Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Noble Vici Group, Inc. | |
Entity Central Index Key | 1,500,122 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 153,386,019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 257,527 | $ 1,536,980 |
Deposits, prepayment and other receivable | 303,741 | 320,879 |
Purchase deposits | 1,403,335 | 1,463,151 |
Amounts due from related companies | 140,631 | 0 |
Amount due from a third party | 219,518 | 228,875 |
Total current assets | 2,324,752 | 3,549,885 |
Non-current assets | ||
Intangible assets, net | 825,314 | 696,479 |
Property, plant and equipment, net | 208,075 | 250,736 |
Earnest deposits | 1,082,883 | 0 |
Goodwill | 2,038,131 | 0 |
Total assets | 6,479,155 | 4,497,100 |
Current liabilities: | ||
Account payables | 16,044 | 417,811 |
Commission liabilities | 612,429 | 428,158 |
Deferred revenue | 4,862,266 | 3,962,773 |
Accrued liabilities and other payables | 588,398 | 361,586 |
Amount due to a director | 99,667 | 69,069 |
Amouts due to related parties | 280,317 | 0 |
Income tax payable | 12,589 | 335,546 |
Current portion of obligations under finance leases | 27,745 | 84,345 |
Total current liabilities | 6,499,455 | 5,659,288 |
Long-term liabilties | ||
Obligations under finance leases | 598 | 1,466 |
Total liabilities | 6,500,053 | 5,660,754 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, 3,000,000,000 authorized common shares of $0.0001 par value, 143,683,161 and 140,000,000 shares issued and outstanding as of September 30, 2018 and March 31, 2018, respectively | 14,368 | 14,000 |
Additional paid in capital | 2,192,624 | 0 |
Accumulated other comprehensive income (loss) | 13,446 | (46,440) |
Accumulated losses | (2,252,208) | (1,131,214) |
Tota NVGI stockholders' deficit | (31,770) | (1,163,654) |
Non-controlling interest | 10,872 | 0 |
Total deficit | (20,898) | (1,163,654) |
Total Liabilities and Stockholders' Deficit | $ 6,479,155 | $ 4,497,100 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 143,683,161 | 140,000,000 |
Common stock, shares outstanding | 143,683,161 | 140,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 364,352 | $ 373,436 | $ 963,497 | $ 587,096 |
Cost of revenue | (321,341) | (201,718) | (417,803) | (350,391) |
Gross profit | 43,011 | 171,718 | 545,694 | 236,705 |
Operating expenses: | ||||
Sales and marketing | 53,131 | 121,364 | 242,146 | 248,687 |
General and administrative | 562,546 | 281,377 | 1,117,042 | 569,982 |
Total operating expenses | 615,677 | 402,741 | 1,359,188 | 818,669 |
LOSS FROM OPERATIONS | (572,662) | (231,023) | (813,494) | (581,964) |
Other (expense) income: | ||||
Interest expense | (1,011) | (72) | (1,699) | (142) |
Government subsidy income | (14) | 12,600 | 1,053 | 15,432 |
Sundry income | 11,994 | 25 | 12,380 | 579 |
Total other income | 10,969 | 12,553 | 11,734 | 15,869 |
LOSS BEFORE INCOME TAXES | (561,697) | (218,470) | (801,760) | (566,095) |
Income tax expense | 0 | 0 | 0 | 0 |
NET LOSS | (561,697) | (218,470) | (801,760) | (566,095) |
Other comprehensive income - Foreign currency translation loss | 17,176 | 70,249 | 59,886 | 46,997 |
COMPREHENSIVE LOSS | $ (544,521) | $ (148,221) | $ (741,874) | $ (519,098) |
Net loss per share - Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - Basic and diluted | 142,818,378 | 140,000,000 | 14,274,194 | 140,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss before income tax | $ (801,760) | $ (566,095) |
Adjustments for: | ||
Amortization of intangible assets | 25,926 | 0 |
Depreciation of property, plant and equipment | 62,933 | 28,952 |
Changes in operating assets and liabilities: | ||
Deposits, prepayment and other receivable | (1,091,592) | 6,783 |
Amounts due from related companies | (142,290) | (28,008) |
Account payables | (389,225) | (12,618) |
Accrued liabilities and other payables | 453,738 | 42,200 |
Commission liabilities | (27,849) | (157,814) |
Deferred revenue | 1,074,024 | 0 |
Income tax payable | (312,888) | 409 |
Net cash used in operating activities | (1,148,983) | (686,191) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (30,142) | (39,241) |
Purchase of intangible assets | (185,090) | 0 |
Cash from acquisition of subsidiaries | 37,576 | 0 |
Net cash used in investing activities | (177,656) | (39,241) |
Cash flow from financing activities: | ||
Capital injection | 152,726 | 0 |
Proceeds from (repayment to) a director | 33,816 | (995,729) |
Proceeds from related parties | 0 | 1,569,862 |
Repayment of finance lease | (54,597) | (930) |
Net cash generated from financing activities | 131,945 | 573,203 |
Foreign currency translation adjustment | (84,759) | 6,196 |
Net change in cash and cash equivalents | (1,279,453) | (146,033) |
BEGINNING OF PERIOD | 1,536,980 | 281,275 |
END OF PERIOD | 257,527 | 135,242 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 1,699 | $ 142 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive income (loss) | Accumulated Losses | NVGI stockholders deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Mar. 31, 2017 | 140,000,000 | ||||||
Beginning balance, amount at Mar. 31, 2017 | $ 14,000 | $ 32,956 | $ (1,377,846) | $ (1,330,890) | $ (1,330,890) | ||
Foreign currency translation adjustment | (79,396) | (79,396) | (79,396) | ||||
Net income (loss) | 246,632 | 246,632 | 246,632 | ||||
Ending balance, shares at Mar. 31, 2018 | 140,000,000 | ||||||
Ending balance, amount at Mar. 31, 2018 | $ 14,000 | (46,440) | (1,131,214) | (1,163,654) | (1,163,654) | ||
Shares issued for acquisition of legal acquirer, shares | 2,663,135 | ||||||
Shares issued for acquisition of legal acquirer, amount | $ 266 | (319,234) | (318,968) | (318,968) | |||
Fractional shares from reverse splits | 26 | ||||||
Capital injection | 152,726 | 152,726 | 152,726 | ||||
Shares issued for acquisition of subsidiaries, shares | 1,020,000 | ||||||
Shares issued for acquisition of subsidiaries, amount | $ 102 | 2,039,898 | 2,040,000 | 2,040,000 | |||
Non-controlling interest from acquisition | 10,872 | 10,872 | |||||
Foreign currency translation adjustment | 59,886 | 59,886 | 59,886 | ||||
Net income (loss) | (801,760) | (801,760) | (801,760) | ||||
Ending balance, shares at Sep. 30, 2018 | 143,683,161 | ||||||
Ending balance, amount at Sep. 30, 2018 | $ 14,368 | $ 2,192,624 | $ 13,446 | $ (2,252,208) | $ (31,770) | $ 10,872 | $ (20,898) |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE - 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the consolidated balance sheet as of March 31, 2018 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2019 or for any future period. |
2. Description of Business and
2. Description of Business and Organization | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | NOTE - 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 changed its name to “Gold Union Inc.” Effective March 26, 2018, the Company changed its current name, Noble Vici Group, Inc (“NVGI”). On August 8, 2018, the Company executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Noble Vici Private Limited, a corporation organized under the laws of Singapore (“NVPL”), and Eldee Tang, the sole shareholder, Chief Executive Officer and Director of NVPL. Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of the NVPL, representing 1,000,001 ordinary shares of NVPL, in exchange for 140,000,000 shares of its common stock. The Company consummated the acquisition of NVPL on August 8, 2018. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholder of NVPL. Prior to the acquisition, the Company was considered a shell company due to its nominal assets and limited operations. Upon the acquisition, NVPL comprised the ongoing operations of the combined entity and its senior management served as the senior management of the combined entity. NVPL was deemed to be the accounting acquirer for accounting purposes. The transaction was treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company became the historical financial statements of NVPL, and the Company’s assets, liabilities and results of operations were consolidated with NVPL beginning on the acquisition date. NVPL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (NVPL). Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. The Company is currently engaged in the IoT, Big Data, Blockchain and E-commerce business. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Noble Vici Pte Ltd Republic of Singapore Holding Company S$200,001 100% Noble Infotech Applications Pte Ltd Republic of Singapore Development of software for interactive digital media and software consultancy S$ 1 100% Noble Digital Apps Sendirian Berhad Federation of Malaysia Digital apps and big data business MYR1,000 51% The Digital Agency Pte. Ltd. Republic of Signapore Business and management consultancy services $1 51% Venvici Pte Ltd Republic of Singapore Business and management consultancy services on e-commerce service S$100,000 100% Venvici Ltd Republic of Seychelles Business and management consultancy services on e-commerce service US$50,000 100% Ventrepreneur (SG) Pte Ltd Republic of Singapore Online retailing S$10,000 100% UB45 Pte Limited Republic of Singapore Investment holding S$10,000 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
3. Going Concern
3. Going Concern | 6 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE –3 GOING CONCERN UNCERTAINTIES The accompanying condensed 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. From its inception, the Company has suffered from continuous losses with an accumulated deficit of $2,252,204 as of September 30, 2018 and experienced negative cash flows from operations. The continuation of the Company as a going concern through September 30, 2019 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed 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. |
4. Summary of Significant Accou
4. Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE - 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. · Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). · Basis of consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. · Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. · 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. · Intangible assets Intangible assets represented the acquired game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of 3 years. · Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful lives Leasehold improvements 3 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the three months ended September 30, 2018 and 2017 were $31,653 and $11,540, as part of operating expenses, respectively. Depreciation expense for the six months ended September 30, 2018 and 2017 were $62,933 and $28,952, as part of operating expenses, respectively. · Impairment of long-lived assets In accordance with Accounting Standards Codification ("ASC") Topic 360-10-5, “ Impairment or Disposal of Long-Lived Assets · Revenue recognition Revenue is recognized when it is realized or realizable and earned, in accordance with ASC 605 Revenue Recognition 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 The liability “deferred revenue” represents the products are not collected by the customers, which will be earned as revenues when the collection is completed. · Commission credits The Company maintains a membership program, whereby certain members earn commission credits, based on the sales volume of certain other members who are sponsored directly or indirectly by the member. Commission credits are redeemable on future spending of the products purchased or playing online games. Commission credits are recorded and classified as operating expense when the products are delivered and revenue is recognized. The estimated liability for unredeemed commission credit is included in commission liability on the accompanying balance sheets. Management reviews the adequacy for the accrual for unredeemed commission credits by periodically evaluating the historical redemption and projected trends. · Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. · Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and six months ended September 30, 2018 and 2017. · Finance leases Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest” · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from S$ into US$1 has been made at the following exchange rates for the period ended September 30, 2018 and 2017: September 30, 2018 September 30, 2017 Period-end S$:US$1 exchange rate 1.3666 1.3574 Period average S$:US$1 exchange rate 1.3507 1.3761 · Comprehensive income ASC Topic 220, “ Comprehensive Income · Segment reporting ASC Topic 280, “ Segment Reporting · Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. · Commitments and contingencies The Company follows the ASC 450-20, Commitments 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. · Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. · Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2016-02, Leases Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Financial Reporting Rules In August 2018, the SEC adopted the final rule under SEC Release 33-10532, Disclosure Update and Simplification Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2017, the FASB issued No. ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-04, Liabilities-Extinguishment of Liabilities: Recognition of Breakage for Certain Prepaid Stored Value Products In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business In February 2017, the FASB issued ASU No. 2017-07 , Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, I. Accounting for Certain Financial Instruments With Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
5. Business Combination
5. Business Combination | 6 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination | NOTE -5 BUSINESS COMBINATION On September 17, 2018, the Company acquired 51% controlling interest in The Digital Agency Private Limited, a private limited company organized under the laws of Singapore (“TDA”), and a start-up digital marketing company, at the purchase price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2.00 per share. The purchase price allocation resulted in $1,028,140 of goodwill, as below: Acquired assets: Cash and cash equivalents 2,552 Less: Assumed liabilities Accruals (4,561 ) Amount due to director (6,131 ) Net assets acquired (8,140 ) Goodwill allocated 1,028,140 Share issued for acquisition 1,020,000 Concurrently, on September 17, 2018, the Company acquired 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited company organized under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company, at the purchase price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2.00 per share. The purchase price allocation resulted in $1,008,808 of goodwill, as below: Acquired assets: Cash and cash equivalents 16,551 Amount due from related companies 30,986 Less: Assumed liabilities Accruals (25,571 ) Amount due to director (10,774 ) Net assets acquired 11,192 Goodwill allocated 1,008,808 Share issued for acquisition 1,020,000 The Company’s acquisitions of TDA and NDA were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The impairment test of these goodwills will be reviewed in the next fiscal quarter. |
6. Revenue
6. Revenue | 6 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE -6 REVENUE Six months ended September 30, 2018 2017 Products sales, as principal $ 1,783 $ 386,285 Products sales, as agent (net basis) 700,813 – Other operating revenue 260,901 200,811 $ 963,497 $ 587,096 |
7. Intangible Assets
7. Intangible Assets | 6 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE - 7 INTANGIBLE ASSETS September 30, 2018 March 31, 2018 (Audited) Gaming right and software: Gross carrying value $ 623,267 $ 459,104 Less: accumulated amortization (440,702 ) (432,770 ) Net carrying value 182,565 26,334 Non-amortising portion 642,749 670,145 Intangible assets, net $ 825,314 $ 696,479 Amortization expense for the three months ended September 30, 2018 and 2017 were $14,778 and $0, as part of operating expenses, respectively. Amortization expense for the six months ended September 30, 2018 and 2017 were $25,926 and $0, as part of operating expenses, respectively. The following table outlines the annual amortization expense for the next five years: Years ending September 30: 2019 $ 265,904 2020 259,589 2021 253,275 2022 39,026 2023 7,520 Total $ 825,314 |
8. Earnest Deposit
8. Earnest Deposit | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Earnest Deposit | NOTE -8 EARNEST DEPOSIT The Company has prepaid earnest deposits for the purchase of an office premises in Singapore. The amount is unsecured, interest-free and refundable upon non-completion of the transaction. |
9. Amount Due From A Third Part
9. Amount Due From A Third Party | 6 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Amount Due From A Third Party | NOTE - As of September 30, 2018, the Company made temporary advances of $219,518 to a third party, which is secured by the stocks held and becomes mature on or before December 31, 2018. Interest is charged at the rate of 5% per annum. |
10. Amounts Due To A Director A
10. Amounts Due To A Director And Related Parties | 6 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Amounts Due To A Director And Related Parties | NOTE - As of September 30, 2018, amounts were due to a director of the Company, Mr. TANG Wai Chong Eldee, and related parties controlled by the director of the Company, which were unsecured, interest-free and had no fixed terms of repayment. Imputed interest from related party loan is not significant. |
11. Obligations Under Finance L
11. Obligations Under Finance Leases | 6 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Obligations Under Finance Leases | NOTE - The Company purchased several motor vehicles under finance lease agreements with the effective interest rate ranging from 7.05% to 15.3% per annum, due through December 19, 2019, with principal and interest payable monthly. The obligations under the finance leases are as follows: September 30, 2018 March 31, 2018 (Audited) Finance lease $ 29,975 $ 89,262 Less: interest expense (1,632 ) (3,451 ) Net present value of finance lease $ 28,343 $ 85,811 Current portion $ 27,745 $ 84,345 Non-current portion 598 1,466 Total $ 28,343 $ 85,811 As of September 30, 2018, the maturities of the finance leases for each of the two years are as follows: Years ending September 30: 2019 $ 27,745 2020 598 Total $ 28,343 |
12. Stockholders' Deficit
12. Stockholders' Deficit | 6 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE - 12 STOCKHOLDERS’ DEFICIT During the three months ended September 30, 2018, the Company issued 1,020,000 shares of its common stock to consummate the acquisition of two businesses in Singapore and Malaysia. As of September 30, 2018 and March 31, 2018, the Company had a total of 143,683,161 and 140,000,000 shares of its common stock issued and outstanding, respectively. |
13. Income Tax
13. Income Tax | 6 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE - The Company generated an operating loss for the six months ended September 30, 2018 and 2017 and did not record income tax expense. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows: United States of America NVGI is registered in the State of Delaware and is subject to United States of America tax law. No provision for income taxes have been made as NVGI has generated no taxable income for the periods presented. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the period presented. As of September 30, 2018, the Company incurred $569,078 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $119,506 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Republic of Singapore The Company’s operating subsidiaries are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. The Company’s subsidiary in Republic of Seychelles is also subject to the Singapore corporate income tax regime. The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the six months ended September 30, 2018 and 2017 are as follows: Six months ended September 30, 2018 2017 Loss before income taxes $ (801,760 ) $ (566,095 ) Statutory income tax rate 17% 17% Income tax expense at statutory rate (136,299 ) (96,236 ) Tax effect of non-taxable income 136,299 96,236 Income tax expense $ – $ – |
14. Related Party Transactions
14. Related Party Transactions | 6 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE - From time to time, the stockholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant. Royalty charges and marketing expenses paid to a related company totaled $53,131 and $121,364, for the three months ended September 30, 2018 and 2017. Royalty charges and marketing expenses paid to a related company totaled $242,146 and $248,687, for the six months ended September 30, 2018 and 2017. Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
15. Concentrations of Risk
15. Concentrations of Risk | 6 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | NOTE - The Company is exposed to the following concentrations of risk: (a) Major customers For the three and six months ended September 30, 2018 and 2017, 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: Three months ended September 30, 2018 2017 China $ 252,557 $ – Singapore 110,786 346,880 Other countries in Asia Pacific 1,009 26,556 $ 364,352 $ 373,436 Six months ended September 30, 2018 2017 China $ 700,813 $ – Singapore 260,901 536,227 Other countries in Asia Pacific 1,783 50,869 $ 963,497 $ 587,096 All of the Company’s long-lived assets are located in Singapore. (b) Major vendors For the three and six months ended September 30, 2018, there are no vendors representing more than 10% of the Company’s purchase. For the three and six months ended September 30, 2017, the vendor who accounts for 10% or more of the Company’s purchases and its outstanding balances as at period-end dates, are presented as follows: Three months ended September 30, 2017 September 30, 2017 Vendors Purchases Percentage Accounts Vendor B $ 48,326 24% $ - Vendor D 61,683 31% 9,415 Vendor A 16,441 8% 12,655 Vendor E 11,598 6% – Vendor C 35,935 18% 36,429 Total: $ 173,983 87% Total: $ 58,499 Six months ended September 30, 2017 September 30, 2017 Vendors Purchases Percentage Accounts Vendor B $ 104,945 30% $ - Vendor D 62,410 18% 9,415 Vendor A 55,254 16% 12,655 Vendor E 42,120 12% – Vendor C 35,935 10% 36,429 Total: $ 300,664 86% Total: $ 58,499 Most of the Company’s vendors are located in Singapore. (c) Interest rate risk As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from borrowings under finance 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 September 30, 2018, borrowing under finance lease was at fixed rates. (d) Economic and political risk The Company’s major operations are conducted in Republic of Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations. (e) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
16. Commitments and Contingenci
16. Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE - 16 COMMITMENTS AND CONTINGENCIES (a) Operating lease commitments During the three and six months ended September 30, 2018 and 2017, the Company leased its properties under operating leases. The leases typically commence for a period ranging for 1 to 3 years. None of the leases includes contingent rentals. As of September 30, 2018, the Company has future rental payables under non-cancellable operating leases of $193,853 in the next twelve months. (b) Capital commitment As of September 30, 2018, the Company has no material capital commitments in the next twelve months. |
17. Subsequent Events
17. Subsequent Events | 6 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE – 17 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On September 17, 2018, the Company approved the issuance of up to an aggregate of 9,702,858 shares of its common stock to approximately 460 sales associates for prior sales and marketing services provided to the Company. Subsequantly, the Company issued 9,702,858 shares of its common stocks on October 18, 2018. |
4. Summary of Significant Acc_2
4. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | · Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Basis of consolidation | · Basis of consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Use of estimates and assumptions | · Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Cash and cash equivalents | · 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. |
Intangible assets | · Intangible assets Intangible assets represented the acquired game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of 3 years. |
Property, plant and equipment | · Property, plant and equipment 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 Leasehold improvements 3 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the three months ended September 30, 2018 and 2017 were $31,653 and $11,540, as part of operating expenses, respectively. Depreciation expense for the six months ended September 30, 2018 and 2017 were $62,933 and $28,952, as part of operating expenses, respectively. |
Impairment of long-lived assets | · Impairment of long-lived assets In accordance with Accounting Standards Codification ("ASC") Topic 360-10-5, “ Impairment or Disposal of Long-Lived Assets |
Revenue recognition | · Revenue recognition Revenue is recognized when it is realized or realizable and earned, in accordance with ASC 605 Revenue Recognition 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 The liability “deferred revenue” represents the products are not collected by the customers, which will be earned as revenues when the collection is completed. |
Commission credits | · Commission credits The Company maintains a membership program, whereby certain members earn commission credits, based on the sales volume of certain other members who are sponsored directly or indirectly by the member. Commission credits are redeemable on future spending of the products purchased or playing online games. Commission credits are recorded and classified as operating expense when the products are delivered and revenue is recognized. The estimated liability for unredeemed commission credit is included in commission liability on the accompanying balance sheets. Management reviews the adequacy for the accrual for unredeemed commission credits by periodically evaluating the historical redemption and projected trends. |
Income taxes | · Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain tax positions | · Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and six months ended September 30, 2018 and 2017. |
Finance leases | · Finance leases Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest” |
Foreign currencies translation | · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from S$ into US$1 has been made at the following exchange rates for the period ended September 30, 2018 and 2017: September 30, 2018 September 30, 2017 Period-end S$:US$1 exchange rate 1.3666 1.3574 Period average S$:US$1 exchange rate 1.3507 1.3761 |
Comprehensive income | · Comprehensive income ASC Topic 220, “ Comprehensive Income |
Segment reporting | · Segment reporting ASC Topic 280, “ Segment Reporting |
Related parties | · Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | · Commitments and contingencies The Company follows the ASC 450-20, Commitments 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. |
Fair value of financial instruments | · Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | · Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2016-02, Leases Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Financial Reporting Rules In August 2018, the SEC adopted the final rule under SEC Release 33-10532, Disclosure Update and Simplification Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2017, the FASB issued No. ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-04, Liabilities-Extinguishment of Liabilities: Recognition of Breakage for Certain Prepaid Stored Value Products In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business In February 2017, the FASB issued ASU No. 2017-07 , Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, I. Accounting for Certain Financial Instruments With Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
2. Description of Business an_2
2. Description of Business and Organization (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiaries | Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Noble Vici Pte Ltd Republic of Singapore Holding Company S$200,001 100% Noble Infotech Applications Pte Ltd Republic of Singapore Development of software for interactive digital media and software consultancy S$ 1 100% Noble Digital Apps Sendirian Berhad Federation of Malaysia Digital apps and big data business MYR1,000 51% The Digital Agency Pte. Ltd. Republic of Signapore Business and management consultancy services $1 51% Venvici Pte Ltd Republic of Singapore Business and management consultancy services on e-commerce service S$100,000 100% Venvici Ltd Republic of Seychelles Business and management consultancy services on e-commerce service US$50,000 100% Ventrepreneur (SG) Pte Ltd Republic of Singapore Online retailing S$10,000 100% UB45 Pte Limited Republic of Singapore Investment holding S$10,000 100% |
4. Summary of Significant Acc_3
4. Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Expected useful lives | Expected useful lives Leasehold improvements 3 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2 years |
Schedule of exchange rates | September 30, 2018 September 30, 2017 Period-end S$:US$1 exchange rate 1.3666 1.3574 Period average S$:US$1 exchange rate 1.3507 1.3761 |
5. Business Combination (Tables
5. Business Combination (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
TDA [Member] | |
Purchase price allocation | The purchase price allocation resulted in $1,028,140 of goodwill, as below: Acquired assets: Cash and cash equivalents 2,552 Less: Assumed liabilities Accruals (4,561 ) Amount due to director (6,131 ) Net assets acquired (8,140 ) Goodwill allocated 1,028,140 Share issued for acquisition 1,020,000 |
NDA [Member] | |
Purchase price allocation | The purchase price allocation resulted in $1,008,808 of goodwill, as below: Acquired assets: Cash and cash equivalents 16,551 Amount due from related companies 30,986 Less: Assumed liabilities Accruals (25,571 ) Amount due to director (10,774 ) Net assets acquired 11,192 Goodwill allocated 1,008,808 Share issued for acquisition 1,020,000 |
6. Revenue (Tables)
6. Revenue (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue breakdown | Six months ended September 30, 2018 2017 Products sales, as principal $ 1,783 $ 386,285 Products sales, as agent (net basis) 700,813 – Other operating revenue 260,901 200,811 $ 963,497 $ 587,096 |
7. Intangible Assets (Tables)
7. Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, 2018 March 31, 2018 (Audited) Gaming right and software: Gross carrying value $ 623,267 $ 459,104 Less: accumulated amortization (440,702 ) (432,770 ) Net carrying value 182,565 26,334 Non-amortising portion 642,749 670,145 Intangible assets, net $ 825,314 $ 696,479 |
Annual amortization expense | Years ending September 30: 2019 $ 265,904 2020 259,589 2021 253,275 2022 39,026 2023 7,520 Total $ 825,314 |
11. Obligations Under Finance_2
11. Obligations Under Finance Leases (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Obligations under finance lease | September 30, 2018 March 31, 2018 (Audited) Finance lease $ 29,975 $ 89,262 Less: interest expense (1,632 ) (3,451 ) Net present value of finance lease $ 28,343 $ 85,811 Current portion $ 27,745 $ 84,345 Non-current portion 598 1,466 Total $ 28,343 $ 85,811 |
Future maturities of finance leases | Years ending September 30: 2019 $ 27,745 2020 598 Total $ 28,343 |
13. Income Tax (Tables)
13. Income Tax (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | Six months ended September 30, 2018 2017 Loss before income taxes $ (801,760 ) $ (566,095 ) Statutory income tax rate 17% 17% Income tax expense at statutory rate (136,299 ) (96,236 ) Tax effect of non-taxable income 136,299 96,236 Income tax expense $ – $ – |
15. Concentrations of Risk (Tab
15. Concentrations of Risk (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Geographic distribution of revenues | Three months ended September 30, 2018 2017 China $ 252,557 $ – Singapore 110,786 346,880 Other countries in Asia Pacific 1,009 26,556 $ 364,352 $ 373,436 Six months ended September 30, 2018 2017 China $ 700,813 $ – Singapore 260,901 536,227 Other countries in Asia Pacific 1,783 50,869 $ 963,497 $ 587,096 |
Concentrations of risk | Three months ended September 30, 2017 September 30, 2017 Vendors Purchases Percentage Accounts Vendor B $ 48,326 24% $ - Vendor D 61,683 31% 9,415 Vendor A 16,441 8% 12,655 Vendor E 11,598 6% – Vendor C 35,935 18% 36,429 Total: $ 173,983 87% Total: $ 58,499 Six months ended September 30, 2017 September 30, 2017 Vendors Purchases Percentage Accounts Vendor B $ 104,945 30% $ - Vendor D 62,410 18% 9,415 Vendor A 55,254 16% 12,655 Vendor E 42,120 12% – Vendor C 35,935 10% 36,429 Total: $ 300,664 86% Total: $ 58,499 |
2. Description of Business an_3
2. Description of Business and Organization (Details) | 6 Months Ended |
Sep. 30, 2018 | |
Name of entities | Noble Vici Group, Inc. |
Noble Vici Pte Ltd [Member] | |
Name of entities | Noble Vici Pte Ltd |
Place of incorporation | Republic of Singapore |
Nature of business | Holding Company |
Issued capital | S$200001 |
Effective interest held | 100.00% |
Noble Infotech Applications Pte Ltd [Member] | |
Name of entities | Noble Infotech Applications Pte Ltd |
Place of incorporation | Republic of Singapore |
Nature of business | Development of software for interactive digital media and software consultancy |
Issued capital | S$ 1 |
Effective interest held | 100.00% |
Noble Infotech Applications Pte Ltd [Member] | |
Name of entities | Noble Digital Apps Sendirian Berhad |
Place of incorporation | Federation of Malaysia |
Nature of business | Digital apps and big data business |
Issued capital | MYR1000 |
Effective interest held | 51.00% |
Venvici Pte Ltd [Member] | |
Name of entities | The Digital Agency Pte. Ltd. |
Place of incorporation | Republic of Signapore |
Nature of business | Business and management consultancy services |
Issued capital | $ 1 |
Effective interest held | 51.00% |
Venvici Ltd [Member] | |
Name of entities | Venvici Pte Ltd |
Place of incorporation | Republic of Singapore |
Nature of business | Business and management consultancy services on e-commerce service |
Issued capital | S$100000 |
Effective interest held | 100.00% |
Ventrepreneur (SB) Pte Ltd [Member] | |
Name of entities | Venvici Ltd |
Place of incorporation | Republic of Seychelles |
Nature of business | Business and management consultancy services on e-commerce service |
Issued capital | US$50000 |
Effective interest held | 100.00% |
Ventrepreneur (SB) Pte Ltd [Member] | |
Name of entities | Ventrepreneur (SG) Pte Ltd |
Place of incorporation | Republic of Singapore |
Nature of business | Online retailing |
Issued capital | S$10000 |
Effective interest held | 100.00% |
UB45 Pte Limited [Member] | |
Name of entities | UB45 Pte Limited |
Place of incorporation | Republic of Singapore |
Nature of business | Investment holding |
Issued capital | S$10000 |
Effective interest held | 100.00% |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (2,252,208) | $ (1,131,214) |
4. Summary of Significant Acc_4
4. Summary of Significant Accounting Policies (Details - Useful lives) | 6 Months Ended |
Sep. 30, 2018 | |
Leasehold Improvements [Member] | |
Esimated useful lives | 3 years or lesser than term of lease |
Furniture and Fittings [Member] | |
Esimated useful lives | 3 years |
Office Equipment and Computers [Member] | |
Esimated useful lives | 1-3 years |
Motor Vehicle [Member] | |
Esimated useful lives | 2 years |
4. Summary of Significant Acc_5
4. Summary of Significant Accounting Policies (Details - Translation amounts) - Singapore, Dollars | Sep. 30, 2018 | Sep. 30, 2017 |
Period End [Member] | ||
Foreign Currency Exchange Rate Translation | 1.3666 | 1.3574 |
Period Average [Member] | ||
Foreign Currency Exchange Rate Translation | 1.3507 | 1.3761 |
4. Summary of Significant Acc_6
4. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Impairment loss | $ 0 | $ 0 | ||
Uncertain tax positions | $ 0 | 0 | ||
Depreciation expense | $ 31,653 | $ 11,540 | $ 62,933 | $ 28,952 |
5. Business Combination (Detail
5. Business Combination (Details - Acquisition TDA) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 17, 2018 | Mar. 31, 2018 | |
Less: Assumed liabilities | |||
Goodwill allocated | $ 2,038,131 | $ 0 | |
Stock issued for acquisition, shares | 1,020,000 | ||
TDA [Member] | |||
Acquired assets: | |||
Cash and cash equivalents | $ 2,552 | ||
Less: Assumed liabilities | |||
Accruals | (4,561) | ||
Amount due to director | (6,131) | ||
Net assets acquired | (8,140) | ||
Goodwill allocated | 1,028,140 | ||
Shares issued for acquisition | $ 1,020,000 | ||
Stock issued for acquisition, shares | 510,000 |
5. Business Combination (Deta_2
5. Business Combination (Details - Acquisition NDA) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 17, 2018 | Mar. 31, 2018 | |
Less: Assumed liabilities | |||
Goodwill allocated | $ 2,038,131 | $ 0 | |
Stock issued for acquisition, shares | 1,020,000 | ||
NDA [Member] | |||
Acquired assets: | |||
Cash and cash equivalents | $ 16,551 | ||
Amount due from related companies | 30,986 | ||
Less: Assumed liabilities | |||
Accruals | (25,571) | ||
Amount due to director | (10,774) | ||
Net assets acquired | 11,192 | ||
Goodwill allocated | 1,008,808 | ||
Share issued for acquisition | $ 1,020,000 | ||
Stock issued for acquisition, shares | 510,000 |
6. Revenue (Details)
6. Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 364,352 | $ 373,436 | $ 963,497 | $ 587,096 |
Produce sales, as principal [Member] | ||||
Revenues | 1,783 | 386,285 | ||
Produce sales, as agent [Member] | ||||
Revenues | 700,813 | 0 | ||
Other operating revenue [Member] | ||||
Revenues | $ 260,901 | $ 200,811 |
7. Intangible Assets (Details)
7. Intangible Assets (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite lived intangible assets, gross | $ 623,267 | $ 459,104 |
Less: accumulated amortization | (440,702) | (432,770) |
Finite lived intangible assets, net | 182,565 | 26,334 |
Non-amortising portion | 642,749 | 670,145 |
Intangible assets, net | $ 825,314 | $ 696,479 |
7. Intangible Assets (Details -
7. Intangible Assets (Details - Amortization expense) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization year ending 2019 | $ 265,904 | |
Amortization year ending 2020 | 259,589 | |
Amortization year ending 2021 | 253,275 | |
Amortization year ending 2022 | 39,026 | |
Amortization year ending 2023 | 7,520 | |
Amortization year ending total | $ 825,314 | $ 696,479 |
7. Intangible Assets (Details N
7. Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 14,778 | $ 0 | $ 25,926 | $ 0 |
9. Amount Due From A Third Pa_2
9. Amount Due From A Third Party (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Temporary advance | $ 219,518 | $ 228,875 |
Interest rate | 5.00% | |
Note receivable maturity date | Dec. 31, 2018 |
11. Obligations Under Finance_3
11. Obligations Under Finance Leases (Details - Finance leases) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Debt Disclosure [Abstract] | ||
Finance lease, gross | $ 29,975 | $ 89,262 |
Less: interest expense | (1,632) | (3,451) |
Net present value of finance lease | 28,343 | 85,811 |
Current portion | 27,745 | 84,345 |
Non-current portion | $ 598 | $ 1,466 |
11. Obligations Under Finance_4
11. Obligations Under Finance Leases (Details - Finance lease maturities) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Debt Disclosure [Abstract] | ||
Finance lease obligation due 2019 | $ 27,745 | |
Finance lease obligation due 2020 | 598 | |
Finance lease obligation | $ 28,343 | $ 85,811 |
12. Stockholders' Deficit (Deta
12. Stockholders' Deficit (Details Narrative) - shares | 3 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Stock Issued During Period, Shares, Acquisitions | 1,020,000 | |
Common stock, shares issued | 143,683,161 | 140,000,000 |
Common stock, shares outstanding | 143,683,161 | 140,000,000 |
13. Income Taxes (Details)
13. Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (561,697) | $ (218,470) | $ (801,760) | $ (566,095) |
Statutory income tax rate | 17.00% | 17.00% | ||
Income tax expense at statutory rate | $ (136,299) | $ (96,236) | ||
Tax effect of non-taxable income | 136,299 | 96,236 | ||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
13. Income Taxes (Details Narra
13. Income Taxes (Details Narrative) | 6 Months Ended |
Sep. 30, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 569,078 |
Operating loss beginning expiration date | Dec. 31, 2038 |
Deferred tax assets | $ 119,506 |
14. Related Party Transactions
14. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transactions [Abstract] | ||||
Royalty and marketing expenses | $ 53,131 | $ 121,364 | $ 242,146 | $ 248,687 |
15. Concentrations of Risk (Det
15. Concentrations of Risk (Details - Geographic distribution) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 364,352 | $ 373,436 | $ 963,497 | $ 587,096 |
CHINA | ||||
Revenues | 252,557 | 0 | 700,813 | 0 |
SINGAPORE | ||||
Revenues | 110,786 | 346,880 | 260,901 | 536,227 |
Asia Pacific [Member] | ||||
Revenues | $ 1,009 | $ 26,556 | $ 1,783 | $ 50,869 |
15. Concentrations of Risk (D_2
15. Concentrations of Risk (Details - Major vendors) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Mar. 31, 2018 | |
Purchases | $ 173,983 | $ 300,664 | ||
Percentage of purchases | 87.00% | 86.00% | ||
Accounts payable | $ 58,499 | $ 58,499 | $ 16,044 | $ 417,811 |
Purchases [Member] | Vendor B [Member] | ||||
Purchases | $ 48,326 | $ 104,945 | ||
Percentage of purchases | 24.00% | 30.00% | ||
Purchases [Member] | Vendor C [Member] | ||||
Purchases | $ 33,935 | $ 35,935 | ||
Percentage of purchases | 18.00% | 10.00% | ||
Accounts payable | $ 36,429 | $ 36,429 | ||
Purchases [Member] | Vendor D [Member] | ||||
Purchases | $ 61,683 | $ 62,410 | ||
Percentage of purchases | 31.00% | 18.00% | ||
Accounts payable | $ 9,415 | $ 9,415 | ||
Purchases [Member] | Vendor A [Member] | ||||
Purchases | $ 16,441 | $ 55,254 | ||
Percentage of purchases | 8.00% | 16.00% | ||
Accounts payable | $ 12,655 | $ 12,655 | ||
Purchases [Member] | Vendor E [Member] | ||||
Purchases | $ 11,598 | $ 42,120 | ||
Percentage of purchases | 6.00% | 12.00% |
16. Commitments and Contingen_2
16. Commitments and Contingencies (Details Narrative) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Future non-cancellable operating lease commitment | $ 193,853 |