Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q



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



FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019



☐     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      |  | (I.R.S. Employer   
|of Incorporation or Organization) |  | Identification No.)



1 Raffles Place, #33-02

One Raffles Place Tower One

Singapore 048616

+65 6491 7998
(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)



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



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



|Title of each class             | Trading Symbol(s) | Name of each exchange on which registered
|------------------------------- | ----------------- | -----------------------------------------
|Common Stock, $0.0001 par value | NVGI              | N/A                                      



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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes  ☒  No  ☐



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



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



If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



As of November 11, 2019, the issuer had outstanding
210,804,160 shares of common stock.
















TABLE OF CONTENTS



|           |                                                                                                                                                   | Page
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                                   |     
|PART I     | FINANCIAL INFORMATION                                                                                                                             |     
|           |                                                                                                                                                   |     
|ITEM 1     | Financial Statements                                                                                                                              | 3   
|           |                                                                                                                                                   |     
|           | Condensed Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and March 31, 2019 (Audited)                                           | 3   
|           |                                                                                                                                                   |     
|           | Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended September 30, 2019 and 2018 (Unaudited) | 4   
|           |                                                                                                                                                   |     
|           | Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Six
months ended September 30, 2019 and 2018 (Unaudited)    | 5   
|           |                                                                                                                                                   |     
|           | Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2019 and 2018 (Unaudited)                                  | 7   
|           |                                                                                                                                                   |     
|           | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                                  | 8   
|           |                                                                                                                                                   |     
|ITEM 2     | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                             | 21  
|           |                                                                                                                                                   |     
|ITEM 3     | Quantitative and Qualitative Disclosures about Market Risk                                                                                        | 39  
|           |                                                                                                                                                   |     
|ITEM 4     | Controls and Procedures                                                                                                                           | 39  
|           |                                                                                                                                                   |     
|PART II    | OTHER INFORMATION                                                                                                                                 | 40  
|           |                                                                                                                                                   |     
|ITEM 1     | Legal Proceedings                                                                                                                                 | 40  
|           |                                                                                                                                                   |     
|ITEM 1A    | Risk Factors                                                                                                                                      | 40  
|           |                                                                                                                                                   |     
|ITEM 2     | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                       | 40  
|           |                                                                                                                                                   |     
|ITEM 3     | Defaults upon Senior Securities                                                                                                                   | 40  
|           |                                                                                                                                                   |     
|ITEM 4     | Mine Safety Disclosures                                                                                                                           | 40  
|           |                                                                                                                                                   |     
|ITEM 5     | Other Information                                                                                                                                 | 40  
|           |                                                                                                                                                   |     
|ITEM 6     | Exhibits                                                                                                                                          | 41  
|           |                                                                                                                                                   |     
|SIGNATURES |                                                                                                                                                   | 43  









2






PART I   FINANCIAL INFORMATION



ITEM 1  Financial Statements



NOBLE VICI GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2019 AND MARCH 31,
2019

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





|                                                                                                                                                                 |  | September 30, 2019 |              |   | March 31, 2019 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------------ | - | -------------- | -
|                                                                                                                                                                 |  | (Unaudited)        |              |   | (Audited)      |  
|ASSETS                                                                                                                                                           |  |                    |              |   |                |  
|Current assets:                                                                                                                                                  |  |                    |              |   |                |  
|Cash and cash equivalents                                                                                                                                        |  | $                  | 2,969,854    |   |                | $
|Accounts receivable                                                                                                                                              |  |                    | 719,816      |   |                |  
|Purchase deposits                                                                                                                                                |  |                    | 3,048,807    |   |                |  
|Amount due from a third party                                                                                                                                    |  |                    | 217,064      |   |                |  
|Deposits, prepayment and other receivables                                                                                                                       |  |                    | 1,332,161    |   |                |  
|Inventories                                                                                                                                                      |  |                    | 16,316       |   |                |  
|Total current assets                                                                                                                                             |  |                    | 8,304,018    |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|Non-current assets:                                                                                                                                              |  |                    |              |   |                |  
|Intangible assets, net                                                                                                                                           |  |                    | 419,278      |   |                |  
|Property, plant and equipment, net                                                                                                                               |  |                    | 3,630,671    |   |                |  
|Total non-current assets                                                                                                                                         |  |                    | 4,049,949    |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|TOTAL ASSETS                                                                                                                                                     |  | $                  | 12,353,967   |   |                | $
|                                                                                                                                                                 |  |                    |              |   |                |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                             |  |                    |              |   |                |  
|Current liabilities:                                                                                                                                             |  |                    |              |   |                |  
|Accounts payable                                                                                                                                                 |  | $                  | 1,918,003    |   |                | $
|Accrued liabilities and other payables                                                                                                                           |  |                    | 648,944      |   |                |  
|Commission liabilities                                                                                                                                           |  |                    | 987,058      |   |                |  
|Deferred revenue                                                                                                                                                 |  |                    | 2,411,133    |   |                |  
|Amount due to a director                                                                                                                                         |  |                    | 17,556       |   |                |  
|Amounts due to a related party                                                                                                                                   |  |                    | 280,317      |   |                |  
|Income tax payable                                                                                                                                               |  |                    | 89,783       |   |                |  
|Current portion of obligations under finance leases                                                                                                              |  |                    | 245,863      |   |                |  
|Total current liabilities                                                                                                                                        |  |                    | 6,598,657    |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|Long-term liabilities:                                                                                                                                           |  |                    |              |   |                |  
|Obligations under finance leases                                                                                                                                 |  |                    | 1,868,496    |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|TOTAL LIABILITIES                                                                                                                                                |  |                    | 8,467,153    |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|Commitments and contingencies                                                                                                                                    |  |                    | –            |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|STOCKHOLDERS’ EQUITY                                                                                                                                             |  |                    |              |   |                |  
|Common stock, 3,000,000,000 authorized common shares of $0.0001 par value, 210,704,160 shares issued and outstanding as of September 30, 2019 and March 31, 2019 |  |                    | 21,070       |   |                |  
|Additional paid up capital                                                                                                                                       |  |                    | 136,227,920  |   |                |  
|Deferred compensation                                                                                                                                            |  |                    | –            |   |                |  
|Accumulated other comprehensive (loss) income                                                                                                                    |  |                    | (141,380     | ) |                |  
|Accumulated losses                                                                                                                                               |  |                    | (132,182,904 | ) |                |  
|Total NVGI stockholders’ equity                                                                                                                                  |  |                    | 3,924,706    |   |                |  
|Non-controlling interest                                                                                                                                         |  |                    | (37,892      | ) |                |  
|                                                                                                                                                                 |  |                    | 3,886,814    |   |                |  
|                                                                                                                                                                 |  |                    |              |   |                |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                       |  | $                  | 12,353,967   |   |                | $



See accompanying notes to unaudited
condensed consolidated financial statements.







3






NOBLE VICI GROUP, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER
30, 2019 AND 2018

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

(UNAUDITED)





|                                                          |  | Three months ended September 30, |             |   | Six months ended September 30, |  
|--------------------------------------------------------- |  | -------------------------------- | ----------- | - | ------------------------------ | -
|                                                          |  | 2019                             |             |   | 2018                           |  
|                                                          |  |                                  |             |   |                                |  
|REVENUE, NET                                              |  | $                                | 2,738,254   |   |                                | $
|                                                          |  |                                  |             |   |                                |  
|Cost of revenue                                           |  |                                  | (1,616,242  | ) |                                |  
|                                                          |  |                                  |             |   |                                |  
|Gross profit                                              |  |                                  | 1,122,012   |   |                                |  
|                                                          |  |                                  |             |   |                                |  
|Operating expenses:                                       |  |                                  |             |   |                                |  
|Sales and marketing                                       |  |                                  | 39,730      |   |                                |  
|General and administrative                                |  |                                  | 1,202,526   |   |                                |  
|Total operating expenses                                  |  |                                  | 1,242,256   |   |                                |  
|                                                          |  |                                  |             |   |                                |  
|LOSS FROM OPERATIONS                                      |  |                                  | (120,244    | ) |                                |  
|                                                          |  |                                  |             |   |                                |  
|Other (expense) income:                                   |  |                                  |             |   |                                |  
|Interest expense                                          |  |                                  | (22,188     | ) |                                |  
|Government subsidy income                                 |  |                                  | –           |   |                                |  
|Management fee income                                     |  |                                  | 10,861      |   |                                |  
|Sundry income                                             |  |                                  | 1,686       |   |                                |  
|Total other income (expense)                              |  |                                  | (9,641      | ) |                                |  
|                                                          |  |                                  |             |   |                                |  
|LOSS BEFORE INCOME TAXES                                  |  |                                  | (129,885    | ) |                                |  
|                                                          |  |                                  |             |   |                                |  
|Income tax expense                                        |  |                                  | 6,629       |   |                                |  
|                                                          |  |                                  |             |   |                                |  
|NET LOSS                                                  |  | $                                | (136,514    | ) |                                | $
|                                                          |  |                                  |             |   |                                |  
|Less: Net income attributable to non-controlling interest |  |                                  | 48,947      |   |                                |  
|                                                          |  |                                  |             |   |                                |  
|Net loss attributable to NVGI                             |  |                                  | (185,461    | ) |                                |  
|                                                          |  |                                  |             |   |                                |  
|NET LOSS                                                  |  | $                                | (136,514    | ) |                                | $
|                                                          |  |                                  |             |   |                                |  
|Other comprehensive income:                               |  |                                  |             |   |                                |  
|– Foreign currency translation (loss) gain                |  |                                  | (158,572    | ) |                                |  
|                                                          |  |                                  |             |   |                                |  
|COMPREHENSIVE LOSS                                        |  | $                                | (295,086    | ) |                                | $
|                                                          |  |                                  |             |   |                                |  
|Net loss per share:                                       |  |                                  |             |   |                                |  
|– Basic and diluted                                       |  | $                                | (0.00       | ) |                                | $
|                                                          |  |                                  |             |   |                                |  
|Weighted average common shares outstanding:               |  |                                  |             |   |                                |  
|– Basic and diluted                                       |  |                                  | 210,704,160 |   |                                |  





See accompanying notes to unaudited
condensed consolidated financial statements.











4






NOBLE VICI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019 AND 2018

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



(UNAUDITED)





|                                             |  | Six months ended September 30, 2019 |            
|-------------------------------------------- |  | ----------------------------------- | -----------
|                                             |  |                                     |            
|                                             |  |                                     |            
|                                             |  |                                     |            
|                                             |  | Common stock                        |            
|                                             |  | No. of shares                       |            
|                                             |  |                                     |            
|Balance as of April 1, 2019                  |  |                                     | 210,704,160
|                                             |  |                                     |            
|Non-controlling interest                     |  |                                     | –          
|                                             |  |                                     |            
|Amortization of stock-based
    compensation |  |                                     | –          
|                                             |  |                                     |            
|Foreign currency translation adjustment      |  |                                     | –          
|                                             |  |                                     |            
|Net (loss) income for the period             |  |                                     | –          
|                                             |  |                                     |            
|Balance as of September 30, 2019             |  |                                     | 210,704,160



|                                                |  | Six months ended September 30, 2018 |            
|----------------------------------------------- |  | ----------------------------------- | -----------
|                                                |  |                                     |            
|                                                |  |                                     |            
|                                                |  |                                     |            
|                                                |  | Common stock                        |            
|                                                |  | No. of shares                       |            
|                                                |  |                                     |            
|Balance as of April 1, 2018 (restated)          |  |                                     | 140,000,000
|                                                |  |                                     |            
|Shares issued for acquisition of legal acquirer |  |                                     | 2,663,135  
|                                                |  |                                     |            
|Fractional shares from reverse splits           |  |                                     | 26         
|                                                |  |                                     |            
|Capital injection from shareholder              |  |                                     | –          
|                                                |  |                                     |            
|Share issued for acquisition of subsidiaries    |  |                                     | 1,020,000  
|                                                |  |                                     |            
|Non-controlling interest from acquisition       |  |                                     | –          
|                                                |  |                                     |            
|Foreign currency translation adjustment         |  |                                     | –          
|                                                |  |                                     |            
|Net loss for the period                         |  |                                     | –          
|                                                |  |                                     |            
|Balance as of September 30, 2018                |  |                                     | 143,683,161







5






NOBLE VICI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THREE  MONTHS ENDED SEPTEMBER 30,
2019 AND 2018

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



(UNAUDITED)







|                                        |  | Three months ended September 30, 2019 |            
|--------------------------------------- |  | ------------------------------------- | -----------
|                                        |  |                                       |            
|                                        |  |                                       |            
|                                        |  |                                       |            
|                                        |  | Common stock                          |            
|                                        |  | No. of shares                         |            
|                                        |  |                                       |            
|Balance as of July 1, 2019              |  |                                       | 210,704,160
|                                        |  |                                       |            
|Foreign currency translation adjustment |  |                                       | –          
|                                        |  |                                       |            
|Net (loss) income for the period        |  |                                       | –          
|                                        |  |                                       |            
|Balance as of September 30, 2019        |  |                                       | 210,704,160









|                                                |  | Three months ended September 30, 2018 |            
|----------------------------------------------- |  | ------------------------------------- | -----------
|                                                |  |                                       |            
|                                                |  |                                       |            
|                                                |  |                                       |            
|                                                |  | Common stock                          |            
|                                                |  | No. of shares                         |            
|                                                |  |                                       |            
|Balance as of July 1, 2018 (restated)           |  |                                       | 140,000,000
|                                                |  |                                       |            
|Shares issued for acquisition of legal acquirer |  |                                       | 2,663,135  
|                                                |  |                                       |            
|Fractional shares from reverse splits           |  |                                       | 26         
|                                                |  |                                       |            
|Capital injection from shareholder              |  |                                       | –          
|                                                |  |                                       |            
|Share issued for acquisition of subsidiaries    |  |                                       | 1,020,000  
|                                                |  |                                       |            
|Non-controlling interest from acquisition       |  |                                       | –          
|                                                |  |                                       |            
|Foreign currency translation adjustment         |  |                                       | –          
|                                                |  |                                       |            
|Net loss for the period                         |  |                                       | –          
|                                                |  |                                       |            
|Balance as of September 30, 2018                |  |                                       | 142,683,161



See accompanying notes to unaudited
condensed consolidated financial statements.









6






NOBLE VICI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019 AND 2018

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



(UNAUDITED)





|                                                        |  | Six months ended September 30, |           
|------------------------------------------------------- |  | ------------------------------ | ----------
|                                                        |  | 2019                           |           
|                                                        |  |                                |           
|Cash flow from operating activities:                    |  |                                |           
|Net loss                                                |  | $                              | (6,977,018
|Adjustments for:                                        |  |                                |           
|Amortization of intangible assets                       |  |                                | 137,383   
|Depreciation of property, plant and equipment           |  |                                | 98,020    
|Stock based compensation                                |  |                                | 10,829,239
|Gain on disposal of property, plant and equipment       |  |                                | (3,599    
|                                                        |  |                                |           
|Change in operating assets and liabilities:             |  |                                |           
|Accounts receivable                                     |  |                                | 5,358,303 
|Deposits, prepayment and other receivables              |  |                                | (986,651  
|Amounts due from related companies                      |  |                                | –         
|Account payables                                        |  |                                | 1,936,453 
|Accrued liabilities and other payables                  |  |                                | (299,338  
|Commission liabilities                                  |  |                                | (605,397  
|Deferred revenue                                        |  |                                | (6,456,749
|Purchase deposit                                        |  |                                | (502,971  
|Income tax payable                                      |  |                                | 6,807     
|Net cash generated from (used in) operating activities  |  |                                | 2,534,482 
|                                                        |  |                                |           
|Cash flow from investing activities:                    |  |                                |           
|Proceeds from disposal of property, plant and equipment |  |                                | 52,596    
|Purchase of property, plant and equipment               |  |                                | (94,837   
|Purchase of intangible assets                           |  |                                | –         
|Cash from acquisition of subsidiaries                   |  |                                | –         
|Net cash used in investing activities                   |  |                                | (42,241   
|                                                        |  |                                |           
|Cash flow from financing activities:                    |  |                                |           
|Capital injection                                       |  |                                | –         
|Proceeds from (repayment to) a director                 |  |                                | (72,858   
|Proceeds from related parties                           |  |                                | 5,452     
|Repayment of finance lease                              |  |                                | (98,792   
|Net cash (used in) generated from financing activities  |  |                                | (166,198  
|                                                        |  |                                |           
|Foreign currency translation adjustment                 |  |                                | (47,520   
|                                                        |  |                                |           
|Net change in cash and cash equivalents                 |  |                                | 2,278,523 
|                                                        |  |                                |           
|BEGINNING OF PERIOD                                     |  |                                | 691,331   
|                                                        |  |                                |           
|END OF PERIOD                                           |  | $                              | 2,969,854 
|                                                        |  |                                |           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        |  |                                |           
|Cash paid for income taxes                              |  | $                              | 92,227    
|Cash paid for interest                                  |  | $                              | 44,565    



See accompanying notes to unaudited
condensed consolidated financial statements.





7








NOBLE VICI GROUP, INC.

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)







NOTE
—1          BASIS OF PRESENTATION



The accompanying unaudited condensed consolidated
financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United
States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures
normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate
to make the information not misleading.



In the opinion of management, the consolidated
balance sheet as of March 31, 2019 which has been derived from audited financial statements and these unaudited condensed consolidated
financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods
presented. The results for the period ended September 30, 2019 are not necessarily indicative of the results to be expected for
the entire fiscal year ending March 31, 2020 or for any future period.



These unaudited condensed consolidated
financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial
statements and notes thereto included in the Annual Report on Form 10-K for the year ended March 31, 2019.









NOTE—2          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, 2019, the Company changes its current name to Noble Vici Group, Inc (“NVGI”).



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











8






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





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 Vici Pte Ltd                  |  | Republic of Singapore                                           |  | Holding company                                                                |  | S$200,001                                                       |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|Noble Infotech Applications Pte Ltd |  | Republic of Singapore                                           |  | Development of software for interactive digital media and software consultancy |  | S$ 1                                                            |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|Noble Digital Apps Sendirian Berhad |  | Federation of Malaysia                                          |  | Digital apps and big data business                                             |  | MYR1,000                                                        |  | 51%                            
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|The Digital Agency Pte. Ltd.        |  | Republic of Singapore                                           |  | Business and management consultancy services                                   |  | $1                                                              |  | 51%                            
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|Venvici Pte Ltd                     |  | Republic of Singapore                                           |  | Business and management consultancy services on e-commerce service             |  | S$100,000                                                       |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|Venvici Ltd                         |  | Republic of Seychelles                                          |  | Business and management consultancy services on e-commerce service             |  | US$50,000                                                       |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|Ventrepreneur (SG) Pte Ltd          |  | Republic of Singapore                                           |  | Online retailing                                                               |  | S$10,000                                                        |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|UB45 Pte Limited                    |  | Republic of Singapore                                           |  | Investment holding                                                             |  | S$10,000                                                        |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|ToroV System Private Limited        |  | Republic of Singapore                                           |  | IoT Retailing                                                                  |  | S$10,000                                                        |  | 51%                            
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|VMore Holding Limited               |  | New Zealand                                                     |  | New Zealand holding company                                                    |  | NZ$10,000                                                       |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|VMore Merchants Pte Ltd             |  | Republic of Singapore                                           |  | Merchants onboarding                                                           |  | S$1,000                                                         |  | 100%                           
|                                    |  |                                                                 |  |                                                                                |  |                                                                 |  |                                
|AIM System Pte Ltd                  |  | Republic of Singapore                                           |  | Affiliate System Provider                                                      |  | S$1,000                                                         |  | 100%                           



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











9






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





NOTE—3          SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



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



| | l | Basis of presentation
| | - | ---------------------



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



| | l | Basis of consolidation
| | - | ----------------------



The condensed 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.



| | l | Use of estimates and assumptions
| | - | --------------------------------



In preparing these condensed consolidated
financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. Significant
estimates in the six months ended September 30, 2019 and 2018 include the useful life of property and equipment and intangible
assets, assumptions used in assessing impairment of goodwill and the value of stock-based compensation.



| | l | 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.



| | l | 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 September 30, 2019, there were no allowances for doubtful accounts.



| | l | 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.



| | l | Property, plant and equipment
| | - | -----------------------------



Property, plant and equipment are stated
at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line
basis over the following expected useful lives from the date on which they become fully operational and after taking into account
their estimated residual values:



|                               |  | Expected useful 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 years                                     | 











10






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





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.



Depreciation expense for the three months
ended September 30, 2019 and 2018 were $48,255 and $31,653, as part of operating expenses, respectively.



Depreciation expense for the six months
ended September 30, 2019 and 2018 were $98,020 and $62,933, as part of operating expenses, respectively.



| | l | 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. There has been no impairment
charge as of September 30, 2019.



| | l | Revenue recognition
| | - | -------------------



Revenue is recognized when it is realized
or realizable and earned, in accordance with ASC 605 Revenue Recognition (“ASC 605”). Revenue from the sale
of products is recognised when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability
is reasonably assured. 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.



| | l | 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.



| | l | 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.











11






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





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.



| | l | 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 three and six months ended September 30, 2019 and 2018.



| | l | 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”.



| | l | Foreign currencies translation
| | - | ------------------------------



Transactions denominated in currencies
other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of
the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into
the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are
recorded in the 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 period ended September 30, 2019 and 2018:



|                                     |  | September 30, 2019 |        |  | September 30, 2018 | 
|------------------------------------ |  | ------------------ | ------ |  | ------------------ | 
|Period-end S$:US$1 exchange rate     |  |                    | 1.3821 |  |                    | 
|Period average S$:US$1 exchange rate |  |                    | 1.3689 |  |                    | 









12






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





| | l | 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.



| | l | 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 three and six months ended September 30, 2019 and 2018, the Company operates in one reportable operating segment
in Singapore and Asian Region.



| | l | Related parties
| | - | ---------------



The Company follows the ASC 850-10, Related
Party 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 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.



| | l | 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.









13






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





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.



| | l | Fair value of financial instruments
| | - | -----------------------------------



The Company follows paragraph 825-10-50-10
of the FASB ASC for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB
ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the
FASB ASC 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 ASC 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 ASC 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.











14






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





| | l | Recent accounting pronouncements
| | - | --------------------------------



In February 2016, the FASB issued ASU 2016-02,
“Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term
leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising
from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s
right to use, or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be
accounted for similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March
2019, the FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain
modifications and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method
to adopt the new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at
the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional
Transition Method. In addition, the Company elected the land easement transition practical expedient and did not reassess whether
an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease. The
adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative
effect adjustment to retained earnings as of January 1, 2019.



In June 2018, the FASB issued ASU 2018-07,
Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment. ASU 2018-07 aligns the accounting
for share based payments granted to non-employees with that of share based payments granted to employees. The Company early adopted
ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption. The adoption of this ASU did not
have a material impact on our financial position, results of operations, cash flows, or presentation thereof.





NOTE—4          REVENUE



|                                     |  | Six months ended September 30, |           
|------------------------------------ |  | ------------------------------ | ----------
|                                     |  | 2019                           |           
|                                     |  |                                |           
|Products sales, as principal         |  | $                              | 7,662,846 
|Products sales, as agent (net basis) |  |                                | 3,289,494 
|Training service                     |  |                                | 1,249,510 
|Other operating revenue              |  |                                | 409,034   
|                                     |  | $                              | 12,610,884





NOTE—5          INTANGIBLE ASSETS



|                               |  | September 30, 2019 |           |   | March 31, 2019 |  
|------------------------------ |  | ------------------ | --------- | - | -------------- | -
|                               |  |                    |           |   | (Audited)      |  
|Gaming right and software      |  |                    |           |   |                |  
|Gross carrying value           |  | $                  | 1,214,398 |   |                | $
|Less: accumulated amortization |  |                    | (795,120  | ) |                |  
|Net carrying value             |  |                    | 419,278   |   |                |  
|Non-amortising portion         |  |                    | –         |   |                |  
|                               |  |                    |           |   |                |  
|Intangible assets, net         |  | $                  | 419,278   |   |                | $











15






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





Amortization expense for the three months
ended September 30, 2019 and 2018 were $68,388 and $14,778, as part of operating expenses, respectively.



Amortization expense for the six months
ended September 30, 2019 and 2018 were $137,383 and $25,926, as part of operating expenses, respectively.



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



|Years ending September 30: |  |   |        
|-------------------------- |  | - | -------
|2020                       |  | $ | 272,149
|2021                       |  |   | 147,129
|                           |  |   |        
|Total                      |  | $ | 419,278





NOTE—6          AMOUNT DUE FROM A THIRD
PARTY



As of September 30, 2019, the Company
made temporary advance of $217,064 to a third party, which is secured by the stocks held and becomes mature on or before 31 December
2019. Interest is charged at the rate of 5% per annum.





NOTE—7          AMOUNTS DUE TO A DIRECTOR



As of September 30, 2019, amount due to
a director of the Company, Mr. TANG Wai Chong Eldee, which was unsecured, interest-free and had no fixed terms of repayment. Imputed
interest from related party loan is not significant.





NOTE—8          AMOUNTS DUE TO A RELATED
PARTY



As of September 30, 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 party loan is not significant.





NOTE—9         OBLIGATIONS UNDER
FINANCE LEASES



The Company purchased several motor vehicles
and properties under finance lease agreements with the effective interest rate ranging from 3.75% to 22.8% per annum, due through
March 10, 2026, with principal and interest payable monthly. The obligations under the finance leases are as follows:



|                                   |  | September 30, 2019 |           |   | March 31, 2019 |  
|---------------------------------- |  | ------------------ | --------- | - | -------------- | -
|                                   |  |                    |           |   |                |  
|Finance lease                      |  | $                  | 2,893,668 |   |                | $
|Less: interest expense             |  |                    | (779,309  | ) |                |  
|                                   |  |                    |           |   |                |  
|Net present value of finance lease |  | $                  | 2,114,359 |   |                | $
|                                   |  |                    |           |   |                |  
|Current portion                    |  | $                  | 245,863   |   |                | $
|Non-current portion                |  |                    | 1,868,496 |   |                |  
|                                   |  |                    |           |   |                |  
|Total                              |  | $                  | 2,114,359 |   |                | $











16






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





As of September 30, 2019, the maturities
of the finance leases for each of the five years and thereafter are as follows:



|Years ending September 30: |  |   |          
|-------------------------- |  | - | ---------
|2020                       |  | $ | 245,863  
|2021                       |  |   | 245,863  
|2022                       |  |   | 237,637  
|2023                       |  |   | 234,324  
|2024                       |  |   | 234,324  
|Thereafter                 |  |   | 916,348  
|                           |  |   |          
|Total                      |  | $ | 2,114,359



Included in the consolidated balance sheet
as of September 30, 2019 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases
of $3,458,640 and $115,871, respectively. Included in the consolidated balance sheet as of September 30, 2018 under property,
plant and equipment are cost and accumulated depreciation related to capitalized leases of $260,000 and $89,577, respectively.



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





NOTE—10          INCOME TAX



The Company generated an operating loss
for the six months ended September 30, 2019 and 2018, recorded tax expenses of $11,224 for the six months ended September 30,
2019. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:



United States of America



NVGI is registered in the State of Delaware
and is subject to United States of America tax law. No provision for income taxes have been made as NVGI has generated no taxable
income for the periods 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 period presented.



As of September 30, 2019, the Company
incurred $885,009 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 $185,852 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.



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











17






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





The reconciliation of income tax rate
to the effective income tax rate based on loss before income taxes for the six months ended September 30, 2019 and 2018 are
as follows:



|                                     |  | Six months ended September 30, |           
|------------------------------------ |  | ------------------------------ | ----------
|                                     |  | 2019                           |           
|                                     |  |                                |           
|Loss before income taxes             |  | $                              | (3,962,418
|Statutory income tax rate            |  |                                | 17%       
|Income tax expense at statutory rate |  |                                | (673,611  
|Tax effect of non-taxable income     |  |                                | 684,835   
|Income tax expense                   |  | $                              | 11,224    





NOTE—11          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.



Royalty charges and marketing expenses
paid to a related company totaled $140,774 and $53,131, for the three months ended September 30, 2019 and 2018.



Royalty charges and marketing expenses
paid to a related company totaled $331,356 and $242,146, for the six months ended September 30, 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 periods presented.





NOTE—12          CONCENTRATIONS OF
RISK



The Company is exposed to the following concentrations of risk:



(a)       Major
customers



For the three and six months ended September
30, 2019 and 2018, there is no individual customer exceeding 10% of the Company’s revenue.











18






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





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:



|                                |  | Three months ended September 30, |          
|------------------------------- |  | -------------------------------- | ---------
|                                |  | 2019                             |          
|                                |  |                                  |          
|China                           |  | $                                | 121,954  
|Singapore                       |  |                                  | 1,917,996
|Malaysia                        |  |                                  | 400,551  
|Philippines                     |  |                                  | 44,014   
|Thailand                        |  |                                  | 46,056   
|Indonesia                       |  |                                  | 90,916   
|Other countries in Asia Pacific |  |                                  | 116,767  
|                                |  |                                  |          
|                                |  | $                                | 2,738,254



|                                |  | Six months ended September 30, |           
|------------------------------- |  | ------------------------------ | ----------
|                                |  | 2019                           |           
|                                |  |                                |           
|China                           |  | $                              | 216,630   
|Singapore                       |  |                                | 5,471,751 
|Malaysia                        |  |                                | 3,647,045 
|Philippines                     |  |                                | 1,646,602 
|Thailand                        |  |                                | 797,854   
|Indonesia                       |  |                                | 397,016   
|Other countries in Asia Pacific |  |                                | 433,986   
|                                |  |                                |           
|                                |  | $                              | 12,610,884



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



(b)       Major
vendors



For the three and six months ended September
30, 2019, there are no vendors representing more than 10% of the Company’s purchase.



For the three and six months ended September
30, 2018, there are no vendors representing more than 10% of the Company’s purchase.











19






NOBLE VICI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30,
2019

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

(UNAUDITED)





(c)       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 leases. 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 September 30, 2019, borrowing under finance lease was at fixed rates.



(d)       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.



(e)       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.





NOTE—13          COMMITMENTS AND CONTINGENCIES



(a)       Operating lease commitments



During the three and six months ended September
30, 2019 and 2018, the Company leased its properties under operating leases. The leases typically commence for a period ranging
for 1 to 3 years. None of the leases includes contingent rentals.



As of September 30, 2019, the Company has
future rental payables under non-cancellable operating leases of $193,853 in the next twelve months.



(b)       Capital commitment



On April 1, 2019, the Company entered into
a binding Memorandum of Understanding (the “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 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. The consummation of the acquisition
is subject to the satisfactory completion of financial, tax and legal due diligence of EGPL by the Company, among other conditions.
The Company is in the process of completing its due diligence review of EGPL and has not yet consummated the acquisition.



The Company’s director, 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. It is considered as related party transaction.





NOTE—14          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 September 30, 2019, up through November 14, 2019, the Company issued the unaudited condensed consolidated financial
statements. During the period, the Company has the material recognizable subsequent events, as follows:



On October 8, 2019, the Company approved
the issuance of 100,000 shares of its common stock to its legal counsel for legal services provided to the Company. These shares
were subsequently issued on October 18, 2019.









20






ITEM 2                  
Management’s Discussion and Analysis of Financial
Condition and Results of Operations



Forward-looking statements



The following discussion
of our financial condition and results of operations should be read in conjunction with the financial statements and the related
notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking
statements and our future operating results could differ materially from those discussed herein. Certain statements contained in
this discussion, including, without limitation, statements containing the words "believes," "anticipates,"
"expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However,
as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible
to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly
the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.



Currency and exchange
rate



Unless otherwise
noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency
of the United States. 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



On July 27, 2010, we
entered into an exclusive worldwide patent sale agreement (the “Patent Transfer and Sales Agreement”) with Ilanit Appelfeld
(the “Seller”), in relation to a patented technology, U.S. Patent Number: 6,743,209 (the “Patent”), for
a catheter with an integral anchoring mechanism. The patent and technology were transferred to us in exchange of payment to Ilanit
Appelfeld of $17,500 (seventeen thousand five hundred United States Dollars), according to the terms and conditions specified in
the Patent Transfer and Sales Agreement related to U.S. Patent Number: 6,743,209.



During the second
quarter of 2011 the Company raised gross proceeds of $75,000 pursuant to an effective Form S-1 Registration Statement and issued
37,500,000 post forward stock split shares of common stock that were registered pursuant to the Form S-1 Registration Statement.











21






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.



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.



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.



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



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.
Mr. Lim’s decision to leave the Board and his executive officer positions with the Company is due to personal reasons and
not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.



Effective March 27,
2018, the following individuals were appointed to serve in the capacities set forth next to their names until his successor(s)
shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as an executive
officer or director of the Company:



|Name              | Office(s)                            
|----------------- | -------------------------------------
|Eldee Tang        | Chief Executive Officer and Director 
|Sin Chi Yip       | Chief Financial Officer              
|Jon Yee Chuan Lim | Chief Operating Officer and Secretary



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.











22






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



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.



Acquisition of TDA
and NDA



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.













23






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 are qualified in its entirety by reference to such
agreements which are filed as Exhibit 10.3 to this Quarterly 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 the appointment of VVP as trustee are qualified in its entirety by reference to such agreements which are filed as Exhibits
10.4 and 10.5 to this Quarterly Report and are incorporated herein by reference.



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. The foregoing description of the Stockholder Representation Letters and the appointment of VVP as trustee
are qualified in its entirety by reference to such agreements which are filed as Exhibits 10.6 and 10.7 to this Quarterly Report
and are incorporated herein by reference.









24






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 Quarterly 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 Quarterly Report and 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 has 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.











25






In August and September
2019, to achieve proximity to New Zealand and Australia markets and to expand our IoT business, we further reorganized our company
as follows:



| | · | Formed VMore Holding Limited New Zealand
(“VMNZ”) to serve as a holding company for our New Zealand activities; and
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | Acquired 51% of ToroV System Private Limited
(Singapore) ("TVPL"), with the remaining balance held by Eldee Tang, our Chief Executive Officer and director.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



Our current corporate
structure is as 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.
We are still in the process of due diligence of EG. 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 Quarterly Report and are incorporated herein by reference.









26






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. Due to a delay in achieving the mutually agreeable milestones, we terminated
the Partnership in good faith on November 6, 2019, and determined to pursue our own expansion into our IoT business.



Departure of Officer
and Change in Office Bearers



On May 10, 2019, Noble
Vici Group, Inc. (the “Company”) accepted the resignation of Jon Yee Chuan Lim from his positions as Chief Operating
Officer and Secretary of the Company. Mr. Lim’s resignation became effective May 31, 2019. Mr. Lim’s departure was
for personal reasons and not due to any disagreement with the Company on any matter related to the Company’s operations,
policies or practices. In connection with Mr. Lim’s resignation from his positions, the Board appointed Sin Chi Yip, our
Chief Financial Officer, to serve as the interim Secretary and interim Chief Operating Officer.



On June 21, 2019, Noble
Vici Group, Inc. (the “Company”) approved the establishment of the office of the Chief Corporate Officer with oversight
responsibilities in the areas of legal and compliance, human resources and administration, and system integration, as a replacement
for the office of Chief Operating Officer. The Company created this office in connection with its efforts to re-align priorities
and increase effectiveness of the ongoing operations of the Company in light of the vacancy resulting from the resignation of Jon
Yee Chuan Lim from his positions as Chief Operating Officer and Secretary of the Company. In connection with the such efforts,
the Board appointed Sin Chi Yip to serve as the Chief Corporate Officer and Secretary effective immediately. Mr. Yip relinquished
his role as Chief Financial Officer and Interim Chief Operating Officer, Eldee Wai Chong Tang, our Chief Executive Officer, is
appointed to serve as interim Chief Financial Officer, effective immediately.



Our Operations and
Future Plans



We are focused on providing
users with innovative tools to live and interact in the modern mobile world through our 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.



In addition to the
E-commerce platform, we intend to focus on the sales and distribution of IoT smart devices and appliances. We have started to include
IoT appliances such as smart coffee dispensing machines as part of our new offerings. We hope to integrate the infrastructure of
IoT into our E-commerce platform in the future.



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.



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 Quarterly Report
and incorporated herein by reference.











27






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 storey 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 Quarterly 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 operations of a V-More branded office located in China and is operated
by one of our sales affiliates. 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 Address      | 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                                           



In addition to our
Taiwan office and China affiliate office, certain of our sales affiliates also operate additional V-More branded affiliate offices
in the following regions: Indonesia, Thailand and Malaysia. We hope to memorialize the terms of operations of these affiliate offices
in the near future.



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
these Patents in the near future.



Results of Operations



Comparison of the three months ended
September 30, 2019 and September 30, 2018



The following table
sets forth certain operational data for the three months ended September 30, 2019, as compared to the three months ended September
30, 2018:



|                               |  | Three months ended September 30, |           
|------------------------------ |  | -------------------------------- | ----------
|                               |  | 2019                             |           
|Net revenue                    |  | $                                | 2,738,254 
|Cost of revenue                |  |                                  | (1,616,242
|Gross profit                   |  |                                  | 1,122,012 
|Operating expenses:            |  |                                  |           
|Sales and marketing expense    |  |                                  | (39,730   
|General and operating expenses |  |                                  | (1,202,526
|Total operating expenses       |  |                                  | (1,242,256
|Loss from operations           |  |                                  | (120,244  
|Loss before income taxes       |  |                                  | (129,885  
|NET LOSS                       |  | $                                | (136,514  









28






Net Revenue.
We generated net revenue of $2,738,254 and $364,352 for the three months ended September 30, 2019 and 2018, respectively. For
the three months ended September 30, 2019, 57% of our net revenue was derived from income from V-More, our ecommerce platform
while 38% of our net revenue was contributed by our IoT business, mainly from smart coffee dispensing machines sales. The balance
of net revenues consisted of mainly of administrative charges income, service income. For the three months ended September 30,
2018, 68% of our net revenue were attributable to sales of our Cerfrion and Cordyceps. The balance of net revenues consisted of
mainly of administrative charges income and service income.





On a going forward
basis, we expect to generate revenue from our IoT products such as our smart coffee dispensing machines, e-commerce platform as
well as any products that we distribute for our merchants, as more merchants are on boarded progressively, among others.



For the three months
ended September 30, 2019 and 2018, the following geographic regions accounted for 10% or more of our total net revenues:



|Country              |  | September 30, 2019 |      |  | September 30, 2018 | 
|-------------------- |  | ------------------ | ---- |  | ------------------ | 
|Singapore            |  |                    | 70%  |  |                    | 
|Malaysia             |  |                    | 15%  |  |                    | 
|Philippines          |  |                    | 2%   |  |                    | 
|Thailand             |  |                    | 2%   |  |                    | 
|Indonesia            |  |                    | 3%   |  |                    | 
|Greater China Region |  |                    | 4%   |  |                    | 
|Rest of the World    |  |                    | 4%   |  |                    | 
|Total                |  |                    | 100% |  |                    | 



For the three months
ended September 30, 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 3, 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.











29






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



|                                                |  | Three Months Ended September 30, |          
|----------------------------------------------- |  | -------------------------------- | ---------
|                                                |  | 2019                             |          
|Gross Cash Receipts                             |  | $                                | 3,112,153
|Less: Undelivered items                         |  | $                                | (453,297 
|Less: Supplier’s product & logistics allowances |  | $                                | (32,567  
|Less: Commission payout                         |  | $                                | (41,705  
|Net Cash Receipts                               |  | $                                | 2,584,584
|                                                |  |                                  |          
|Other Sales                                     |  | $                                | 153,670  
|                                                |  |                                  |          
|Net Revenue                                     |  | $                                | 2,738,254



For the three months
ended September 30, 2019, our Gross Cash Receipts net of sales returns was $3,112,153, representing a decrease from $5,197,691
for the same period ended 2018. This was attributed to change in product mix from sale of Cordyceps in China in the same period
of 2018 to increased sales from our IoT business which currently is mainly comprised of smart coffee dispensing machines sales
in new markets in Malaysia, Philippines, Thailand and Indonesia. For the three months ended September 30, 2019, VMore and Digital
offering sales contributed $1,862,643 or approximately 60% of our Gross Cash Receipts while sales of smart coffee machines contributed
the balance of the Gross Cash Receipts. Moving forward, in addition to our digital offerings and e-commerce business, we intend
to increase our focus on the distribution IoT related products such as smart coffee dispensing machines.



Our undelivered items
for the three months ended September 30, 2019, was $453,297 and consisted primarily of digital products paid for but not yet delivered.
Our undelivered items for the three months ended September 30, 2018, was $1,230,659 and consisted primarily of Cordyceps and Cerfrion.
We expect undelivered items to be fulfilled within three months generally.



Our Supplier Product
& Logistics Allowances for the three months ended September 30, 2019 and 2018 was $32,567 and $1,564,190 respectively. The
decrease in Supplier Product & Logistics Allowance was attributable to the major shift from the physical sale of Cordyceps
in China within the same period in 2018 to the online sale of merchant’s offerings from our V-More platform.



Commission Payout for
the three months ended September 30, 2019 was $41,705 as compared to $2,149,420 for the three months ended September 30, 2018.
The decrease in Commission Payout was due to a change in product mix.



For the three months
ended September 30, 2019, other sales of $153,670 consisted mainly of courses and V-More administrative fees income as compared
to $110,930 for the same period of 2018 where other sales consisted of primarily of service fee income and subscription proceeds.



Gross Profit.
We achieved a gross profit of $1,122,012 and $43,011 for the three months ended September 30, 2019, and 2018, respectively. The
increase in gross profit is primarily attributable to the major shift in product and offering mix. For the three months ended
September 30, 2019, 57% of our gross profit was derived from income from V-More, our ecommerce platform, while 38% of our gross
profit was contributed by IoT business, mainly from smart coffee dispensing machines sales. For the three months ended September
30, 2018, 68% of our gross profit was derived from sales of Cordyceps and Cerfrion while the balance of gross profit consisted
of mainly of administrative charges income and service income.



Operating Expenses.



|                                                              |  | Three months ended September 30, |           
|------------------------------------------------------------- |  | -------------------------------- | ----------
|                                                              |  | 2019                             |           
|Operating expenses:                                           |  |                                  |           
|Sales and marketing expense                                   |  | $                                | (39,730   
|General and operating expenses                                |  | $                                | (1,202,526
|Total operating expenses                                      |  | $                                | (1,242,256
|Less: Stock based compensation                                |  | $                                | –         
|Total operating expenses (Excluding stock based compensation) |  | $                                | (1,242,256











30






During
the three months ended September 30, 2019, and 2018, we incurred operating expenses of $1,242,256 and
$615,677, respectively. The increase in operating expenses is primarily attributable to an increase in our manpower and other resources
to support our change in business focus and re-alignment of our strategy.



Net Income
(Loss).



|                                              |  | Three months ended September 30, |         
|--------------------------------------------- |  | -------------------------------- | --------
|                                              |  | 2019                             |         
|NET LOSS (INCLUDING STOCK BASED COMPENSATION) |  | $                                | (136,514
|Less: Stock Based Compensation                |  | $                                | –       
|NET LOSS (EXCLUDING STOCK BASED COMPENSATION) |  | $                                | (136,514



We
recorded a net loss of $136,514 and $561,697 for the three
months ended September 30, 2019, and 2018, respectively. The decrease in net loss was attributed to change in product mix from
sale of Cordyceps in China in the three months ended September 30, 2018, to smart coffee dispensing machine sales and V-More’s
increased presence in new markets in Malaysia, Philippines and Thailand for the three months ended September 30, 2019. We hope
to make progressive changes to our business model in the near future to further improve our net income.



Comparison of the six months ended September
30, 2019 and September 30, 2018



The following table
sets forth certain operational data for the six months ended September 30, 2019, as compared to the six months ended September
30, 2018:



|                               |  | Six months ended September 30, |            
|------------------------------ |  | ------------------------------ | -----------
|                               |  | 2019                           |            
|Net revenue                    |  | $                              | 12,610,884 
|Cost of revenue                |  |                                | (6,060,453 
|Gross profit                   |  |                                | 6,550,431  
|Operating expenses:            |  |                                |            
|Sales and marketing expense    |  |                                | 338,321    
|General and operating expenses |  |                                | 13,192,258 
|Total operating expenses       |  |                                | (13,530,579
|Loss from operations           |  |                                | (6,980,148 
|Loss before income taxes       |  |                                | (6,965,794 
|NET LOSS                       |  | $                              | (6,977,018 



Net Revenue.
We generated net revenue of $12,610,884 and $963,497 for the six months ended September 30, 2019 and 2018, respectively. For the
six months ended September 30, 2019, 90% of our net revenues were derived from income from V-More, our ecommerce platform. Sales
from our IoT’s coffee machines contributed 8% to our revenue for the six months ended September 30, 2019. The balance of
net revenues consisted of mainly of administrative charges income, service income. For the six months ended September 30, 2018,
73% of our net revenues were attributable to sales of our Cerfrion and Cordyceps.



On a going forward
basis, we expect to generate revenue from our IoT products such as smart coffee dispensing machines and e-commerce platform as
well as any products that we distribute for our merchants, as more merchants are on boarded progressively, among others.









31






For the six months
ended September 30, 2019 and 2018, the following geographic regions accounted for 10% or more of our total net revenues:



|Country              |  | September 30, 2019 |      |  | September 30, 2018 | 
|-------------------- |  | ------------------ | ---- |  | ------------------ | 
|Singapore            |  |                    | 43%  |  |                    | 
|Malaysia             |  |                    | 29%  |  |                    | 
|Philippines          |  |                    | 13%  |  |                    | 
|Thailand             |  |                    | 6%   |  |                    | 
|Indonesia            |  |                    | 3%   |  |                    | 
|Greater China Region |  |                    | 2%   |  |                    | 
|Rest of the World    |  |                    | 4%   |  |                    | 
|Total                |  |                    | 100% |  |                    | 



For the six months
ended September 30, 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



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



|                                                |  | Six Months Ended September 30, |           
|----------------------------------------------- |  | ------------------------------ | ----------
|                                                |  | 2019                           |           
|Gross Cash Receipts                             |  | $                              | 15,444,307
|Less: Undelivered items                         |  | $                              | (827,441  
|Less: Supplier’s product & logistics allowances |  | $                              | (319,097  
|Less: Commission payout                         |  | $                              | (2,095,920
|Net Cash Receipts                               |  | $                              | 12,201,849
|                                                |  |                                |           
|Other Sales                                     |  | $                              | 409,035   
|                                                |  |                                |           
|Net Revenue                                     |  | $                              | 12,610,884



For the six months
ended September 30, 2019, our Gross Cash Receipts net of sales returns was $15,444,307, representing an increase from $11,652,082
for the same period ended 2018. The increase was attributable to changes in product mix from sale of Cordyceps in China in
the six months ended September 30, 2018 to increased revenue from IoT’s coffee dispensing machines, contributing 8% and V-More’s
increased presence in new markets in Malaysia, Philippines and Thailand, which represented 92% of the overall Gross Cash Receipts.
Undelivered items represent the digital products paid but not delivered yet.



Our
undelivered items for the six months ended September 30, 2019, was $827,441 and consisted primarily of digital products paid for
but not yet delivered. Our undelivered items for the six months ended September 30, 2018, was $3,326,047 and
consisted primarily of Cordyceps and Cerfrion. We expect undelivered items to be fulfilled within three months generally.



Our Supplier Product
& Logistics Allowances for the six months ended September 30, 2019 was $319,097, representing a substantial decrease from $3,127,288
for the same period in 2018. The decrease in Supplier Product & Logistics Allowance was attributable to the major shift
from the physical sale of Cordyceps in China within the six months ended September 30, 2018 to the online sale of merchant’s
offerings using our V-More platform during the six month ended September 30, 2019.



Commission Payout for
the six months ended September 30, 2019 was $2,095,920 as compared to $4,496,295 for the six months ended September 30, 2018. The
decrease in Commission Payout was due to a change in product mix.











32






For the six months
ended September 30, 2019, other sales of $409,035 consisted mainly of V-More administrative fees income as compared to $261,045
for the same period of 2018 where other sales consisted of primarily of service fee income and subscription proceeds.



Gross
Profit. We achieved a gross profit of $6,550,431 and $545,694 for the six months ended September 30, 2019, and 2018, respectively.
The increase in gross profit is primarily attributable to the major shift in product and offering mix. During the six months ended
September 30, 2019,90% of our gross profit was derived from income from V-More, our ecommerce platform and 8% of our gross
profit was contributed by our IoT business, mainly from smart coffee dispensing machine sales. For the six months ended September
30, 2018, 73% of our gross profit was derived from sales of Cordyceps and Cerfrion while the balance of gross profit consisted
of mainly of administrative charges income and service income.



Operating Expenses.



|                                                              |  | Six months ended September 30, |           
|------------------------------------------------------------- |  | ------------------------------ | ----------
|                                                              |  | 2019                           |           
|Operating expenses:                                           |  |                                |           
|Sales and marketing expense                                   |  | $                              | 338,321   
|General and operating expenses                                |  | $                              | 13,192,258
|Total operating expenses                                      |  | $                              | 13,530,579
|Less: Stock based compensation                                |  | $                              | 10,829,239
|Total operating expenses (excluding stock based compensation) |  | $                              | 2,701,340 



During the six months
ended September 30, 2019, and 2018, we incurred operating expenses of $13,530,579 and $1,359,188, respectively. Our operating
expenses for the six months ended September 30, 2019 included a one-time charge of $10,829,239 arising from the issuance of shares
of our common stock as compensation to our sales affiliates, merchant acquisition consultants and digital offerings consultant.
Excluding the one-time stock based compensation charge, our operating expenses would be $2,701,340 for the six months ended September
30, 2019, as compared to $1,359,188 for the same period ended September 30, 2018. Excluding the one-time stock based compensation
charge, the increase in operating expenses is primarily attributable to an increase in our manpower and other resources to support
our shift in business focus and re-alignment of our strategy.



Net Income
(Loss).



|                                                  |  | Six months ended September 30, |            
|------------------------------------------------- |  | ------------------------------ | -----------
|                                                  |  | 2019                           |            
|NET LOSS (INCLUDING STOCK BASED COMPENSATION)     |  | $                              | (6,977,018 
|Less: Stock Based Compensation                    |  | $                              | (10,829,239
|NET   INCOME (EXCLUDING STOCK BASED COMPENSATION) |  | $                              | 3,852,221  



We recorded a net
loss of $6,977,018 and $801,760 for the six months ended September 30, 2019, and 2018, respectively. The increase in net loss
is primarily attributable to the one-time stock based compensation charge of $10,829,239 for the six months ended September 30,
2019. Excluding the effect of such one-time charge, during the six months ended September 30, 2019, we realized a net income of
$3,852,221 as compared to a net loss of $801,760 for the same period ended September 30, 2018. The substantial increase in net
income (excluding the effect of our stock based compensation charge) was attributed to our change in product mix from sale of
Cordyceps in China in the same period of 2018 to increased revenue from IoT’s coffee machines sales and V-More’s increased
presence in new markets in Malaysia, Philippines and Thailand for the six months ended September 30, 2019. We hope to make progressive
changes to our business model over the next few months to further improve our net income.











33






Stock Based Compensation.During the six months ended September 30, 2019, we incurred a one-time charge of $10,829,239 arising from the issuance of 5,447,861
shares of our common stock, at a market value of $2 per share. The issuance was made to about 700 sales associates for prior sales
and marketing services provided to us and our subsidiaries, affiliates and merchant acquisition consultants and digital offerings
consultant. No stock based compensation was incurred during the six months ended September 30, 2018.



Net Loss (including
stock based compensation). We recorded a net loss of $6,977,018 and a net loss of $801,760 for the six months ended September
30, 2019, and 2018, respectively. The increase in the net loss is primarily due to a one-time, non-cash stock based compensation
of $10,829,239 to about 700 sales associates for prior sales and marketing services provided to us and our subsidiaries, affiliates
and merchant acquisition consultants and digital offerings consultant.



Liquidity and Capital Resources



As of September 30,
2019, we had current assets of $8,304,018 and current liabilities of $6,598,657. Our current assets consisted of $2,969,854 of
cash and cash equivalents, $719,816 of accounts receivable, purchase deposits of $3,048,807, amount due from a third party of $217,064,
$1,332,161 of deposits, prepayment and other receivables and inventories of $16,316. Our current liabilities consisted of $648,944
of accrued liabilities and other payables, $1,918,003 of accounts payable, $987,058 of commission liabilities, $2,411,133 of deferred
revenue, $17,556 of amount due to Eldee Tang, our Chief Executive Officer and Director, $89,783 of tax payable, $245,863 of finance
leases and $280,317 of amount due to a related party for which it represents a unsecured non-interest bearing advance from our
shareholder Ms. Kao Wei-Chen.



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 a 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 had accumulated
losses of $132,182,904 and $125,141,278 as of September 30, 2019 and March 31, 2019, respectively. The increase in accumulated
losses is mainly due to a one-time, non-cash stock based compensation of $10,829,239 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.



|                                                       |  | Six months ended |          
|------------------------------------------------------ |  | ---------------- | ---------
|                                                       |  | 09/30/2019       |          
|Net cash generated from (used in) operating activities |  | $                | 2,534,482
|Net cash used in investing activities                  |  | $                | (42,241  
|Net cash (used in) generated from financing activities |  | $                | (166,198 



Net Cash Generated
from (Used In) Operating Activities



Net cash generated
from operating activities was $2,534,482 for the six months ended September 30, 2019, and consisted primarily of a net loss of
$6,977,018, adjusted for amortization of intangible of $137,383, depreciation of property, plant and equipment of $98,020, a gain
on disposal of property, plant and equipment of $3,599 and a one-time non-cash stock based compensation of $10,829,239, a decrease
in account receivable of $5,358,303, an increase in account payables of $1,936,453, an increase in tax payable of $6,807; offset
by a decrease in accrued liabilities and other payables of $299,338, by an increase in purchase deposits of $502,971, an increase
in deposits, prepayments and other receivable of $986,651, decrease in commission liabilities of $605,397 and a decrease in deferred
revenue of $6,456,749.











34






Net cash used in operating
activities was $1,148,983 for the six months ended September 30, 2018, and consisted primarily of a net loss of $801,760, adjusted
for amortization of intangible of $25,926 and depreciation of property, plant and equipment of $62,933, an increase in accrued
liabilities and other payables of $453,738, an increase in deferred revenue of $1,074,024, offset by an increase in deposits, prepayments
and other receivable of $1,091,592, an increase in amount due from related companies of $142,290, a decrease in account payables
of $389,225, a decrease in commission liabilities of $27,849 and a decrease in tax payable of $312,888.



Net Cash Used In
Investing Activities



Net cash used in investing
activities was $42,241 for the six months ended September 30, 2019, and consisted primarily of proceeds from disposal of property,
plant and equipment of $52,596 and purchase of property, plant and equipment of $94,837. Net cash used in investing activities
was $177,656 for the six months ended September 30, 2018 and consisted primarily of purchases of plant and equipment of $30,142,
purchase of intangible assets of $185,090 and cash received from acquisition of subsidiaries of $37,576.



Net Cash (Used in)
Generated From Financing Activities



Net cash used in financing
activities for the six months ended September 30, 2019, was $166,198 and consisted primarily of amount received from related parties
of $5,452, repayment to director $72,858 and repayment of a finance lease of $98,792. Net cash generated from financing activities
for the six months ended September 30, 2018 was $131,945 and consisted primarily of proceeds from the issuance of our securities
of $152,726, proceeds from director of $33,816, offset by repayment of a finance lease of $54,597.



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.











35






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 condensed 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 condensed 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.



|· | 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.



|· | 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                       |  | 38years                                 | 
|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 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.











36






|· | Revenue recognition
|- | -------------------



Revenue is recognized when it is realized
or realizable and earned, in accordance with ASC 605 Revenue Recognition (“ASC 605”). Revenue from the sale
of products is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability
is reasonably assured. 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 fulfilment, 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.



|· | 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.



|· | 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 three months ended September 30, 2019 and 2018:



|                                     |  | September 30, 2019 |        |  | September 30, 2018 | 
|------------------------------------ |  | ------------------ | ------ |  | ------------------ | 
|Period-end S$:US$1 exchange rate     |  |                    | 1.3821 |  |                    | 
|Period average S$:US$1 exchange rate |  |                    | 1.3689 |  |                    | 



|· | Related parties
|- | ---------------



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











37






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.



|· | 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.











38






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 has reviewed all recently issued, but not yet effective,
accounting pronouncements and do 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 3                  
Quantitative and Qualitative Disclosures about Market Risk



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 4                  
Controls and Procedures



Conclusion Regarding the Effectiveness
of Disclosure Controls and Procedures



We conducted an
evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the
supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial
Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer,
concluded that our disclosure controls and procedures, subject to limitations as noted below, as of September 30,
2019, and during the period prior to and including the date of this report, were not effective to ensure that all information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer concluded that (i)
there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the
weaknesses constitute a “deficiency” which 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 September
30, 2019.



Inherent Limitations



Because of its inherent
limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected. Also, projections of any evaluation 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 and procedures may deteriorate.



Changes in Internal Control over Financial
Reporting



Subject to the foregoing
disclosure, there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter
ended September 30, 2019, that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.











39








PART II OTHER INFORMATION



ITEM 1                  
Legal Proceedings



We are not a party to
any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse
effect on our financial condition or results of operations.



ITEM 1A               
Risk Factors



None.



ITEM 2                  
Unregistered Sales of Equity Securities and Use of Proceeds



None.



ITEM 3                  
Defaults upon Senior Securities



None.



ITEM 4                  
Mine Safety Disclosures



Not applicable.



ITEM 5                  
Other Information

















40






ITEM 6                  
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 (3)                                                                                              
|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 (4)                        
|10.3        | Form of Stockholder Representation Letters (5)                                                                                
|10.4        | Form of Stockholder Representation Letters (6)                                                                                
|10.5        | Form of Trustee Letter (7)                                                                                                    
|10.6        | Form of Stockholder Representation Letters (8)                                                                                
|10.7        | Form of Trustee Letter (9)                                                                                                    
|10.8        | V-More Merchant Acquisition Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Frank Chia Kok Meng (10)
|10.9        | V-More Merchant Acquisition Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Lew Chuen Cheah (11)    
|10.10       | V-More Merchant Acquisition Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Yang Shang Yue (12)     
|10.11       | Consulting Agreement dated March 19, 2019, by and between Noble Vici Group, Inc. and Sukullayanee Suwunnavid (13)             
|10.12       | Binding Memorandum of Understanding, dated April 1, 2019, by and between the Company and Eldee Wai Chong Tang. (14)           
|10.13       | Service Agreement, dated May 2, 2018, by and between Neo & Partners Global and Noble Vici Private Limited (15)                
|10.14       | Secured Term Loan Facility dated September 14, 2018, by Ethoz Capital Ltd. in favor of UB45 Pte. Ltd. (16)                    
|10.15       | Employment Letter, dated March 29, 2018, by and between Noble Vici Private Limited and Eldee Tang Wai Chong (15)              
|10.16       | Employment Agreement, dated March 29, 2018, by and between Noble Vici Private Limited and Yip Sin Chi (17)                    
|14          | Code of Business Conduct and Ethics (18)                                                                                      
|21          | List of Subsidiaries *                                                                                                        
|31.1        | Certification required under Rule     13a-14(a)/15d-14(a) under the Exchange Act.*                                            
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  



|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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 15, 2019                                                     
|(4) |  | 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.                                                   
|(5) |  | 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.                                               











41








|(6)  |  | 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.          
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|(7)  |  | 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.          
|(8)  |  | 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.           
|(9)  |  | 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.           
|(10) |  | 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.    
|(11) |  | 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.
|(12) |  | 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.    
|(13) |  | 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.    
|(14) |  | 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.             
|(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 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 17, 2019.             
|(18) |  | 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.                

















42








SIGNATURES



Pursuant to the requirements
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.
|----------------------------- | ----------------------
|                              |                       
|                              |                       
|                              | By:                   
|                              |                       
|                              |                       
|                              |                       
|                              |                       
|                              |                       
|                              |                       
|Date:       November 14, 2019 |                       



















43