Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | Noble Vici Group, Inc. | |
Entity Central Index Key | 0001500122 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 210,804,160 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-54761 | |
Entity Incorporation State Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 2,969,854 | $ 691,331 |
Account receivable | 719,816 | 6,145,460 |
Purchase deposits | 3,048,807 | 2,600,732 |
Amount due from third party | 217,064 | 221,327 |
Deposits, prepayment and other receivable | 1,332,161 | 361,884 |
Inventories | 16,316 | 16,636 |
Total current assets | 8,304,018 | 10,037,370 |
Non-current assets | ||
Intangible assets, net | 419,278 | 566,262 |
Property, plant and equipment, net | 3,630,671 | 3,754,685 |
Total non-current assets | 4,049,949 | 4,320,947 |
Total assets | 12,353,967 | 14,358,317 |
Current liabilities: | ||
Accounts payable | 1,918,003 | 0 |
Accrued liabilities and account payable | 648,944 | 964,001 |
Commission liabilities | 987,058 | 1,617,855 |
Deferred revenue | 2,411,133 | 8,979,352 |
Amount due to a director | 17,556 | 91,483 |
Amounts due to related party | 280,317 | 280,317 |
Income tax payable | 89,783 | 84,672 |
Current portion of obligations under finance leases | 245,863 | 246,957 |
Total current liabilities | 6,598,657 | 12,264,637 |
Long-term liabilties | ||
Obligations under finance leases | 1,868,496 | 2,008,708 |
Total liabilities | 8,467,153 | 14,273,345 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, 3,000,000,000 authorized common shares of $0.0001 par value, 210,704,160 shares issued and outstanding as of September 30, 2019 and March 31, 2019 | 21,070 | 21,070 |
Additional paid in capital | 136,227,920 | 136,227,920 |
Deferred compensation | 0 | (10,936,760) |
Accumulated other comprehensive (loss) income | (141,380) | 20,089 |
Accumulated losses | (132,182,904) | (125,141,278) |
Tota NVGI stockholders' equity | 3,924,706 | 191,041 |
Non-controlling interest | (37,892) | (106,069) |
Total deficit | 3,886,814 | 84,972 |
Total Liabilities and Stockholders' Equity | $ 12,353,967 | $ 14,358,317 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
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 | 210,704,160 |
Common stock, shares outstanding | 210,704,160 | 210,704,160 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 2,738,254 | $ 364,352 | $ 12,610,884 | $ 963,497 |
Cost of revenue | (1,616,242) | (321,341) | (6,060,453) | (417,803) |
Gross profit | 1,122,012 | 43,011 | 6,550,431 | 545,694 |
Operating expenses: | ||||
Sales and marketing expense | 39,730 | 53,131 | 338,321 | 242,146 |
General and administrative expense | 1,202,526 | 562,546 | 13,192,258 | 1,117,042 |
Total operating expenses | 1,242,256 | 615,677 | 13,530,579 | 1,359,188 |
LOSS FROM OPERATIONS | (120,244) | (572,666) | (6,980,148) | (813,494) |
Other (expense) income: | ||||
Interest expense | (22,188) | (1,011) | (44,565) | (1,699) |
Government subsidy income | 0 | (14) | 0 | 1,053 |
Management fee income | 10,861 | 0 | 32,873 | 0 |
Sundry income | 1,686 | 11,994 | 26,046 | 12,380 |
Total other income (expense) | (9,641) | 10,969 | 14,354 | 11,734 |
LOSS BEFORE INCOME TAXES | (129,885) | (561,697) | (6,965,794) | (801,760) |
Income tax expense | 6,629 | 0 | 11,224 | 0 |
NET LOSS | (136,514) | (561,697) | (6,977,018) | (801,760) |
Less: Net income attributable to non-controlling interest | 48,947 | 0 | 64,608 | 0 |
Net loss attributable to NVGI | (136,514) | (561,697) | (6,977,018) | (801,760) |
NET LOSS | (136,514) | (561,697) | (6,977,018) | (801,760) |
Other comprehensive income - Foreign currency translation (loss) gain | (158,572) | 17,176 | (161,469) | 59,886 |
COMPREHENSIVE LOSS | $ (295,086) | $ (544,521) | $ (7,138,487) | $ (741,874) |
Net loss per share - Basic and diluted | $ 0 | $ 0 | $ (0.03) | $ (0.01) |
Weighted average shares outstanding - Basic and diluted | 210,704,160 | 142,818,378 | 210,704,160 | 142,741,194 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - 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, 2018 | 140,000,000 | |||||||
Beginning balance, amount at Mar. 31, 2018 | $ 14,000 | $ 0 | $ (46,440) | $ (1,131,214) | $ (1,163,564) | $ 0 | $ (1,163,654) | |
Shares issued for acquisition of legal acquirer, shares | 2,663,135 | |||||||
Shares issued for acquisition of legal acquirer, amount | $ 266 | (319,234) | (318,968) | (318,968) | ||||
Fractional shares from reverse splits | 26 | |||||||
Capital injection from shareholder | 152,726 | 152,726 | 152,726 | |||||
Shares issued for acquisition of subsidiaries, shares | 1,020,000 | |||||||
Shares issued for acquisition of subsidiaries, amount | $ 102 | 2,039,898 | 2,040,000 | 2,040,000 | ||||
Non-controlling interest from acquisition | 10,872 | 10,872 | ||||||
Foreign currency translation adjustment | 59,886 | 59,886 | 59,886 | |||||
Net (loss) income for the period | (240,063) | (240,063) | (801,760) | |||||
Ending balance, shares at Sep. 30, 2018 | 142,683,161 | |||||||
Ending balance, amount at Sep. 30, 2018 | $ 14,368 | 2,192,624 | 13,446 | (2,252,208) | (31,770) | 10,872 | (20,898) | |
Beginning balance, shares at Jun. 30, 2018 | 140,000,000 | |||||||
Beginning balance, amount at Jun. 30, 2018 | $ 14,000 | 0 | (3,730) | (1,371,277) | (1,361,007) | 0 | (1,361,007) | |
Shares issued for acquisition of legal acquirer, shares | 2,663,135 | |||||||
Shares issued for acquisition of legal acquirer, amount | $ 266 | (319,234) | (318,968) | (318,968) | ||||
Fractional shares from reverse splits | 26 | |||||||
Capital injection from shareholder | 152,726 | 152,726 | 152,726 | |||||
Shares issued for acquisition of subsidiaries, shares | 1,020,000 | |||||||
Shares issued for acquisition of subsidiaries, amount | $ 102 | 2,039,898 | 2,040,000 | 2,040,000 | ||||
Non-controlling interest from acquisition | 10,872 | 10,872 | ||||||
Foreign currency translation adjustment | 17,176 | 17,176 | 17,176 | |||||
Net (loss) income for the period | (561,697) | |||||||
Ending balance, shares at Sep. 30, 2018 | 142,683,161 | |||||||
Ending balance, amount at Sep. 30, 2018 | $ 14,368 | 2,192,624 | 13,446 | (2,252,208) | (31,770) | 10,872 | (20,898) | |
Beginning balance, shares at Mar. 31, 2019 | 210,704,160 | |||||||
Beginning 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 |
Amortization of stock-based compensation | 10,936,760 | (107,521) | 10,829,239 | 10,829,239 | ||||
Capital injection from shareholder | 0 | |||||||
Non-controlling interest from acquisition | 3,569 | 3,569 | ||||||
Foreign currency translation adjustment | (53,948) | (53,948) | (53,948) | |||||
Net (loss) income for the period | (7,041,626) | (7,041,626) | 64,608 | (6,977,018) | ||||
Ending balance, shares at Sep. 30, 2019 | 210,704,160 | |||||||
Ending balance, amount at Sep. 30, 2019 | $ 21,070 | 136,227,920 | 0 | (141,380) | (132,182,904) | 3,924,706 | (37,892) | 3,886,814 |
Beginning balance, shares at Jun. 30, 2019 | 210,704,160 | |||||||
Beginning balance, amount at Jun. 30, 2019 | $ 21,070 | 136,227,920 | 0 | 17,192 | (131,997,443) | 4,268,739 | (90,408) | 4,178,331 |
Foreign currency translation adjustment | (158,572) | (158,572) | 3,569 | (155,003) | ||||
Net (loss) income for the period | (185,461) | (185,461) | 48,957 | (136,514) | ||||
Ending balance, shares at Sep. 30, 2019 | 210,704,160 | |||||||
Ending balance, amount at Sep. 30, 2019 | $ 21,070 | $ 136,227,920 | $ 0 | $ (141,380) | $ (132,182,904) | $ 3,924,706 | $ (37,892) | $ 3,886,814 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (6,977,018) | $ (801,760) |
Adjustments for: | ||
Amortization of intangible assets | 137,383 | 25,926 |
Depreciation of property, plant and equipment | 98,020 | 62,933 |
Stock based compensation | 10,829,239 | 0 |
Gain on disposal of property, plant and equipment | (3,599) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,358,303 | 0 |
Deposits, prepayment and other receivable | (986,651) | (1,091,592) |
Amounts due from related companies | 0 | (142,290) |
Accounts payable | 1,936,453 | (389,225) |
Accrued liabilities and account payables | (299,338) | 453,738 |
Commission liabilities | (605,397) | (27,849) |
Deferred revenue | (6,456,749) | 1,074,024 |
Purchase deposit | (502,971) | 0 |
Income tax payable | 6,807 | (312,888) |
Net cash generated from (used in) operating activities | 2,534,482 | (1,148,983) |
Cash flows from investing activities: | ||
Proceeds from disposal of property, plant and equipment | 52,596 | 0 |
Purchase of property, plant and equipment | (94,837) | (30,142) |
Purchase of intangible assets | 0 | (185,090) |
Cash from acquisition of subsidiaries | 0 | 37,576 |
Net cash used in investing activities | (42,241) | (177,656) |
Cash flow from financing activities: | ||
Capital injection | 0 | 152,726 |
Proceeds from (repayment to) a director | (72,858) | 33,816 |
Proceeds from related parties | 5,452 | 0 |
Repayment of finance lease | (98,792) | (54,597) |
Net cash (used in) generated from financing activities | (166,198) | 131,945 |
Foreign currency translation adjustment | (47,520) | (84,759) |
Net change in cash and cash equivalents | 2,278,523 | (1,279,453) |
BEGINNING OF PERIOD | 691,331 | 1,536,980 |
END OF PERIOD | 2,969,854 | 257,527 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for income taxes | 92,227 | 0 |
Cash paid for interest | $ 44,565 | $ 1,699 |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE —1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the consolidated balance sheet as of March 31, 2019 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2020 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended March 31, 2019. |
2. Description of Business and
2. Description of Business and Organization | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | NOTE—2 DESCRIPTION OF BUSINESS AND ORGANIZATION Noble Vici Group, Inc. (the “Company”), formerly known as Gold Union Inc., was incorporated under the laws of the State of Delaware on July 6, 2010 under the name of Advanced Ventures Corp. Effective January 6, 2014, the Company changes its name to “Gold Union Inc.” Effective March 26, 2019, the Company changes its current name to Noble Vici Group, Inc (“NVGI”). The Company is currently engaged in the IoT, Big Data, Blockchain and E-commerce business. NOBLE VICI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Noble Vici Pte Ltd Republic of Singapore Holding company S$200,001 100% Noble Infotech Applications Pte Ltd Republic of Singapore Development of software for interactive digital media and software consultancy S$ 1 100% Noble Digital Apps Sendirian Berhad Federation of Malaysia Digital apps and big data business MYR1,000 51% The Digital Agency Pte. Ltd. Republic of Singapore Business and management consultancy services $1 51% Venvici Pte Ltd Republic of Singapore Business and management consultancy services on e-commerce service S$100,000 100% Venvici Ltd Republic of Seychelles Business and management consultancy services on e-commerce service US$50,000 100% Ventrepreneur (SG) Pte Ltd Republic of Singapore Online retailing S$10,000 100% UB45 Pte Limited Republic of Singapore Investment holding S$10,000 100% ToroV System Private Limited Republic of Singapore IoT Retailing S$10,000 51% VMore Holding Limited New Zealand New Zealand holding company NZ$10,000 100% VMore Merchants Pte Ltd Republic of Singapore Merchants onboarding S$1,000 100% AIM System Pte Ltd Republic of Singapore Affiliate System Provider S$1,000 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE—3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. l Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). l Basis of consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. l Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. Significant estimates in the six months ended September 30, 2019 and 2018 include the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of goodwill and the value of stock-based compensation. l Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. l Accounts receivable Accounts receivable consist of amounts due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts receivable based on past collection history, age, account payment status compared to invoice payment terms and specific individual risks identified. The delinquency of a receivable account is determined based on these factors. The Company does not accrue interest on aged accounts receivable. As of September 30, 2019, there were no allowances for doubtful accounts. l Intangible assets Intangible assets represented the acquired game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of 3 years. l Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful lives Building 38 years or lesser than term of lease Leasehold improvements 3-10 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the three months ended September 30, 2019 and 2018 were $48,255 and $31,653, as part of operating expenses, respectively. Depreciation expense for the six months ended September 30, 2019 and 2018 were $98,020 and $62,933, as part of operating expenses, respectively. l Impairment of long-lived assets In accordance with Accounting Standards Codification ("ASC") Topic 360-10-5, “ Impairment or Disposal of Long-Lived Assets l Revenue recognition Revenue is recognized when it is realized or realizable and earned, in accordance with ASC 605 Revenue Recognition The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC 605-45 Revenue Recognition - Principal Agent Considerations l Commission credits The Company maintains a membership program, whereby certain members earn commission credits, based on the sales volume of certain other members who are sponsored directly or indirectly by the member. Commission credits are redeemable on future spending of the products purchased or playing online games. Commission credits are recorded and classified as operating expense when the products are delivered and revenue is recognized. The estimated liability for unredeemed commission credit is included in commission liability on the accompanying balance sheets. Management reviews the adequacy for the accrual for unredeemed commission credits by periodically evaluating the historical redemption and projected trends. l Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. l Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and six months ended September 30, 2019 and 2018. l Finance leases Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest” l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from S$ into US$1 has been made at the following exchange rates for the period ended September 30, 2019 and 2018: September 30, 2019 September 30, 2018 Period-end S$:US$1 exchange rate 1.3821 1.3666 Period average S$:US$1 exchange rate 1.3689 1.3507 l Comprehensive income ASC Topic 220, “ Comprehensive Income l Segment reporting ASC Topic 280, “ Segment Reporting l 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. l 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. l Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB ASC establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB ASC are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. l Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March 2019, the FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain modifications and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. In addition, the Company elected the land easement transition practical expedient and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease. The adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of January 1, 2019. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment. ASU 2018-07 aligns the accounting for share based payments granted to non-employees with that of share based payments granted to employees. The Company early adopted ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
4. Revenue
4. Revenue | 6 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE—4 REVENUE Six months ended September 30, 2019 2018 Products sales, as principal $ 7,662,846 $ 1,783 Products sales, as agent (net basis) 3,289,494 700,813 Training service 1,249,510 – Other operating revenue 409,034 260,901 $ 12,610,884 $ 963,497 |
5. Intangible Assets
5. Intangible Assets | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE—5 INTANGIBLE ASSETS September 30, 2019 March 31, 2019 (Audited) Gaming right and software Gross carrying value $ 1,214,398 $ 1,238,254 Less: accumulated amortization (795,120 ) (671,992 ) Net carrying value 419,278 566,262 Non-amortising portion – – Intangible assets, net $ 419,278 $ 566,262 Amortization expense for the three months ended September 30, 2019 and 2018 were $68,388 and $14,778, as part of operating expenses, respectively. Amortization expense for the six months ended September 30, 2019 and 2018 were $137,383 and $25,926, as part of operating expenses, respectively. The following table outlines the annual amortization expense for the next two years: Years ending September 30: 2020 $ 272,149 2021 147,129 Total $ 419,278 |
6. Amount Due From A Third Part
6. Amount Due From A Third Party | 6 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Amount Due From A Third Party | NOTE—6 AMOUNT DUE FROM A THIRD PARTY As of September 30, 2019, the Company made temporary advance of $217,064 to a third party, which is secured by the stocks held and becomes mature on or before 31 December 2019. Interest is charged at the rate of 5% per annum. |
7. Amount Due To A Director
7. Amount Due To A Director | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Amount Due To A Director | NOTE—7 AMOUNTS DUE TO A DIRECTOR As of September 30, 2019, amount due to a director of the Company, Mr. TANG Wai Chong Eldee, which was unsecured, interest-free and had no fixed terms of repayment. Imputed interest from related party loan is not significant. |
8. Amount Due to a Related Part
8. Amount Due to a Related Party | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Amount Due to related party | NOTE—8 AMOUNTS DUE TO A RELATED PARTY As of September 30, 2019, the Company owed the amount of $280,317 due to the former shareholder of the Company, Miss Kao. The balance is unsecured, interest-free and has no fixed terms of repayment. Imputed interest from related party loan is not significant. |
9. Obligations Under Finance Le
9. Obligations Under Finance Leases | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Obligations Under Finance Leases | NOTE—9 OBLIGATIONS UNDER FINANCE LEASES The Company purchased several motor vehicles and properties under finance lease agreements with the effective interest rate ranging from 3.75% to 22.8% per annum, due through March 10, 2026, with principal and interest payable monthly. The obligations under the finance leases are as follows: September 30, 2019 March 31, 2019 Finance lease $ 2,893,668 $ 3,089,747 Less: interest expense (779,309 ) (834,082 ) Net present value of finance lease $ 2,114,359 $ 2,255,665 Current portion $ 245,863 $ 246,957 Non-current portion 1,868,496 2,008,708 Total $ 2,114,359 $ 2,255,665 As of September 30, 2019, the maturities of the finance leases for each of the five years and thereafter are as follows: Years ending September 30: 2020 $ 245,863 2021 245,863 2022 237,637 2023 234,324 2024 234,324 Thereafter 916,348 Total $ 2,114,359 Included in the consolidated balance sheet as of September 30, 2019 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $3,458,640 and $115,871, respectively. Included in the consolidated balance sheet as of September 30, 2018 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $260,000 and $89,577, respectively. The building under finance lease is personally guaranteed by the director of the Company, Eldee Tang. |
10. Income Tax
10. Income Tax | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE—10 INCOME TAX The Company generated an operating loss for the six months ended September 30, 2019 and 2018, recorded tax expenses of $11,224 for the six months ended September 30, 2019. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows: United States of America NVGI is registered in the State of Delaware and is subject to United States of America tax law. No provision for income taxes have been made as NVGI has generated no taxable income for the periods presented. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the period presented. As of September 30, 2019, the Company incurred $885,009 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $185,852 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Republic of Singapore The Company’s operating subsidiaries are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. The Company’s subsidiary in Republic of Seychelles is also subject to the Singapore corporate income tax regime. The reconciliation of income tax rate to the effective income tax rate based on income (loss) before income taxes for the six months ended September 30, 2019 and 2018 are as follows: Six months ended September 30, 2019 2018 Income (loss) before income taxes $ 3,962,418 $ (801,760 ) Statutory income tax rate 17% 17% Income tax expense at statutory rate 673,611 (136,299 ) Tax effect of (non-taxable income) non-deductible expenses (662,387 ) 136,299 Income tax expense $ 11,224 $ – |
11. Related Party Transactions
11. Related Party Transactions | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE—11 RELATED PARTY TRANSACTIONS From time to time, the stockholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant. Royalty charges and marketing expenses paid to a related company totaled $140,774 and $53,131, for the three months ended September 30, 2019 and 2018. Royalty charges and marketing expenses paid to a related company totaled $331,356 and $242,146, for the six months ended September 30, 2019 and 2018. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
12. Concentrations of Risk
12. Concentrations of Risk | 6 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | NOTE—12 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three and six months ended September 30, 2019 and 2018, there is no single customer representing more than 10% of the Company’s revenue. (b) Major vendors For the three months ended September 30, 2019, this is one single vendor representing more than 10% of the Company’s purchase. This vendor (Vendor A) accounted for 64% of the Company’s purchase amounting to $1,035,549 with $1,900,529 of accounts payable. Three Months Ended September 30, 2019 Vendors Purchase Accounts Payable Vendor A $ 1,035,549 $ 1,900,529 Eldee Tang, our Chief Executive Officer and Director, owns 49% of Vendor A. For the three months ended September 30, 2018, there were no vendors representing more than 10% of the Company’s purchase. For the six months ended September 30, 2019, this is one single vendor representing more than 10% of the Company’s purchase. This vendor (Vendor A) accounted for 17% of the Company’s purchase amounting to $1,035,549 with $1,900,529 of accounts payable. Six Months Ended September 30, 2019 Vendors Purchase Accounts Payable Vendor A $ 1,035,549 $ 1,900,529 Eldee Tang, our Chief Executive Officer and Director, owns 49% of Vendor A. For the six months ended September 30, 2018, there were no vendors representing more than 10% of the Company’s purchase. The Company considers its business activities to constitute one single reportable segment. The Company’s chief operating decision makers use consolidated results to make operating and strategic decisions. The geographic distribution analysis of the Company’s revenues by region is as follows: Three months ended September 30, 2019 2018 China $ 121,954 $ 252,557 Singapore 1,917,996 110,786 Malaysia 400,551 – Philippines 44,014 – Thailand 46,056 – Indonesia 90,916 – Other countries in Asia Pacific 116,767 1,009 $ 2,738,254 $ 364,352 Six months ended September 30, 2019 2018 China $ 216,630 $ 700,813 Singapore 5,471,751 260,901 Malaysia 3,647,045 – Philippines 1,646,602 – Thailand 797,854 – Indonesia 397,016 – Other countries in Asia Pacific 433,986 1,783 $ 12,610,884 $ 963,497 All of the Company’s long-lived assets are located in Singapore. (c) Interest rate risk As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from borrowings under finance leases. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of September 30, 2019, borrowing under finance lease was at fixed rates. (d) Economic and political risk The Company’s major operations are conducted in Republic of Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations. (e) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
13. Commitments and Contingenci
13. Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE—13 COMMITMENTS AND CONTINGENCIES (a) Operating lease commitments During the three and six months ended September 30, 2019 and 2018, the Company leased its properties under operating leases. The leases typically commence for a period ranging for 1 to 3 years. None of the leases includes contingent rentals. As of September 30, 2019, the Company has future rental payables under non-cancellable operating leases of $37,473 in the next twelve months. (b) Capital commitment On April 1, 2019, the Company entered into a binding Memorandum of Understanding (the “MOU”) with Eldee Wai Chong Tang, our Chief Executive Officer and Director, whereby we agreed to reorganize Elusyf Global Private Limited, a Singapore corporation (“EGPL”), into the Company in accordance with the terms of the MOU. Upon the consummation of such reorganization, EGPL will become a 51% owned subsidiary of the Company. EGPL is engaged in the business of marketing and distribution of health and beauty products, such as Elusyf Mitos Activa and Cell Activa Phytomask, among other offerings, through its wide network of channels. The consummation of the acquisition is subject to the satisfactory completion of financial, tax and legal due diligence of EGPL by the Company, among other conditions. The Company is in the process of completing its due diligence review of EGPL and has not yet consummated the acquisition. The Company’s director, Mr. Tang owns Fifty-Nine Thousand Nine Hundred Eighty (59,980) ordinary shares of EGPL, representing 51% of the issued and outstanding securities of EGPL. It is considered as related party transaction. |
14. Subsequent Events
14. Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE—14 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On October 8, 2019, the Company approved the issuance of 100,000 shares of its common stock to its legal counsel for legal services provided to the Company. These shares were subsequently issued on October 18, 2019. |
3. Summary of Significant Acc_2
3. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | l Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Basis of consolidation | l Basis of consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Use of estimates and assumptions | l Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. Significant estimates in the six months ended September 30, 2019 and 2018 include the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of goodwill and the value of stock-based compensation. |
Cash and cash equivalents | l Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Account receivable | l Accounts receivable Accounts receivable consist of amounts due from customers in connection with our normal business activities and are carried at sales value less allowance for doubtful accounts. The allowance for doubtful accounts is established to reflect the expected losses of accounts receivable based on past collection history, age, account payment status compared to invoice payment terms and specific individual risks identified. The delinquency of a receivable account is determined based on these factors. The Company does not accrue interest on aged accounts receivable. As of September 30, 2019, there were no allowances for doubtful accounts. |
Intangible assets | l Intangible assets Intangible assets represented the acquired game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of 3 years. |
Property, plant and equipment | l Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful lives Building 38 years or lesser than term of lease Leasehold improvements 3-10 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the three months ended September 30, 2019 and 2018 were $48,255 and $31,653, as part of operating expenses, respectively. Depreciation expense for the six months ended September 30, 2019 and 2018 were $98,020 and $62,933, as part of operating expenses, respectively. |
Impairment of long-lived assets | l 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 | l Revenue recognition Revenue is recognized when it is realized or realizable and earned, in accordance with ASC 605 Revenue Recognition The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC 605-45 Revenue Recognition - Principal Agent Considerations |
Commission credits | l Commission credits The Company maintains a membership program, whereby certain members earn commission credits, based on the sales volume of certain other members who are sponsored directly or indirectly by the member. Commission credits are redeemable on future spending of the products purchased or playing online games. Commission credits are recorded and classified as operating expense when the products are delivered and revenue is recognized. The estimated liability for unredeemed commission credit is included in commission liability on the accompanying balance sheets. Management reviews the adequacy for the accrual for unredeemed commission credits by periodically evaluating the historical redemption and projected trends. |
Income taxes | l 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 | l Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and six months ended September 30, 2019 and 2018. |
Finance leases | l Finance leases Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest” |
Foreign currencies translation | l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from S$ into US$1 has been made at the following exchange rates for the period ended September 30, 2019 and 2018: September 30, 2019 September 30, 2018 Period-end S$:US$1 exchange rate 1.3821 1.3666 Period average S$:US$1 exchange rate 1.3689 1.3507 |
Comprehensive income | l Comprehensive income ASC Topic 220, “ Comprehensive Income |
Segment reporting | l Segment reporting ASC Topic 280, “ Segment Reporting |
Related parties | l 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 | l 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 | l Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB ASC establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB ASC are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | l Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March 2019, the FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain modifications and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. In addition, the Company elected the land easement transition practical expedient and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease. The adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of January 1, 2019. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment. ASU 2018-07 aligns the accounting for share based payments granted to non-employees with that of share based payments granted to employees. The Company early adopted ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
2. Description of Business an_2
2. Description of Business and Organization (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiaries | Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Noble Vici Pte Ltd Republic of Singapore Holding company S$200,001 100% Noble Infotech Applications Pte Ltd Republic of Singapore Development of software for interactive digital media and software consultancy S$ 1 100% Noble Digital Apps Sendirian Berhad Federation of Malaysia Digital apps and big data business MYR1,000 51% The Digital Agency Pte. Ltd. Republic of Singapore Business and management consultancy services $1 51% Venvici Pte Ltd Republic of Singapore Business and management consultancy services on e-commerce service S$100,000 100% Venvici Ltd Republic of Seychelles Business and management consultancy services on e-commerce service US$50,000 100% Ventrepreneur (SG) Pte Ltd Republic of Singapore Online retailing S$10,000 100% UB45 Pte Limited Republic of Singapore Investment holding S$10,000 100% ToroV System Private Limited Republic of Singapore IoT Retailing S$10,000 51% VMore Holding Limited New Zealand New Zealand holding company NZ$10,000 100% VMore Merchants Pte Ltd Republic of Singapore Merchants onboarding S$1,000 100% AIM System Pte Ltd Republic of Singapore Affiliate System Provider S$1,000 100% |
3. Summary of Significant Acc_3
3. Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Expected useful lives | Expected useful lives Building 38 years or lesser than term of lease Leasehold improvements 3-10 years or lesser than term of lease Furniture and fittings 3 years Office equipment and computers 1- 3 years Motor vehicle 2 years |
Schedule of exchange rates | September 30, 2019 September 30, 2018 Period-end S$:US$1 exchange rate 1.3821 1.3666 Period average S$:US$1 exchange rate 1.3689 1.3507 |
4. Revenue (Tables)
4. Revenue (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue breakdown | Six months ended September 30, 2019 2018 Products sales, as principal $ 7,662,846 $ 1,783 Products sales, as agent (net basis) 3,289,494 700,813 Training service 1,249,510 – Other operating revenue 409,034 260,901 $ 12,610,884 $ 963,497 |
5. Intangible Assets (Tables)
5. Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, 2019 March 31, 2019 (Audited) Gaming right and software Gross carrying value $ 1,214,398 $ 1,238,254 Less: accumulated amortization (795,120 ) (671,992 ) Net carrying value 419,278 566,262 Non-amortising portion – – Intangible assets, net $ 419,278 $ 566,262 |
Annual amortization expense | Years ending September 30: 2020 $ 272,149 2021 147,129 Total $ 419,278 |
9. Obligations Under Finance _2
9. Obligations Under Finance Leases (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Obligations under finance lease | September 30, 2019 March 31, 2019 Finance lease $ 2,893,668 $ 3,089,747 Less: interest expense (779,309 ) (834,082 ) Net present value of finance lease $ 2,114,359 $ 2,255,665 Current portion $ 245,863 $ 246,957 Non-current portion 1,868,496 2,008,708 Total $ 2,114,359 $ 2,255,665 |
Future maturities of finance leases | Years ending September 30: 2020 $ 245,863 2021 245,863 2022 237,637 2023 234,324 2024 234,324 Thereafter 916,348 Total $ 2,114,359 |
10. Income Tax (Tables)
10. Income Tax (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | Six months ended September 30, 2019 2018 Income (loss) before income taxes $ 3,962,418 $ (801,760 ) Statutory income tax rate 17% 17% Income tax expense at statutory rate 673,611 (136,299 ) Tax effect of (non-taxable income) non-deductible expenses (662,387 ) 136,299 Income tax expense $ 11,224 $ – |
12. Concentrations of Risk (Tab
12. Concentrations of Risk (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of risk | For the three months ended September 30, 2019, this is one single vendor representing more than 10% of the Company’s purchase. This vendor (Vendor A) accounted for 64% of the Company’s purchase amounting to $1,035,549 with $1,900,529 of accounts payable. Three Months Ended September 30, 2019 Vendors Purchase Accounts Payable Vendor A $ 1,035,549 $ 1,900,529 For the six months ended September 30, 2019, this is one single vendor representing more than 10% of the Company’s purchase. This vendor (Vendor A) accounted for 17% of the Company’s purchase amounting to $1,035,549 with $1,900,529 of accounts payable. Six Months Ended September 30, 2019 Vendors Purchase Accounts Payable Vendor A $ 1,035,549 $ 1,900,529 |
Geographic distribution of revenues | Three months ended September 30, 2019 2018 China $ 121,954 $ 252,557 Singapore 1,917,996 110,786 Malaysia 400,551 – Philippines 44,014 – Thailand 46,056 – Indonesia 90,916 – Other countries in Asia Pacific 116,767 1,009 $ 2,738,254 $ 364,352 Six months ended September 30, 2019 2018 China $ 216,630 $ 700,813 Singapore 5,471,751 260,901 Malaysia 3,647,045 – Philippines 1,646,602 – Thailand 797,854 – Indonesia 397,016 – Other countries in Asia Pacific 433,986 1,783 $ 12,610,884 $ 963,497 |
2. Description of Business an_3
2. Description of Business and Organization (Details) | 6 Months Ended |
Sep. 30, 2019 | |
Name of entities | Noble Vici Group, Inc. |
Noble Vici Pte Ltd [Member] | |
Name of entities | Noble Vici Pte Ltd |
Place of incorporation | Republic of Singapore |
Nature of business | Holding Company |
Issued capital | S$200,001 |
Effective interest held | 100.00% |
Noble Infotech Applications Pte Ltd [Member] | |
Name of entities | Noble Infotech Applications Pte Ltd |
Place of incorporation | Republic of Singapore |
Nature of business | Development of software for interactive digital media and software consultancy |
Issued capital | S$ 1 |
Effective interest held | 100.00% |
Noble Digital Apps Sendirian Berhad [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% |
The Digital Agency 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 Pte Ltd [Member] | |
Name of entities | Venvici Pte Ltd |
Place of incorporation | Republic of Signapore |
Nature of business | Business and management consultancy services on e-commerce service |
Issued capital | S$100,000 |
Effective interest held | 100.00% |
Venvici 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 (SG) 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% |
ToroV System Private Limited [Member] | |
Name of entities | ToroV System Private Limited |
Place of incorporation | Republic of Singapore |
Nature of business | IoT Retailing |
Issued capital | S$10,000 |
Effective interest held | 51.00% |
VMore Holding Limited [Member] | |
Name of entities | VMore Holding Limited |
Place of incorporation | New Zealand |
Nature of business | New Zealand holding company |
Issued capital | NZ$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$1,000 |
Effective interest held | 100.00% |
3. Summary of Significant Acc_4
3. Summary of Significant Accounting Policies (Details - Useful lives) | 6 Months Ended |
Sep. 30, 2019 | |
Building [Member] | |
Esimated useful lives | 38 years or lesser than term of lease |
Leasehold Improvements [Member] | |
Esimated useful lives | 3-10 years or lesser than term of lease |
Furniture and Fittings [Member] | |
Esimated useful lives | 3 years |
Office Equipment and computers [Member] | |
Esimated useful lives | 1-3 years |
Motor Vehicle [Member] | |
Esimated useful lives | 2-3.33 years |
3. Summary of Significant Acc_5
3. Summary of Significant Accounting Policies (Details - Translation amounts) - Singapore, Dollars | Sep. 30, 2019 | Sep. 30, 2018 |
Period End [Member] | ||
Foreign Currency Exchange Rate Translation | 1.3821 | 1.3666 |
Period Average [Member] | ||
Foreign Currency Exchange Rate Translation | 1.3689 | 1.3507 |
3. Summary of Significant Acc_6
3. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Impairment loss | $ 0 | |||
Uncertain tax positions | $ 0 | $ 0 | 0 | $ 0 |
Allowance for doubtful accounts | 0 | 0 | ||
Depreciation expense | $ 48,255 | $ 31,653 | $ 98,020 | $ 62,933 |
Intangible asset useful life | 3 years |
4. Revenue (Details)
4. Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | $ 2,738,254 | $ 364,352 | $ 12,610,884 | $ 963,497 |
Product sales, as principal [Member] | ||||
Revenues | 7,662,846 | 1,783 | ||
Produce sales, as agent [Member] | ||||
Revenues | 3,289,494 | 700,813 | ||
Training Service [Member] | ||||
Revenues | 1,249,510 | 0 | ||
Other operating revenue [Member] | ||||
Revenues | $ 409,034 | $ 260,901 |
5. Intangible Assets (Details)
5. Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Less: accumulated amortization | $ (795,120) | $ (671,992) |
Finite lived intangible assets, net | 419,278 | 566,262 |
Non-amortizing portion | 0 | 0 |
Intangible assets, net | $ 419,278 | $ 566,262 |
5. Intangible Assets (Details -
5. Intangible Assets (Details - Amortization expense) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization year ending 2020 | $ 272,149 | |
Amortization year ending 2021 | 147,129 | |
Amortization year ending total | $ 419,278 | $ 566,262 |
5. Intangible Assets (Details N
5. Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 68,388 | $ 14,778 | $ 137,383 | $ 25,926 |
6. Amount Due From A Third Pa_2
6. Amount Due From A Third Party (Details Narrative) | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Receivables [Abstract] | |
Payment for receivable | $ 217,064 |
Interest rate | 5.00% |
Note receivable maturity date | Dec. 31, 2019 |
8. Amounts Due to a Related Par
8. Amounts Due to a Related Party (Details Narrative) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Amount due to related party | $ 280,317 | $ 280,317 |
Miss Kao [Member] | ||
Amount due to related party | $ 280,317 |
9. Obligations Under Finance _3
9. Obligations Under Finance Leases (Details - Finance leases) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Leases [Abstract] | ||
Finance lease, gross | $ 2,893,668 | $ 3,089,747 |
Less: interest expense | (779,309) | (834,082) |
Net present value of finance lease | 2,114,359 | 2,255,665 |
Current portion | 245,863 | 246,957 |
Non-current portion | 1,868,496 | 2,008,708 |
Total finance lease | $ 2,114,359 | $ 2,255,665 |
9. Obligations Under Finance _4
9. Obligations Under Finance Leases (Details - Finance lease maturities) | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Finance lease obligation due 2020 | $ 245,863 |
Finance lease obligation due 2021 | 245,863 |
Finance lease obligation due 2022 | 237,637 |
Finance lease obligation due 2023 | 234,324 |
Finance lease obligation due 2024 | 234,324 |
Finance lease obligation Thereafter | 916,348 |
Finance lease obligation | $ 2,114,359 |
9. Obligations Under Finance _5
9. Obligations Under Finance Leases (Details Narrative) - Finance Lease [Member] - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 |
Capitalized equipment cost | $ 3,458,640 | $ 260,000 | |
Accumulated depreciation of capitalized leases | $ 115,871 | $ 89,577 | |
Minimum [Member] | |||
Finance lease rate | 3.75% | ||
Maximum [Member] | |||
Finance lease rate | 22.80% |
10. Income Taxes (Details)
10. Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Loss before income taxes | $ (136,514) | $ (561,697) | $ (6,977,018) | $ (801,760) |
Income tax expense | $ 6,629 | $ 0 | 11,224 | 0 |
SINGAPORE | ||||
Loss before income taxes | $ 3,962,418 | $ (801,760) | ||
Statutory income tax rate | 17.00% | 17.00% | ||
Income subject to tax | $ 673,611 | $ (136,299) | ||
Tax effect of (non-taxable income) non-deductible expenses | (662,387) | 136,299 | ||
Income tax expense | $ 11,224 | $ 0 |
10. Income Taxes (Details Narra
10. Income Taxes (Details Narrative) | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 885,009 |
Operating loss beginning expiration date | Dec. 31, 2039 |
Deferred tax assets | $ 185,582 |
11. Related Party Transactions
11. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Royalty and Marketing Expense [Member] | ||||
Costs paid to related party | $ 140,774 | $ 53,131 | $ 331,356 | $ 242,146 |
12. Concentrations of Risk (Det
12. Concentrations of Risk (Details - Concentrations) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | |
Accounts Payable | $ 1,918,003 | $ 1,918,003 | $ 0 |
Purchases [Member] | Vendor A [Member] | |||
Concentration risk percentage | 64.00% | 17.00% | |
Cost of goods - purchases | $ 1,035,549 | ||
Accounts Payable | $ 1,900,529 | $ 1,900,529 | |
Accounts Payable [Member] | Vendor A [Member] | |||
Concentration risk percentage | 64.00% | 17.00% | |
Cost of goods - purchases | $ 1,035,549 |
12. Concentrations of Risk (D_2
12. Concentrations of Risk (Details - Geographic distribution) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | $ 2,738,254 | $ 364,352 | $ 12,610,884 | $ 963,497 |
CHINA | ||||
Revenues | 121,954 | 252,557 | 216,630 | 700,813 |
SINGAPORE | ||||
Revenues | 1,917,996 | 110,786 | 5,471,751 | 260,901 |
MALAYSIA | ||||
Revenues | 400,551 | 0 | 3,647,045 | 0 |
PHILIPPINES | ||||
Revenues | 44,014 | 0 | 1,646,602 | 0 |
THAILAND | ||||
Revenues | 46,056 | 0 | 797,854 | 0 |
INDONESIA | ||||
Revenues | 90,916 | 0 | 397,016 | 0 |
Asia Pacific [Member] | ||||
Revenues | $ 116,767 | $ 1,009 | $ 433,986 | $ 1,783 |
13. Commitments and Contingen_2
13. Commitments and Contingencies (Details Narrative) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Future non-cancellable operating lease commitment | $ 37,473 |