NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
NOTE
– 1 BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated
financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United
States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures
normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate
to make the information not misleading.
In the opinion of management, the consolidated
balance sheet as of March 31, 2018 which has been derived from audited financial statements and these unaudited condensed consolidated
financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods
presented. The results for the period ended September 30, 2018 are not necessarily indicative of the results to be expected for
the entire fiscal year ending March 31, 2019 or for any future period.
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 changed its name to “Gold Union Inc.” Effective March 26, 2018,
the Company changed its current name, Noble Vici Group, Inc (“NVGI”).
On August 8, 2018, the Company executed
a Share Exchange Agreement (“the “Share Exchange Agreement”) with Noble Vici Private Limited, a corporation organized
under the laws of Singapore (“NVPL”), and Eldee Tang, the sole shareholder, Chief Executive Officer and Director of
NVPL. Pursuant to the Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of the NVPL, representing
1,000,001 ordinary shares of NVPL, in exchange for 140,000,000 shares of its common stock. The Company consummated the acquisition
of NVPL on August 8, 2018. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D
and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholder of NVPL.
Prior to the acquisition, the Company
was considered a shell company due to its nominal assets and limited operations. Upon the acquisition, NVPL comprised the ongoing
operations of the combined entity and its senior management served as the senior management of the combined entity. NVPL was deemed
to be the accounting acquirer for accounting purposes. The transaction was treated as a recapitalization of the Company. Accordingly,
the consolidated assets, liabilities and results of operations of the Company became the historical financial statements of NVPL,
and the Company’s assets, liabilities and results of operations were consolidated with NVPL beginning on the acquisition
date. NVPL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be
the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting
acquirer (NVPL). Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated
(a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the
acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the
assets and liabilities, the operations and cash flow of the accounting acquirer.
The Company is currently engaged in the
IoT, Big Data, Blockchain and E-commerce business.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(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 Signapore
|
|
Business and management consultancy services
|
|
$1
|
|
51%
|
|
|
|
|
|
|
|
|
|
Venvici Pte Ltd
|
|
Republic of Singapore
|
|
Business and management consultancy services on e-commerce service
|
|
S$100,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Venvici Ltd
|
|
Republic of Seychelles
|
|
Business and management consultancy services on e-commerce service
|
|
US$50,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Ventrepreneur (SG) Pte Ltd
|
|
Republic of Singapore
|
|
Online retailing
|
|
S$10,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
UB45 Pte Limited
|
|
Republic of Singapore
|
|
Investment holding
|
|
S$10,000
|
|
100%
|
The Company and its subsidiaries are hereinafter
referred to as (the “Company”).
NOTE
– 3 GOING CONCERN UNCERTAINTIES
The accompanying condensed consolidated
financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
From its inception, the Company has suffered
from continuous losses with an accumulated deficit of $2,252,204 as of September 30, 2018 and experienced negative cash flows from
operations. The continuation of the Company as a going concern through September 30, 2019 is dependent upon the continued financial
support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However,
there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.
These and other factors raise substantial
doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not
include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities
that may result in the Company not being able to continue as a going concern.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
NOTE
–
4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed consolidated financial statements
reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying
condensed consolidated financial statements and notes.
These accompanying condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”).
The condensed consolidated financial statements
include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company
have been eliminated upon consolidation.
|
·
|
Use of estimates and assumptions
|
In preparing these condensed consolidated
financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.
|
·
|
Cash and cash equivalents
|
Cash and cash equivalents are carried at
cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments
with an original maturity of three months or less as of the purchase date of such investments.
Intangible assets represented the acquired
game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its
intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator
for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of
3 years.
|
·
|
Property, plant and equipment
|
Property, plant and equipment are stated
at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line
basis over the following expected useful lives from the date on which they become fully operational and after taking into account
their estimated residual values:
|
|
Expected useful lives
|
|
Leasehold improvements
|
|
3 years or lesser than term of lease
|
|
Furniture and fittings
|
|
3 years
|
|
Office equipment and computers
|
|
1- 3 years
|
|
Motor vehicle
|
|
2 years
|
|
Expenditures for repairs and maintenance
are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is recognized in the results of operations.
Depreciation expense for the three months
ended September 30, 2018 and 2017 were $31,653 and $11,540, as part of operating expenses, respectively.
Depreciation expense for the six months
ended September 30, 2018 and 2017 were $62,933 and $28,952, as part of operating expenses, respectively.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
|
·
|
Impairment of long-lived assets
|
In accordance with Accounting Standards
Codification ("ASC") Topic 360-10-5, “
Impairment or Disposal of Long-Lived Assets
”, the Company reviews
its long-lived assets, including property, plant and equipment, as well as intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable or that useful lives are
no longer appropriate. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the
asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment
charge as of September 30, 2018.
Revenue is recognized when it is realized
or realizable and earned, in accordance with ASC 605
Revenue Recognition
(“ASC 605”). Revenue from the sale
of products is recognised when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability
is reasonably assured. Product sales are recorded net of good and service taxes and product returns.
The Company records revenues from the sales
of third-party products on a “gross” basis pursuant to ASC 605-45
Revenue Recognition - Principal Agent Considerations
,
when we are the primary obligor in the arrangement with the end customer and have the risks and rewards as principal in the transaction,
such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these
indicators have not been met, or if indicators of net revenue reporting specified in ASC 605-45 are present in the arrangement,
revenue is recognized net of related direct costs.
The liability “deferred revenue”
represents the products are not collected by the customers, which will be earned as revenues when the collection is completed.
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.
The Company adopted the ASC 740
Income
tax
provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material
adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
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.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
|
·
|
Uncertain tax positions
|
The Company did not take any uncertain
tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25
for the three and six months ended September 30, 2018 and 2017.
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$, in accordance with ASC Topic 830-30, “
Translation of Financial
Statement
”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates
prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are
recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s
equity.
Translation of amounts from S$ into US$1
has been made at the following exchange rates for the period ended September 30, 2018 and 2017:
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
Period-end S$:US$1 exchange rate
|
|
|
1.3666
|
|
|
|
1.3574
|
|
Period average S$:US$1 exchange rate
|
|
|
1.3507
|
|
|
|
1.3761
|
|
ASC Topic 220, “
Comprehensive
Income
”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes
in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of
income tax expense or benefit.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
ASC Topic 280, “
Segment Reporting
”
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business segments and major customers in consolidated financial
statements. For the three and six months ended September 30, 2018 and 2017, the Company operates in one reportable operating segment
in Singapore and Asian Region.
The Company follows the ASC 850-10,
Related
Party
for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related
parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required,
absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted
for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the
Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management
or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its
own separate interests; and g) other parties that can significantly influence the management or operating policies of the
transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other
to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The consolidated financial statements shall
include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other
similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature
of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the consolidated financial statements; c) the dollar amounts of transactions
for each of the periods for which income statements are presented and the effects of any change in the method of establishing the
terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance
sheet presented and, if not otherwise apparent, the terms and manner of settlement.
|
·
|
Commitments and contingencies
|
The Company follows the ASC 450-20,
Commitments
to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are
generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe,
based upon information available at this time that these matters will have a material adverse effect on the Company’s financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely
affect the Company’s business, financial position, and results of operations or cash flows.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
|
·
|
Fair value of financial instruments
|
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1
|
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
|
|
Level 2
|
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
|
|
Level 3
|
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s
financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity
of these instruments.
|
·
|
Recent accounting pronouncements
|
In February 2016, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2016-02,
Leases
. 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. In July 2018, the FASB issued ASU No. 2018-11,
Leases (Topic 842): Targeted Improvements
,
which provides for the election of transition methods between the modified retrospective method and the optional transition relief
method. The modified retrospective method is applied to all prior reporting periods presented with a cumulative-effect adjustment
recorded in the earliest comparative period while the optional transition relief method is applied beginning in the period of
adoption with a cumulative-effect adjustment recorded in the first quarter of 2019. This ASU is effective for public business
entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company will adopt
this standard when it becomes effective, on January 1, 2019, and expects to elect the optional transition relief method.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
In June 2016, the FASB issued ASU No.
2016-13,
Credit Losses, Measurement of Credit Losses on Financial Instruments
. ASU No. 2016-13 significantly changes
how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair
value through net income. The standard will replace today’s incurred loss approach with an expected loss model for instruments
measured at amortized cost. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained
earnings as of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for public
entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual
periods beginning after December 15, 2018, and interim periods therein. The Company has not yet determined the impact this standard
will have on its financial statements and related disclosures.
In March 2017, the FASB issued ASU No.
2017-08,
Receivables—Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities
.
This ASU amends current US GAAP to shorten the amortization period for certain purchased callable debt securities held at a premium
to the earliest call date. This standard will replace today's yield-to-maturity approach, which generally requires amortization
of premium over the life of the instrument. This ASU is effective for public entities for annual and interim periods beginning
after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. The Company
does not expect it to have a material effect on the Company's financial statements and related disclosures.
In February 2018, the FASB issued ASU No.
2018-02,
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
. This guidance allows
companies to reclassify items in accumulated other comprehensive income to retained earnings for stranded tax effects resulting
from the H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget
for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). This ASU
is effective for all entities for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. Companies
may apply the guidance in the period of adoption or retrospectively to each period in which the income tax effects of the Tax Act
related to items in accumulated other comprehensive income are recognized. The Company does not expect it to have a material effect
on the Company's financial statements and related disclosures.
In June 2018, the FASB issued ASU No. 2018-07,
Compensation
- Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting
. ASU 2018-07 aligns the accounting for
share-based payment awards issued to employees and nonemployees. Measurement of equity-classified nonemployee awards will now be
valued on the grant date and will no longer be remeasured through the performance completion date. This amendment also changes
the accounting for nonemployee awards with performance conditions to recognize compensation cost when achievement of the performance
condition is probable, rather than upon achievement of the performance condition, as well as eliminating the requirement to reassess
the equity or liability classification for nonemployee awards upon vesting, except for certain award types. This ASU is effective
for public entities for annual and interim periods beginning after December 15, 2018. Early adoption is permitted as of the beginning
of any interim or annual reporting period. When adopted, the new guidance should be applied to all new grants and other transition
provisions are included in the guidance to simplify this adoption for most companies. The Company does not expect it to have a
material effect on the Company's financial statements and related disclosures.
In August 2018, the FASB issued ASU No.
2018-13,
Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
.
As part of the FASB's disclosure framework project, it has eliminated, amended and added disclosure requirements for fair value
measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level
2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes
for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop
significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for public entities for annual and interim
periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period.
This ASU will have an impact on the Company's disclosures.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
In August 2018, the FASB issued ASU No.
2018-14,
Compensation - Retirement Benefits - Defined Benefit Plans - General Disclosure Framework - Changes to the Disclosure
Requirements for Defined Benefit Plans
. As part of the FASB's disclosure framework project, it has changed the disclosure
requirements for defined pension and other post-retirement benefit plans. The FASB eliminated disclosure requirements related to
the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over
the next fiscal year, the amount and timing of plan assets expected to be returned to the employer, if any, information related
to Japanese Welfare Pension Insurance Law, information about the amount of future annual benefits covered by insurance contracts
and significant transactions between the employer or related parties and the plan, and the disclosure of the effects of a one-percentage-point
change in the assumed health care cost trend rates on the (1) aggregate of the service and interest cost components of net periodic
benefit costs and the (2) benefit obligation for postretirement health care benefits. Entities will be required to disclose the
weighted-average interest crediting rate for cash balance plans and other plans with promised interest crediting rates as well
as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.
This ASU is effective for public entities for annual periods beginning after December 15, 2020. Early adoption is permitted as
of the beginning of any annual reporting period. This ASU will have an impact on the Company's disclosures.
In August 2018, the FASB issued ASU No.
2018-15,
Intangibles - Goodwill and Other - Internal-Use Software Customer’s Accounting for Implementation Costs
Incurred in a Cloud Computing Arrangement That Is a Service Contract
. This ASU requires companies to defer specified
implementation costs in a cloud computing arrangement that are often expensed under current US GAAP and recognize these costs to
expense over the noncancellable term of the arrangement. This ASU is effective for public entities for annual and interim periods
beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period. The
Company does not expect it to have a material effect on the Company's financial statements and related disclosures.
Recently Issued Financial Reporting
Rules
In August 2018, the SEC adopted the final
rule under SEC Release 33-10532,
Disclosure Update and Simplification
, which amended its rules to eliminate,
modify, or integrate into other SEC requirements certain disclosure rules. The amendments are part of the SEC’s ongoing disclosure
effectiveness initiative. The amendments eliminate redundant and duplicative requirements including, but not limited to, the ratio
of earnings to fixed charges, outdated regulatory disclosures, certain accounting policies about derivative instruments and specific
SEC disclosures that are also required under current US GAAP. The amendments may expand current disclosures for certain companies,
specifically the requirement to disclose the change in stockholders' equity for the current and comparative quarter and year-to-date
interim periods. The amended rules will become effective November 5, 2018 and will be applied to any filings after that date. On
September 25, 2018, the SEC released guidance advising it will not object to a registrant adopting the requirement to include changes
in stockholders’ equity in the Form 10-Q for the first quarter beginning after the effective date of the rule. The Company
does not expect these final rules to have a material impact on its disclosures and financial statements.
Recently Adopted Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09,
Revenue
from Contracts with Customers
. ASU 2014-09 became effective for annual reporting periods beginning after December 15,
2017. The Company adopted this standard on January 1, 2018. See Note 2: Revenue for further discussion, including the
impact on the Company's condensed consolidated financial statements and required disclosures.
In February 2017, the FASB issued No. ASU
2017-05,
Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset
Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets
. ASU 2017-05 was issued to provide clarity
on the scope and application for recognizing gains and losses from the sale or transfer of nonfinancial assets, and should be adopted
concurrently with ASU 2014-09,
Revenue from Contracts with Customers
. This ASU became effective for public entities
for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption
of this standard did not have a material impact on the Company's condensed consolidated financial statements or related disclosures.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
In March 2016, the FASB issued ASU No.
2016-04,
Liabilities-Extinguishment of Liabilities: Recognition of Breakage for Certain Prepaid Stored Value Products
.
ASU No. 2016-04 contains specific guidance for the derecognition of prepaid stored-value product liabilities within the scope of
this ASU. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company
adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company's condensed
consolidated financial statements or related disclosures.
In August 2016, the FASB issued ASU No.
2016-15,
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments
. ASU No. 2016-15 is intended
to reduce diversity and clarify the classification of how certain cash receipts and cash payments are presented in the statement
of cash flows. This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017.
The Company adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company's
condensed consolidated financial statements or related disclosures.
In October 2016, the FASB issued ASU No.
2016-16,
Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory
. ASU No. 2016-16 requires entities
to account for the income tax effects of intercompany sales and transfers of assets other than inventory when the transfer occurs
rather than current guidance which requires companies to defer the income tax effects of intercompany transfers of an asset until
the asset has been sold to an outside party or otherwise recognized. This ASU became effective for public entities for annual and
interim periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018. The adoption of this standard
did not have a material impact on the Company's condensed consolidated financial statements or related disclosures.
In November 2016, the FASB issued ASU No.
2016-18,
Statement of Cash Flows - Restricted Cash
. ASU No. 2016-18 requires entities to show the changes in
the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. When cash,
cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet,
a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet is required. This ASU
became effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption was permitted
as of the beginning of any interim or annual reporting period. The Company adopted this standard effective with reporting periods
beginning on January 1, 2017 and added required disclosures pursuant to ASC No. 2016-18 to its condensed consolidated statements
of cash flows.
In January 2017, the FASB issued ASU No.
2017-01,
Business Combinations: Clarifying the Definition of a Business
. ASU No. 2017-01 most significantly revises
guidance specific to the definition of a business related to accounting for acquisitions. Additionally, ASU No. 2017-01 also affects
other areas of US GAAP, such as the definition of a business related to the consolidation of variable interest entities, the consolidation
of a subsidiary or group of assets, components of an operating segment, and disposals of reporting units and the impact on goodwill.
This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted
this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company's condensed consolidated
financial statements or related disclosures.
In February 2017, the FASB issued ASU No.
2017-07
, Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic
Postretirement Benefit Cost
. ASU 2017-07 requires sponsors of benefit plans to present the service cost component of
net periodic benefit cost in the same income statement line or items as other employee costs and present the remaining components
of net periodic benefit cost in one or more separate line items outside of income from operations. This ASU also limits the capitalization
of benefit costs to only the service cost component. This ASU became effective for public entities for annual and interim periods
beginning after December 15, 2017. The Company adopted this standard on January 1, 2018.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
In May 2017, the FASB issued ASU No.
2017-09,
Compensation—Stock Compensation: Scope of Modification Accounting
. This ASU clarifies when
changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new
guidance, a company will apply modification accounting only if the fair value, vesting conditions or classification of the
award change due to a modification in the terms or conditions of the share-based payment award. This ASU became effective for
public entities for annual and interim periods beginning after December 15, 2017. The Company adopted this standard on
January 1, 2018. The adoption of this standard did not have a material impact on the Company's condensed consolidated
financial statements or related disclosures.
In July 2017, the FASB issued ASU No.
2017-11, I.
Accounting for Certain Financial Instruments With Down Round Features and II. Replacement of the
Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests With a Scope Exception
. Part I of this ASU reduces the complexity associated with
accounting for certain financial instruments with down round features. Part II of this ASU recharacterizes the indefinite
deferral provisions described in Topic 480: Distinguishing Liabilities from Equity. It does not have an accounting
effect. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2018. Early
adoption is permitted as of the beginning of any interim or annual reporting period. The Company adopted this ASU on October
1, 2017. The Company evaluated its debt and related derivative instruments and determined that this standard did not have an
impact on the Company's condensed consolidated financial statements or related disclosures.
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.
NOTE
–
5 BUSINESS COMBINATION
On September 17, 2018, the Company acquired
51% controlling interest in The Digital Agency Private Limited, a private limited company organized under the laws of Singapore
(“TDA”), and a start-up digital marketing company, at the purchase price of $1,020,000, by issuing 510,000 shares of
common stock of the Company, at a price of $2.00 per share.
The purchase price allocation resulted
in $1,028,140 of goodwill, as below:
Acquired assets:
|
|
|
|
Cash and cash equivalents
|
|
|
2,552
|
|
|
|
|
|
|
Less: Assumed liabilities
|
|
|
|
|
Accruals
|
|
|
(4,561
|
)
|
Amount due to director
|
|
|
(6,131
|
)
|
|
|
|
|
|
Net assets acquired
|
|
|
(8,140
|
)
|
Goodwill allocated
|
|
|
1,028,140
|
|
Share issued for acquisition
|
|
|
1,020,000
|
|
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
Concurrently, on September 17, 2018, the
Company acquired 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited company organized under the
laws of Malaysia (“NDA”), and a start-up digital apps and big data company, at the purchase price of $1,020,000, by
issuing 510,000 shares of common stock of the Company, at a price of $2.00 per share.
The purchase price allocation resulted
in $1,008,808 of goodwill, as below:
Acquired assets:
|
|
|
|
Cash and cash equivalents
|
|
|
16,551
|
|
Amount due from related companies
|
|
|
30,986
|
|
|
|
|
|
|
Less: Assumed liabilities
|
|
|
|
|
Accruals
|
|
|
(25,571
|
)
|
Amount due to director
|
|
|
(10,774
|
)
|
|
|
|
|
|
Net assets acquired
|
|
|
11,192
|
|
Goodwill allocated
|
|
|
1,008,808
|
|
Share issued for acquisition
|
|
|
1,020,000
|
|
The Company’s acquisitions of TDA
and NDA were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration
based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the
Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified
as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related
costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.
The impairment test of these goodwill
will be reviewed in the next fiscal quarter.
NOTE –
6
REVENUE
|
|
Six months ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Products sales, as principal
|
|
$
|
1,783
|
|
|
$
|
386,285
|
|
Products sales, as agent (net basis)
|
|
|
700,813
|
|
|
|
–
|
|
Other operating revenue
|
|
|
260,901
|
|
|
|
200,811
|
|
|
|
$
|
963,497
|
|
|
$
|
587,096
|
|
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
NOTE
–
7 INTANGIBLE ASSETS
|
|
September 30, 2018
|
|
|
March 31, 2018
|
|
|
|
|
|
|
|
|
(Audited)
|
|
Gaming right and software:
|
|
|
|
|
|
|
|
|
Gross carrying value
|
|
$
|
623,267
|
|
|
$
|
459,104
|
|
Less: accumulated amortization
|
|
|
(440,702
|
)
|
|
|
(432,770
|
)
|
Net carrying value
|
|
|
182,565
|
|
|
|
26,334
|
|
Non-amortizing portion
|
|
|
642,749
|
|
|
|
670,145
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
825,314
|
|
|
$
|
696,479
|
|
Amortization expense for the three months
ended September 30, 2018 and 2017 were $14,778 and $0, as part of operating expenses, respectively.
Amortization expense for the six months
ended September 30, 2018 and 2017 were $25,926 and $0, as part of operating expenses, respectively.
The following table outlines the annual
amortization expense for the next five years:
Years ending September 30:
|
|
|
|
|
|
2019
|
|
|
$
|
265,904
|
|
|
2020
|
|
|
|
259,589
|
|
|
2021
|
|
|
|
253,275
|
|
|
2022
|
|
|
|
39,026
|
|
|
2023
|
|
|
|
7,520
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
825,314
|
|
NOTE
–
8 EARNEST DEPOSIT
The Company has prepaid earnest deposits
for the purchase of an office premises in Singapore. The amount is unsecured, interest-free and refundable upon non-completion
of the transaction.
NOTE
–
9 AMOUNT DUE FROM A THIRD PARTY
As of September 30, 2018, the Company
made temporary advances of $219,518 to a third party, which is secured by the stocks held and becomes mature on or before December
31, 2018. Interest is charged at the rate of 5% per annum.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
NOTE – 10 AMOUNTS DUE TO
A DIRECTOR AND RELATED PARTIES
As of September 30, 2018, amounts were
due to a director of the Company, Mr. TANG Wai Chong Eldee, and related parties controlled by the director of the Company, which
were unsecured, interest-free and had no fixed terms of repayment. Imputed interest from related party loan is not significant.
NOTE
–
11 OBLIGATIONS UNDER FINANCE LEASES
The Company purchased several motor vehicles
under finance lease agreements with the effective interest rate ranging from 7.05% to 15.3% per annum, due through December 19,
2019, with principal and interest payable monthly. The obligations under the finance leases are as follows:
|
|
September 30, 2018
|
|
|
March 31, 2018
|
|
|
|
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
Finance lease
|
|
$
|
29,975
|
|
|
$
|
89,262
|
|
Less: interest expense
|
|
|
(1,632
|
)
|
|
|
(3,451
|
)
|
|
|
|
|
|
|
|
|
|
Net present value of finance lease
|
|
$
|
28,343
|
|
|
$
|
85,811
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
$
|
27,745
|
|
|
$
|
84,345
|
|
Non-current portion
|
|
|
598
|
|
|
|
1,466
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
28,343
|
|
|
$
|
85,811
|
|
As of September 30, 2018, the maturities
of the finance leases for each of the two years are as follows:
Years ending September 30:
|
|
|
|
|
|
2019
|
|
|
$
|
27,745
|
|
|
2020
|
|
|
|
598
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
28,343
|
|
NOTE
–
12 STOCKHOLDERS’ DEFICIT
During the three months ended September
30, 2018, the Company issued 1,020,000 shares of its common stock to consummate the acquisition of two businesses in Singapore
and Malaysia.
As of September 30, 2018 and March 31,
2018, the Company had a total of 143,683,161 and 140,000,000 shares of its common stock issued and outstanding, respectively.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
NOTE
–
13 INCOME TAX
The Company generated an operating loss
for the six months ended September 30, 2018 and 2017 and did not record income tax expense. The Company has operations in various
countries and is subject to tax in the jurisdictions in which they operate, as follows:
United States of America
NVGI is registered in the State of Delaware
and is subject to United States of America tax law. No provision for income taxes have been made as NVGI has generated no taxable
income for the periods presented. The Company’s policy is to recognize accrued interest and penalties related to unrecognized
tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to
its results of operations for the period presented.
As of September 30, 2018, the Company
incurred $569,078 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating
loss carryforwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance against the
deferred tax assets of $119,506 on the expected future tax benefits from the net operating loss carryforwards as the management
believes it is more likely than not that these assets will not be realized in the future.
Republic of Singapore
The Company’s operating subsidiaries
are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of
17% on the assessable income arising in Singapore during its tax year.
The Company’s subsidiary in Republic
of Seychelles is also subject to the Singapore corporate income tax regime.
The reconciliation of income tax rate to
the effective income tax rate based on income before income taxes for the six months ended September 30, 2018 and 2017 are as follows:
|
|
Six months ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
$
|
(801,760
|
)
|
|
$
|
(566,095
|
)
|
Statutory income tax rate
|
|
|
17%
|
|
|
|
17%
|
|
Income tax expense at statutory rate
|
|
|
(136,299
|
)
|
|
|
(96,236
|
)
|
Tax effect of non-taxable income
|
|
|
136,299
|
|
|
|
96,236
|
|
Income tax expense
|
|
$
|
–
|
|
|
$
|
–
|
|
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
NOTE
–
14 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 $53,131 and $121,364, for the three months ended September 30, 2018 and 2017.
Royalty charges and marketing expenses
paid to a related company totaled $242,146 and $248,687, for the six months ended September 30, 2018 and 2017.
Apart from the transactions and balances
detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or
material related party transactions during the periods presented.
NOTE
–
15 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, 2018 and 2017, there is no individual customer exceeding 10% of the Company’s revenue.
The Company considers its business activities
to constitute one single reportable segment. The Company’s chief operating decision makers use consolidated results to make
operating and strategic decisions. The geographic distribution analysis of the Company’s revenues by region is as follows:
|
|
Three months ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
China
|
|
$
|
252,557
|
|
|
$
|
–
|
|
Singapore
|
|
|
110,786
|
|
|
|
346,880
|
|
Other countries in Asia Pacific
|
|
|
1,009
|
|
|
|
26,556
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
364,352
|
|
|
$
|
373,436
|
|
|
|
Six months ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
China
|
|
$
|
700,813
|
|
|
$
|
–
|
|
Singapore
|
|
|
260,901
|
|
|
|
536,227
|
|
Other countries in Asia Pacific
|
|
|
1,783
|
|
|
|
50,869
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
963,497
|
|
|
$
|
587,096
|
|
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
All of the Company’s long-lived assets
are located in Singapore.
(b) Major
vendors
For the three and six months ended September
30, 2018, there are no vendors representing more than 10% of the Company’s purchase.
For the three and six months ended September
30, 2017, the vendor who accounts for 10% or more of the Company’s purchases and its outstanding balances as at period-end
dates, are presented as follows:
|
|
Three months ended
September 30, 2017
|
|
|
|
|
September 30, 2017
|
|
Vendors
|
|
Purchases
|
|
|
Percentage
of purchases
|
|
|
|
|
Accounts
payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vendor B
|
|
$
|
48,326
|
|
|
|
24%
|
|
|
|
$
|
-
|
|
Vendor D
|
|
|
61,683
|
|
|
|
31%
|
|
|
|
|
9,415
|
|
Vendor A
|
|
|
16,441
|
|
|
|
8%
|
|
|
|
|
12,655
|
|
Vendor E
|
|
|
11,598
|
|
|
|
6%
|
|
|
|
|
–
|
|
Vendor C
|
|
|
35,935
|
|
|
|
18%
|
|
|
|
|
36,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
173,983
|
|
|
|
87%
|
|
Total:
|
|
$
|
58,499
|
|
|
|
Six months ended
September 30, 2017
|
|
|
|
|
September 30, 2017
|
|
Vendors
|
|
Purchases
|
|
|
Percentage
of purchases
|
|
|
|
|
Accounts
payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vendor B
|
|
$
|
104,945
|
|
|
|
30%
|
|
|
|
$
|
-
|
|
Vendor D
|
|
|
62,410
|
|
|
|
18%
|
|
|
|
|
9,415
|
|
Vendor A
|
|
|
55,254
|
|
|
|
16%
|
|
|
|
|
12,655
|
|
Vendor E
|
|
|
42,120
|
|
|
|
12%
|
|
|
|
|
–
|
|
Vendor C
|
|
|
35,935
|
|
|
|
10%
|
|
|
|
|
36,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
300,664
|
|
|
|
86%
|
|
Total:
|
|
$
|
58,499
|
|
Most of the Company’s vendors are
located in Singapore.
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.
NOBLE VICI GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER
30, 2018
(Currency expressed in United States
Dollars (“US$”))
(Unaudited)
The Company’s interest-rate risk
arises from borrowings under finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable
rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates.
As of September 30, 2018, borrowing under finance lease was at fixed rates.
|
(d)
|
Economic and political risk
|
The Company’s major operations are
conducted in Republic of Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general
state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations.
The Company cannot guarantee that the current
exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two
comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate
of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments
without notice.
NOTE
–
16 COMMITMENTS AND CONTINGENCIES
|
(a)
|
Operating lease commitments
|
During the three and six months ended September
30, 2018 and 2017, the Company leased its properties under operating leases. The leases typically commence for a period ranging
for 1 to 3 years. None of the leases includes contingent rentals.
As of September 30, 2018, the Company has
future rental payables under non-cancellable operating leases of $193,853 in the next twelve months.
As of September 30, 2018, the Company has
no material capital commitments in the next twelve months.
NOTE
–
17 SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “
Subsequent
Events
”, which establishes general standards of accounting for and disclosure of events that occur after the balance
sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred
after September 30, 2018, up through the date the Company issued the audited consolidated financial statements. During the period,
the Company has the material subsequent events, as follows:
On September 17, 2018, the Company approved
the issuance of up to an aggregate of 9,702,858 shares of its common stock to approximately 460 sales associates for prior sales
and marketing services provided to the Company. Subsequantly, the Company issued 9,702,858 shares of its common stocks on October
18, 2018.