StreetInsider.com

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.


Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.
20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended March 31, 2021
   
OR
   
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-54761

 

NOBLE VICI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   42-1772663
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

45 Ubi Crescent

Singapore 408590

(Address of principal executive offices and zip code)

 

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

 

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

 

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

 

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

 

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

 

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit). 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. ☐

 

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

 

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

 

Common Stock   Outstanding
at June 17, 2021
Common Stock, $.0001 par value per share   210,804,160 shares

 

The aggregate market value
of the 65,929,372 shares of Common Stock of the registrant held by non-affiliates on September 30, 2020, the last business day of the
registrant’s second quarter, computed by reference to the price at which such stock was last sold is $0.

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form
10-K includes “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 that are not historical facts, and involve risks and uncertainties that
could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical
facts, included in this Form 10-K including, without limitation, statements in the “Market Overview” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial
position, business strategy and the plans and objectives of management for future operations, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and
nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances.
However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of
risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that
may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control
of the Company.

 

These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,”
“expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear
in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its
directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations
for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and
that actual results may differ materially from those projected in the forward-looking statements as a result of various factors many of
which are not within our control. Such factors that could adversely affect actual results and performance include, but are not limited
to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation,
technological change and competition. For information identifying important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Current Report
on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2018.

 

Consequently, all of the forward-looking
statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence
to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS.

 

General

 

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

 

History

 

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

 

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

 

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

 

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

 

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

 

Change in Control to Current
Business

 

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

 

 

 

 

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

 

Effective June 15, 2018, we:

 

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

 

Acquisition of NVPL, TDA
and NDA

 

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

  

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

 

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

 

 

 

 

Issuance of shares to sales
affiliates

 

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

 

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

 

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

 

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

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

In March 2020, we divested
all interest in VVPL; and reorganized Venvici Limited, a private limited company formed under the laws of Seychelles (“VVL”)
as a wholly owned subsidiary of NVPL. Prior to the reorganization:

 

  · VVPL was a wholly owned subsidiary of NVPL; and

 

  · VVL was a wholly owned subsidiary of VVPL with nominal assets and liabilities.

 

Corporate Structure

 

As of August 3, 2021, our
corporate structure is below:

 

 

 

 

 

 

Our Operations and Future
Plans

 

Ecommerce Platform

 

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
to Advertising Dollar Sharing (formerly known as 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.

 

Advertising Dollar Sharing
(ADS)

 

We have rebranded our Affiliate
Incentivized Marketing to Advertising Dollar Sharing. Similar to the AIM model, the ADS business model also involves driving online and
physical traffic and increasing sales and marketing of targeted products and services. Its enhanced function includes distribution of
advertising dollars via ADS system to agencies, affiliate marketers, advertiser, users and referrals.

 

Sale and Distribution
of IoT Smart Devices / VMore System Private Limited

 

In addition to the E-commerce
platform, we intend to focus on the sales and distribution of IoT smart devices and appliances. In September, 2019, we began to sell our
first IoT appliance, our smart coffee dispensing machines (the V-More Express (“VX”)). Our initial plans of beginning machine
distribution on or about the third calendar quarter of 2020 were delayed by the COVID-19 pandemic. We are currently monitoring the situation
and hope to begin machine distribution and their progressive operation in Singapore once the economy begins to return to normalcy. We
hope to derive income from sales of our VX IoT hardware, the core consumables in VX and the advertising services we provide to our customers
in connection with the VX.

 

Features of the VX; Revenue
Sources:

 

Machine Capacity: The VX offers
9 types of beverages, holds 60 liters of distilled water tank and is able to produce 400 cups of beverages. VX currently offers
barista-grade coffee in 9 different varieties in both hot and ice options. VX can be modified to allow for other offerings to be sold.
We expect to adopt regional pricing for core products sales, aligning to each specific market’s demand and supply.

 

AdTech: In addition to sales
of core products, we expect to rely on advertisements placed through the VX to drive revenue. We intend to seek advertisers that are proximate
to each specific VX to display their advertisements through our smart machine. We believe that the use of local advertisements (Proximate
Location Ads, or PLA) will drive relevant traffic to nearby physical merchants as well as online merchants. Advertisements can be static
or dynamic and may be interactive, allowing user interaction. We expect to provide services to advertisers to assist them in creating
and placing effective ads in the VX.

 

Smart Technology: The VX features
a 42 inch touch screen with Smart Digital Panel Advertising Technology (“SDPAT”) that allows users to interact with advertisements
via its interactive touch screen. Through the VX, we hope to capture users’ spending behaviour, advertisement interactions and other
quantitative data, while developing our Big Data analytics. Data from our machines can be integrated with our ecommerce platform to facilitate
the offering of discounts, rewards or other products and services across our e-commerce platform. We believe that additional data will
allow us to: (i) deliver and improve our offerings and services of our online VMore E-commerce platform; (ii) improve synergy with offline
merchants; (iii) improve the efficacy of our advertising services; and (iv) improve sales of products offered by the VX.

 

 

 

 

VX
Operations

 

Our
VX business operations are segregated into the following core functions to address the needs of our advertisers, VX IoT hardware purchasers
and consumers.

 

Sales and Marketing Team.
Our team will focus on the sale of the VX IoT hardware. Its targeted industries are primarily from real estate and property owners
such as commercial offices, retails and buildings, where the VX will be installed. In addition to the sale of VX, the team will also create
brand awareness of the VX and its core offerings in the VX.

 

Advertiser Onboarding Team.
Once an advertiser engages us online to have its advertisement placed in VX, a member of our advertiser onboarding team will initiate
the first of several communications with the merchant to introduce the advertiser to the technology involved in our PLA ecosystem. Before
the advertisement goes live on the VX, the team will work with the advertiser to build and create the advertisement. We will provide tools
such as an app to ensure the advertisement traffic monitoring and management are aligned. All advertisements will be proximate locality
based, ensuring relevance for targeted traffic to be driven.

 

Operation and Maintenance
Team(O&M).
Once the VX are deployed, O&M team will monitor the performance of each VX deployed for its ingredients supply,
hardware status and data collection efficiency. Maintenance of the hardware for performance to prevent downtime and refilling the ingredients
into the VX will be undertaken by the O&M team.

 

Customer/User
Service Representatives.
Our customer service representatives will be reachable via the app or email 24 hours a day, seven days
a week. The customer service team will also work with our technology team to improve the experience of VX owners, consumers and advertisers
on the mobile application based on their feedback.

 

Technology.
We employ technology to improve the experience we offer to VX owners, users and advertisers, increase the rate at which our users
use our V-More Pro platform and enhance the efficiency of our business operations. A component of our strategy is to continue developing
and refining our technology. With the future use of blockchain technology for recording and collecting data, we believe the security of
transactional records will be increased, protecting the accuracy of data held by VX owners, advertisers and users. We believe that basing
transactional data on a private blockchain network will facilitate a smoother and faster transaction completion.

  

We
expect to use an algorithm to analyze data collected through our VX ecosystem. As the volume of transactions grow organically through
increased deployment of VXs, we expect to increase the amount of data that we can collect and analyze. We believe that such data will
allow us to continue to improve the experience of our VX owners, advertisers and consumers which, in turn, will help us improve the way
the ecosystem flows.

  

Cybersecurity.
We have integrated our technology with encryption algorithm “SHA3-256” & RSA Public/Private-Key, which is designed to
withstand timing attacks. It also accepts any 32-byte string as a valid public key and does not require validation. We believe that the
security of transaction records within our current system is adequate.

 

Advertising
Dollar Sharing (ADS)
. We believe our ADS model will allow users and advertisers to benefit from reduced costs to consumers and
higher traffic for advertisers. We expect users to benefit from discounts and advertising dollar rebates offered through our PLA ecosystem
from online and offline merchants, referrals, and internal marketing efforts, with advertisers benefitting from increased retail sales
volume offline or online.

 

Core
Product/User Scale.
We hope to include other products from mass market merchants, such as food and other beverages, as part of our
product and service offerings. We believe that outreach to the mass market will be more effective to drive traffic for the advertisers/merchants
where simple to complex transactions can be achieved through adoption of an incentivized model.

 

 

 

 

Brand.
A substantial portion of our VX owners, advertisers and users are acquired through agencies, word-of-mouth & social network/platforms.
We believe that relying on the referral process, in turn, will improve the quality of our user base, advertisers and VX owners as well
as brand awareness. We expect that higher confidence in our brand will facilitate acquiring more users, advertisers and VX owners for
our ecosystem.

 

We
operate our IoT Smart Device business through VMore System Private Limited (formerly, “ToroV System Private Limited”), our
wholly owned subsidiary (“VSPL”). VSPL was incorporated in Singapore on July 22, 2019, and operates with our subsidiary AIM
System Private Limited (“ASPL”), a Singapore private limited corporation incorporated on April 1, 2019, as described below:

 

  · VSPL – engages in sales and marketing of VX and barista grade coffee to owners and consumers, operates and maintains the VX including support, both technical and non-technical;
  · ASPL – engages in VX software technology integration; Proximate Location Ads (“PLA”) activities such as advertisement sales, build, create and deploy its proprietary software technology (“PropST”); distribute advertising dollars via an Advertising Dollar Sharing (“ADS”) system to agencies, affiliate marketers, advertisers, users and referrals; provide technical and non-technical support in relation to PLA; and engages in brand management, marketing, promotions and media engagement activities.

 

VX vendor

 

We expect to rely on Barista
Uno Private Limited (“BUPL”) to provide VSPL with VX IoT hardware and coffee sourcing, distribution, and logistical upstream
and downstream fulfilment services. Eldee Tang, our Chief Executive Officer, Interim Chief Financial Officer, Interim Secretary and Director
owns 31% of BUPL. As a result of the Covid-19 pandemic, Singapore has enacted heightened measures since April 7, 2020, that have restricted
movement in people, goods and services for most businesses in Singapore. As a result, we our sales operations for VX related offerings
were materially and adversely impacted. Our expected recovery timeline will depend on the policies of the Singapore Government moving
forward, such as lifting of the movement restriction measures. We expect such impact to continue at least throughout the balance of calendar
year 2021.

 

Other Initiatives

 

We are generally 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. There can be no assurance,
however, that we will be able to successfully grow our revenues in the future, if ever.

 

Effective May 27, 2021, we
granted Accell Technologies, Inc. (“ATI”) an exclusive license to use, market and sell our E-commerce Aggregator, Reward,
AIM and AdTech system (“System”) in North America and South America for a period of 10 years (the “ATI License Agreement”).
Pursuant to the terms of the ATI License Agreement, ATI is obligated to pay a royalty fee of 10% of gross revenues, not to exceed 20%
of EBITDA on a per country basis in addition to other set up and software maintenance fees. ATI completed its evaluation of our System,
and we expect ATI to complete the general software requirements specification (“SRS”) submission during the calendar quarter
ended September 30, 2021. The foregoing description of the ATI License Agreement is qualified in its entirety by reference to such agreement
which is filed as Exhibit 10.15 to this Annual Report.

 

Effective June 25, 2021, we
appointed Greatsolutions Pte. Ltd., a Singapore corporation, (“GSP”) to serve as our authorized distributor of our new biodegradable
waste recycling machine for the territory of Singapore in accordance with the terms of that certain Authorized Distributor Agreement (the
“Authorized Distributor Agreement”). Pursuant to the terms of the Authorized Distributor Agreement, agreed to purchase 100
units of our machines as well as other related products and pay a license fee of One Million Dollars for the first year of the term. The
term of the Authorized Distributor Agreement will begin upon the successful commission of the first machine in Singapore. We are in the
process of working with the relevant governmental agencies to have the machines commissioned for use in Singapore. As of the date of this
Annual Report, we received $100,000 as a portion of the license fee. The foregoing description of the Authorized Distributor Agreement
is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.16 to this Annual Report.

 

 

 

 

 

 

Near-Term Requirements
For Additional Capital

 

For the immediate future,
we intend to finance our business efforts and any future acquisitions through sales of our securities to existing shareholders and loans
from existing shareholders or financial institutions. We have not yet generated sufficient revenues. We expect to incur operating losses
over the next twelve months until we have made substantial deployment of our VX machines and also increased our business operations. We
continue to seek new partnerships regionally or acquire fully operating company in relation to VX operation and maintenance (“O&M”)
and VX regional sales. There can be no assurance that that we will be successful in consummating a business partnership or acquisition
or that such partnership or business will be successful after acquisition.

 

Intellectual Property

 

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

 

Employees

 

As of June 20, 2021, we have
the following employees:

 

Executive Officer     1  
Tech Development Staff     2  
Administration Staff     3  
Finance     2  
Total     8  

 

All of our employees are
located in Singapore. None of our employees are members of a trade union. We believe that we maintain good relationships with our employees
and have not experienced any strikes or shutdowns and have not been involved in any labor disputes. However, due to the COVID-19 pandemic,
our ability to generate sufficient revenues have been materially and adversely impacted. As a result, we have deferred partial salaries
of all staff as part of our cost cutting/deferment measures.

 

We are required to make
contributions under a defined contribution pension plan for all of our eligible employees in Singapore. We are required to contribute
a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions made were
$210,561 and $218,354, for the years ended March 31, 2021, and 2020, respectively.

 

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

 

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

 

ITEM 1A. Risk Factors.

 

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

 

ITEM 1B. Unresolved Staff
Comments
.

 

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

 

 

 

 

ITEM 2. Properties.

 

On January 31, 2021, we terminated
our service office lease at 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616. Our new principal office is located
at 45 Ubi Crescent, Singapore 408590.

 

On October 1, 2018, we purchased
a building subject to a sixty year leasehold located at 45 Ubi Crescent, Singapore 408590 to serve as our primary operational center.
The four story building is approximately 13,000 square feet with a remaining lease term of thirty eight years. The purchase price of SGD$4,480,000
(approximately US$3,295,819) was financed by a loan with Ethoz Capital Limited in the principal amount of SGD$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, Interim Chief Financial Officer, Interim Secretary 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 10.13
to this Annual Report and incorporated herein by reference.

 

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

 

ITEM 3. Legal Proceedings.

 

In April 2020, we received
invoices    from each of the Public Company Accounting Oversight Board (“PCAOB”) and the Financial Accounting
Standards Board (“FASB”) in the amounts of $702,600 and $92,100, respectively, for our share of the PCAOB and FASB Issuer
Accounting Support Fee for calendar year 2020. The fees were due May 18, 2020. We have petitioned the PCAOB and FASB to review our fee
assessments and are in the process of review.

 

In accordance with applicable
accounting guidance, the Company records accruals for certain of its outstanding legal proceedings, investigations or claims when it is
probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly
basis, developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments
that would make a loss contingency both probable and reasonably estimable. The Company discloses the amount of the accrual if the financial
statements would be otherwise misleading.

 

When a loss contingency is
not both probable and estimable, the Company does not establish an accrued liability. However, if the loss (or an additional loss in excess
of the accrual) is at least a reasonable possibility and material, then the Company discloses an estimate of the possible loss or range
of loss, if such estimate can be made or discloses that an estimate cannot be made.

 

The assessments whether a
loss is probable or a reasonable possibility, and whether the loss or a range of loss is estimable, often involve a series of complex
judgments about future events. Management is often unable to estimate a range of reasonably possible loss, particularly where (i) the
damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel or unsettled
legal theories or a large number of parties. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution
of such matters, including a possible eventual loss, fine, penalty or business impact, if any.

 

We expect that the aggregate
range of reasonably possible losses, within the accruals established, if any, for such legal proceeding is likely to range from approximately
$800,000 and upwards if penalties or interest are assessed against us in the event that we are unable to timely pay assessed
amounts. The estimated aggregate range of reasonably possible losses is based upon currently available information for those proceedings
in which the Company is involved, taking into account the Company’s best estimate of such losses for those cases for which such
estimate can be made. Those matters for which an estimate is not possible are not included within this estimated range. Therefore, such
range represents what the Company believes to be an estimate of possible loss only for those matters meeting such criteria. It does not
represent the Company’s maximum loss exposure.

 

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

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

 

 

 

PART II

 

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

 

(a) Market Information

 

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

 

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

 

Quarterly period   High     Low  
Fiscal year ended March 31, 2021:                
Fourth Quarter   $ 10.00     $ 1.05  
Third Quarter   $ 8.00     $ 3.85  
Second Quarter   $ 9.74     $ 2.05  
First Quarter   $ 10.00     $ 4.10  
Fiscal year ended March 31, 2020:                
Fourth Quarter   $ 388.00     $ 5.00  
Third Quarter   $ 500.00     $ 350.05  
Second Quarter   $ 2,000.00     $ 350.05  
First Quarter*   $ 2,000.00     $ 2,000.00  

 

*On June 15, 2018, we effected a 1-for-1000 reverse
stock split of our Common Stock. Immediately prior to our reverse stock split, shares of our common stock traded at $2.00 per share. As
a result of the reverse stock split, the per share price of our common stock increased to $2,000. In March 2020, shares of our common
stock became eligible for deposit with the Depository Trust Company (DTC).

 

(b) Approximate Number of Holders of Common Stock

 

As of June 17, 2021, there
were approximately 60 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee
or “street name”.

 

(c) Dividends

 

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

 

 

 

 

(d) Equity Compensation Plan Information

 

Plan category   Number of securities
to be issued upon exercise of outstanding options, warrants and rights
    Weighted-average exercise price of outstanding options, warrants and rights     Number of securities
remaining available for
future issuance under equity compensation plans (excluding securities reflected
in column (a))
 
      (a)       (b)       (c)  
Equity compensation plans approved by security holders                  
Equity compensation plans not approved by security holders (1)     31,580,000             21,480,000  
Total     31,580,000             21,480,000  

 

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

 

V-More Merchant Acquisition Agreements

 

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

 

Consulting Agreement

 

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

 

 

 

 

On October 8, 2019, we entered
into a Consulting Agreement with pursuant to which Jenny Chen-Drake (the “Consultant”) agreed to render certain
legal services in connection with its business (the “Services”). We issued One Hundred Thousand (100,000) 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 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 October 9, 2019. The foregoing description of the Consulting
Agreement is qualified in its entirety by reference to the Consulting Agreement dated October 9, 2019, which is filed as Exhibit 10.12
to this Annual Report and incorporated herein by reference.

 

(e) Recent Sales of Unregistered Securities

 

The information set forth
below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year ended March
31, 2021, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K: None.

 

ITEM 6. Selected Financial
Data
.

 

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

 

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

 

This discussion summarizes
the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary
for the fiscal years ended March 31, 2021, and 2020. The discussion and analysis that follows should be read together with the section
entitled “Forward Looking Statements” and our consolidated financial statements and the notes to the consolidated financial
statements included elsewhere in this annual report on Form 10-K.

 

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

 

Currency and exchange
rate

 

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

 

Overview

 

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

 

 

 

 

Other Initiatives

 

We are generally 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. There can be no assurance,
however, that we will be able to successfully grow our revenues in the future, if ever.

 

Effective May 27, 2021, we
granted Accell Technologies, Inc. (“ATI”) an exclusive license to use, market and sell our E-commerce Aggregator, Reward,
AIM and AdTech system (“System”) in North America and South America for a period of 10 years (the “ATI License Agreement”).
Pursuant to the terms of the ATI License Agreement, ATI is obligated to pay a royalty fee of 10% of gross revenues, not to exceed 20%
of EBITDA on a per country basis in addition to other set up and software maintenance fees. ATI completed its evaluation of our System,
and we expect ATI to complete the general software requirements specification (“SRS”) submission during the calendar quarter
ended September 30, 2021. The foregoing description of the ATI License Agreement is qualified in its entirety by reference to such agreement
which is filed as Exhibit 10.15 to this Annual Report.

 

Effective June 25, 2021, we
appointed Greatsolutions Pte. Ltd., a Singapore corporation, (“GSP”) to serve as our authorized distributor of our new biodegradable
waste recycling machine for the territory of Singapore in accordance with the terms of that certain Authorized Distributor Agreement (the
“Authorized Distributor Agreement”). Pursuant to the terms of the Authorized Distributor Agreement, agreed to purchase 100
units of our machines as well as other related products and pay a license fee of One Million Dollars for the first year of the term. The
term of the Authorized Distributor Agreement will begin upon the successful commission of the first machine in Singapore. We are in the
process of working with the relevant governmental agencies to have the machines commissioned for use in Singapore. As of the date of this
Annual Report, we received $100,000 as a portion of the license fee. The foregoing description of the Authorized Distributor Agreement
is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.16 to this Annual Report.

 

Financial Condition

 

During the twelve-month period
following the date of this annual report, we anticipate that we will not generate sufficient revenue to finance operations or to implement
our business plan. As of March 31, 2021, the Company suffered from an accumulated deficit of $139,375,793 and working capital deficit
of $5,241,539. Accordingly, our audited consolidated financial statements have been prepared using the going concern basis of accounting,
which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The continuation of the Company
as a going concern through March 31, 2022, is dependent upon the continued financial support from its stockholders and funding from existing
shareholders or third parties. We anticipate that additional funding will be in the form of equity financing from the sale of our common
stock or debt financing in the form of shareholder or other third party loans. We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or third party or shareholder
loans to establish our business.

 

 

 

 

 

 

 

 

 

Results of Operations

 

Comparison of the years ended March 31, 2021
and March 31, 2020

 

The following table sets forth
certain operational data for the year ended March 31, 2021, compared to the year ended March 31, 2020:

 

    Year ended March 31,  
    2021     2020  
Net Revenue   $ 3,074,720     $ 13,405,499  
Cost of revenue   $ (1,851,942 )   $ (7,555,268 )
Gross profit   $ 1,222,778     $ 5,850,231  
Operating expenses:                
Sales and marketing expense   $ 163,741     $ 434,568  
General and operating expenses   $ 3,014,433     $ 7,525,068  
Total operating expenses*   $ (3,178,174 )   $ (7,959,636 )
Loss from operations*   $ (1,955,396 )   $ (2,109,405 )
Loss before income taxes*   $ (1,675,207 )   $ (1,904,952 )
NET LOSS*   $ (1,676,479 )   $ (1,700,917 )
Stock based compensation   $     $ (10,810,357 )
NET LOSS (INCLUDING STOCK BASED COMPENSATION)   $ (1,676,479 )   $ (12,511,274 )

*Excluding one-time, non-cash Stock based compensation
for the year ended March 31, 2020.

 

Net Revenue. We generated
net revenue of $3,074,720 and $13,405,499 for the years ended March 31, 2021 and 2020, respectively.

 

For the year ended March
31, 2021, our net revenues were attributable to sales from Singapore (86%), Malaysia (7%) and Philippines (5%). Net revenues were primarily
derived from VX vending machines (88%) with the balance consisting mainly of administrative charges and service fees income.

 

For the year ended March 31,
2020, our net revenues were attributable to sales from Singapore (46%), Malaysia (27%) and Philippines (13%). Our net revenues were primarily
attributable to V-More ecommerce (39%), Cerfrion backorder deliveries (44%) and VX (software programming) (12%). The balance of net revenues
consisted mainly of administrative charges and course fees income.

 

In the near future, we expect
to increase our focus on VX machine sales and increase the full ecosystem adoption from IoT to VMore e-commerce.

 

 

 

 

 

 

For the years ended March
31, 2021 and 2020, the following geographic regions accounted for 10% or more of our total net revenues:

 

Country   March 31, 2021     March 31, 2020  
Singapore     86%       46%  
Malaysia     7%       27%  
Philippines     5%       13%  
Thailand     0%       6%  
Indonesia     1%       3%  
Greater China Region     0%       1%  
Rest of the World     1%       4%  
          Total     100%       100%  

 

For the years ended March
31, 2021 and 2020, no customers accounted for 10% or more of our total net revenues.

 

Major Vendors.

 

For the year ended March 31,
2021, the following vendor representing more than 10% of the Company’s purchase.

 

    March 31, 2021     March 31, 2021  
Vendor   Amount for the year     Accounts Payable  
                 
Barista Uno Private   Limited*   $ 275,071     $ 127,574  

* Eldee Tang, our Chief Executive Officer
and Director owns 31% of Barista Uno Private Limited.

 

For the year ended March 31, 2020, no single vendor
accounted for more than 10% of the Company’s purchases.

 

Gross Profit. We achieved
a gross profit of $1,222,778 and $5,850,231 for the years ended March 31, 2021, and 2020, respectively. The attributing factor for the
decreased in gross profit was due to lower sales during the Covid-19 pandemic climate. Singapore Covid-19 pandemic circuit
breaker & heightened measures (restricted movement of people, goods and services) were officially imposed by the Singapore Government
on April 7, 2020. However, prior to this date (on 24 March, 2020), the Multi-Ministry
Task Force had announced more stricter measures to combat the spread of COVID-19, after a huge spike in cases originating from returning
Singaporeans in the community occurred. These measures included the closure of entertainment venues, tuition and enrichment centres and
places of worship. Malls, retail establishments and tourist attractions were required to reduce their crowd density in order to stay open.
Gatherings of more than 10 people outside of work and school were prohibited.
As of today, the measures are still in place. As
Singapore is our key country of operation and management, the circuit breaker measures have significantly and adversely impacted our operations
and revenues.

 

Operating Expenses.
During the years ended March 31, 2021, and 2020, we incurred operating expenses (excluding stock based compensation) of $3,178,174 and
$7,959,636 respectively. The decrease in operating expenses was due to the streamlining of processes to improve efficiencies and cost
cutting measures taken amid the Covid-19 pandemic.

 

 

 

 

 

 

Net Loss (excluding stock
based compensation)
. We recorded a net loss of $1,676,479 and a net loss of $1,700,917 for the year ended March 31, 2021, and 2020,
respectively. For the year ended March 31, 2021, the decrease in net loss year-on-year is due to a decrease in operating expenses from
the cost cutting measures due to the Covid-19 pandemic. For the year ended March 31, 2020, the net loss was due to higher operating expenses
supporting higher sales activities before Covid-19 pandemic cost cutting measures took place for the year ended March 31, 2021.

 

Stock Based Compensation.
For the year ended March 31, 2021, there was no stock based compensation charge. For the year ended March 31, 2020, we incurred a
one-time, non-cash stock based compensation charge of $10,810,357 through an aggregate issuance of 5,516,327 shares of our common stock,
at a market value of $2 per share, which primarily consisted of shares that were issued to our digital consultant pursuant to the V-Consulting
Agreement in connection to the supply of certain digital offerings and services to our customers, including without limitation, order
fulfilment services with respect to orders from our customers received through the Digital Consultant’s online platform and its
related digital offerings. For the same period, we also entered into a Consulting Agreement with pursuant to which Jenny Chen-Drake (the
“Consultant”) agreed to render certain legal services in connection with its business (the “Services”). We issued
One Hundred Thousand (100,000) shares of the Corporation’s Common Stock, 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 Consultant with respect to such Services.

 

Net Loss (including stock
based compensation)
. We recorded a net loss of $1,676,479 and a net loss of $12,511,274 for the years ended March 31, 2021, and 2020,
respectively. The improvement in the net loss is primarily due to an absence of a stock based compensation charge for the year ended March
31, 2021. For the year ended March 31, 2020 an one-time, non-cash stock based compensation charge of $10,810,357 was incurred for the
fulfillment through our digital consultant vendor and legal consultant.

 

Liquidity and Capital Resources

 

As of March 31,
2021, we had current assets of $5,291,014 and current liabilities of $10,532,553. Our current assets consisted of $48,214 of cash and
cash equivalents, deferred cost of $3,160,539, $79,951 of accounts receivable, purchase deposits of $1,711,865, $275,293 of deposits,
prepayment and other receivables, inventories of $15,152. Our current liabilities consisted of $4,288,981 of account payables and accrued
liabilities, $4,085,010 of deferred revenue, $1,488,322 of amount due to Eldee Tang, our Chief Executive Officer and Director, $280,317
of amount due to related party consisting of unsecured non-interest bearing advances from our shareholder Ms. Kao Wei-Chen, income tax
payable of $ 28,976 and current portion of borrowing of $360,947.

 

As of March 31,
2020, we had current assets of $6,746,428 and current liabilities of $10,056,164. Our current assets consisted of $223,527 of cash and
cash equivalents, deferred cost of $4,252,107, $152,545 of accounts receivable, purchase deposits of $1,619,966, $418,541 of deposits,
prepayment and other receivables, inventories of $14,339 and tax recoverable of $65,403. Our current liabilities consisted of $2,216,563
of account payables and accrued liabilities, $1,045,568 of commission liabilities, $6,239,296 of deferred revenue, $17,662 of amount due
to Eldee Tang, our Chief Executive Officer and Director, $280,317 of amount due to related party consisting of unsecured non-interest
bearing advances from our shareholder Ms. Kao Wei-Chen and current portion of borrowing of $256,758.

 

We had accumulated deficits
of $139,375,793 and $137,703,504 as of March 31, 2021 and March 31, 2020, respectively. The increase in accumulated deficit is mainly
due to lower sales and operating expenses incurrence.

 

Related Party Transactions

 

From time to time, our shareholders
advance funds to the Company on an unsecured, non-interest bearing basis, which funds are due on demand. As of March 31, 2021 and March
31, 2020, Ms. Kao Wei-Chen, our shareholder, advanced $280,317, all of which is outstanding.

 

 

 

 

During the years ended March
31, 2021 and 2020, we made payments to the related parties as follow:

 

    March 31, 2021     March 31, 2021  
Vendor   Amount for the year     Accounts Payable  
                 
Barista Uno Private Limited   $ 275,071     $ 127,574  

 

    March 31, 2020     March 31, 2020  
Vendor   Amount for the year     Accounts Payable  
             
Barista Uno Private Limited   $ 3,601,886     $ 130,169  

 

Eldee Tang, our Chief Executive
Officer and Director, owns 31% of Barista Uno Private Limited.

 

From time to time, Eldee Tang,
our Chief Executive Officer and Director, advances funds to the Company for working capital purposes. Those advances are unsecured, non-interest
bearing and due on demand. The imputed interest on the loan from a related party was not significant. As of March 31, 2021 and 2020 the
Company owed Eldee Tang a balance of $1,488,322 and $17,662 respectively.

 

    Year ended  
    March 31, 2021     March 31, 2020  
Net cash (used in) generated from operating activities   $ (1,405,488 )   $ 62,619  
Net cash used in investing activities   $ (161,591 )     (66,337 )
Net cash generated from (used in) financing activities   $ 1,356,848     $ (119,664 )

 

Net Cash (Used In) Generated
From Operating Activities

 

Net cash used in operating
activities was $1,405,488 for the year ended March 31, 2021, and consisted primarily of a net loss of $1,676,479, adjusted for amortization
of intangible assets of $2,309, depreciation of property, plant and equipment of $249,807, a loss on disposal of property, plant and
equipment of $6,156, a decrease in deferred costs of $1,337,650, an increase in account payables and accrued liabilities of $1,953,781
offset by a decrease in account receivable of $81,544, a decrease in deposits, prepayments and other receivable of $273,179, a decrease
in commission liabilities of $1,108,914, a decrease in deferred revenue of $2,517,390 and a decrease in tax payable of $7,131.

 

Net cash generated from operating
activities was $62,619 for the year ended March 31, 2020, and consisted primarily of a net loss of $12,511,274, adjusted for amortization
of intangible of $273,790, intangible assets written-off of $286,304, impairment loss on receivables of $1,390,996, loss on disposal of
a subsidiary of $72,922, receivables written-off of $178,560, unrealized foreign exchange of $107,239, reversal of payables of $182,573,
depreciation of property, plant and equipment of $226,743, a gain on disposal of property, plant and equipment of $3,593 and a one-time
non-cash stock based compensation of $11,010,357, decrease in inventories of $1,558, a decrease in account receivable of $5,916,068, an
increase in account payables and accrued liabilities of $1,530,842 offset by an increase in deposits, prepayments and other receivable
of $255,369, an increase in deferred costs of $4,414,333, an increase in purchase deposit of $502,093, a decrease in commission liabilities
of $513,698, a decrease in deferred revenue of $2,398,235 and a decrease in tax payable of $151,592.

 

 

 

 

Net Cash Used In Investing
Activities

 

Net cash used in investing
activities was $161,591 for the year ended March 31, 2021, and consisted primarily of the proceed from disposal of property, plant and
equipment of $12,658 and purchases of property, plant and equipment of $174,249.

 

Net cash used in investing
activities was $66,337 for the year ended March 31, 2020, and consisted primarily of the proceed from disposal of property, plant and
equipment of $52,505, proceed from disposal of a subsidiary of $1, purchases of property, plant and equipment of $112,061 and purchase
of intangible assets of $6,782.

 

Net Cash Generated from
(Used In) Financing Activities

 

Net cash generated from financing
activities for the year ended March 31, 2021 was $1,356,848 and consisted primarily of advances from Eldee Tang, our Chief Executive
Officer and director of $1,475,023, proceed from finance lease $96,849, repayment of loan $153,319 and repayment of borrowings $61,705.

 

Net cash used in financing
activities for the year ended March 31, 2020 was $119,664 and consisted primarily of repayment to Eldee Tang, our Chief Executive Officer
and director of $72,090, advances from third parties of $218,769 and repayment of borrowings $266,343.

 

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
sufficient 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 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.

 

Critical Accounting Policies and Estimates

 

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

 

 

 

 

  · Basis of presentation

 

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

  

 

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

 

 

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

 

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

 

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

 

  · Fair value of financial instruments

 

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

  

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

 

 

 

 

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

 

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

 

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

 

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

 

  · Recent accounting pronouncements

 

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

 

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

 

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

 

ITEM 8. Financial Statements
and Supplementary Data.

 

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

 

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

 

None.

 

ITEM 9A. Controls and
Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

As required by Rule 13a-15
under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief
Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial
reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting,
that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts
and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would
not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of March 31, 2021.

 

 

 

 

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

 

Management’s Annual Report On Internal Control
Over Financial Reporting

 

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

 

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

 

As of March 31, 2021, management,
with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
and SEC guidance on conducting such assessments. Based on that evaluation, our management concluded that, during the period covered by
this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more
fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal
controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting
Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority
of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses
were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as
of March 31, 2021.

 

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

 

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

 

Changes in Internal Control over Financial
Reporting

 

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

 

ITEM 9B. Other Information.

 

None.

 

 

 

 

 

PART III

 

ITEM 10. Directors, Executive
Officers and Corporate Governance.

 

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

 

Name   Age   Position
Eldee Wai Chong Tang   45   Chief Executive Officer, Chief Financial Officer (interim), Chief Corporate Officer, Secretary and Director

 

Biographies

 

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

 

Sir Eldee Tang,
age 45, joined us as our Chief Executive Officer and Director on March 27, 2018. On June 21, 2019, Mr. Tang was appointed as an Interim
Chief Financial Officer. On March 31, 2021, Mr. Tang was appointed as Interim Chief Corporate Officer and interim Secretary. He has served
as a Partner and Executive Director of Venvici Pte. Ltd., a SME that focuses on crowdsourcing in e-commerce and mobile commerce technology,
since April 2015. Mr. Tang founded Noble Infotechnologies Pte. Ltd., a data analytics company focusing on financial IT infrastructure
technologies, and has served as its Managing Director since 2006. Mr. Tang also founded Infinite Lifestyle Pte. Ltd., a wellness
and related product company, and served as its Managing Director from April 2006 to 2012. Mr. Tang received his Diploma in Electronic
and Computer Engineering from Ngee Ann Polytechnic in Singapore in 1996, his Masters in Business Administration from the University of
South Australia in 2008 and his Doctorate in Business Administration from the International America University in Los Angeles in 2016.

 

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

 

Family Relationships

 

Mr. Tang does not have a direct
family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company
to become a director or executive officer.

 

 

 

 

Involvement in Certain Legal Proceedings

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Board Committees and Audit Committee Financial Expert

 

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

 

Director Nominations

 

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

 

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

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

Code of Ethics

 

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

 

ITEM 11. Executive Compensation.

 

Compensation Philosophy and Objectives

 

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

 

  1. base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations;
  2. incentive compensation consisting of stock options, restricted stock and the like; and
  3. discretionary bonus awards payable in cash and or securities of the Company tied to the satisfaction of corporate objectives.

 

Process for Setting Executive Compensation

 

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

  

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

 

Our Compensation Peer Group

 

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

 

 

 

 

Program Components

 

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

 

Base Salary

 

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

 

Discretionary Bonus

 

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

 

Each of our named executive
officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations regarding
bonus awards for the named executive officers and the Board provides the bonus recommendation for the Chief Executive Officer. However,
the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards are made, the size of
the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive officers depends on a number
of factors, including (i) the performance of the Company for the year, (ii) the satisfaction of certain individual and corporate
performance measures, and (iii) other factors which the Board may deem relevant. The Company did not award any cash bonuses during
fiscal year 2021.

 

Stock Holdings

 

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

 

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

 

 

 

 

 

 

 

 

Summary Compensation Table

 

The following summary compensation
table sets forth the aggregate compensation we paid or accrued during the fiscal years ended March 31, 2021and 2020 to (i) our Chief Executive
Officer (principal executive officer), (ii) our two most highly compensated executive officers other than the principal executive officer
who were serving as executive officers on March 31, 2021 whose total compensation was in excess of $100,000, and (iii) up to two additional
individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on March 31, 2021.

 

Name and Principal Position  

Fiscal

Year

   

Salary

($)

   

Bonus

($)

   

Equity

Awards

($)

   

All Other

Compensation ($)

   

Total

($)

 

Eldee Tang

Chief Executive Officer, Interim Chief Financial Officer, Interim Chief Corporate Officer, Interim Secretary and

    2021*       US$117,887       0       0       0       US$117,887  
Director (1)     2020       US$182,016       0       0       0       US$182,016  

 

*Eldee Tang’s salary from April 2020 to August 2020 (US$73,605)
was deferred and remained unpaid as of today. This amount is accrued and included in the salary of US$117,887.

 

(1) Eldee Tang, our Chief Executive Officer and Director, was appointed Interim
Chief Financial Officer on June 21, 2019, and Interim Chief Corporate Officer and Interim Secretary on March 31, 2021.

 

Narrative disclosure to Summary Compensation

 

Eldee Tang is party to an employment agreement with NVPL, our subsidiary,
or the Employment Agreement as of the dates and for the annual salary set forth below:

 

Name   Position  

Monthly Salary

(Singapore Dollars) / USD

  Effective Date
Eldee Tang   Chief Executive Officer, Interim Chief Financial Officer, Interim Chief Corporate Officer, Interim Secretary and Director   SGD$20,000 / US$14,085   April 1, 2018 to August 31, 2020
        SGD$7,020 / US$5,230   September 1, 2020

 

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

 

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

 

 

 

 

 

 

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

  

The foregoing description
of the Employment Agreement of Mr. Tang is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.14 to
this Annual Report and is incorporated herein by reference.

 

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

 

Equity Awards

 

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

 

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

 

  · any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;

 

  · any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

 

  · any option or equity grant;

 

  · any non-equity incentive plan award made to a named executive officer;

 

  · any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

 

  · any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

 

Compensation of Directors

 

During our fiscal year ended
March 31, 2021, we did not provide compensation to any of our directors for serving as our director. We currently have no formal plan
for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options to such
persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily required of a director.

 

 

 

 

 

 

 

Compensation Risk Management

 

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

 

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

 

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

  

Compensation Committee Interlocks and Insider
Participation

 

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

 

During the fiscal year ended
March 31, 2021, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers
served on our board of directors; or (ii) as a director of another entity, one of whose executive officers served on the compensation
committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors)
of the registrant.

 

Compensation Committee Report

 

Our board of directors has
reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with
management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form
10-K for the year ended March 31, 2021. The material in this report is not deemed filed with the SEC and is not incorporated by reference
in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on,
before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

 

Submitted by the board of directors:

 

Eldee Tang

 

 

 

 

 

 

 

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

 

The following table sets
forth, as of June 17, 2021, certain information with regard to the record and beneficial ownership of the Company’s common stock
by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company’s common stock, (ii)
each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company
as a group:

 

Name of Beneficial Owner (1)  

Amount

(number of shares)

    Percentage of Outstanding Shares of Common Stock (2)  
             
Eldee Tang (3)     118,661,647       56.3%  
                 
All executive officers and directors as a group (two persons)     118,661,647       56.3%  
                 
5% or more shareholders                
Venvici Partners Ltd. (4)(5)     11,213,141       5.3%  
Leow Yoon Liang (4)(5)     15,000,000       7.4%  

 

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Noble Vici Group, Inc., 45 Ubi Crescent, Singapore 408590.
(2) Applicable percentage ownership
is based on 210,804,160 shares of common stock outstanding as of June 17, 2021, together with securities exercisable or convertible
into shares of common stock within 60 days of June 17, 2021. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common
stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock,
warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within
60 days of June 17, 2021, are deemed to be beneficially owned by the person holding such securities for the purpose of computing
the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person.
(3) Eldee Tang was appointed the Chief Executive Officer and director of the
Company effective March 27, 2018, interim Chief Financial Officer effective June 21, 2019, and interim Secretary and Chief Corporate Officer
effective March 31, 2021.
(4) Venvici Partners Ltd. (VPL) serves as trustee and nominee to hold, administer and distribute 11,213,141 shares of the Issuer’s common stock on behalf of certain sales team members of the Issuer on June 2, 2020, which the sales team members are beneficial owners of these securities. The issuance of these securities was disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2019. The replacement of the Reporting Person is disclosed on Form 3 filed with the Securities and Exchange Commission on June 5, 2020.
(5) Leow Yoon Liang is the sole shareholder and director of VPL. Leow Yoon Liang was appointed to replace Venvici Partners Limited as trustee and nominee to hold, administer and distribute 15,000,000 shares of the Issuer’s common stock on behalf of certain sales team members of the Issuer on June 2, 2020, in which the sales team members are beneficial owners of these securities. The issuance of these securities was disclosed in Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2019.

 

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

 

Other than as disclosed below,
there are no transactions during our two most recent fiscal years ended March 31, 2021 and March 31, 2020, or any currently proposed transaction,
in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s
total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any
other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

 

 

 

 

From time to time, our shareholders
advance funds to the Company on an unsecured, non-interest bearing basis, which funds have no fixed terms of payment. As of March 31,
2021 and March 31, 2020, Ms. Kao Wei-Chen, our shareholder, advanced $280,317, all of which is outstanding.

 

Transactions With Eldee
Tang

 

During the years ended March
31, 2021, and 2020, we made payments   to the related parties as follow:

  

    March 31, 2021     March 31, 2021  
Vendor   Amount for the year     Accounts Payable  
                 
Barista Uno Private Limited   $ 275,071     $ 127,574  
Elusyf Global Private Limited   $ 10,487       10,480  

 

    March 31, 2020     March 31, 2020  
Vendor   Amount for the year     Accounts Payable  
Barista Uno Private Limited   $ 3,601,886     $ 130,169  
                 

 

Eldee Tang, our Chief Executive
Officer and Director, owns 31% of Barista Uno Private Limited.

 

Purchase from a related company totaled
$285,558 and $3,601,886, for the years ended March 31, 2021 and 2020. These purchases mainly relate to purchases from Barista Uno Private
Limited (“BU”) of $275,071 and Elusyf Global Private Limited (“EG”) of $10,487 for the year ended March 31, 2021.
For the year ended March 31, 2020, purchases of $3,601,886 were paid to BU. Eldee Tang owns 31% of BU and 50% of EG.

 

    March 31, 2021     March 31, 2020  
Royalty Charges and Marketing Expenses   Amount for the year     Amount for the year  
                 
Barista Uno Private Limited   $ 57,851     $    
Elusyf Global Private Limited   $ 6,377     $    
Innovez Capital Private Limited   $ 24,585     $    
Venvici Limited   $       $ 115,139  

 

Royalty charges and marketing
expenses paid to a related company totaled $88,813 and $115,139, for the years ended March 31, 2021 and 2020. For the year ended March
31, 2021, royalty charges and marketing expenses were paid to UB45 Pte Ltd (“UB45”) and Noble Vici Ptd Ltd (“NVPL”).
These expense are mainly from BU, EG and Innovez Capital Private Limited (“Innovez”). Eldee Tang holds 49% shareholdings
in Innovez. For the year ended March 31, 2020, royalty charges and marketing expenses were paid to Venvici Limited where Eldee Tang is
a director.

 

From time to time, Eldee Tang,
our Chief Executive Officer, Interim Chief Financial Officer, Interim Secretary and Director, advances funds to the Company for working
capital purposes. Those advances are unsecured, non-interest bearing and has no fixed terms of payment. The imputed interest on the loan
from a related party was not significant. As of March 31, 2021 and 2020 the Company owed Eldee Tang a balance of $1,488,322 and $17,662
respectively.

 

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

 

 

 

 

Director Independence

 

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

 

ITEM 14. Principal AccountING
Fees And Services.

 

J&S Associate (“J&S”)
audited our financial statements for the fiscal years ended March 31, 2021 while Exelient PAC (“Exelient”) audited our financial
statements for the fiscal years ended March 31, 2020.

 

All audit work was performed
by J&S and Exelient for the above mentioned fiscal years 2021 and 2020 respectively. Our board of directors does not have an audit
committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of directors
approves in advance, all services performed by J&S, but have not adopted pre-approval policies or procedures. Our board of directors
has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence,
and has approved such services.

 

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

 

    March 31, 2021     March 31, 2020  
             
Audit fees   $ 40,225     $ 126,133  
Audit related fees            
Tax fees            
All other fees            
Total   $ 40,225       126,133  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART IV

 

ITEM 15. Exhibits and
Financial Statement Schedules.

 

The following documents are filed as part of this report:

 

(1)        Financial Statements

 

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

 

(2)        Financial Statement
Schedules

 

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

 

(3)        Exhibits

 

Exhibit No. Name of Exhibit
3.1 Amended and Restated Certificate of Incorporation (1)
3. Amended and Restated Bylaws (1)
4.1 Form of common stock certificate (2)
4.2 Description of Capital
Stock (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 Consulting Agreement dated October 8, 2019, by and between Noble Vici Group, Inc. and Jenny Chen-Drake (14)
10.13 Secured Term Loan Facility dated September 14, 2018, by Ethoz Capital Ltd. in favor of UB45 Pte. Ltd. (16)
10.14 Employment Letter, dated March 29, 2018, by and between Noble Vici Private Limited and Eldee Tang Wai Chong (15)
10.15 Exclusive Territory Licensing Agreement, dated May 27, 2021, by and between Noble Vici Group, Inc. and Accell Technologies, Inc.*
10.16 Authorized Distributor Agreement, dated June 25, 2021, by and between Noble Vici Pte. Ltd. and Greatsolutions Pte. Ltd.*
14 Code of Business Conduct and Ethics (17)
21 List of Subsidiaries*
31.1 Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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.

(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 Exhibit 4.2 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission
on August 14, 2020.
(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.
(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 Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 9, 2019.
(15)   Incorporated by reference from the Exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018.
(16)   Incorporated by reference from Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 2, 2019.
(17)   Incorporated by reference from Exhibit 14 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

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

 

  NOBLE VICI GROUP, INC.
   
   
  By: /s/ Eldee Tang
    Eldee Tang
    Chief Executive Officer
Date: July13, 2021    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOBLE VICI GROUP, INC.

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J & S ASSOCIATE (AF002380)

(Registered with PCAOB and MIA)

Unit
B2-2-3, SOLARIS DUTAMAS 1,

JALAN
DUTAMAS 1,

50480,
Kuala Lumpur, Malaysia

 

Tel     :
03-62053622

Fax    :
03-62053623

Email :
info@ins-associate.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 

The Board of Directors and Stockholders of

 

Noble Vici Group, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated
balance sheet of Noble Vici Group, Inc. and Subsidiaries (collectively, the “Company”) as of March 31, 2021, and the related
consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year ended
March 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021, and the results of its
operations and its cash flows for the year ended March 31, 2021 in conformity with accounting principles generally accepted in the United
States of America.

 

Basis for Opinion

 

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

 

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

 

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

 

Substantial Doubt about the Company’s
Ability to Continue as a Going Concern

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company suffered from an accumulated deficit of $139,375,793
and working capital deficit of $5,241,539 as at March 31, 2021. These matters raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements.
These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ J&S Associate

Certified Public Accountants

 

July 13, 2021

Malaysia

 

We have served as the Company’s auditor
since 2021.

  

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Noble Vici Group, Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated
balance sheet of Noble Vici Group, Inc. and its subsidiaries (the “Company”) as of March 31, 2020, and the related consolidated
statement of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended March 31, 2020, and the
related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020, and the results of its
operations and its cash flows for the year ended March 31, 2020, in conformity with accounting principles generally accepted in the United
States of America.

 

Consideration of the Company’s Ability
to Continue as a Going Concern

 

The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements,
as of March 31, 2020, the Company has suffered from an accumulated deficit of $137,703,504 and working capital deficit of $3,309,736.
These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard
to these matters are also described in note 2. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

/s/  Exelient PAC

 

We have served
as the Company’s auditor from 2020 to May 25, 2021.

 

Singapore

August 13, 2020  

 

 

 

 

NOBLE VICI GROUP, INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2021 AND 2020

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

 

    March 31, 2021     March 31, 2020  
ASSETS                
Current assets:                
Cash and cash equivalents   $ 48,214     $ 223,527  
Deposits, prepayment and other receivable     275,293       418,541  
Accounts receivable     79,951       152,545  
Purchase deposits     1,711,865       1,619,966  
Income tax recoverable           65,403  
Deferred costs     3,160,539       4,252,107  
Inventories     15,152       14,339  
                 
Total current assets     5,291,014       6,746,428  
                 
Non-current assets:                
Intangible assets, net     4,218       6,170  
Property, plant and equipment, net     3,570,210       3,467,527  
                 
TOTAL ASSETS   $ 8,865,442     $ 10,220,125  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities:                
Account payables and accrued liabilities   $ 4,288,981     $ 2,216,563  
Commission liabilities           1,045,568  
Deferred revenue     4,085,010       6,239,296  
Amount due to a director     1,488,322       17,662  
Amount due to a related party     280,317       280,317  
Income tax payable     28,976        
Current portion of borrowings     360,947       256,758  
                 
Total current liabilities     10,532,553       10,056,164  
                 
Long-term liabilities:                
Borrowings     1,581,130       1,692,485  
                 
TOTAL LIABILITIES     12,113,683       11,748,649  
                 
Commitments and contingencies            
                 
STOCKHOLDERS’ DEFICIT                
Common stock, 3,000,000,000 authorized common shares of $0.0001 par value, 210,804,160 shares issued and outstanding as of March 31, 2021 and 2020     21,080       21,080  
Additional paid-in capital     136,427,910       136,427,910  
Accumulated other comprehensive loss     (262,131 )     (218,893 )
Accumulated losses     (139,375,793 )     (137,703,504 )
Total NVGI stockholders’ deficit     (3,188,934 )     (1,473,407 )
Non-controlling interest     (59,307 )     (55,117 )
      (3,248,241 )     (1,528,524 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 8,865,442     $ 10,220,125  

 

See accompanying notes to consolidated financial
statements.

 

 

 

 

NOBLE VICI GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

    Years ended March 31,  
    2021     2020  
             
REVENUE, NET   $ 3,074,720     $ 13,405,499  
                 
Cost of revenue     (1,851,942 )     (7,555,268 )
                 
Gross profit     1,222,778       5,850,231  
                 
Operating expenses:                
Sales and marketing     163,741       434,568  
General and administrative     3,014,433       7,525,068  
Stock-based compensation           10,810,357  
Total operating expenses     3,178,174       18,769,993  
                 
LOSS FROM OPERATIONS     (1,955,396 )     (12,919,762 )
                 
Other income (expense):                
Interest income           142  
Interest expense     (95,077 )     (91,718 )
Government subsidy income     339,548       15,096  
Sundry income     35,718       280,933  
Total other income     280,189       204,453  
                 
LOSS BEFORE INCOME TAXES     (1,675,207 )     (12,715,309 )
                 
Income tax (expense) credit     (1,272 )     204,035  
                 
NET LOSS   $ (1,676,479 )   $ (12,511,274 )
                 
Other comprehensive loss:                
– Foreign currency translation loss     (43,238 )     (238,982 )
                 
COMPREHENSIVE LOSS   $ (1,719,717 )   $ (12,750,256 )
                 
Net loss per share:                
– Basic and diluted   $ (0.01 )   $ (0.06 )
                 
Weighted average common shares outstanding:                
– Basic and diluted     210,804,160       210,746,352  

 

See accompanying notes to consolidated financial
statements.

 

 

 

 

NOBLE VICI GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

    Years ended March 31,  
    2021     2020  
             
Cash flow from operating activities:                
Net loss   $ (1,676,479 )   $ (12,511,274 )
Adjustments to reconcile net loss to net cash generated from operating activities:                
Amortization of intangible assets     2,309       273,790  
Depreciation of property, plant and equipment     249,807       226,743  
Impairment loss on receivable           1,390,996  
Loss (gain) on disposal of property, plant and equipment     6,156       (3,593 )
Intangible assets written-off           286,304  
Loss on disposal of a subsidiary           72,922  
Receivables written-off           178,560  
Unrealized foreign exchange           107,239  
Reversal of payables           (182,573 )
Stock compensation expense           11,010,357  
                 
Change in operating assets and liabilities:                
Inventories           1,558  
Account receivable     81,544       5,916,068  
Deposits, prepayment and other receivable     273,179       (255,369 )
Deferred costs     1,337,650       (4,414,333 )
Purchase deposits           (502,093 )
Account payables and accrued liabilities     1,953,781       1,530,842  
Commission liabilities     (1,108,914 )     (513,698 )
Deferred revenue     (2,517,390 )     (2,398,235 )
Income tax payable     (7,131 )     (151,592 )
Cash (used in) generated from operating activities     (1,405,488 )     62,619  
                 
Cash flow from investing activities:                
Proceed from disposal of property, plant and equipment     12,658       52,505  
Proceed from disposal of a subsidiary           1  
Purchase of property, plant and equipment     (174,249 )     (112,061 )
Purchase of intangible assets           (6,782 )
Net cash used in investing activities     (161,591 )     (66,337 )
                 
Cash flow from financing activities:                
Advances from (repayment to) a director     1,475,023       (72,090 )
Advances from third parties           218,769  
Proceed from finance lease     96,849        
Repayment of loan     (153,319 )      
Repayment of finance lease     (61,705 )     (266,343 )
Net cash generated from (used in) financing activities     1,356,848       (119,664 )
                 
Foreign currency translation adjustment     34,918       (344,422 )
                 
Net change in cash and cash equivalents     (175,313 )     (467,804 )
                 
BEGINNING OF YEAR     223,527       691,331  
                 
END OF YEAR   $ 48,214     $ 223,527  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                
Cash paid for income taxes   $ 2,071     $ 203,031  
Cash paid for interest   $ 94,719     $ 91,718  

 

See accompanying notes to consolidated financial
statements.

 

 

 

 

NOBLE VICI GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

    Year ended March 31, 2021  
      Common
stock
      Additional        
      Accumulated other               Total       Non-          
      No.
of shares
      Amount       paid-in
capital
      Deferred
compensation
      comprehensive
loss
      Accumulated
losses
      stockholders’
deficit
      controlling
interest
      Total
deficit
 
                                                                         
Balance as of April 1, 2020     210,804,160     $ 21,080     $ 136,427,910     $     $ (218,893 )   $ (137,703,504 )   $ (1,473,407 )   $ (55,117 )   $ (1,528,524 )
                                                                         
Foreign currency translation adjustment                             (43,238 )           (43,238 )           (43,238 )
                                                                         
Net loss
for the year
                                  (1,672,289 )     (1,672,289 )     (4,190 )     (1,676,479 )
Balance as of March 31,
2021
    210,804,160     $ 21,080     $ 136,427,910     $     $ (262,131 )   $ (139,375,793 )   $ (3,188,934 )   $ (59,307 )   $ (3,248,241 )

 

 

    Year ended March 31, 2020  
      Common
stock
      Additional        
      Accumulated
other
              Total       Non-          
      No.
of shares
      Amount       paid-in
capital
     

Deferred

compensation

     

comprehensive

loss

      Accumulated
losses
      stockholders’
deficit
      controlling
interest
      Total
deficit
 
Balance as of April 1, 2019     210,704,160     $ 21,070     $ 136,227,920     $ (10,936,760 )   $ 20,089     $ (125,141,278 )   $ 191,041     $ (106,069 )   $ 84,972  
                                                                         
Shares issue for service rendered     100,000       10       199,990                         200,000             200,000  
                                                                         
Amortization of stock-based
compensation
                      10,936,760                   10,936,760             10,936,760  
                                                                         
Foreign currency translation
adjustment
                            (238,982 )           (238,982 )           (238,982 )
                                                                         
Net loss
for the year
                                      (12,562,226 )     (12,562,226 )     50,952       (12,511,274 )
Balance as of March 31,
2020
    210,804,160     $ 21,080     $ 136,427,910     $     $ (218,893 )   $ (137,703,504 )   $ (1,473,407 )   $ (55,117 )   $ (1,528,524 )

 

See accompanying notes to consolidated financial
statements.

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

1.       DESCRIPTION
OF BUSINESS AND ORGANIZATION

 

Noble Vici Group, Inc. (the “Company”),
formerly known as Gold Union Inc., was incorporated under the laws of the State of Delaware on July 6, 2010 under the name of Advanced
Ventures Corp. Effective January 6, 2014, the Company changes its name to “Gold Union Inc.” Effective March 26, 2020, 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.

 

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   Singapore holding company   SGD$200,001   100%
                 
NIApplications Pte Ltd   Republic of Singapore   Development of software for interactive digital media and software consultancy   SGD$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   SGD$1   51%
                 

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   SGD$10,000   100%
                 
Ventrepreneur (SG) Pte Ltd, Taiwan Branch   Taiwan Branch   Customer service for ecommerce and merchants servicing   N/A   N/A
                 
UB45 Pte Limited   Republic of Singapore   Investment holding   SGD$10,000   100%
                 
VMore System Private Limited   Republic of Singapore   IoT Retailing   SGD$10,000   100%
                 
VMore Holding Limited   New Zealand   Investment holding   NZ$10,000   100%
                 
VMore Merchants Pte Ltd   Republic of Singapore   Merchants onboarding   SGD$1,000   100%
                 
AIM System Pte Ltd   Republic of Singapore   System provider   SGD$1,000   100%

 

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

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

2.       GOING
CONCERN UNCERTAINTIES

 

The accompanying consolidated financial statements
have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.

 

As of March 31, 2021, the Company suffered from
an accumulated deficit of $139,375,793 and working capital deficit of $5,241,539. The continuation of the Company as a going concern through
March 31, 2022 is dependent upon the continued financial support from its stockholders and funding from existing shareholders
and financial institution, as mentioned above. Management believes the Company is currently pursuing additional financing for its substantial
deployment of VX machines and seeking new partnerships regionally. However, there is no assurance that the Company will be successful
in securing sufficient funds to sustain the operations.

 

With respect to the ongoing and evolving coronavirus
(COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial
disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse
impact on the Company’s business. These and other factors raise substantial doubt about the Company’s ability
to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as
a going concern.

 

 

3.       SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

 

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

 

 

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

 

l Use of estimates and assumptions

 

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

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

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.

 

 

Accounts receivable consist of amounts due from
customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance
for doubtful accounts is established to reflect the expected losses of accounts receivable based on past collection history, age, account
payment status compared to invoice payment terms and specific individual risks identified. The delinquency of a receivable account is
determined based on these factors. The Company does not accrue interest on aged accounts receivable. As of March 31, 2021 and 2020, there
were no allowances for doubtful accounts.

 

 

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

 

 

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

 

 

Intangible assets 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- 5 years  
Motor vehicle   3 – 3.33 years  

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

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 years ended March
31, 2021 and 2020 were $249,807 and $226,743, 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 March 31, 2021 and 2020.

 

 

The Company adopted Accounting Standards Update
(“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09,
the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its
obligations under each of its agreements:

 

· identify the contract with a customer;
· identify the performance obligations in the contract;
· determine the transaction price;
· allocate the transaction price to performance obligations in the contract; and
· recognize revenue as the performance obligation is satisfied.

 

The Company accounts for a contract with a customer
when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial
substance and consideration to collect is substantially probable.

 

The Company continues to derive its revenues from sales contracts with its customers with revenues being recognized upon delivery
of products. Persuasive evidence of an arrangement is demonstrated via sales contract and invoice; and the sales price to the customer
is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or volume incentive. The Company recognizes
revenue when the Company has the rights to perform the deployment and maintenance service on machines. The Company’s revenues are
recognized at a point in time after all performance obligations are satisfied.

 

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.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

Product sales are recorded net of good and service
taxes and product returns.

 

 

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

 

 

Sales and marketing expenses include payroll,
employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions,
seminars, and other programs.

 

 

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 Deferred revenue and costs

 

Deferred revenue and deferred cost of goods
sold result from transactions where the Company has shipped product for which all revenue recognition criteria under the five-step
model have not yet been met. Though these contracts are not considered a contract under ASC 606, they are legally enforceable, and
the Company has an unconditional and immediate right to payment after the Company has received the orders from customers, therefore,
the Company recognizes a receivable and a corresponding deferred revenue upon receiving the orders. Deferred cost of goods sold includes
direct inventory costs. Once all revenue recognition criteria under the five-step model have been met, the Revenues and associated cost of goods sold will be recognized in
the Income Statement.

 

 

 

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.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

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.

 

 

The Company did not take any uncertain tax positions
and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years
ended March 31, 2021 and 2020.

 

 

The Company adopted Topic 842, Leases (“ASC
842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January
1, 2017 as its date of initial application.

 

The Company determines if an arrangement is a
lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities,
and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current
liabilities, and other long-term liabilities in our consolidated balance sheets.  

 

ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most
of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated
rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU
asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate
the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line
basis over the lease term.

 

In accordance with the guidance in ASC 842, components
of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area
maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed
contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the
lease components and non-lease components.

 

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.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

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 (“SGD$”),
which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In
general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ 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 SGD$ into US$1 has been
made at the following exchange rates for the years ended March 31, 2021 and 2020:

 

    March 31, 2021     March 31, 2020  
Year-end SGD$:US$1 exchange rate     1.3472       1.4236  
Annual average SGD$:US$1 exchange rate     1.3423       1.3713  

 

 

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.

 

 

ASC Topic 280, “Segment Reporting
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization
structure as well as information about geographical areas, business segments and major customers in consolidated financial statements.
For the years ended March 31, 2021 and 2020, the Company operates in one reportable operating segment in Singapore and Asian Region.

 

 

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

 

 

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

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

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

 

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

 

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.

 

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.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

l Fair value of financial instruments

 

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

 

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

 

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

 

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

 

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

 

l Recent accounting pronouncements

 

The Company has reviewed all recently issued,
but not yet effective, accounting pronouncements and do now 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.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

4.       REVENUE

 

    Years ended March 31,  
    2021     2020  
             
Products sales, as principal   $ 2,820,056     $ 11,261,390  
Other operating revenue     254,664       2,144,109  
    $ 3,074,720     $ 13,405,499  

 

 

5.       DEFERRED
COSTS

 

As of March 31, 2021 and 2020, the Company had
total deferred costs of $3,160,539 and $4,252,107, respectively. The deferred cost will be expensed off to Cost of Good Sold in Income Statement when
the corresponding deferred revenue is recognized.

 

 

6.       PROPERTY,
PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the
following:

 

    As of March 31,  
    2021     2020  
At cost:                
Building   $ 3,421,170     $ 3,237,510  
Leasehold improvement     252,723       239,156  
Furniture and fittings     30,549       28,909  
Office equipment and computers     158,426       147,654  
Motor vehicle     212,971       99,043  
Right of used assets     86,031       81,413  
      4,161,870       3,833,685  
Less: accumulated depreciation     (591,660 )     (366,158 )
    $ 3,570,210     $ 3,467,527  

 

Depreciation expense for the years ended March
31, 2021 and 2020 were $249,807 and $226,743, as part of operating expenses, respectively.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

 

7.       INTANGIBLE
ASSETS

 

    As of March 31,  
    2021     2020  
Gaming right and software:                
Gross carrying value   $ 6,903     $ 6,533  
Less: accumulated amortization     (2,685 )     (363 )
                 
Intangible assets, net   $ 4,218     $ 6,170  

 

Amortization expense for the years ended March
31, 2021 and 2020 were $2,309 and $273,790, as part of operating expenses, respectively.

 

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

 

Years ending March 31:      
2022   $ 2,301  
2023     1,917  
         
Total   $ 4,218  

 

 

8.       DEFERRED
REVENUE

 

As of March 31, 2021 and 2020, the Company had total deferred revenue
of $4,085,010 and $6,239,296, respectively. The deferred revenue will be recognized upon the Company has the rights to perform the deployment
and maintenance service on machines

 

 

9.       AMOUNT
DUE TO A DIRECTOR

 

As of March 31, 2021 and 2020, the Company owed
the amount of $1,448,322 and $17,662 due to a director of the Company, Mr. TANG Wai Chong Eldee. The balance is unsecured, interest-free
and has no fixed terms of repayment. Imputed interest from related party loan is not significant.

 

 

10.       AMOUNT
DUE TO A RELATED PARTY

 

As of March 31, 2021 and 2020, the Company
owed the amount of $280,317 due to a shareholder of the Company, Miss KaoWei-Chen. The balance is unsecured,
interest-free and has no fixed terms of repayment. Imputed interest from related parties’ loan is not significant.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

 

11.       BORROWINGS

 

    As of  
    March 31, 2021     March 31, 2020  
Current portion                
Loan   $ 312,797     $ 220,283  
Lease liabilities     48,150       36,475  
      360,947       256,758  
                 
Non-current portion                
Loan     1,513,064       1,652,120  
Lease liabilities     68,066       40,365  
      1,581,130       1,692,485  
                 
    $ 1,942,077     $ 1,949,243  

 

The loan is secured by a mortgage over a leasehold  
building. The loan bears interest rate of 3.75% flat per annum and is repayable in 120 equal month installments commencing from October
1, 2018. The loan is personally guaranteed by the director of the Company, Eldee Tang.

 

The Company has financed its motor vehicles, office
premises and office equipment under finance lease agreements with the fixed interest rate ranging from 2.80% to 7.98% per annum, due through
2020 and 2026, with principal and interest payable monthly. These leases have remaining lease terms of 12 months to 90 months.

 

Right of use assets are included in the condensed
consolidated balance sheet are as follows:

 

    As of  
    March 31, 2021     March 31, 2020  
Non-Current assets                
Right-of-use assets, net of amortization (included in property, plant and equipment)   $ 159,841     $ 95,368  

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

The maturities of lease liabilities and loan are
as follows:

 

    Lease liabilities     Loan  
Years ending March 31:                
2021   $ 53,968     $ 400,089  
2022     49,048       320,071  
2023     20,822       320,071  
2024     4,872       320,071  
2025     4,436       320,071  
Thereafter           800,178  
                 
Total lease payments     133,146       2,480,551  
Less: Imputed interest     (16,930 )     (654,690 )

Present value of lease liabilities

  $ 116,216     $ 1,825,861  

 

 

12.       INCOME
TAX

 

The provision for income taxes consisted of the
following:

 

    Years ended March 31,  
    2021     2020  
             
Current tax expense (credit)   $ 1,272     $ (204,035 )
Deferred tax            
 Income tax expense (credit)   $ 1,272     $ (204,035 )

 

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

 

United States of America

 

NVGI is registered in the State of Delaware and
is subject to 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.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

As of March 31, 2021, the Company incurred $1,870,621
of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards
begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $392,830
  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.

 

New Zealand

 

The Company’s operating subsidiaries are
registered in New Zealand and are subject to the New Zealand corporate income tax at a standard income tax rate of 28% on the assessable
income arising in New Zealand during its tax year.

 

Federation of Malaysia

 

The Company’s operating subsidiaries are
registered in Federation of Malaysia and are subject to the Malaysia corporate income tax at a standard income tax rate of 24%
on the assessable income arising in Malaysia during its tax year.

 

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.

 

The reconciliation of income tax rate to the effective
income tax rate based on (loss) income before income taxes for the years ended March 31, 2021 and 2020 are as follows:

 

    Years ended March 31,  
    2021     2020  
             
(Loss) income before income taxes   $ (2,103,353 )   $ 205,663  
Statutory income tax rate     17%       17%  
Income tax expense at statutory rate     (357,570 )     34,962  
Tax effect of non-taxable income     (81,491 )      
Tax effect of tax concession           (21,510 )
Tax effect of allowance           (217,487 )
Tax loss not recognized as deferred tax     440,333        
Income tax expense (credit)   $ 1,272     $ (204,035 )

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

The following table sets forth the significant
components of the deferred tax assets and liabilities of the Company as of March 31, 2021 and 2020:

 

    As of March 31,  
    2021     2020  
Deferred tax assets:                
Net operating loss carryforwards   $ 740,303     $ 373,043  
Less: valuation allowance     (740,303 )     (373,043 )
Deferred tax assets, net   $     $  

 

As of March 31, 2021, the Company incurred $2,212,490
of cumulative net operating losses which can be carried forward to offset future taxable income at no expiration. The Company has provided
for a full valuation allowance against the deferred tax assets of $740,303 and $373,043 at March 31, 2021 and 2020, 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.

 

The Company has filed an income tax return for
2019 and 2018 in Singapore jurisdiction.

 

 

13.       STOCKHOLDERS’
DEFICIT

 

In October 2019, the Company issued 100,000 shares
of its common stock to its legal counsel for legal services provided to the Company at the fair value of $200,000, equal to $2 per share.

 

For the years ended March 31, 2021 and 2020, the
Company recorded share-based compensation expense related to restricted stock units issued to sales agents and consultants of $0 and $10,810,357,
respectively. This share-based compensation expense is included in general and administrative expenses and research and development expenses
in the accompanying consolidated statements of operations.

 

As of March 31, 2021 and 2020, the Company had
a total of 210,804,160 shares of its common stock issued and outstanding.

 

 

14.       PENSION
COSTS

 

The Company is required to make contribution to
their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Singapore. The
Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level.
During the years ended March 31, 2021 and 2020, $210,561 and $218,354 contributions were made accordingly.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

 

15.       RELATED
PARTY TRANSACTIONS

 

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

 

Purchase from a related company totaled $285,558
and $984, for the years ended March 31, 2021 and 2020. These purchases mainly relate to purchases from Barista Uno Private Limited (“BU”)
and Elusyf Global Private Limited (“EG”). Eldee Tang owns 31% of BU and 50% of EG.

 

Royalty charges and marketing expenses paid to
a related company totaled $88,813 and $115,139, for the years ended March 31, 2021 and 2020. For the year ended March 31, 2021, royalty
charges and marketing expenses were paid to UB45 Pte Ltd (“UB45”) and Noble Vici Ptd Ltd (“NVPL”). These expense
are mainly from BU, EG and Innovez Capital Pte ltd (“IC”). Eldee Tang holds 49% shareholdings in IC. For the year ended March 31, 2020, royalty charges
and marketing expenses were paid to Venvici Limited where Eldee Tang is a director.

 

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.

 

 

16.       CONCENTRATIONS
OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)       Major
customers

 

For the years ended March 31, 2021 and 2020, there
is no individual customer exceeding 10% of the Company’s revenue.

 

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

 

    Years ended March 31,  
    2021     2020  
             
China   $ 12,125     $ 190,426  
Singapore     2,655,182       6,103,955  
Malaysia     219,251       3,658,083  
Philippines     139,468       1,696,581  
Thailand     7,241       797,250  
Indonesia     35,508       401,628  
Other countries in Asia Pacific     5,945       557,576  
                 
    $ 3,074,720     $ 13,405,499  

 

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

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

(b)       Major
vendors

 

For the year ended March 31, 2021, this is one
single vendor representing more than 10% of the Company’s purchase. This vendor, (a related company) accounted for 49% of the Company’s
purchase amounting to $275,071 with $127,574 of accounts payable.

 

For the year ended March 31, 2020, there is no
one single vendor representing more than 10% of the Company’s purchase.

 

 

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

 

The Company’s interest-rate risk arises
from borrowings under finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt,
limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of March 31,
2021 and 2020, borrowing under mortgage 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.

 

 

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 SGD$ converted to
US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

 

17.       COMMITMENTS
AND CONTINGENCIES

 

 

As of March 31, 2021 and 2020, the Company has
no material capital commitments in the next twelve months.

 

 

 

 

NOBLE VICI GROUP, INC.

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2021 AND 2020

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

 

 

In April 2020, the Company received invoices from
each of the Public Company Accounting Oversight Board (“PCAOB”) and the Financial Accounting Standards Board (“FASB”)
in the amounts of $702,600 and $92,100, respectively, for our share of the PCAOB and FASB Issuer Accounting Support Fee for calendar year
2020. The fees were due May 18, 2020. The Company has petitioned the PCAOB and FASB to review its fee assessments and is in the process
of review. The Company believes that there is a material likelihood that it will not prevail, and that it will be required to pay all
assessed fees.

 

In accordance with applicable accounting guidance,
the Company records accruals for certain of its outstanding legal proceedings, investigations or claims when it is probable that a liability
will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal
proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would make a loss
contingency both probable and reasonably estimable. The Company discloses the amount of the accrual if the financial statements would
be otherwise misleading.

 

When a loss contingency is not both probable and
estimable, the Company does not establish an accrued liability. However, if the loss (or an additional loss in excess of the accrual)
is at least a reasonable possibility and material, then the Company discloses an estimate of the possible loss or range of loss, if such
estimate can be made or discloses that an estimate cannot be made.

 

The assessments whether a loss is probable or
a reasonable possibility, and whether the loss or a range of loss is estimable, often involve a series of complex judgments about future
events. Management is often unable to estimate a range of reasonably possible loss, particularly where (i) the damages sought are substantial
or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel or unsettled legal theories or a large
number of parties. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including
a possible eventual loss, fine, penalty or business impact, if any.

 

The Company expects that the aggregate range of
reasonably possible losses for such legal proceeding is likely to range from approximately $800,000 and upwards if penalties or interest
are assessed against us in the event that the Company is unable to timely pay assessed amounts. It is probable that $800,000 will be payable
by March 31, 2021. The estimated aggregate range of reasonably possible losses is based upon currently available information for those
proceedings in which the Company is involved, taking into account the Company’s best estimate of such losses for those cases for
which such estimate can be made. Those matters for which an estimate is not possible are not included within this estimated range. Therefore,
such range represents what the Company believes to be an estimate of possible loss only for those matters meeting such criteria. It does
not represent the Company’s maximum loss exposure.

 

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

 

 

18.       SUBSEQUENT
EVENTS

 

In accordance with ASC Topic 855, “Subsequent
Events
”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March
31, 2021, up through the date the Company issued the audited consolidated financial statements.

 

On June 25, 2021, the Company appointed Greatsolutions
Pte. Ltd., a Singapore corporation, (“GSP”) to serve as the authorized distributor of new biodegradable waste recycling machine
for the territory of Singapore in accordance with the terms of that certain Authorized Distributor Agreement (the “Authorized Distributor
Agreement”). Pursuant to the terms of the Authorized Distributor Agreement, GSP agreed to purchase 100 units of the Company’s
machines as well as other related products and pay a license fee of USD One Million Dollars (US$1,000,000) for the first year of the term.
The term of the Authorized Distributor Agreement will begin upon the successful commission of the first machine in Singapore. The Company
is in the process of working with the relevant governmental agencies to have the machines commissioned for use in Singapore. On July 12,
2021, $100,000 was received as a portion of the license fee.

 

 

 

 

Exhibit 10.15

 

EXCLUSIVE
TERRITORY LICENSING AGREEMENT

 

This
Exclusive Territory Platform Licensing Agreement with Joint Distribution Outside Exclusive Territory (this “Agreement”) is
entered into on May 27, 2021 (“Effective Date”) between Noble Vici Group, Inc. (“NVGI“) and Accell
Technologies, Inc. (“Accell”)
. Each of NVGI and Accell may be referred to herein as a “Party” and
collectively as the “Parties.”

 

RECITALS

 

A.           
NVGI develops software and is marketing exclusively or predominantly in Asia telecommunication products and services including
but not limited to Ecommerce Aggregator, Reward Adtech, AIM system and Delivery Services (the “Platform”). A full description
of the current functions included in the Platform and its Intellectual Property is attached as Exhibit 1.

 

B.            
Accell develops software and marketing telecommunications products and services, which it develops or licenses to mobile
telecommunications operators throughout North and South America.

 

C.             The
Parties enter into this Agreement to capitalize on their respective synergies. AGREEMENT

 

1.             
Territory. NVGI grants Accell the exclusive license to use, market, and sell the Platform, including the
right to sub-license to non-affiliated third-parties, and to grant such third parties rights to further sub-license to their customers,
subscribers, employees or other users (“Accell License”) in the following geographic region (“Accell Territory”):
All continents of North America and South America, including all the islands in the Caribbean Sea, including the US unincorporated territory
of Puerto Rico. As of 2020, the total population in Latin America is more than 650 million people.

 

2.             
Term. Due to the investment by Accell, the Term of the License granted to Accell in this Agreement is ten years
from the Effective Date (the “Commencement Date”). Accell shall have one year from the Commencement Date to develop
marketing strategies and commence sales activities (the “Rollout Period”).

 

3.             
Royalties. Within the Accell Territory and for revenue Accell receives from its clients for distribution
of the Platform, Accell shall pay NVGI or its subsidiaries, a royalty of 10% of the gross revenue paid by each client or
per country, not to exceed 20% of EBITDA per country within the territory (the “Royalty”), whichever amount is higher. The
Royalty shall be paid to NVGI or its subsidiaries quarterly within 30 days from March 31, June 30, September 30 and December 31
of each year within the Term. Accell shall submit with each Royalty Payment a report summarizing its gross revenues and (if applicable)
expenses comprising EBITDA. As a requirement to start the licensing works, a one-time set up fee (“Setup Fee”) of USDXXXX per
country for cloud installation and access fee will be required. In addition to the Setup Fee, a one-time core integration fee (“Core
Fee”) to cover Engineers and Developers Technicians for actual integration of the software platform with the Telecom/Carrier Clients.
Core Fee shall be based on reimbursement at costs basis and to be confirmed and agreed upon. A yearly software maintenance and upgrade
fees of USDXXXX for each country will also be separately charged.

 

4.            
Branding. Accell shall have the right to market the Platform, including white label of any tangible components,
literature, brochures and copyright material as “Accell Technologies, powered by NVGI,” or any similar branding
verbiage.

 

5.            
Protection of Intellectual Property. Accell shall have the right but not the obligation to file and prosecute in
any country within the Accell Territory all means of protection of Intellectual Property (“IP Protection”). Accell shall
be entitled to deduct the direct costs associated with IP Protection (including fees of attorneys and country registration fees) from
future Royalty payments. NVGI shall regularly inform Accell of any upgrades, updates, or developments in the Platform constituting
Intellectual Property, and shall cooperate with Accell in all IP Protection initiated by Accell. Accell shall regularly
inform NVGI of the status of any NVGI’s IP Protection or any election not to pursue IP Protection.

 

 

 

 

6.            
NVGI Assistance. Upon request, NVGI shall make available to Accell-NVGI‘s worldwide software,
application and content development team, to assist with customizing and integrating the Platform on behalf of Accell or its clients.
Such utilization shall be at Accell‘s expense but at NVGI‘s direct cost pricing without mark-up.

 

7.            
Confidentiality. Throughout the Term, each Party may disclose Confidential Information to the other Party. As used in this
Agreement, “Confidential Information” means all nonpublic information disclosed by either Party (the “Disclosing Party”)
or its Affiliates, or their respective directors, officers, employees and agents, to the other Party (the “Receiving Party”)
or its Personnel (as defined below) hereunder in connection with the subject matter of this Agreement that is designated as confidential
or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential,
including, without limitation: (i) nonpublic information relating to the Disclosing Party’s technology, customers, business plans, promotional
and marketing activities, finances and other business affairs; (ii); third-party information that the Disclosing Party identifies as
confidential; and (iii); the nature, content and existence of any discussions or negotiations regarding the terms of this Agreement.
The Receiving Party may use Confidential Information only in pursuance of the Purpose. Except as expressly provided in this Agreement,
the Receiving Party shall not disclose Confidential Information to anyone, other than its Personnel, without the prior written consent
of the Disclosing Party. The Receiving Party shall take reasonable measures to avoid unauthorized disclosure, dissemination or use of
Confidential Information in breach of this Agreement, including, at a minimum, those measures it takes to protect its own confidential
information of a similar nature. The Receiving Party may disclose Confidential Information to its Affiliates and its and their respective
directors, officers, employees, consultants, advisors, attorneys and/or accountants (such individuals receiving Confidential Information
hereunder, collectively, “Personnel”), who have a need to know Confidential Information in connection with the Purpose. The
Receiving Party will ensure that its Personnel comply with this Agreement.

 

8.             
Representations and Warranties. Each Party represents and warrants to the other Party the matters contained in sub-Sections
8(a)-(c), and NVGI warrants and represents to Accell the matters contained in sub-Sections 8(d)-(e), respectively, as follows:

 

(a)           
Organization and Business; Power and Authority; Effect of Transaction. Such Party is
a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly
qualified to do business and is in good standing in each jurisdiction where the ownership or operation of its assets or conducting its
business requires such qualification. Such Party has all requisite power and authority necessary to enable it to execute and deliver,
and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement will not (i) conflict
with, or result in a breach or violation of, or constitute a default under, any corporate governance document of such Party or any law
to which such Party is subject, (ii) result in a breach of, constitute a default under, result in the acceleration of, create in any
person the right to accelerate, terminate, modify or cancel, or require any consent or notice under any agreement, contract, lease, license,
instrument or other arrangement to which such Party is a party or by which it is bound.

 

(b)           
Legal Actions; Compliance with Laws. There are (a) no legal actions of any kind pending
or to the knowledge of such Party, threatened, that would reasonably be expected to impair such Party’s ability to perform its obligations
under this Agreement. Such Party has not received any notification from any governmental authority of any asserted present or past failure
to comply in any material respect with any laws or orders to which such Party is subject, and there is no pending or, to the knowledge
of such Party, threatened investigation of any sort against such Party. Such Party possesses all material governmental authorizations
that are necessary for the operation of its business.

 

(c)           
Bankruptcy Matters. Such Party has not (a) changed its name or suspended its business,
(b) had proceedings pending or threatened by or against it in bankruptcy or reorganization in any court, (c) resolved or otherwise agreed
to file a case in bankruptcy or reorganization in any court, or

(d) 
admitted in writing its inability to pay its debts as they become due. Such Party is, and after giving effect to the transactions
contemplated in this Agreement will be, solvent.

 

(d)           
Intellectual Property. NVGI owns or holds valid licenses over all Intellectual
Property associated with the Platform (the “Platform IP”) without any known conflict with, or infringement of, the rights of
others. No product or service marketed or sold (or proposed to be marketed or sold) by NVGI associated with the Platform IP violates
or will violate any license or infringes or will infringe any intellectual property rights of any other Person. Other than with respect
to (1) commercially available software products under standard end-user object code license agreements, and (2) rights granted pursuant
to this Agreement, NVGI has not granted and there are no outstanding options, licenses, agreements, claims, encumbrances or shared
ownership interests of any kind relating to the Platform IP within the Accell Territory, nor is NVGI bound by or a party
to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information, proprietary rights and processes of any other Person. NVGI has not received any communications
alleging that it has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames,
copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. To NVGI‘s knowledge, it will
not be necessary for NVGI to use any inventions of any employee or consultant (or Persons either currently intends to hire) made
prior to the employment of such person by NVGI. All employees and consultants have granted NVGI ownership of any inventions
developed as a result of their work on behalf of NVGI.

 

 

 

 

(e)           
Efficacy of the Platform. The attributes of the Platform currently and at all future
times will perform to at least the standards described in Exhibit 1.

 

9.             
Indemnification. Each Party agrees to indemnify and hold harmless each other Party, and their respective employees, agents,
affiliates, successors and assigns, from and against any and all claims, actions, causes for action, judgments, violations, demands,
costs and expenses incurred by the Party indemnified resulting from any act, omission, failure to act, breach or violation of the indemnifying
Party, including, but not limited to as a result of breach of any representation or warranty, or failure to perform any obligation under
this Agreement

 

10.           
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California,
without resort to California’s conflict-of-laws rules.

 

11.           
Dispute Resolution. If a dispute arises relating to the interpretation, enforcement or termination of this Agreement, including
claims for breach of contract, breach of the covenant of good faith and fair dealing, or any other claims (“Dispute”), the
Parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the Parties.
The Parties shall share the costs of the mediator equally. Each Party shall cooperate fully and fairly with the mediator to reach a mutually
satisfactory compromise of the Dispute. If the Dispute is not resolved within thirty (30) days after it is referred to the mediator,
it shall be resolved through final and binding arbitration. Binding arbitration shall be conducted by the Judicial Arbitration and Mediation
Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both Parties.
If the Parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one Party to the
other Party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration. The arbitration shall be conducted
pursuant to the California Code of Civil Procedure and the California Code of Evidence. The award of such arbitrator shall be final and
binding on the Parties. The arbitration award may be entered as a judgment and enforced by any court of competent jurisdiction.

 

12.           
Injunctive Relief. Notwithstanding the Dispute Resolution procedures described in Section 11, if a Party believes in good
faith that damages may be an inadequate remedy in the event of a breach or threatened breach by the Party, and that any such breach or
threatened breach may cause irreparable injury and damage, such Party shall be entitled to seek injunctive relief in any court of competent
jurisdiction. To the maximum extent allowable by law, such court shall grant solely such injunctive relief as is necessary to maintain
the status quo and shall direct the Parties to resolve all other aspects of the Dispute through the Dispute Resolution mechanism described
in Section 11. If the court determines that the Party seeking injunctive relief did not have a good faith basis to seek injunctive relief,
it shall award the other Party attorney fees in accordance with Section 13.

 

13.           
Attorney Fees. In connection with any Dispute Resolution (including Injunctive Relief or for entry or enforcement of any
judgment of an arbitration award), the prevailing Party shall be entitled to recover from the non-prevailing party its reasonable attorney
fees, fees of expert witnesses, filing and administrative fees, arbitrator fees, and other out-of-pocket costs (collectively “Dispute
Fees”) that Party has incurred in connection with the Dispute, all in such amounts as are determined to be reasonable by the arbitrator
or court awarding Dispute Fees. In determining which is the prevailing Party, the arbitrator or court shall compare the relief sought
to the relief obtained by each Party, and for this limited purpose may consider any settlement offers made and rejected by each Party.
In determining the reasonableness of Dispute Fees to be awarded, the arbitrator or court may consider the corresponding Dispute Fees
incurred by the other Party.

 

14.           
Notices. All notices, requests and demands to or upon a Party shall be in writing and shall be sent: (i) certified or registered
mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by electronic facsimile
or email, with confirmation of receipt. All notices shall be to the physical or email addresses set forth below the Parties’ signatures
at the end this Agreement. Either Party may, from time to time, change such address by giving the other Party notice of such change in
accordance with this Section.

 

15.           
Partial Invalidity. If a provision of this Agreement is determined to be invalid under any applicable law, such invalidity
shall not affect any other provision of this Agreement that can be given effect without the invalid provision.

 

 

 

 

16.           
No Waiver. Any failure by either Party to require the other Party’s strict performance of any provision of this Agreement
shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

 

17.           
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and
permitted assigns. No other party shall be a third-party beneficiary to, or otherwise acquire or have any rights under this Agreement.

 

18.           
Integration; Interpretation; Amendment. This Agreement constitutes the entire agreement between the Parties relating to
the matters discussed herein and supersedes all prior oral or written communications, understandings and agreements between the Parties
hereto. Each Party has participated in the negotiation of the terms of this Agreement and has had an opportunity to consult with attorneys
of its choosing, such that the Agreement shall not be interpreted strictly in favor of or against either Party. The Recitals of this
Agreement constitute substantive provisions. This Agreement may be amended or modified only in a writing signed by both Parties.

 

19.           
Counterparts. This Agreement may be executed by facsimile and in counterpart copies. This Agreement becomes effective when
both Parties have signed and delivered a signed counterpart to the other Party.

 

 

NOBLE VICI GROUP, INC.   ACCELL TECHNOLOGIES, INC.
     
     
By /s/ Eldee Tang                 By /s/ George Alvarez              
Eldee Tang, its Director   George Alvarez, its Director
     
Address for Notice:   Address for Notice:
45 Ubi Crescent   1494 Union Street, Suite 1002
Singapore 408590   San Diego, CA 92101
Email: eldee.tang@noblevici.com   Email: galvar@axyum.net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit
1

 

1) Online Deals – V-MORE Ecommerce
i) An eCommerce
aggregating platform that consolidates and links to an ever-growing list of leading eCommerce
sites, driving traffic, users and sales to them.
· V-MORE
earns a percentage of the successful sales and transactions driven to these different eCommerce
sites.

 

ii) Facilitates
small and medium-sized businesses such as eateries and shops in their digitalization, increase
their reach, visibility and sales through targeted promotions and e-voucher sales on V- MORE.
· V-MORE
charges only a 10% fee on successful e-voucher sales.

 

2) Cloud – AIM System (Advertising
Incentive Marketing)
i) Allow eCommerce
sites and e-voucher providers to advertise and promote their offers on the platform through
trackable referral links.
     
  ii) Referrers earn a percentage (rebate points) from
their referees’ purchases of e-vouchers perpetually.
· Users
are motivated and incentivized to promote and share the benefits of utilizing the V-MORE
platform or purchase specific V-MORE featured products or services more effectively than
merely relying on word-of-mouth.

 

3) Offline Deals – IoT-Enabled Reward
AdTech
i) V-MORE online
advertising features can also be mirrored onto out-of-home (OOH) advertising digital panels
at bus stops or other high traffic public areas.
     
  ii) Advertiser and promoter can also put up advertising
and promotion on these OOH digital panels to drive proximity-based sales or increase visibility and footfall
to nearby retailers.

 

iii) Nearby retailers
and eateries promotions will be uploaded as e-vouchers, allowing more users to access to
more deals and help in reducing their cost of living.

 

iv) More users can be acquired through
this method.

 

4) Fulfillment – Delivery Services
  i) last-mile delivery tracking systems.
     
  ii) Applicable for purchases made on V-MORE:
· Users
– Convenience and safe
· Riders
and deliverymen – Job creation benefitting the unemployed or low-income earners

 

iii) Riders and
deliverymen may supplement their income with recurring referral fees when they sign up businesses
to advertise on V-MORE.

 

 

 

 

Exhibit 10.16

 

 

 

 

 

 

DATED 25 JUNE
2021

 

 

 

BETWEEN

 

 

NOBLE VICI PTE. LTD.

 

 

AND

 

 

GREAT SOLUTIONS PTE.
LTD.

 

 

 

 

 

 

 

 

AUTHORIZED DISTRIBUTOR AGREEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This AUTHORIZED DISTRIBUTOR AGREEMENT (the “Agreement”)
is made on 25 June 2021 (the“Effective Date”) between:

 

a. NOBLE VICI PTE. LTD. (Company Registration No.:
2018082228E), a wholly-owned Singapore subsidiary of NOBLE VICI GROUP, INC. and company incorporated in Singapore and having its registered
address at having its registered address at 45 Ubi Crescent Singapore 408590;and

 

b. GREATSOLUTIONS PTE. LTD. (Company Registration
No: 201203793H), a company incorporated in Singapore and having its registered address at 8 Loyang Way 4 Singapore 507604 (“Party
B”),

 

(each a “Party” and collectively the “Parties”).

 

WHEREAS:

 

A. Noble Vici Pte Ltd and/or its Affiliates (“NVPL”)
own, operate, sell and market the biodegradable waste recycling system and the technical requirement as
set out in Schedule 1 (the “Machines”), to the general public, corporations and/or government, for the implementation
of biodegradable waste recycling technology in Singapore (the “Business”).

 

B. NVPL now intend to sell the Machines, supply the Biotechnology Solutions (as defined
hereinafter) and grant the exclusive right and/or licence to use certain NVPL’s software and intellectual property in the Machines solely
for the purpose of operating and expanding the Business in Singapore to Party B.

 

C. Party B is a license cleaning company that provide kitchen cleaning services to
eateries, food courts, food centres, restaurants, hospitals in Singapore. In accordance with the mandatory requirement set by Singapore’s
National Environmental Agency to promote zero waste (see Appendix 1), Party B is willing to purchase and lease the Machines to its customers
for a 5- year concession/contract as set out in Schedule 2.

 

D. Party B will purchase, operate and lease the Machines in accordance with the terms
and conditions set out in this Agreement and commit to the revenue and repayment as set out in Schedule 3.

 

NOW IT IS HEREBY AGREED BETWEEN THE PARTIES as follows:

 

 

In this Agreement, unless the context
requires otherwise:

 

Affiliate
means with respect to any specified person, any other person that directly, or indirectly, through one or more intermediaries, Controls,
is Controlled by, or is under direct or indirect common Control with, such specified person.

 

Business
Day
means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks in Singapore are open for normal
banking business.

 

Control
(including, with its correlative meanings, the terms “Controlled by” and “under common Control with”), with respect
to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee or executor, of the
power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, or
as trustee or executor, or by contract or otherwise, including, for the avoidance of doubt, through the possession of high vote, high
quorum or similar contractual veto rights; provided, that in any event: (i) the direct or indirect ownership by any person of more than
50% of the outstanding capital stock or equity interest, or (ii) having ordinary voting power to elect more than 50% of the board of directors
or other governing body of a corporation or any other person, will be deemed control of such corporation or other person.

 

 

 

 

Intellectual
Property
means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, domain names
and all similar rights and, in each case:

 

(a) whether registered or not;

 

(b) including any applications to protect or register such rights;

 

(c) including all renewals and extensions of such rights or applications;

 

(d) whether vested, contingent or future;

 

(e) to which NVPL and/or its Affiliates are or may be entitled; and

 

 

Loss(es)
means all liabilities, losses (including consequential, special or indirect damages, economic loss, loss of profits or opportunities),
costs (on a full indemnity basis), expenses (including any legal expenses on a full indemnity basis) and damages arising directly or indirectly
from or in relation with this Agreement, including any liability for taxes (including value-added taxes) in respect of any of the foregoing.

 

Biotechnology
Solutions
means the Biotech Products solely supplied by NVPL and/or any of its Affiliates and used in the Machines to convert biodegradable
waste to organic fertilizer or animal feed.

 

Software
means the software installed in the Machines provided by NVPL and/or any of its Affiliates for the Business.

 

USD
or $ means United States Dollars, which is
the lawful currency of the United States of America.

 

2. Purchase and Operation of Machines

 

2.1. Party B shall deploy and undertake to purchase 100 units of the Machines in accordance
with the following pricing table:

 

Machine Capacity Recommended Retail Price per unit Cost Price to Party B per unit purchased Party B’s margin per unit
1,000kg USDXXXXX USDXXXXX USDXXXXX
2,000kg USDXXXXX USDXXXXX USDXXXXX
10,000Kg USDXXXXX USDXXXXX USDXXXXX

Other capacities of the Machines may be purchased
by Party B based on site requirements and conditions. The purchase price of such Machines shall be quoted according to capacity.

 

2.2. Subject to the terms and conditions of this Agreement, during the continuance of the Agreement,
Party B shall purchase a minimum quantity of 10,000 kg per order of Biotech Products from NVPL every month at USD 4.00 per kg.

 

 

 

 

2.3. Subject to the terms and conditions of the Agreement, NVPL shall grant to Party
B, during the continuance of this Agreement, the exclusive right and/or licence to use the Software and NVPL’s Intellectual Property in
the Machines solely for the purpose of operating and expanding the Business in territory of Singapore only (the “Licence”).

 

2.4. Party B shall be the legal owner of the Machines sold to it by NVPL and the compost
that is produced upon treatment of the organic waste by the Machines using the Biotech Products.

 

2.5. Party B shall have the right to sell
the Machines and/or Biotech Products to end users at a recommended retail price (the “RRP”)
as proposed by NVPL. Party B shall be entitled to a profit margin equivalent to
20% of the RRP of the Machines and/or biotech product (the “Profit Margin”).
As a further incentive for Party B to sell more Machines and Biotech Products, subject
to mutual agreement and upon achieving certain sales volume which shall be mutually agreed
between the Parties, the Profit Margin may be increased to between 30% to 40% of the RRP.

  

2.6. Party B shall have the exclusive rights to distribute the Machines and Biotech
Products in eateries, food courts, food centres, restaurants, education institutions, and commercial buildings within the territory
of Singapore and in accordance with the NEA mandate or directive
. All enquiries to NVPL pertaining to the distribution of the Machines
and Biotech Products in the abovementioned segment within the territory of Singapore shall be forwarded to Party B.

 

3. Payment
     
  3.1 On the Effective Date, in consideration of the Licence granted in accordance with clause 2 above,
Party B shall pay USD One Million Dollars (USDl,000,000.00) as the first-year licensing fee for the Authorized Agency (the“Licensing
Fee”)
into the bank account designated by NVPL.

 

3.1.1. The first sum of USD Five Hundred Thousand Dollars (USD500,000.00) within 30 business
days of signing this agreement.

 

3.1.2. The remaining USD Five Hundred Thousand Dollars (USD500,000.00) within 15 business
days after the first machine is successfully commissioned.

 

3.2. The first year (12 months) initiation of this Agreement will begin upon the first
machine is successfully commissioned in the territory of Singapore.

 

3.3. The purchase price of the Machines and the Biotech Products purchased in accordance
with clause 2 above shall be referred to collectively as the “Purchase Price”.

 

 

4.1. NVPL represents and warrants that:

 

4.1.1. it has taken appropriate advice on and understands its obligations under this Agreement;
and

 

4.1.2. it is not subject to any other obligation which would prevent it from entering into
this Agreement or impede the performance of its obligations hereunder.

 

 

 

 

4.2. Party B represents and warrants that:

 

4.2.1. it has taken appropriate advice on and understands its obligations under this Agreement;

 

4.2.2. it is not subject to any other obligation which would prevent it from entering
into this Agreement or impede the performance of its obligations hereunder; and

 

4.2.3. it will by itself assume the risk of carrying on the Business.

 

4.3. NVPL does not make any warranty or give any representation as to any aspect of
how the Business will perform or the accuracy of any and all financial information provided by NVPL to Party B prior to the Effective
Date.

 

5. Continuing Obligations of Party B

 

5.1. During the continuance of this Agreement, in order to protect the goodwill that
the Business and NVPL’s Intellectual Property enjoy with the public, Party B shall:

 

5.1.1. carry on the Business at its sole risk and expense;

 

5.1.2. carry on the Business in accordance with the terms
and conditions set out in this Agreement and in the operating manual of the Machines which may be amended from time to time (the

“Manual”);

 

5.1.3. use NVPL’s Intellectual Property only in relation to the Business and in accordance
with the Manual;

 

5.1.4. acknowledge that any additional goodwill it may generate in NVPL’s Intellectual
Property will belong to NVPL and/or its Affiliates;

 

5.1.5. maintain communication links with NVPL as set out in the Manual; and

 

5.1.6. at its own expense, obtain and maintain with an insurance company adequate comprehensive
insurance for the Business in respect of negligence, public liability, property damage, fire and theft, and such other insurable risks
as may be required by NVPL.

 

6. Restrictions on Party B

 

6.1. In order to protect NVPL’s Intellectual Property rights and maintain the common
identity and reputation of the Business, Party B hereby agrees not to:

 

6.1.1. directly and/or indirectly conduct any business similar to or related to the Business,
whether individually or jointly with other parties;

 

6.1.2. sell, assign, transfer, charge or sub-license the Software and the Intellectual
Property nor any part thereof without the prior consent of NVPL in accordance with the other terms of this Agreement;

 

6.1.3. take or authorise any action whereby NVPL’s Intellectual Property might be jeopardised
or invalidated;

 

 

 

 

6.1.4. conduct the Business in a way, or do anything or allow anything to be done, which
brings or may bring the Business into disrepute or adversely affect either;

 

6.1.5. deal or purport to deal with NVPL’s Intellectual Property other than under this Agreement
and in particular, not pledge them as security;

 

6.1.6. hold itself out as the NVPL’s agent or pledge its credit; and

 

6.1.7. modify the Software in any way.

 

7. Relationship of Parties

 

7.1. The relationship established between NVPL and Party B shall be that of a licensor
and licensee and not principal and agent, partners, or employer and employee.

 

7.2. No Party shall present itself as the representative or agent of the other Party
for any business, legal or any other reason, nor shall it have the power of authority to legally bind the other Party, unless it receives
the other Party’s prior written consent.

 

7.3. Each Party shall exercise its powers and perform its duties, functions and obligations
under this Agreement or any other future agreement with all reasonable professional care and diligence, in good faith, with fairness,
honesty and efficiency and in accordance with all applicable laws.

 

7.4. Each Party shall endeavour to provide the other Party with appropriate co-operation
and support for this Agreement, which may be reasonably required or requested by the other Party from time to time for the Business.

 

8. Costs
     
  8.1 Save
for as otherwise specified in this Agreement, each Party shall be responsible for its own costs incurred in the performance of its duties
and/or obligations under this Agreement.

 

9. Commencement and Termination

 

9.1. This Agreement shall take effect on the Effective Date and shall continue in full
force and effect until terminated in accordance with this clause 9.

 

9.2. Without affecting any other right or remedy available to it, any Party (the “Non-defaulting
Party”)
may terminate this Agreement with immediate effect by giving written notice to other Party if the other Party (the “Defaulting
Party”):

 

9.2.1. fails to fully settle the Purchase Price within fourteen (14) Business Days from
the Effective Date;

 

9.2.2. commits a material breach of any term of this Agreement and such breach is irremediable
or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do
so;

 

9.2.3. repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably
justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

 

 

 

 

9.2.4. goes into liquidation or insolvency (or any analogous procedure), whether compulsory
or voluntary;

 

9.2.5. has an administrator or receiver or receiver and manager or judicial manager or
similar officer appointed over any part of its assets;

 

9.2.6. becomes insolvent or is unable to pay its debts or admits in writing its inability
to pay its debts as they fall due or enters into any composition or arrangement with its creditors or makes a general assignment for the
benefit of its creditors;

 

9.2.7. ceases or threatens to cease to carry on the whole or any substantial part of
its business other than in the course of reconstruction or amalgamation;

 

9.2.8. sells, transfers, leases or otherwise disposes of the whole or substantially the
whole of its assets, rights and undertaking either pursuant to a court order for compulsory acquisition or otherwise; or

 

9.2.9. suffers any distress, execution, sequestration or other process being levied or
enforced upon its property, pursuant to a lawsuit or otherwise, which is not discharged within fourteen (14) days.

 

9.3. In the event that this Agreement is terminated pursuant to clause 9.2 above, in
addition to and without affecting any other right or remedy available to the Non-defaulting Party, the Defaulting Party shall be required
to reimburse to the Non-defaulting Party on demand all costs and expenses incurred by the Non-defaulting Party in connection with the
negotiation, preparation, execution and/or termination of this Agreement.

 

9.4. Without affecting any other right or remedy available to it, either Party may
terminate this Agreement at any time upon giving a sixty (60) days’ written notice to the other Party.

 

9.5. The termination of this Agreement shall not affect any rights, remedies, obligations
or liabilities of the Parties that have accrued up to the date of termination.

 

9.6. For avoidance of doubt, the provisions of this clause 9 shall survive any termination
of this Agreement.

 

 

10.1. Each Party may or will provide the other Party with information that is not publicly
known and that is confidential or proprietary in nature and shall include technical and financial information. Such information and any
other information concerning the disclosing Party’s business affairs, or any negotiations taking place concerning this Agreement and the
status of those discussions and negotiations, furnished to the receiving Party by the disclosing Party, whether in writing, orally or
by any other means, are herein collectively referred to as the “Confidential Information”.

 

10.2. The Confidential Information shall be kept strictly confidential and shall not
without the prior written consent of the disclosing Party be disclosed, revealed or permitted to be disclosed or revealed in whole or
in part to any person other than the receiving Party and its directors, officers, employees, advisors and representatives to whom it is
necessary to reveal the Confidential Information for the purpose of this Agreement, provided such persons are bound by confidentiality
obligations substantially similar to the ones contained in this Agreement. The receiving Party shall use its best endeavours to prevent
disclosure of the Confidential Information and the fact that it has been disclosed to the disclosing Party.

 

10.3. The Confidential Information shall not be used for any purpose other than to identify,
evaluate, develop, fund, commercialise and advise on matters contemplated by this Agreement.

 

 

 

 

10.4. Any intellectual property provided by a Party shall remain the property of the disclosing Party.
     
  10.5 Any intellectual property produced jointly as a result of this Agreement shall remain the property of the Parties and cannot be disclosed
or assigned without the express written consent of the Parties.

 

10.6. The foregoing obligations of confidentiality contained
in this clause shall also apply and extend to any directors, officers, employees, agents, professional advisors, Partners and third party
agents of each Party (together the
“Related Persons”), and each Party shall be obliged
to ensure their Related Persons’ compliance with this clause. Each Party shall have recourse directly to the other Party in respect of
any breach of confidentiality or compliance with this Agreement by the other Party’s Related Persons.

 

10.7. The foregoing obligations of confidentiality contained in this clause shall be
continuing obligations and shall continue in full force and effect. Notwithstanding clause 10.1 to 10.6 above,
the obligations of confidentiality hereof shall not apply to the following information which:

 

10.7.1. was lawfully in possession of the receiving Party prior to the execution of this
Agreement;

 

10.7.2. was already publicly known at the time of disclosure;

 

10.7.3. becomes publicly known other than by reason of breach of the undertakings contained
in this Agreement;

 

10.7.4. is properly received by the receiving Party from a third party who is, insofar
as is known to the receiving Party after reasonable inquiry, rightfully in possession of it and is not bound by any obligation of confidence
or secrecy to the disclosing Party;

 

10.7.5. is required to be disclosed by any law, governmental authority or agency, by the
regulations of, or at the request of, any regulatory or supervisory authority having jurisdiction over the receiving Party, or by an order
of any court of competent jurisdiction, provided that the receiving Party will notify the disclosing Party of such a disclosure requirement
to the extent this is permitted under applicable law; or

 

10.7.6. is disclosed with the prior written consent of the disclosing Party.

 

10.8. For avoidance of doubt, the provisions of this clause 10 shall survive any termination
of this Agreement.

 

11. Limitation of Liability and Indemnity

 

11.1. The limitations and exclusions set out in this clause 11 are accepted by the Parties
to be fair and reasonable.

 

11.2. The Parties agree that the maximum liability of one Party to another Party for
Losses will not exceed USD Five Hundred Thousand (USD500,000.00) except in the event of gross negligence, fraud or misconduct of a Party,
in which case there shall be no limitation of liability and indemnities whatsoever.

 

11.3. For avoidance of doubt, the provisions of this clause 11 shall survive any termination
of this Agreement.

 

 

 

 

 

12.1. All notices and communications to either Party under this Agreement shall be made
in writing and may be given to the other Party at such other address as such Party may have notified the other Party.

 

12.2. Any such notice or communication shall be deemed to have been served:

 

12.2.1. if sent by email, on confirmation of receipt from the recipient or 24 hours from
delivery if sent to the correct email address and no notice of delivery failure is received;

 

12.2.2. if delivered by hand or by courier, at the time of delivery;

 

12.2.3. if delivered by courier, upon recipient of notice of successful delivery from
the relevant courier company, or at the expiration of three (3) Business Days after the mail has been received by the relevant courier
company for delivery, whichever is earlier; and

 

12.2.4. if posted by prepaid registered mail, upon the delivery of the mail to the recipient’s
address or at the expiration of three (3) Business Days after the date on which the mail was registered at the post office, whichever
is earlier.

 

In proving
such service, it shall be sufficient to prove that delivery by hand was made or that the envelope or package containing such notice or
document was properly addressed and posted as a prepaid registered mail or was properly addressed and handed over to the relevant courier
company, as the case may be.

 

13. Governing Law and Disputes Resolution

 

13.1. This Agreement shall be governed by, and construed in accordance with, the laws
of the Republic of Singapore.

 

13.2. The Parties shall use all reasonable efforts to
resolve any dispute, including any question regarding its existence, validity or termination, arising out of or in connection with this
Agreement (the
“Dispute”) amicably. In the event that amicable resolution of the
Dispute cannot be reached within fourteen (14) days (or such longer period as the Parties may agree in writing) of such Dispute arising,
the Parties irrevocably agree to submit the dispute to the Singapore Mediation Centre (the “SMC”) for resolution in accordance
with the mediation procedure for the time being in force. The Parties agree to participate in mediation in good faith and undertake to
abide by the terms of any settlement reached. Notwithstanding anything in this Agreement, in the event of any dispute, controversy or
claim arising out of or relating to this Agreement, no Party shall proceed to any form of dispute resolution unless the Parties have made
reasonable efforts to resolve the same through mediation in accordance with the mediation procedure of the SMC for the time being in force.
A Party who receives a notice for mediation from the other Party shall consent and participate in the mediation process or shall be deemed
to be in breach of contract.

 

13.3. If Parties still fail to reach an agreement with mediation, the dispute shall be
finally resolved by arbitration in Singapore, in accordance with the domestic arbitration rules of the Singapore International Arbitration
Centre (the “SIAC”) for the time being in force. The tribunal shall consist of one arbitrator to be appointed by the chairman of
the SIAC. The language of the arbitration shall be English.

  

13.4. For avoidance of doubt, the provisions of this clause 13 shall survive any termination
of this Agreement.

 

 

 

 

 

14.1. This Agreement contains the entire agreement between the Parties and neither Party
shall be bound by any undertaking, representation or warranty not recorded herein or added hereto as provided herein.

 

14.2. Any amendment, modification, alteration or variation of this Agreement, including
this provision itself, is not effective unless it is in writing and signed by all Parties.

 

14.3. This Agreement shall be for the benefit of each of the Parties and may not be
assigned and/or novated in whole or in part by any Party without the prior written consent of the other Party. Nothing in this Agreement
is intended to give any person who is not a Party to it any legal or equitable right, remedy of claim whatsoever to enforce any provision
of this Agreement.

 

14.4. A person or entity who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement.

 

14.5. Waiver of any right, power, authority, discretion or remedy arising from a breach
of this Agreement must be in writing and signed by the Party granting the waiver. No failure on the part of any Party to exercise, and
no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or
partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The
rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

 

14.6. The illegality, invalidity or unenforceability of any provision of this Agreement
under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor
the legality, validity or enforceability of any other provision.

 

14.7. This Agreement may be executed in counterparts. Each counterpart is an original,
all of which taken together and when delivered to the Parties shall constitute one and the same instrument.

 

14.8. For avoidance of doubt, the provisions of this clause 14 shall survive any termination
of this Agreement.

 

 

  

 

 

 

 

 

 

 

APPENDIX 1

 

MANDATORY REQUIREMENT
TO TREAT FOOD WASTE WITHIN PREMISES

 

 

4

IN WITNESS WHEREOF
this
Agreement has been entered
into on the day and
year above written.

 

EXECUTED ON BEHALF OF NOBLE
VICI
PTE. LTD.:

 

 

 

/s/ Eldee Tang                                      
Name: Eldee Tang  
Designation: Director  
   
   
In the presence of:  
   
   
   
/s/ Maung This Ha                                 
Name: Maung Thi Ha  
Identification No.: XXXXXXXXX  
Address:  

 

 

 

 

EXECUTED ON BEHALF OF PARTY B:

 

 

 

 

/s/ Joseph
Ang                                      
Name: Joseph Ang  
Designation: Director  
   
   
In the presence of:  
   
   
   
/s/ Jeffrey
Ang                                       
 
Name: Jeffrey Ang  
Identification No.: XXXXXXXXX  
Address:  

 

 

Exhibit 21

 

LIST OF SUBSIDIARIES

 

Company Name Place/Date of Incorporation Issued Capital Principal Activities
Noble Vici Private Limited Republic of Singapore 1,000,000 shares at S$0.20 per share and 1 share at S$1 per share Holding Company
NIApplications
Private Limited
Republic of Singapore 1 share at S$1.00 per share Management/Development of software for interactive digital media and software consultancy
The Digital Agency Private Limited Republic of Singapore 100 shares at S$0.01 per share Business and management consultancy services
Noble Digital Apps Sendirian Berhad Federation of Malaysia 1,000 shares at RM1 per share

Digital apps and big data business

VMore
System Private Limited
Republic of Singapore 10,000 shares at S$1.00 per share Hardware retailing and marketing
VenVici Limited Republic of Seychelles 50,000 shares at US$1.00 per share Business and management consultancy services on e-commerce service
Ventrepreneur (SG) Private Limited Republic of Singapore 10,000 shares at S$1 per share Online retailing
Ventrepreneur (SG) Pte Ltd, Taiwan Branch Taiwan Branch N/A Customer service for ecommerce and merchants servicing
UB45 Private Limited Republic of Singapore 10,000 shares at S$1 per share Investment holding
VMore Holding Limited New Zealand 1,000,000 shares at NZ$0.01 per share

Investment holding

VMore Merchants Private Limited Republic of Singapore 1,000 shares at S$1 per share Merchants onboarding
AIM System Private Limited Republic of Singapore 1,000 shares at S$1 per share Affiliate System Provider

Exhibit 31.1

 

NOBLE VICI GROUP
INC.
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A)
OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Eldee Tang, certify
that:

 

1.
I have reviewed this Form 10-K of Noble Vici Group, Inc.

 

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the year covered by this report;

 

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the year presented
in this report;

 

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

 

(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the year in which this report is being prepared;

 

(b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on
such evaluation; and

 

(d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

 

  By: /s/ Eldee Tang
Date: July 13, 2021

Name:

Title:

Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Exhibit 32.1

 

NOBLE VICI GROUP, INC.

CERTIFICATION OF THE PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual
Report of Noble Vici Group, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2021, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Eldee Tang, Chief Executive Officer and Interim Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act
of 2002, that:

 

(1) The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  By: /s/ Eldee Tang
Date: July 13, 2021

Name:

Title:

Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

 

Leave a Reply

Your email address will not be published. Required fields are marked *