Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Jul. 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Noble Vici Group, Inc. | |
Entity Central Index Key | 0001500122 | |
Document Type | 10-K | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Public Float | $ 66,204,372 | |
Entity Common Stock, Shares Outstanding | 210,704,160 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Shell company | false | |
Entity Interactive data current | Yes | |
Entity File Number | 000-54761 | |
Entity Incorporation State Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 691,331 | $ 1,536,980 |
Accounts receivable | 6,145,460 | 0 |
Purchase deposits | 2,600,732 | 1,463,151 |
Amount due from a third party | 221,327 | 228,875 |
Deposits, prepayment and other receivable | 361,884 | 320,879 |
Inventories | 16,636 | 0 |
Total current assets | 10,037,370 | 3,549,885 |
Non-current assets | ||
Intangible assets, net | 566,262 | 696,479 |
Property, plant and equipment, net | 3,754,685 | 250,736 |
Total assets | 14,358,317 | 4,497,100 |
Current liabilities: | ||
Account payables | 0 | 417,811 |
Commission liabilities | 1,617,855 | 428,158 |
Deferred revenue | 8,979,352 | 3,962,773 |
Accrued liabilities and other payables | 964,001 | 361,586 |
Amount due to a director | 91,483 | 69,069 |
Amouts due to a related party | 280,317 | 0 |
Income tax payable | 84,672 | 335,546 |
Current portion of obligations under finance leases | 246,957 | 84,345 |
Total current liabilities | 12,264,637 | 5,659,288 |
Long-term liabilties | ||
Obligations under finance leases | 2,008,708 | 1,466 |
Total liabilities | 14,273,345 | 5,660,754 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, 3,000,000,000 authorized common shares of $0.0001 par value 210,704,160 and 140,000,000 shares issued and outstanding as of March 31, 2019 and 2018, respectively | 21,070 | 14,000 |
Additional paid in capital | 136,227,920 | 0 |
Deferred Compensation | (10,936,760) | 0 |
Accumulated other comprehensive loss | 20,089 | (46,440) |
Accumulated losses | (125,141,278) | (1,131,214) |
Total NVGI stockholders' equity (deficit) | 191,041 | (1,163,654) |
Non-controlling interest | (106,069) | 0 |
Total equity (deficit) | 84,972 | (1,163,654) |
Total Liabilities and Stockholders' Equity Deficit | $ 14,358,317 | $ 4,497,100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | 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 | 210,704,160 | 140,000,000 |
Common stock, shares outstanding | 210,704,160 | 140,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE, NET | $ 8,626,718 | $ 3,623,980 |
Cost of goods sold | (2,570,143) | (832,390) |
Gross profit | 6,056,575 | 2,791,590 |
Operating expenses: | ||
Sales and marketing | 898,407 | 1,118,310 |
General and administrative | 3,665,106 | 1,433,134 |
Stock-based compensation | 123,009,343 | 0 |
Total operating expenses | 127,572,856 | 2,551,444 |
(LOSS) INCOME FROM OPERATIONS | (121,516,281) | 240,146 |
Other (expense) income: | ||
Interest income | 32 | 0 |
Interest expense | (47,323) | (1,547) |
Impairment loss on goodwill | (2,036,948) | 0 |
Government subsidy income | 1,146 | 25,086 |
Sundry income | 92,818 | 16,041 |
Total other (expense) income | (1,990,275) | 39,580 |
(LOSS) INCOME BEFORE INCOME TAXES | (123,506,556) | 279,726 |
Income tax expense | (184,275) | (33,094) |
NET (LOSS) INCOME | (123,690,831) | 246,632 |
Other comprehensive income - Foreign currency translation loss | 66,529 | (79,396) |
COMPREHENSIVE (LOSS) INCOME | $ (123,624,302) | $ 167,236 |
Net (loss) income per share - Basic and diluted | $ (0.80) | $ 0 |
Weighted average shares outstanding - Basic and diluted | 153,879,552 | 140,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss before income tax | $ (123,690,831) | $ 246,632 |
Adjustments for: | ||
Amortization of intangible assets | 278,480 | 12,725 |
Depreciation of property, plant and equipment | 185,392 | 61,674 |
Impairment loss on goodwill | 2,036,948 | 0 |
Gain on disposal of property, plant and equipment | (54,582) | 0 |
Stock-based compensation | 123,009,343 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (6,134,950) | 0 |
Purchase deposit | (1,183,802) | (1,414,059) |
Deposits, prepayment and other receivable | (51,496) | (31,941) |
Amounts due from related companies | 0 | 12,888 |
Inventories | (16,608) | 0 |
Account payables | (403,341) | 374,098 |
Accrued liabilities and other payables | 613,288 | 227,613 |
Commission liabilities | 1,201,758 | (349,563) |
Deferred revenue | 5,138,455 | 3,829,812 |
Income tax payable | (239,398) | 280,658 |
Cash generated from operating activities | 688,656 | 3,250,537 |
Cash flows from investing activities: | ||
Proceed from disposal of property, plant and equipment | 184,124 | 0 |
Purchase of property, plant and equipment | (3,808,439) | (268,417) |
Purchase of intangible assets | (184,124) | 0 |
Cash from acquisition of subsidiaries | 37,576 | 0 |
Net cash used in investing activities | (3,770,863) | (268,417) |
Cash flow from financing activities: | ||
Proceeds from shareholders | 152,726 | 0 |
Advance from (repayment to) a director | 24,649 | (1,010,637) |
Repayment to a third party | 0 | (221,195) |
Advances from (repayment to) related parties | 279,837 | (632,434) |
Proceeds from finance lease | 2,168,968 | 77,740 |
Net cash generated from (used in) financing activities | 2,626,180 | (1,786,526) |
Foreign currency translation adjustment | (389,622) | 60,111 |
Net change in cash and cash equivalents | (845,649) | 1,255,705 |
BEGINNING OF PERIOD | 1,536,980 | 281,275 |
END OF PERIOD | 691,331 | 1,536,980 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for income taxes | 174,540 | 1,145 |
Cash paid for interest | $ 47,323 | $ 1,547 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Deferred Compensation | Accumulated Other Comprehensive income (loss) | Accumulated Losses | Total Stockholders' Equity (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 loss for the year | 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 | (319,233) | (318,967) | (318,967) | ||||
Fractional shares from reverse splits | 26 | |||||||
Capital injection from shareholder | $ 152,726 | 152,726 | 152,726 | |||||
Shares issued for acquisition, shares | 1,020,000 | |||||||
Shares issued for acquisition, value | $ 102 | 2,039,898 | 2,040,000 | 2,040,000 | ||||
Non-controlling interest from acquisition | $ (106,069) | (106,069) | ||||||
Shares issued for services, shares | 67,020,999 | |||||||
Shares issued for services, value | $ 6,702 | 134,035,296 | 134,041,998 | 134,041,998 | ||||
Foreign currency translation adjustment | 66,529 | 66,529 | 66,529 | |||||
Shares issued for services to be rendered | $ (10,936,760) | (10,936,760) | (10,936,760) | |||||
Net loss for the year | (123,690,831) | (123,690,831) | (123,690,831) | |||||
Ending balance, shares at Mar. 31, 2019 | 210,704,160 | |||||||
Ending balance, amount at Mar. 31, 2019 | $ 21,070 | $ 136,227,920 | $ (10,936,760) | $ 20,089 | $ (125,141,278) | $ 191,041 | $ (106,069) | $ 84,972 |
1. Description of Business and
1. Description of Business and Organization | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION Noble Vici Group, Inc. (the “Company”), formerly known as Gold Union Inc., was incorporated under the laws of the State of Delaware on July 6, 2010 under the name of Advanced Ventures Corp. Effective January 6, 2014, the Company changes its name to “Gold Union Inc.” Effective March 26, 2018, the Company changes its current name to Noble Vici Group, Inc (“NVGI”). On August 8, 2018, the Company executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Noble Vici Private Limited (“NVPL”), a corporation organized under the laws of Singapore, and Eldee Tang, the sole shareholder of NVPL, and also its Chief Executive Officer and Director. Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of the NVPL, representing 1,000,001 ordinary shares of NVPL, in exchange for 140,000,000 shares of its common stock. The Company consummated the acquisition of NVPL on August 8, 2018. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of NVPL. Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, NVPL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity. NVPL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of NVPL, and the Company’s assets, liabilities and results of operations will be consolidated with NVPL beginning on the acquisition date. NVPL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (NVPL). Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. The Company is currently engaged in the IoT, Big Data, Blockchain and E-commerce business. Description of subsidiaries Name Place of incorporation Principal activities Particulars of issued/ Effective interest Noble Infotech Applications Pte Ltd Republic of Singapore Development of software for interactive digital media and software consultancy S$ 1 100% Noble Digital Apps Sendirian Berhad Federation of Malaysia Digital apps and big data business MYR1,000 51% The Digital Agency Pte. Ltd. Republic of Singapore Business and management consultancy services $1 51% Venvici Pte Ltd Republic of Singapore Business and management consultancy services on e-commerce service S$100,000 100% Venvici Ltd Republic of Seychelles Business and management consultancy services on e-commerce service US$50,000 100% Ventrepreneur (SG) Pte Ltd Republic of Singapore Online retailing S$10,000 100% UB45 Pte Limited Republic of Singapore Investment holding S$10,000 100% VMore Merchants Pte Ltd # Republic of Singapore Merchants onboarding S$1,000 100% AIM System Pte Ltd # Republic of Singapore Affiliate System Provider S$1,000 100% On January 19, 2019, the Company established a branch office in Taiwan. # these subsidiaries were established on April 1, 2019. The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
2. Going Concern Uncertainties
2. Going Concern Uncertainties | 12 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainties | 2. GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2019, the Company suffered from an accumulated deficit of $125,141,278 and working capital deficit of $2,227,267. The continuation of the Company as a going concern through March 31, 2020 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. • Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). • Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. • Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. • Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. • Accounts receivable Accounts receivable consist of amounts due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts receivable based on past collection history, age, account payment status compared to invoice payment terms and specific individual risks identified. The delinquency of a receivable account is determined based on these factors. The Company does not accrue interest on aged accounts receivable. As of March 31, 2019, there were no allowances for doubtful accounts. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to finished goods for commercial sales. • Purchase deposit Purchase deposits represent deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received by the Company, or refundable in the next twelve months. • Intangible assets Intangible assets represented the acquired game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of 3 years. • Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful lives Building 38 years or lesser than term of lease Leasehold improvements 3-10 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2-3.33 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. • Impairment of long-lived assets In accordance with Accounting Standards Codification ("ASC") Topic 360-10-5, “ Impairment or Disposal of Long-Lived Assets • Revenue recognition On April 1, 2018, Accounting Standards Update (“ASU”) 2014-09, “R evenue from Contracts with Customers (Topic 606) The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied, in an amount that reflects the consideration the Company expects to receive in exchange for the product. Depending on the terms of the agreement with the customer, the Company recognizes revenue either at a point-in-time (at shipment or delivery depending on agreed upon terms). 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 • Cost of revenue Cost of revenue consists primarily of the cost of goods sold and royalty expenses to the game owners, which are directly attributable to the sales of products and the rendering of online gaming service. Royalty charges and marketing expenses paid to a related party totaled $468,477 and $442,581, for the years ended March 31, 2019 and 2018. • Commission credits The Company maintains a membership program, whereby certain members earn commission credits, based on the sales volume of certain other members who are sponsored directly or indirectly by the member. Commission credits are redeemable on future spending of the products purchased or playing online games. Commission credits are recorded and classified as operating expense when the products are delivered and revenue is recognized. The estimated liability for unredeemed commission credit is included in commission liability on the accompanying balance sheets. Management reviews the adequacy for the accrual for unredeemed commission credits by periodically evaluating the historical redemption and projected trends. • Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. • Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended March 31, 2019 and 2018. • 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$1 has been made at the following exchange rates for the years ended March 31, 2019 and 2018: March 31, 2019 March 31, 2018 Year-end S$:US$1 exchange rate 1.3554 1.3632 Annual average S$:US$1 exchange rate 1.3578 1.3588 • Comprehensive income ASC Topic 220, “ Comprehensive Income • Stock based compensation For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC Topic 505-50 (“ASC 505-50”), “ Equity Based Payments to Non- Employees For restricted common stock and stock option awards that have performance-based conditions, the Company recognizes the stock-based compensation expense at the fair value of the award based on the date that the performance conditions have been met. The Company calculates the fair value of the stock options using the Black Scholes option pricing model. The fair value of restricted common stock awards is based on the closing price of the Company’s common stock on the applicable measurement date. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. To date, the Company has not granted any stock-based compensation awards to employees. • Segment reporting ASC Topic 280, “ Segment Reporting • Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided. • Related parties The Company follows the ASC 850-10, Related Party 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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company (we expect our Emerging Growth Company status to expire on March 31, 2020), the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – 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. |
4. Business Combination
4. Business Combination | 12 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | 4. BUSINESS COMBINATION On September 17, 2018, the Company acquired 51% controlling interest in The Digital Agency Private Limited, a private limited company organized under the laws of Singapore (“TDA”), and a start-up digital marketing company, at the purchase price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2.00 per share. The purchase price allocation resulted in $1,028,140 of goodwill, as below: Acquired assets: Cash and cash equivalents $ 2,552 Less: Assumed liabilities Accruals (4,561 ) Amount due to director (6,131 ) Net assets acquired (8,140 ) Goodwill allocated 1,028,140 Share issued for acquisition $ 1,020,000 Concurrently, on September 17, 2018, the Company acquired 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited company organized under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company, at the purchase price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2.00 per share. The purchase price allocation resulted in $1,008,808 of goodwill, as below: Acquired assets: Cash and cash equivalents $ 16,551 Amount due from related companies 30,986 Less: Assumed liabilities Accruals (25,571 ) Amount due to director (10,774 ) Net assets acquired 11,192 Goodwill allocated 1,008,808 Share issued for acquisition $ 1,020,000 The Company’s acquisitions of TDA and NDA were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The impairment test of the goodwill has reviewed and the Company made a full provision on goodwill from business combination accordingly. |
5. Revenue
5. Revenue | 12 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. REVENUE Years ended March 31, 2019 2018 Products sales, as principal $ 6,592,054 $ 1,150,013 Products sales, as agent (net basis) 1,277,208 2,252,188 Other operating revenue 757,456 221,779 $ 8,626,718 $ 3,623,980 |
6. Property, Plant and Equipmen
6. Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: As of March 31, 2019 2018 At cost: Building $ 3,400,327 $ – Leasehold improvement 223,886 41,747 Furniture and fittings 30,362 26,684 Office equipment and computers 157,953 77,406 Motor vehicle 96,646 233,452 Right of use assets 22,229 – 3,931,403 379,289 Less: accumulated depreciation (176,718 ) (128,553 ) $ 3,754,685 $ 250,736 Depreciation expense for the years ended March 31, 2019 and 2018 were $ |
7. Intangible Assets
7. Intangible Assets | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. INTANGIBLE ASSETS As of March 31, 2019 2018 Gaming right and software: Gross carrying value $ 1,238,254 $ 459,104 Less: accumulated amortization (671,992 ) (432,770 ) Net carrying value 566,262 26,334 Non-amortizing portion – 670,145 Intangible assets, net $ 566,262 $ 696,479 Amortization expense for the years ended March 31, 2019 and 2018 were $278,480 and $12,725, as part of operating expenses, respectively. The following table outlines the annual amortization expense for the next three years: Years ending March 31: 2020 $ 277,496 2021 277,496 2022 11,270 Total $ 566,262 |
8. Amount Due From A Third Part
8. Amount Due From A Third Party | 12 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Amount Due From A Third Party | 8. AMOUNT DUE FROM A THIRD PARTY As of March 31, 2019 and 2018, the Company made temporary advances of $221,327 and $228,875 respectively, to a third party, which is secured by the stocks held and will be matured on or before December 31, 2019. Interest is charged at the rate of 5% per annum. |
9. Amount Due To A Director
9. Amount Due To A Director | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Amounts Due To A Director | 9. AMOUNT DUE TO A DIRECTOR As of March 31, 2019 and 2018, the Company owed the amount of $91,483 and $69,069 to the director of the Company, Mr. TANG Wai Chong Eldee, which is unsecured, interest-free and has no fixed terms of repayment. Imputed interest from related party loan is not significant. |
10. Amounts Due to Related Part
10. Amounts Due to Related Party | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Amount due to Related Party | 10. AMOUNT DUE TO RELATED PARTY As of March 31, 2019, the Company owed the amount of $280,317 due to the former shareholder of the Company, Miss Kao. The balance is unsecured, interest-free and has no fixed terms of repayment. Imputed interest from related parties’ loan is not significant. |
11. Obligations Under Finance L
11. Obligations Under Finance Leases | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Obligations Under Finance Leases | 11. OBLIGATIONS UNDER FINANCE LEASES The Company purchased several motor vehicles and building under finance lease agreements with the effective interest rate ranging from 3.75% to 15.3% per annum, due through 2020 and 2028, with principal and interest payable monthly. The obligations under the finance leases are as follows: As of March 31, 2019 2018 Finance lease $ 3,089,747 $ 89,262 Less: interest expense (834,082 ) (3,451 ) Net present value of finance lease $ 2,255,665 $ 85,811 Current portion $ 246,957 $ 84,345 Non-current portion 2,008,708 1,466 Total $ 2,255,665 $ 85,811 As of March 31, 2019, the maturities of the finance leases for each of the five years and thereafter are as follows: Years ending March 31: 2020 $ 244,872 2021 244,872 2022 244,872 2023 241,494 2024 231,360 Thereafter 1,048,195 Total $ 2,255,665 Included in the consolidated balance sheet as of March 31, 2019 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $3,422,556 and $45,482, respectively. Included in the consolidated balance sheet as of March 31, 2018 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $198,358 and $22,780, respectively. The building under finance lease is personally guaranteed by the director of the Company, Eldee Tang. |
12. Income Tax
12. Income Tax | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 12. INCOME TAX The provision for income taxes consisted of the following: Years ended March 31, 2019 2018 Current tax $ 184,275 $ 33,094 Deferred tax – – Income tax expense $ 184,275 $ 33,094 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiaries are mainly operated in Republic of Singapore and Republic of Seychelles that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America NVGI is registered in the State of Delaware and is subject to US federal corporate income tax rate of 21% for the year ended March 31, 2019. No provision for income taxes have been made as NVGI has generated no taxable income for the years presented. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the years presented. The 2017 Act reduces the corporate tax rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely. As of March 31, 2019, the Company incurred $722,963 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $151,822 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Republic of Singapore The Company’s operating subsidiaries are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. The Company’s subsidiary in Republic of Seychelles is also subject to the Singapore corporate income tax regime. The reconciliation of income tax rate to the effective income tax rate based on (loss) income before income taxes for the years ended March 31, 2019 and 2018 are as follows: Years ended March 31, 2019 2018 Income before income taxes $ 1,539,735 $ 279,726 Statutory income tax rate 17% 17% Income tax expense at statutory rate 261,755 47,553 Tax effect of non-taxable income (200 ) (25,605 ) Tax effect of non-deductible items – 39,386 Tax effect of tax concession (21,602 ) (26,488 ) Tax effect of allowance (55,678 ) (1,752 ) Income tax expense $ 184,275 $ 33,094 The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of March 31, 2019 and 2018: As of March 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards from US regime $ 151,822 $ 63,636 Less: valuation allowance (151,822 ) (63,636 ) Deferred tax assets, net $ – $ – The Company has filed an income tax return for 2018 and 2017 in Singapore jurisdiction. |
13. Stockholders' Deficit
13. Stockholders' Deficit | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | 13. STOCKHOLDERS’ DEFICIT On August 8, 2018, the Company executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Noble Vici Private Limited, a corporation organized under the laws of Singapore (“NVPL”), and Eldee Tang, the sole shareholder, Chief Executive Officer and Director of NVPL. Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of the NVPL, representing 1,000,001 ordinary shares of NVPL, in exchange for 140,000,000 shares of its common stock. On September 17, 2018, the Company acquired 51% controlling interest in The Digital Agency Private Limited, a private limited company organized under the laws of Singapore (“TDA”), and a start-up digital marketing company, at the purchase price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2 per share. Concurrently, on September 17, 2018, the Company acquired 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited company organized under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company, at the purchase price of $1,020,000, by issuing 510,000 shares of common stock of the Company, at a price of $2 per share. In October and December 2018, the Company issued an aggregate of 20,540,999 shares of its registered common stock to certain service agents as one-off bonus compensation for their sales and marketing services rendered in prior years, at a price of $2 per share. On March 11, 2019, the Company 15,000,000 shares of its registered common stock to certain sales associates for prior sales and marketing services rendered, with a fair value of $30,000,000 or $2 per share. The fair value of the common stock was determined based on the closing price of the Company’s common stock. On March 19, 2019, the Company issued 21,480,000 shares of its registered common stock, par value $0.0001 per share, to three individuals under the Merchant Acquisition Agreement with a fair value of $42,960,000 or $2 per share. The fair value of the common stock was determined based on the closing price of the Company’s common stock. Concurrently, on March 19, 2019, the Company issued 10,000,000 shares of common stock to the Digital Consultant under the Consulting Agreement with a fair value of $20,000,000 or $2 per share. For the years ended March 31, 2019 and 2018, the Company recorded share-based compensation expense related to restricted stock units issued to sales agents and consultants of $123 million and $0 million, respectively. This share-based compensation expense is included in general and administrative expenses and research and development expenses in the accompanying consolidated statements of operations. Total unrecognized share-based compensation expense was approximately $10.9 million at March 31, 2019 and is expected to be recognized over a weighted-average period of 1.5 months. As of March 31, 2019 and 2018, the Company had a total of 210,704,160 and 140,000,000 (restated) shares of its common stock issued and outstanding, respectively. |
14. Pension Costs
14. Pension Costs | 12 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Pension Costs |
15. Related Party Transactions
15. Related Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. RELATED PARTY TRANSACTIONS From time to time, the stockholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant. Purchase from a related company totaled $385,955 and $378,136, for the years ended March 31, 2019 and 2018. Marketing expenses and royalty charges paid to a related company totaled $468,447 and $442,581, for the years ended March 31, 2019 and 2018. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. |
16. Concentrations of Risk
16. Concentrations of Risk | 12 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 16. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended March 31, 2019 and 2018, there is no individual customer exceeding 10% of the Company’s revenue. The Company considers its business activities to constitute one single reportable segment. The Company’s chief operating decision makers use consolidated results to make operating and strategic decisions. The geographic distribution analysis of the Company’s revenues by region is as follows: Years ended March 31, 2019 2018 China $ 1,277,207 $ 2,255,174 Singapore 910,346 1,215,671 Malaysia 4,751,510 – Indonesia 1,142,991 – Other countries in Asia Pacific 544,664 153,135 $ 8,626,718 $ 3,623,980 All of the Company’s long-lived assets are located in Singapore. (b) Major vendors For the year ended March 31, 2019, this is one single vendor representing more than 10% of the Company’s purchase. This vendor (Vendor B) accounted for 15% of the Company’s purchase amounting to $385,955 with $0 of accounts payable. For the year ended March 31, 2018, there is one single vendor (Vendor B) representing more than 10% of the Company’s purchase. This vendor (Vendor B) accounted for 45% of the Company’s purchase amounting to $378,136, with $109,478 of accounts payable. (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Interest rate risk As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from borrowings under finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of March 31, 2019 and 2018, borrowing under finance lease was at fixed rates. (e) Economic and political risk The Company’s major operations are conducted in Republic of Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations. (f) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
17. Commitments and Contingenci
17. Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. COMMITMENTS AND CONTINGENCIES (a) Operating lease commitments During the years ended March 31, 2019 and 2018, the Company leased its properties under operating leases. The leases typically commence for a period ranging for 1 to 2 years, with the option of monthly renewal. These leases have an average remaining lease term of approximately less than 12 months, as of March 31, 2019. The rent expense was $94,979 and $152,839, respectively, for the years ended March 31, 2019 and 2018. As of March 31, 2019, the Company has future minimum rental payables of $62,455 until November 30, 2020. (b) Capital commitment As of March 31, 2019, the Company has no material capital commitments in the next twelve months. |
18. Subsequent Events
18. Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On April 1, 2019, the Company established two subsidiaries namely VMore Merchants Pte Ltd and AIM System Pte Ltd. On April 1, 2019, the Company entered into a binding Memorandum of Understanding (the “MOU”) with Eldee Wai Chong Tang, the Director of the Company, whereby the Company agreed to reorganize Elusyf Global Private Limited, a Singapore corporation (“EGPL”), into the Company in accordance with the terms of the MOU. Upon the consummation of such reorganization, EGPL will become a 51% owned subsidiary of the Company. EGPL is engaged in the business of marketing and distribution of health and beauty products, such as Elusyf Mitos Activa and Cell Activa Phytomask, among other offerings, through its wide network of channels. On June 17, 2019, the Company entered into a binding Memorandum of Understanding (the “MOU”) with Kootoro Vietnam Inc., a limited liability company organized under the laws of Vietnam (“KVI”), whereby the parties agreed to form a strategic partnership to expand V-More’s footprint and ecosystem into Vietnam. The Partnership will be exclusive subject to the achievement of mutually agreeable milestones. V-More is our online and offline products and services marketplace for consumers and merchants. KVI is engaged in the business of managing the distribution and payment of goods through a nationwide network of vending machines and payment gateway to Vietnam. |
3. Summary of Significant Acc_2
3. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | • Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Basis of consolidation | • Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Use of estimates and assumptions | • Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Cash and cash equivalents | • Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Accounts Receivable | • Accounts receivable Accounts receivable consist of amounts due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts receivable based on past collection history, age, account payment status compared to invoice payment terms and specific individual risks identified. The delinquency of a receivable account is determined based on these factors. The Company does not accrue interest on aged accounts receivable. As of March 31, 2019, there were no allowances for doubtful accounts. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. At present all inventory relates to finished goods for commercial sales. |
Purchase Deposit | • Purchase deposit Purchase deposits represent deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received by the Company, or refundable in the next twelve months. |
Intangible assets | • Intangible assets 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 Building 38 years or lesser than term of lease Leasehold improvements 3-10 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2-3.33 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Impairment of long-lived assets | • 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 On April 1, 2018, Accounting Standards Update (“ASU”) 2014-09, “R evenue from Contracts with Customers (Topic 606) The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied, in an amount that reflects the consideration the Company expects to receive in exchange for the product. Depending on the terms of the agreement with the customer, the Company recognizes revenue either at a point-in-time (at shipment or delivery depending on agreed upon terms). 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 |
Cost of revenue | • Cost of revenue Cost of revenue consists primarily of the cost of goods sold and royalty expenses to the game owners, which are directly attributable to the sales of products and the rendering of online gaming service. Royalty charges and marketing expenses paid to a related party totaled $468,477 and $442,581, for the years ended March 31, 2019 and 2018. |
Commission credits | • 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 years ended March 31, 2019 and 2018. |
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$1 has been made at the following exchange rates for the years ended March 31, 2019 and 2018: March 31, 2019 March 31, 2018 Year-end S$:US$1 exchange rate 1.3554 1.3632 Annual average S$:US$1 exchange rate 1.3578 1.3588 |
Comprehensive income | • Comprehensive income ASC Topic 220, “ Comprehensive Income |
Stock based compensation | • Stock based compensation For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC Topic 505-50 (“ASC 505-50”), “ Equity Based Payments to Non- Employees For restricted common stock and stock option awards that have performance-based conditions, the Company recognizes the stock-based compensation expense at the fair value of the award based on the date that the performance conditions have been met. The Company calculates the fair value of the stock options using the Black Scholes option pricing model. The fair value of restricted common stock awards is based on the closing price of the Company’s common stock on the applicable measurement date. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. To date, the Company has not granted any stock-based compensation awards to employees. |
Segment reporting | • Segment reporting ASC Topic 280, “ Segment Reporting |
Retirement plan costs | • Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided. |
Related parties | • 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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company (we expect our Emerging Growth Company status to expire on March 31, 2020), the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – 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. |
1. Description of Business an_2
1. Description of Business and Organization (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiaries | Name Place of incorporation Principal activities Particulars of issued/ Effective interest Noble Infotech Applications Pte Ltd Republic of Singapore Development of software for interactive digital media and software consultancy S$ 1 100% Noble Digital Apps Sendirian Berhad Federation of Malaysia Digital apps and big data business MYR1,000 51% The Digital Agency Pte. Ltd. Republic of Singapore Business and management consultancy services $1 51% Venvici Pte Ltd Republic of Singapore Business and management consultancy services on e-commerce service S$100,000 100% Venvici Ltd Republic of Seychelles Business and management consultancy services on e-commerce service US$50,000 100% Ventrepreneur (SG) Pte Ltd Republic of Singapore Online retailing S$10,000 100% UB45 Pte Limited Republic of Singapore Investment holding S$10,000 100% VMore Merchants Pte Ltd # Republic of Singapore Merchants onboarding S$1,000 100% AIM System Pte Ltd # Republic of Singapore Affiliate System Provider S$1,000 100% |
3. Summary of Significant Acc_3
3. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Expected useful lives | Expected useful lives Building 38 years or lesser than term of lease Leasehold improvements 3-10 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2-3.33 years |
Schedule of exchange rates | March 31, 2019 March 31, 2018 Year-end S$:US$1 exchange rate 1.3554 1.3632 Annual average S$:US$1 exchange rate 1.3578 1.3588 |
4. Business Combination (Tables
4. Business Combination (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
The Digital Agency Private Limited [Member] | |
Purchase price allocation | 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 |
Noble Digital Apps [Member] | |
Purchase price allocation | 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) | 12 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue breakdown | Years ended March 31, 2019 2018 Products sales, as principal $ 6,592,054 $ 1,150,013 Products sales, as agent (net basis) 1,277,208 2,252,188 Other operating revenue 757,456 221,779 $ 8,626,718 $ 3,623,980 |
6. Property, Plant and Equipm_2
6. Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | As of March 31, 2019 2018 At cost: Building $ 3,400,327 $ – Leasehold improvement 223,886 41,747 Furniture and fittings 30,362 26,684 Office equipment and computers 157,953 77,406 Motor vehicle 96,646 233,452 Right of use assets 22,229 – 3,931,403 379,289 Less: accumulated depreciation (176,718 ) (128,553 ) $ 3,754,685 $ 250,736 |
7. Intangible Assets (Tables)
7. Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of March 31, 2019 2018 Gaming right and software: Gross carrying value $ 1,238,254 $ 459,104 Less: accumulated amortization (671,992 ) (432,770 ) Net carrying value 566,262 26,334 Non-amortizing portion – 670,145 Intangible assets, net $ 566,262 $ 696,479 |
Annual amortization expense | Years ending March 31: 2020 $ 277,496 2021 277,496 2022 11,270 Total $ 566,262 |
11. Obligations Under Finance_2
11. Obligations Under Finance Leases (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Obligations under finance lease | As of March 31, 2019 2018 Finance lease $ 3,089,747 $ 89,262 Less: interest expense (834,082 ) (3,451 ) Net present value of finance lease $ 2,255,665 $ 85,811 Current portion $ 246,957 $ 84,345 Non-current portion 2,008,708 1,466 Total $ 2,255,665 $ 85,811 |
Future maturities of finance leases | Years ending March 31: 2020 $ 244,872 2021 244,872 2022 244,872 2023 241,494 2024 231,360 Thereafter 1,048,195 Total $ 2,255,665 |
12. Income Tax (Tables)
12. Income Tax (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | Years ended March 31, 2019 2018 Current tax $ 184,275 $ 33,094 Deferred tax – – Income tax expense $ 184,275 $ 33,094 |
Income tax reconciliation | Years ended March 31, 2019 2018 Income before income taxes $ 1,539,735 $ 279,726 Statutory income tax rate 17% 17% Income tax expense at statutory rate 261,755 47,553 Tax effect of non-taxable income (200 ) (25,605 ) Tax effect of non-deductible items – 39,386 Tax effect of tax concession (21,602 ) (26,488 ) Tax effect of allowance (55,678 ) (1,752 ) Income tax expense $ 184,275 $ 33,094 |
Aggregate deferred tax assets and liabilities | As of March 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards from US regime $ 151,822 $ 63,636 Less: valuation allowance (151,822 ) (63,636 ) Deferred tax assets, net $ – $ – |
16. Concentrations of Risk (Tab
16. Concentrations of Risk (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Geographic distribution of revenues | Years ended March 31, 2019 2018 China $ 1,277,207 $ 2,255,174 Singapore 910,346 1,215,671 Malaysia 4,751,510 – Indonesia 1,142,991 – Other countries in Asia Pacific 544,664 153,135 $ 8,626,718 $ 3,623,980 |
1. Description of Business an_3
1. Description of Business and Organization (Details) | 12 Months Ended |
Mar. 31, 2019 | |
Name of entities | Noble Vici Group, Inc. |
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 | MYR1,000 |
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$100,000 |
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$50,000 |
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$10,000 |
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$10,000 |
Effective interest held | 100.00% |
VMore Merchants Pte Ltd # [Member] | |
Name of entities | VMore Merchants Pte Ltd # |
Place of incorporation | Republic of Singapore |
Nature of business | Merchants onboarding |
Issued capital | S$1,000 |
Effective interest held | 100.00% |
AIM System Pte Ltd # [Member] | |
Name of entities | AIM System Pte Ltd # |
Place of incorporation | Republic of Singapore |
Nature of business | Affiliate System Provider |
Issued capital | S$1,000 |
Effective interest held | 100.00% |
1. Description of Business an_4
1. Description of Business and Organization (Details Narrative) - Share Exchange Agreement NVPL [Member] | 4 Months Ended |
Aug. 08, 2018shares | |
Business consumation | Aug. 8, 2018 |
Shares received in transaction | 1,000,001 |
Stock issued for acquisition, shares | 140,000,000 |
2. Going Concern (Details Narra
2. Going Concern (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (125,141,278) | $ (1,131,214) |
Working capital deficit | $ (2,227,267) |
3. Summary of Significant Acc_4
3. Summary of Significant Accounting Policies (Details - Useful lives) | 12 Months Ended |
Mar. 31, 2019 | |
Building [Member] | |
Esimated useful lives | 38 years or lesser than term of lease |
Leasehold Improvements [Member] | |
Esimated useful lives | 3-10 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 | 2-3.33 years |
3. Summary of Significant Acc_5
3. Summary of Significant Accounting Policies (Details - Translation amounts) - Singapore, Dollars | Mar. 31, 2019 | Mar. 31, 2018 |
Period End [Member] | ||
Foreign Currency Exchange Rate Translation | 1.3554 | 1.3632 |
Period Average [Member] | ||
Foreign Currency Exchange Rate Translation | 1.3578 | 1.3588 |
3. Summary of Significant Acc_6
3. Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Mar. 31, 2019USD ($)Integer | Mar. 31, 2018USD ($) | |
Allowance for doubtful accounts | $ 0 | |
Amortization schedule of Intangible assets | 3 years | |
Impairment loss | $ 0 | $ 0 |
Royalty Charges and Marketing Expenses | 468,477 | 442,581 |
Uncertain tax positions | $ 0 | $ 0 |
Asia Pacific [Member] | ||
Number of operating segments | Integer | 1 |
4. Business Combination (Detail
4. Business Combination (Details - Acquisition TDA) | 9 Months Ended |
Sep. 17, 2018USD ($) | |
The Digital Agency Private Limited [Member] | |
Less: Assumed liabilities | |
Value of shares issued for acquisition | $ 1,020,000 |
The Digital Agency Private Limited [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 |
4. Business Combination (Deta_2
4. Business Combination (Details - Acquisition NDA) - Noble Digital Apps [Member] | 9 Months Ended |
Sep. 17, 2018USD ($) | |
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 |
Value of shares issued for acquisition | $ 1,020,000 |
4. Business Combination (Deta_3
4. Business Combination (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 17, 2018 | Sep. 17, 2018 | Mar. 31, 2019 | |
Shares issued, value | $ 2,040,000 | ||
The Digital Agency Private Limited [Member] | |||
Stock issued for acquisition, shares | 510,000 | 510,000 | |
Shares issued, value | $ 1,020,000 | $ 1,020,000 | |
Noble Digital Apps Sendirian Berhad [Member] | |||
Acquisition | 51.00% | 51.00% | |
Goodwill | $ 1,008,808 | $ 1,008,808 | |
Stock issued for acquisition, shares | 510,000 | ||
Shares issued, value | $ 1,020,000 | ||
Price per share | $ 2 | $ 2 | |
The Digital Agency Private Limited [Member] | |||
Acquisition | 51.00% | 51.00% | |
Goodwill | $ 1,028,140 | $ 1,028,140 | |
Price per share | $ 2 | $ 2 |
5. Revenue (Details)
5. Revenue (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 8,626,718 | $ 3,623,980 |
Product sales, as principal [Member] | ||
Revenues | 6,592,054 | 1,150,013 |
Product sales, as agent [Member] | ||
Revenues | 1,277,208 | 2,252,188 |
Other operating revenue [Member] | ||
Revenues | $ 757,456 | $ 221,779 |
6. Property, Plant and Equipm_3
6. Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Property, plant and equipment, gross | $ 3,931,403 | $ 379,289 |
Less: accumulated depreciation | (176,718) | (128,553) |
Property, plant and equipment, net | 3,754,685 | 250,736 |
Building [Member] | ||
Property, plant and equipment, gross | 3,400,327 | 0 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 223,886 | 41,747 |
Furniture and Fttings [Member] | ||
Property, plant and equipment, gross | 30,362 | 26,684 |
Office Equipment and computers [Member] | ||
Property, plant and equipment, gross | 157,953 | 77,406 |
Vehicles [Member] | ||
Property, plant and equipment, gross | 96,646 | 233,452 |
Right of use assets [Member] | ||
Property, plant and equipment, gross | $ 22,229 | $ 0 |
6. Property, Plant and Equipm_4
6. Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 185,392 | $ 61,674 |
7. Intangible Assets (Details)
7. Intangible Assets (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite lived intangible assets, gross | $ 1,238,254 | $ 459,104 |
Less: accumulated amortization | (671,992) | (432,770) |
Finite lived intangible assets, net | 566,262 | 26,334 |
Non-amortising portion | 0 | 670,145 |
Intangible assets, net | $ 566,262 | $ 696,479 |
7. Intangible Assets (Details -
7. Intangible Assets (Details - Amortization expense) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization year ending 2020 | $ 277,496 | |
Amortization year ending 2021 | 277,496 | |
Amortization year ending 2022 | 11,270 | |
Amortization year ending total | $ 566,262 | $ 696,479 |
7. Intangible Assets (Details N
7. Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 278,480 | $ 12,725 |
8. Amount Due From A Third Pa_2
8. Amount Due From A Third Party (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Temporary advance | $ 221,327 | $ 228,875 |
Interest rate | 5.00% | |
Note receivable maturity date | Dec. 31, 2019 |
9. Amount Due To A Director (De
9. Amount Due To A Director (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Amount due to Director | $ 91,483 | $ 69,069 |
Mr. TANG Wai Chong Eldee [Member] | ||
Amount due to Director | $ 91,483 | $ 69,069 |
10. Amounts Due to Related Pa_2
10. Amounts Due to Related Party (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Amount due to related party | $ 280,317 | $ 0 |
Miss Kao | ||
Amount due to related party | $ 280,317 |
11. Obligations Under Finance_3
11. Obligations Under Finance Leases (Details - Finance leases) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Debt Disclosure [Abstract] | ||
Finance lease, gross | $ 3,089,747 | $ 89,262 |
Less: interest expense | (834,082) | (3,451) |
Net present value of finance lease | 2,255,665 | 85,811 |
Current portion | 246,957 | 84,345 |
Non-current portion | 2,008,708 | 1,466 |
Total finance lease | $ 2,255,665 | $ 85,811 |
11. Obligations Under Finance_4
11. Obligations Under Finance Leases (Details - Finance lease maturities) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Debt Disclosure [Abstract] | ||
Finance lease obligation due 2020 | $ 244,872 | |
Finance lease obligation due 2021 | 244,872 | |
Finance lease obligation due 2022 | 244,872 | |
Finance lease obligation due 2023 | 241,494 | |
Finance lease obligation due 2024 | 231,360 | |
Thereafter | 1,048,195 | |
Finance lease obligation | $ 2,255,665 | $ 85,811 |
11. Obligations Under Finance_5
11. Obligations Under Finance Leases (Details Narrative) - Finance Lease [Member] - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Capitalized equipment cost | $ 3,422,556 | $ 198,358 |
Accumulated depreciation of capitalized leases | $ 45,482 | $ 222,780 |
Minimum [Member] | ||
Finance lease rate | 3.75% | |
Maximum [Member] | ||
Finance lease rate | 15.30% |
12. Income Taxes (Details)
12. Income Taxes (Details) - USD ($) | 12 Months Ended | 21 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Current tax | $ 184,275 | $ 33,094 | |
Defferred Tax | 0 | $ 0 | |
Income tax expense | $ 184,275 | $ 33,094 |
12. Income Taxes (Details - Rec
12. Income Taxes (Details - Reconciliation) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Loss before income taxes | $ (123,690,831) | $ 246,632 |
Income tax expense | 184,275 | 33,094 |
Republic of Seychelles [Member] | ||
Loss before income taxes | $ 1,539,735 | $ 279,726 |
Statutory income tax rate | 17.00% | 17.00% |
Income tax expense at statutory rate | $ 261,755 | $ 47,553 |
Tax effect of non-taxable income | (200) | (25,605) |
Tax effect of non-deductible items | 0 | 39,386 |
Tax effect of tax concession | (21,602) | (26,488) |
Tax effect of allowance | (55,678) | (1,752) |
Income tax expense | $ 184,275 | $ 33,094 |
12. Income Taxes (Details - Def
12. Income Taxes (Details - Deffered Tax) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Total deferred tax assets | $ 151,822 | |
Republic of Seychelles [Member] | ||
Net Operating loss carryforwards from US regime | 151,822 | $ 63,636 |
Total deferred tax assets | 151,822 | 0 |
Less: valuation allowance | (151,822) | (63,636) |
Deferred tax assets, net | $ 0 | $ 0 |
12. Income Taxes (Details Narra
12. Income Taxes (Details Narrative) | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 722,963 |
Operating loss beginning expiration date | Dec. 31, 2038 |
Deferred tax assets | $ 151,822 |
13. Stockholders' Deficit (Deta
13. Stockholders' Deficit (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 17, 2018 | Aug. 08, 2018 | Dec. 31, 2018 | Sep. 17, 2018 | Mar. 11, 2019 | Mar. 31, 2019 | Mar. 19, 2019 | Mar. 31, 2018 | |
Common stock, shares issued | 210,704,160 | 140,000,000 | ||||||
Common stock, shares outstanding | 210,704,160 | 140,000,000 | ||||||
Stock issued for acquisition, value | $ 2,040,000 | |||||||
Share based compensation expense | 123,009,343 | $ 0 | ||||||
Unrecognized compensation expense | $ 10,900,000 | |||||||
Unrecognized compensation expense weighted-average period | 1 year 6 months | |||||||
Stock issued for services, value | $ 134,041,998 | |||||||
Service Agents [Member] | ||||||||
Stock issued for services, shares | 20,540,999 | |||||||
Certain Sales Associates [Member] | ||||||||
Stock issued for services, shares | 15,000,000 | |||||||
Stock issued for services, value | $ 30,000,000 | |||||||
Three Individuals [Member] | ||||||||
Stock issued for services, shares | 21,480,000 | |||||||
Stock issued for services, value | $ 42,960,000 | |||||||
Digital Consultant [Member] | ||||||||
Stock issued for services, shares | 10,000,000 | |||||||
Stock issued for services, value | $ 20,000,000 | |||||||
The Digital Agency Private Limited [Member] | ||||||||
Stock issued for acquisition, shares | 510,000 | 510,000 | ||||||
Stock issued for acquisition, value | $ 1,020,000 | $ 1,020,000 | ||||||
Share Exchange Agreement NVPL [Member] | ||||||||
Stock issued for acquisition, shares | 140,000,000 |
14. Pension Costs (Details Narr
14. Pension Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Company contribution to pension plan | $ 162,944 | $ 77,639 |
15. Related Party Transactions
15. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Royalty and marketing expenses | $ 468,477 | $ 442,581 |
Purchase from related party | $ 385,955 | $ 378,136 |
16. Concentrations of Risk (Det
16. Concentrations of Risk (Details - Geographic distribution) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 8,626,718 | $ 3,623,980 |
CHINA | ||
Revenues | 1,277,207 | 2,255,174 |
SINGAPORE | ||
Revenues | 910,346 | 1,215,671 |
Malaysia [Member] | ||
Revenues | 4,751,510 | 0 |
Indonesia [Member] | ||
Revenues | 1,142,991 | 0 |
Asia Pacific [Member] | ||
Revenues | $ 544,664 | $ 153,135 |
16. Concentrations of Risk (D_2
16. Concentrations of Risk (Details - Narrative) - Major Vendors exceeding 10% [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Risk percentage | 15.00% | 45.00% |
Purchases to supplier | $ 385,955 | $ 378,136 |
Accounts payable | $ 0 | $ 109,478 |
17. Commitments and Contingen_2
17. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Future non-cancellable operating lease commitment | $ 62,455 | |
Rent expense | 94,979 | $ 152,839 |
Purchase Commitment [Member] | ||
Material capital commitments | $ 0 |