |  |                 |          
|Current portion                    |  | $               | 246,957  
|Non-current portion                |  |                 | 2,008,708
|                                   |  |                 |          
|Total                              |  | $               | 2,255,665



As of March 31, 2019, the maturities of
the finance leases for each of the five years and thereafter are as follows:



|Years ending March 31: |  |  |   |          
|---------------------- |  |  | - | ---------
|2020                   |  |  | $ | 244,872  
|2021                   |  |  |   | 244,872  
|2022                   |  |  |   | 244,872  
|2023                   |  |  |   | 241,494  
|2024                   |  |  |   | 231,360  
|Thereafter             |  |  |   | 1,048,195
|                       |  |  |   |          
|Total                  |  |  | $ | 2,255,665



Included
in the consolidated balance sheet as of March 31, 2019 under property, plant and equipment are cost and accumulated depreciation
related to capitalized leases of $3,422,556 and $45,482, respectively. Included in the consolidated balance sheet as of March 31,
2018 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $198,358 and $22,780,
respectively.



The
building under finance lease is personally guaranteed by the director of the Company, Eldee Tang.









F-20











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | 12. | INCOME TAX
| | --- | ----------



The provision for income taxes consisted
of the following:



|                   |  | Years ended March 31, |        
|------------------ |  | --------------------- | -------
|                   |  | 2019                  |        
|                   |  |                       |        
|Current tax        |  | $                     | 184,275
|Deferred tax       |  |                       | –      
|Income tax expense |  | $                     | 184,275



The effective tax rate in the years presented
is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company
and its subsidiaries are mainly operated in Republic of Singapore and Republic of Seychelles that are subject to taxes in the jurisdictions
in which they operate, as follows:



United States of America



NVGI is registered in the State of Delaware
and is subject to US federal corporate income tax rate of 21% for the year ended March 31, 2019. No provision for income taxes
have been made as NVGI has generated no taxable income for the years presented. 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 years presented.



The 2017 Act reduces the corporate tax
rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017,
the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition,
net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating
losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act
would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit
all such net operating losses to be carried forward indefinitely.



As of March 31, 2019, the Company incurred
$722,963 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss
carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred
tax assets of $151,822 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.



Republic of Singapore



The Company’s operating subsidiaries
are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of
17% on the assessable income arising in Singapore during its tax year.









F-21











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



The Company’s subsidiary in Republic
of Seychelles is also subject to the Singapore corporate income tax regime.



The reconciliation of income tax rate to
the effective income tax rate based on (loss) income before income taxes for the years ended March 31, 2019 and 2018 are as follows:



|                                     |  | Years ended March 31, |          
|------------------------------------ |  | --------------------- | ---------
|                                     |  | 2019                  |          
|                                     |  |                       |          
|Income before income taxes           |  | $                     | 1,539,735
|Statutory income tax rate            |  |                       | 17%      
|Income tax expense at statutory rate |  |                       | 261,755  
|Tax effect of non-taxable income     |  |                       | (200     
|Tax effect of non-deductible items   |  |                       | –        
|Tax effect of tax concession         |  |                       | (21,602  
|Tax effect of allowance              |  |                       | (55,678  
|Income tax expense                   |  | $                     | 184,275  



The following table sets forth the significant
components of the aggregate deferred tax assets and liabilities of the Company as of March 31, 2019 and 2018:



|                                                |  | As of March 31, |         
|----------------------------------------------- |  | --------------- | --------
|                                                |  | 2019            |         
|                                                |  |                 |         
|Deferred tax assets:                            |  |                 |         
|Net operating loss carryforwards from US regime |  | $               | 151,822 
|Less: valuation allowance                       |  |                 | (151,822
|Deferred tax assets, net                        |  | $               | –       



The Company has filed an income tax return
for 2018 and 2017 in Singapore jurisdiction.



| | 13. | STOCKHOLDERS’
                                         DEFICIT
| | --- | --------------------------------------------------------------



On August 8, 2018,
the Company executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Noble Vici Private Limited,
a corporation organized under the laws of Singapore (“NVPL”), and Eldee Tang, the sole shareholder, Chief Executive
Officer and Director of NVPL. Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding
shares of the NVPL, representing 1,000,001 ordinary shares of NVPL, in exchange for 140,000,000 shares of its common stock.



On September 17,
2018, the Company acquired 51% controlling interest in The Digital Agency Private Limited, a private limited company organized
under the laws of Singapore (“TDA”), and a start-up digital marketing company, at the purchase price of $1,020,000,
by issuing 510,000 shares of common stock of the Company, at a price of $2 per share.









F-22











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



Concurrently,
on September 17, 2018, the Company acquired 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited
company organized under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company, at the purchase
price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2 per share.



In October and
December 2018, the Company issued an aggregate of 20,540,999 shares of its registered common stock to certain service agents as
one-off bonus compensation for their sales and marketing services rendered in prior years, at a price of $2 per share.



On March 11, 2019,
the Company 15,000,000 shares of its registered common stock to certain sales associates for prior sales and marketing services
rendered, with a fair value of $30,000,000 or $2 per share. The fair value of the common stock was determined based on the closing
price of the Company’s common stock.



On March 19, 2019,
the Company issued 21,480,000 shares of its registered common stock, par value $0.0001 per share, to three individuals under the
Merchant Acquisition Agreement with a fair value of $42,960,000 or $2 per share. The fair value of the common stock was determined
based on the closing price of the Company’s common stock.



Concurrently,
on March 19, 2019, the Company issued 10,000,000 shares ofits registered common stock
to the Digital Consultant under the Consulting Agreement with a fair value of $20,000,000 or $2 per share. The fair value
of the common stock was determined based on the closing price of the Company’s common stock.



For the years ended March 31, 2019 and
2018, the Company recorded share-based compensation expense related to restricted stock units issued to sales agents and consultants
of $123 million and $0 million, respectively. This share-based compensation expense is included in general and administrative expenses
and research and development expenses in the accompanying consolidated statements of operations.



Total unrecognized share-based compensation
expense was approximately $10.9 million at March 31, 2019 and is expected to be recognized over a weighted-average period of 1.5
months.



As of March 31, 2019 and 2018, the Company
had a total of 210,704,160 and 140,000,000 (restated) shares of its common stock issued and outstanding, respectively.



| | 14. | PENSION COSTS
| | --- | -------------



The Company is required to make contribution
to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Singapore.
The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and
wages level. During the years ended March 31, 2019 and 2018, $162,944 and $77,639 contributions were made accordingly.





| | 15. | RELATED PARTY
                                         TRANSACTIONS
| | --- | -------------------------------------------------------------------



From time to time, the stockholder and
director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing
and due on demand. The imputed interest on the loan from a related party was not significant.



Purchase from
a related company totaled $385,955 and $378,136, for the years ended March 31, 2019 and 2018.



F-23













NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



Marketing expenses and royalty charges
paid to a related company totaled $468,447 and $442,581, for the years ended March 31, 2019 and 2018.



Apart from the transactions and balances
detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related
party transactions during the years presented.



| | 16. | CONCENTRATIONS
                                         OF RISK
| | --- | ---------------------------------------------------------------



The Company is exposed to the following concentrations of risk:



| | (a) | Major customers
| | --- | ---------------



For the years ended March 31, 2019 and
2018, there is no individual customer exceeding 10% of the Company’s revenue.



The Company considers its business activities
to constitute one single reportable segment. The Company’s chief operating decision makers use consolidated results to make
operating and strategic decisions. The geographic distribution analysis of the Company’s revenues by region is as follows:



|                                |  | Years ended March 31, |          
|------------------------------- |  | --------------------- | ---------
|                                |  | 2019                  |          
|                                |  |                       |          
|China                           |  | $                     | 1,277,207
|Singapore                       |  |                       | 910,346  
|Malaysia                        |  |                       | 4,751,510
|Indonesia                       |  |                       | 1,142,991
|Other countries in Asia Pacific |  |                       | 544,664  
|                                |  |                       |          
|                                |  | $                     | 8,626,718



All of the Company’s long-lived assets
are located in Singapore.





| | (b) | Major vendors
| | --- | -------------



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.



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.



| | (c) | Credit risk
| | --- | -----------



Financial instruments that are potentially
subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its
trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The
Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical trends and other information.





F-24











NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2019 AND
2018

(Currency expressed in United States
Dollars (“US$”), except for number of shares)



| | (d) | Interest rate risk
| | --- | ------------------



As the Company has no significant interest-bearing
assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.



The Company’s interest-rate risk
arises from borrowings under finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable
rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates.
As of March 31, 2019 and 2018, borrowing under finance lease was at fixed rates.



| | (e) | Economic and political risk
| | --- | ---------------------------



The Company’s major operations are
conducted in Republic of Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general
state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations.



| | (f) | Exchange rate risk
| | --- | ------------------



The Company cannot guarantee that the current
exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two
comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate
of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments
without notice.





| | 17. | COMMITMENTS
                                         AND CONTINGENCIES
| | --- | ----------------------------------------------------------------------



| | (a) | Operating lease commitments
| | --- | ---------------------------



During the years ended March 31, 2019 and
2018, the Company leased its properties under operating leases. The leases typically commence for a period ranging for 1 to 2 years,
with the option of monthly renewal. These leases have an average remaining lease term of approximately less than 12 months, as
of March 31, 2019.



The rent expense was $94,979 and $152,839,
respectively, for the years ended March 31, 2019 and 2018. As of March 31, 2019, the Company has future minimum rental payables
of $62,455 until November 30, 2020.



| | (b) | Capital commitment
| | --- | ------------------



As of March 31, 2019, the Company has no
material capital commitments in the next twelve months.



| | 18. | SUBSEQUENT
                                         EVENTS
| | --- | ----------------------------------------------------------



In accordance with ASC Topic 855, “Subsequent
Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance
sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred
after March 31, 2019, up through July 12, 2019 the Company issued the audited consolidated financial statements. During the period,
the Company has the material subsequent events, as follows:



On
April 1, 2019, the Company established two subsidiaries namely VMore Merchants Pte Ltd and AIM System Pte Ltd.









F-25







On
April 1, 2019, the Company entered into a binding Memorandum of Understanding (the “MOU”) with Eldee Wai Chong Tang,
the Director of the Company, whereby the Company agreed to reorganize Elusyf Global Private Limited, a Singapore corporation (“EGPL”),
into the Company in accordance with the terms of the MOU. Upon the consummation of such reorganization, EGPL will become a 51%
owned subsidiary of the Company. EGPL is engaged in the business of marketing and distribution of health and beauty products, such
as Elusyf Mitos Activa and Cell Activa Phytomask, among other offerings, through its wide network of channels.



On
June 17, 2019, the Company entered into a binding Memorandum of Understanding (the “MOU”) with Kootoro Vietnam Inc.,
a limited liability company organized under the laws of Vietnam (“KVI”), whereby the parties agreed to form a strategic
partnership to expand V-More’s footprint and ecosystem into Vietnam. The Partnership will be exclusive subject to the achievement
of mutually agreeable milestones. V-More is our online and offline products and services marketplace for consumers and merchants.
KVI is engaged in the business of managing the distribution and payment of goods through a nationwide network of vending machines
and payment gateway to Vietnam.













F-26







|ITEM 9. | Changes
                                         in and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | ------------------------------------------------------------------------------------------------------------------------------



None.



|ITEM 9A. | Controls
                                         and Procedures.
|-------- | -----------------------------------------------------------------



Evaluation of Disclosure
Controls and Procedures



Our management is responsible
for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange
Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



As required by Rule
13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation
of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction
of our Chief Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal
control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal
controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result
in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements
for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures
were not effective as of March 31, 2019.



However, it should
be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.



Management's Annual
Report On Internal Control Over Financial Reporting



Management is responsible
for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the
Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the assets of the Company that could have a material effect on the financial statements.



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.









23







As of March 31, 2019,
management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness
of our internal control over financial reporting based on the criteria for effective internal control over financial reporting
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, our management concluded
that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation
of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be
material weaknesses.



The matters involving
internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and
a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives..
The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection
with the review of our financial statements as of March 31, 2019.



Management believes
that the material weaknesses set forth in items (2) above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors
results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could
result in a material misstatement in our financial statements in future periods.



This Annual Report
does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities
and Exchange Commission that permit the Company to provide only management's report.



Changes in Internal Control over Financial
Reporting



There were no changes
in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



|ITEM 9B. | Other
                                         Information.
|-------- | -----------------------------------------------------------



None.









24







PART III



|ITEM 10. | Directors,
                                         Executive Officers and Corporate Governance.
|-------- | ------------------------------------------------------------------------------------------------



Set forth below are
the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen
to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements
or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director
or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been
elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and qualified.



|Name                 |  | Age |    |  | Position
|-------------------- |  | --- | -- |  | --------
|Eldee Wai Chong Tang |  |     | 43 |  |         
|Sin Chi Yip          |  |     | 43 |  |         



Biographies



Set forth below are
brief accounts of the business experience during the past five years of each director, executive officer and significant employee
of the Company.



Sir Eldee Tang,
age 43, joined us as our Chief Executive Officer and Director on March 27, 2018. On June 21, 2019, Mr. Tang was appointed as an
Interim Chief Financial Officer. He has served as a Partner and Executive Director of Venvici Pte. Ltd., a SME that focuses on
crowdsourcing in e-commerce and mobile commerce technology, since April 2015. Mr. Tang founded Noble Infotechnologies Pte. Ltd.,
a data analytics company focusing on financial IT infrastructure technologies, and has served as its Managing Director since 2006.
Mr. Tang also founded Infinite Lifestyle Pte. Ltd., a wellness and related product company, and served as its Managing Director
from April 2006 to 2012. Mr. Tang received his Diploma in Electronic and Computer Engineering from Ngee Ann Polytechnic in Singapore
in 1996, his Masters in Business Administration from the University of South Australia in 2008 and his Doctorate in Business Administration
from the International America University in Los Angeles in 2016.



Mr. Tang is a seasoned
entrepreneur in the e-commerce and fintech industry. He is the recipient of numerous distinguished business awards including the
Most Promising Entrepreneur Award from Asia Pacific Entrepreneur Award (APEA) in 2010 as well as the Global Outstanding Young Chinese
Award by the Global Chinese Outstanding Youth in 2016. In 2017, he was knighted by the Sovereign Order of Saint John of Jerusalem,
Knights of Malta for his philanthropic contributions. We believe that Mr. Tang’s deep experience in e-commerce, big data
and internet industries qualifies him to serve on our Board of Directors.



Sin Chi Yip,
age 43, joined us as our Chief Financial Officer on March 27, 2018. On June 21, 2019 Sin Chi Yip was appointed to serve as the
Chief Corporate Officer and Secretary, and Mr Yip relinquished his roles as Chief Financial Officer and Interim Chief Operating
Officer. Prior to joining the company, he served as the Chief Financial Officer of Thong Yong International Pte. Ltd., a shipping
vessel development and construction company with a portfolio of 20 vessels operating in Singapore, Middle East, Malaysia, China,
Indonesia and the Netherlands, since October 2008. From September 2006 to September 2008, Mr. Yip served as the Finance Manager
of CIMC Raffles Offshore Ltd., a shipyard that specializes in constructing offshore vessels. Mr. Yip served as an accountant at
Acumen Engineering Pte. Ltd, a plastic resins distribution company, from January 2003 to August 2006. He began his career as an
auditor with Deloitte & Touche LLP in 2000 until he departed in 2003. Mr. Yip received his Bachelor of Accountancy and Executive
Masters in Business Administration from Nanyang Technological University (Singapore) in 2000 and 2012, respectively. He also participated
in the Advanced Management Program from the University of California, Berkeley in 2011. On May 31, 2019, Mr Yip was appointed to
serve as our interim Chief Operating Officer and Secretary, due to the departure of Jon Yee Chuan Lim, our previous Chief Operating
Officer and Secretary.









25







Family Relationships.



None of Messrs. Tang or Yip has a direct
family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company
to become a director or executive officer.



Involvement in Certain Legal Proceedings



No executive officer
or director has been involved in the last ten years in any of the following:

| | · | Any bankruptcy petition filed by or against any business or property of such person, or of which
such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity
Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Being the subject of or a party to any judicial or administrative order, judgment, decree or finding,
not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities
law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist
order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with
any business entity; or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Being the subject of or a party to any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Board Committees and Audit Committee Financial Expert



We do not currently
have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions.
Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this report,
no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)
of Regulation S-K promulgated under the Securities Act. We hope to attract a director who qualifies as an “audit committee
financial expert” as our business operations mature.



Director Nominations



On April 26, 2018,
the Board and stockholders holding a majority of our issued and outstanding securities authorized, adopted and approved by written
consent in lieu of a special meeting the Amended and Restated Certificate of Incorporation (the “Restated Certificate”)
and the Amended and Restated Bylaws of the Company (the “Restated Bylaws”). The Restated Bylaws contain new provisions
that may have the effect of delaying, deferring or discouraging another person from acquiring control of the Company. These provisions
are designed to encourage persons seeking to acquire control of us to first negotiate with our Board and to discourage certain
types of coercive takeover practices and inadequate takeover bids. Among other things, the Restated Certificate and the Restated
Bylaws provide that:



| | · | Our stockholders may not call special meetings of our stockholders unless they hold in excess of
50% of the shares entitled to vote at a meeting of stockholders. Stockholders requesting a special meeting to act on any matter
that may properly be considered at a meeting of stockholders must submit a written request to the secretary of the Corporation.
Such meeting request must contain all information required pursuant to the Restated Bylaws, be sent to the secretary by registered
mail, return receipt requested, and be received by the secretary within 60 days after the record date;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







26







| | · | In any annual meeting of our stockholders, stockholders may not act on any matter not properly
brought before the meeting. A matter is considered to have been properly brought before a meeting if the stockholder has given
timely notice thereof in writing to the secretary of the Corporation and such business is a proper matter for action by the stockholders.
To be timely, a stockholder’s notice shall set forth all information required pursuant to the Restated Bylaws and shall be
delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00
p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s
annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30
days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely,
such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00
p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth
day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement
or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described
above;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our stockholders may not nominate persons to our Board unless they comply with certain nomination
procedures. A stockholder must deliver notice of its intent to nominate persons to be elected to the Board to the secretary of
the Company not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior
to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the
date of the preceding year’s annual meeting, notice by the stockholder to be timely, such notice must be so delivered not
earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time,
on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day
following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement
or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described
above. Such stockholder’s notice must include all information required pursuant to the Restated Bylaws, which shall include
information regarding (i) the stockholder, (ii) any person acting in concert with such stockholder, (iii) any beneficial
owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that
is a depositary) and (iv) any person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such stockholder or any of the persons described in sections (ii) and (iii)
above. Such notice shall contain, among other things, a written undertaking certifying that such proposed nominee (a) is not, and
will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Company in connection
with service or action as a director that has not been disclosed to the Company;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our Board may designate the terms of, and issue a new series of preferred stock with, voting or
other rights without stockholders approval;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our directors have the power to adopt, amend or repeal our bylaws without stockholders approval;
| | - | ------------------------------------------------------------------------------------------------

| | · | Our stockholders may not cumulate votes in the election of directors; and
| | - | -------------------------------------------------------------------------

| | · | We will indemnify directors and officers against losses that they may incur in investigations and
legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Such notice shall contain, among other
things, a written undertaking certifying that such proposed nominee (a) is not, and will not become a party to, any agreement,
arrangement or understanding with any person or entity other than the Company in connection with service or action as a director
that has not been disclosed to the Company.



These provisions
might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might
also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate
of directors or otherwise attempting to obtain control of our company.









27







Our board of directors
does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board
of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications
of each candidate when the board considers a nominee for a position on our board of directors.



Except as set forth
above, we have not established formal procedures by which security holders may recommend nominees to the Company’s board
of directors.



Code of Ethics



We have adopted a Code
of Business Conduct and Ethics that applies to our directors, officers, and employees. A copy of our Code of Business Conduct and
Ethics is filed as Exhibit 14 to this Annual Report and may be obtained free of charge by contacting us at the address or telephone
number listed on the cover page hereof.



|ITEM 11. | Executive
                                         Compensation.
|-------- | ----------------------------------------------------------------



Compensation Philosophy and Objectives



Currently, our executive
directors and officers receive cash compensation for services in such capacities. We expect to establish an incentive compensation
plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship
between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package
over the executive’s career with us. The compensation program objectives will be to attract, motivate and retain the qualified
executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate
goals are achieved and to align the interests of executives and long-term stockholders. We expect the compensation package of our
named executive officers to consist of the following main elements:



| | 1. | base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | incentive compensation consisting of stock options, restricted stock and the like; and
| | -- | --------------------------------------------------------------------------------------



| | 3. | discretionary bonus awards payable in cash and or securities of the Company tied to the satisfaction of corporate objectives.
| | -- | -----------------------------------------------------------------------------------------------------------------------------



Process for Setting Executive Compensation



As we do not have Compensation
Committee, our Board will be responsible for developing and overseeing the implementation of our philosophy with respect to the
compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation
remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board will annually
review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components
of the executive’s compensation. The Board may award discretionary bonuses to each of the named executives, and reviews and
approves the process and factors (including individual and corporate performance measures and actual performance versus such measures)
used by the Chief Executive Officer to recommend such awards. Additionally, the Board will review and approve the base salary,
equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.



We expect out Chief
Executive Officer to periodically provide the Board with an evaluation of each named executive officer’s performance, based
on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well
as other factors. The Board will provide an evaluation for the Chief Executive Officer. These evaluations will serve as the bases
for bonus recommendations and changes in the compensation arrangements of our named executives.









28







Our Compensation Peer Group



We expect to engage
in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we
may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group
of companies similar to us in size or business for the purpose of comparing executive compensation levels.





Program Components



We expect our executive
compensation program to consist of the following elements:



Base Salary



Our base salary structure
will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our
growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits,
the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal
market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board
will consider all of these factors, though it will not assign specific weights to any factor. The Board will generally review the
base salary for each named executive officer on an annual basis. For each of our named executive officers, we expect to review
base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure
that the base salary rate for each executive is competitive relative to the market.



Discretionary Bonus



The objectives of our
bonus awards will be to encourage and reward our employees, including the named executive officers, who contribute to and participate
in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who
will contribute to that success.



Each of our named executive
officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations
regarding bonus awards for the named executive officers and the Board provides the bonus recommendation for the Chief Executive
Officer. However, the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards
are made, the size of the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive
officers depends on a number of factors, including (i) the performance of the Company for the year, (ii) the satisfaction
of certain individual and corporate performance measures, and (iii) other factors which the Board may deem relevant. The Company
did not award any cash bonuses during fiscal year 2019.



Stock Holdings



The Board recognizes
the importance of having a portion of the named executive officers’ compensation be paid in the form of equity, to help align
the executives’ interests with the interests of the Company’s stockholders. Initially, we expect the Board to emphasize
the cash-based portion of our compensation program over a stock program because it believes the discretionary nature of the cash-based
compensation gives it the needed flexibility to factor in and reward the attainment of longer-term goals for the Company and the
executives, as the Board deems appropriate.



We have not timed nor
do we plan to time our release of material non-public information for the purpose of affecting the value of executive compensation.









29







Summary Compensation Table



The following summary
compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended March 31, 2019 and 2018
to (i) our Chief Executive Officer (principal executive officer), (ii) our two most highly compensated executive officers other
than the principal executive officer who were serving as executive officers on March 31, 2019 whose total compensation was in excess
of $100,000, and (iii) up to two additional individuals who would have been within the two-other-most-highly compensated but were
not serving as executive officers on March 31, 2019.



|Name and Principal Position                          |  | Fiscal Year |  |  | Salary ($) |  |  | Bonus ($) |  |  | Equity Awards ($) |  |  | All Other Compensation ($) |  |  | Total ($)  | 
|---------------------------------------------------- |  | ----------- |  |  | ---------- |  |  | --------- |  |  | ----------------- |  |  | -------------------------- |  |  | ---------- | 
|Eldee Tang                                           |  | 2018        |  |  | US$177,780 |  |  | 0         |  |  | 0                 |  |  | 0                          |  |  | US$177,780 | 
|Chief Executive Officer,                             |  | 2019        |  |  | 0          |  |  | 0         |  |  | 0                 |  |  | 0                          |  |  | 0          | 
|Interim Chief Financial Officer and
    Director (1) |  |             |  |  |            |  |  |           |  |  |                   |  |  |                            |  |  |            | 

__________________________

| | (1) | Eldee Tang, our Chief Executive Officer and Director, was appointed as Interim Chief Financial
Officer on June 21, 2019 due to our management reorganization.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



Narrative disclosure to Summary
Compensation



Each of Messrs. Eldee
Tang and Yip are parties to an employment agreement with NVPL, our subsidiary, or the Employment Agreements, as of the dates and
for the annual salary set forth below:



|Name        |  | Position                                                              |  | Monthly Salary 
(Singapore Dollars)/ USD |  | Effective Date
|----------- |  | --------------------------------------------------------------------- |  | ---------------------------------------- |  | --------------
|Eldee Tang  |  | Chief Executive Officer, Interim Chief Financial Officer and Director |  | S$20,000 / US$14,815                     |  | April 1, 2018 
|Sin Chi Yip |  | Chief Corporate Officer and Secretary                                 |  | S$10,000 / US$7,407                      |  | April 1, 2018 



In addition to the base salary set forth
above, each executive officer may be entitled to quarterly bonuses based upon performance indicators established by the company.



Each executive officer
may terminate his respective employment agreement by giving two months prior written notice thereof. NVPL is entitled to reduce
the termination period by offsetting against the employment amounts due. NVPL may terminate the employment of each executive officer
in the case of dishonesty, willful or gross misconduct, violation of house rules, gross incompetence or persistent breach of any
terms of employment.



Our executive officers
are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services
on our behalf. They are also entitled to certain health and welfare benefits, transportation allowances, and relevant professional
membership fees and course fees.



The foregoing description
of the Employment Agreements of Messrs. Tang and Yip is qualified in its entirety by reference to such agreements which are filed
as Exhibits 10.14 and 10.15 to this Annual Report and are incorporated herein by reference.









30







Other than set out
above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or
executive officers. We expect to establish one or more incentive compensation plans in the future. Our directors and executive
officers may receive securities of the Company as incentive compensation at the discretion of our board of directors in the future.
We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to
our directors or executive officers.



Equity Awards



There are no unvested
options, warrants or convertible securities outstanding.



At no time during the
last fiscal year with respect to any of any of our executive officers was there:



| | • | any
outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods,
the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of
the bases upon which returns are determined;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included
in non-stock incentive plan compensation or payouts;                                                                                                                               
| | • | any
option or equity grant;                                                                                                                                                                                                                                                                                        
| | • | any
non-equity incentive plan award made to a named executive officer;                                                                                                                                                                                                                                             
| | • | any
nonqualified deferred compensation plans including nonqualified defined contribution plans; or                                                                                                                                                                                                                 
| | • | any
payment for any item to be included under All Other Compensation in the Summary Compensation Table.                                                                                                                                                                                                            



Compensation of Directors



During our fiscal year
ended March 31, 2019, we did not provide compensation to any of our directors for serving as our director. We currently have no
formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock
options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.



Compensation Risk Management



Our Board of directors
and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this
assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably
likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives
with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions
and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered
in this assessment included:



| | · | the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









31







Compensation Committee Interlocks and
Insider Participation



We have not yet established
a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. Our
board of directors is comprised of Eldee Tang, our Chief Executive Officer.



During the fiscal year
ended March 31, 2019, none of our executive officers has served: (i) on the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive
officers served on our board of directors; or (ii) as a director of another entity, one of whose executive officers served on the
compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of the registrant.



Compensation Committee Report



Our board of directors
has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion
with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report
on Form 10-K for the year ended March 31, 2019. The material in this report is not deemed filed with the SEC and is not incorporated
by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made on, before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in
such filing.





Submitted by the board of directors:

Eldee Tang



|ITEM 12. | Security
                                         Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------



The following table
sets forth, as of July 10, 2019, certain information with regard to the record and beneficial ownership of the Company’s
common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company’s
common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and
directors of the Company as a group:



|Name of Beneficial Owner (1)                                  |  | Amount (number of shares) |             |  | Percentage of Outstanding Shares of Common Stock (2) | 
|------------------------------------------------------------- |  | ------------------------- | ----------- |  | ---------------------------------------------------- | 
|                                                              |  |                           |             |  |                                                      | 
|Eldee Tang (3)                                                |  |                           | 118,661,647 |  |                                                      | 
|                                                              |  |                           |             |  |                                                      | 
|All executive officers and directors as a group (two persons) |  |                           | 118,661,647 |  |                                                      | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Except as otherwise indicated, the address of each beneficial owner is c/o Noble Vici Group, Inc., 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Applicable percentage ownership is based on 210,704,160 shares
    of common stock outstanding as of July 10, 2019, together with securities exercisable or convertible into shares of common
    stock within 60 days of Ju1y 10, 2019. Beneficial ownership is determined in accordance with the rules of the Securities and
    Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common
    stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible
    stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible
    within 60 days of July 10, 2019, are deemed to be beneficially owned by the person holding such securities for the purpose
    of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding
    for the purpose of computing the percentage ownership of any other person.
|(3) | Eldee Tang was appointed the Chief Executive Officer and director of the Company effective March 27, 2018, and interim Chief Financial Officer June 21, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     







32







|ITEM 13. | Certain
                                         Relationships and Related Transactions, and Director Independence.
|-------- | -------------------------------------------------------------------------------------------------------------------



Other than as disclosed
below, there are no transactions during our two most recent fiscal years ended March 31, 2019 and March 31, 2018, or any currently
proposed transaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent
of the average of our Company’s total assets at year end for our last two completed years, and in which any of our directors,
officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct
or indirect material interest.



From time to time,
our shareholders advance funds to the Company on an unsecured, non-interest bearing basis, which funds are due on demand. As of
March 31, 2019 and March 31, 2018, Ms. Kao Wei-Chen, our former affiliate, advanced $280,317, all of which is outstanding.



Transactions of
NVPL



During the year ended
March 31, 2019, and 2018, we made payments to the related parties as follow:



|                               |  | March 31, 2019      |         |  | March 31, 2019   |  
|------------------------------ |  | ------------------- | ------- |  | ---------------- | -
|Vendor                         |  | Amount for the year |         |  | Accounts Payable |  
|WMI Holdings Private Limited   |  | $                   | 263,548 |  |                  | $
|WMI Enterprise Private Limited |  | $                   | –       |  |                  | $
|GToken Private Limited         |  | $                   | 82,882  |  |                  | $
|GToken Limited                 |  | $                   | 460,115 |  |                  | $



|                               |  | March 31, 2018      |         |  | March 31, 2018   |  
|------------------------------ |  | ------------------- | ------- |  | ---------------- | -
|Vendor                         |  | Amount for the year |         |  | Accounts Payable |  
|WMI Holdings Private Limited   |  | $                   | 151,452 |  |                  | $
|WMI Enterprise Private Limited |  | $                   | 106,476 |  |                  | $
|GToken Private Limited         |  | $                   | 108,496 |  |                  | $
|GToken Limited                 |  | $                   | 50,871  |  |                  | $



Eldee Tang, our Chief
Executive Officer and Director, owns 66.5% of WMI Holdings Private Limited and 50% of WMI Enterprise Private Limited. Eldee Tang
also owns 10% of Gtoken Limited and 9.2% of Gtoken Private Limited.



From time to time,
Eldee Tang, our Chief Executive Officer and Director, advances funds to the Company for working capital purposes. Those advances
are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant.
As of March 31, 2019 and 2018 the Company owed Eldee Tang a balance of $91,483 and $69,069 respectively.



We have not adopted
policies or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all
related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with
third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer,
and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.









33







Director Independence



Our board of directors
currently consists of Eldee Tang, our Chief Executive Officer, who does not qualify as an independent director under the published
listing requirements of the NASDAQ Stock Market or the NYSE. As of the date hereof, we have not adopted a standard of independence
nor do we have a policy with respect to independence requirements for our board members or that a majority of our board be comprised
of “independent directors.”



|ITEM 14. | Principal
                                         AccountING Fees And Services.
|-------- | --------------------------------------------------------------------------------



HKCM CPA & Co.
(Predecessor firm: HKCMCPA Company Limited) (“HKCMCPA”) audited our financial statements for the fiscal years ended
March 31, 2019, and 2018.



All audit work was
performed by the full time employees of HKCMCPA for the above mentioned fiscal years. Our board of directors does not have an audit
committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of
directors approves in advance, all services performed by HKCMCPA, but have not adopted pre-approval policies or procedures. Our
board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s
independence, and has approved such services.



The following table
sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial
statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance
of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with
tax compliance, tax advice and tax planning, and all other fees for services rendered.



|                   |  | March 31, 2019 |        |  | March 31, 2018 |  
|------------------ |  | -------------- | ------ |  | -------------- | -
|                   |  |                |        |  |                |  
|Audit fees         |  | $              | 48,500 |  |                | $
|Audit related fees |  |                | –      |  |                |  
|Tax fees           |  |                | –      |  |                |  
|All other fees     |  |                | –      |  |                |  
|Total              |  | $              | 48,500 |  |                | $







34









PART IV



|ITEM 15. | Exhibits
                                         and Financial Statement Schedules.
|-------- | ------------------------------------------------------------------------------------



The following documents are filed as part of this report:



| | (1) | Financial Statements
| | --- | --------------------



Financial Statements are included in Part II, Item 8 of this
report.



|(2) | Financial Statement Schedules
|--- | -----------------------------



No financial statement schedules are included
because such schedules are not applicable, are not required, or because required information is included in the financial statements
or notes thereto.



|(3) | Exhibits
|--- | --------



|Exhibit No. | Name of Exhibit                                                                                                                                                                
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Amended and Restated Certificate of Incorporation (1)                                                                                                                          
|3.          | Amended and Restated Bylaws (1)                                                                                                                                                
|4.1         | Form of common stock certificate (2)                                                                                                                                           
|4.2         | Description of Capital Stock*                                                                                                                                                  
|10.1        | Patent Transfer and Sales Agreement dated July 27, 2010 (2)                                                                                                                    
|10.2        | Share Sale Agreement, dated January 29, 2018, by and between Eldee Wai Chong Tang and Kao Wei Chen (3)                                                                         
|10.3        | Form of Stockholder Representation Letters (4)                                                                                                                                 
|10.4        | Form of Stockholder Representation Letters (5)                                                                                                                                 
|10.5        | Form of Trustee Letter (6)                                                                                                                                                     
|10.6        | Form of Stockholder Representation Letters (7)                                                                                                                                 
|10.7        | Form of Trustee Letter (8)                                                                                                                                                     
|10.8        | V-More Merchant Acquisition Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Frank Chia Kok Meng (9)                                                  
|10.9        | V-More Merchant Acquisition Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Lew Chuen Cheah (10)                                                     
|10.10       | V-More Merchant Acquisition Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Yang Shang Yue (11)                                                      
|10.11       | Consulting Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Sukullayanee Suwunnavid (12)                                                              
|10.12       | Binding Memorandum of Understanding, dated April 1, 2019, by and between the Company and Eldee Wai Chong Tang. (13)                                                            
|10.13       | Binding Memorandum of Understanding, dated June 17, 2019, by and between the Company and Kootoro Vietnam Inc.. (14)                                                            
|10.14       | Service Agreement, dated May 2, 2018, by and between Neo & Partners Global and Noble Vici Private Limited (15)                                                                 
|10.15       | Secured Term Loan Facility dated September 14, 2018, by Ethoz Capital Ltd. in favor of UB45 Pte. Ltd. (16)                                                                     
|10.16       | Employment Letter, dated March 29, 2018, by and between Noble Vici Private Limited and Eldee Tang Wai Chong (15)                                                               
|10.17       | Employment Agreement, dated March 29, 2018, by and between Noble Vici Private Limited and Yip Sin Chi (15)                                                                     
|14          | Code of Business Conduct and Ethics (17)                                                                                                                                       
|21          | List of Subsidiaries*                                                                                                                                                          
|31.1        | Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*                                                                      
|31.2        | Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*                                                                      
|32.1        | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|32.2        | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*









35







|Exhibit No. | Name of Exhibit                      
|----------- | -------------------------------------
|101.INS     | XBRL Instance Document**             
|101.SCH     | XBRL Schema Document**               
|101.CAL     | XBRL Calculation Linkbase Document** 
|101.DEF     | XBRL Definition Linkbase Document**  
|101.LAB     | XBRL Label Linkbase Document**       
|101.PRE     | XBRL Presentation Linkbase Document**

*Filed herewith.

** To be filed by amendment.

|(1)  |  | Incorporated by reference from the Exhibits to the Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission on May 7, 2018, and incorporated herein by reference.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  |  | Incorporated by reference from the Exhibits to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 12, 2010, and incorporated herein by reference.   
|(3)  |  | Incorporated by reference from the Exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018.                                                   
|(4)  |  | Incorporated by reference from Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2018.                                               
|(5)  |  | Incorporated by reference from Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2018.                                                 
|(6)  |  | Incorporated by reference from Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2018.                                                 
|(7)  |  | Incorporated by reference from Exhibits 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2019.                                                  
|(8)  |  | Incorporated by reference from Exhibits 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2019.                                                  
|(9)  |  | Incorporated by reference from Exhibit 10.1 to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019.                                           
|(10) |  | Incorporated by reference from the Exhibit 10.2 to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019.                                       
|(11) |  | Incorporated by reference from Exhibit 10.3 to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019.                                           
|(12) |  | Incorporated by reference from Exhibit 10.4 to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019.                                           
|(13) |  | Incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2019.                                                    
|(14) |  | Incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2019.                                                    
|(15) |  | Incorporated by reference from the Exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018.                                                   
|(16) |  | Incorporated by reference from Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 2, 2019.                                              
|(17) |  | Incorporated by reference from Exhibit 14 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2018.                                                       









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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: July 12, 2019 | By:                   
|                    |                       
|                    |                       
|                    |                       











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