ITEM 1 Financial Statements
NOBLE VICI GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2021 AND MARCH 31, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
March 31, 2021
|
|
|
|
|
(Unaudited)
|
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
78,762
|
|
|
$
|
48,214
|
|
Deposits, prepayment and other receivable
|
|
|
345,603
|
|
|
|
275,293
|
|
Accounts receivable
|
|
|
174,221
|
|
|
|
79,951
|
|
Purchase deposits
|
|
|
1,715,430
|
|
|
|
1,711,865
|
|
Deferred costs
|
|
|
3,167,121
|
|
|
|
3,160,539
|
|
Inventories
|
|
|
15,184
|
|
|
|
15,152
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
5,496,321
|
|
|
|
5,291,014
|
|
|
|
|
|
|
|
|
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
3,651
|
|
|
|
4,218
|
|
Property, plant and equipment, net
|
|
|
3,521,929
|
|
|
|
3,570,210
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
9,021,901
|
|
|
$
|
8,865,442
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accrued liabilities and account payables
|
|
$
|
4,317,313
|
|
|
$
|
4,288,981
|
|
Commission liabilities
|
|
|
64,386
|
|
|
|
–
|
|
Deferred revenue
|
|
|
4,181,919
|
|
|
|
4,085,010
|
|
Amount due to a director
|
|
|
1,551,672
|
|
|
|
1,488,322
|
|
Amount due to a related party
|
|
|
280,317
|
|
|
|
280,317
|
|
Income tax payable
|
|
|
28,338
|
|
|
|
28,976
|
|
Current portion of borrowings
|
|
|
2,427,068
|
|
|
|
360,947
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
12,851,013
|
|
|
|
10,532,553
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
57,920
|
|
|
|
1,581,130
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
12,908,933
|
|
|
|
12,113,683
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Common stock, 3,000,000,000 authorized common shares of $0.0001 par value, 210,804,160 shares issued and outstanding as of June 30, 2021 and March 31, 2021
|
|
|
21,080
|
|
|
|
21,080
|
|
Additional paid-in capital
|
|
|
136,427,910
|
|
|
|
136,427,910
|
|
Accumulated other comprehensive loss
|
|
|
(318,031
|
)
|
|
|
(262,131
|
)
|
Accumulated deficit
|
|
|
(139,958,600
|
)
|
|
|
(139,375,793
|
)
|
Total NVGI stockholders’ deficit
|
|
|
(3,827,641
|
)
|
|
|
(3,188,934
|
)
|
Non-controlling interest
|
|
|
(59,391
|
)
|
|
|
(59,307
|
)
|
Total stockholders’ deficit
|
|
|
(3,887,032
|
)
|
|
|
(3,248,241
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
9,021,901
|
|
|
$
|
8,865,442
|
|
See accompanying notes to condensed consolidated
financial statements.
NOBLE VICI GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND
2020
(Currency expressed in United States Dollars
(“US$”))
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
REVENUE, NET
|
|
$
|
80,857
|
|
|
$
|
130,238
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
(34,884
|
)
|
|
|
(59,207
|
)
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
45,973
|
|
|
|
71,031
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing expense
|
|
|
–
|
|
|
|
277,801
|
|
General and administrative expenses
|
|
|
517,587
|
|
|
|
761,069
|
|
Total operating expenses
|
|
|
517,587
|
|
|
|
1,038,870
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(471,614
|
)
|
|
|
(967,839
|
)
|
|
|
|
|
|
|
|
|
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(234,389
|
)
|
|
|
(21,681
|
)
|
Government grant
|
|
|
118,872
|
|
|
|
157,081
|
|
Sundry income
|
|
|
4,240
|
|
|
|
22,485
|
|
|
|
|
|
|
|
|
|
|
Total other (expense) income
|
|
|
(111,277
|
)
|
|
|
157,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
–
|
|
|
|
(12,037
|
)
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(582,891
|
)
|
|
$
|
(821,991
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
– Foreign currency adjustment loss
|
|
|
(55,900
|
)
|
|
|
(18,892
|
)
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
|
$
|
(638,791
|
)
|
|
$
|
(840,883
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
– Basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
– Basic and diluted
|
|
|
210,804,160
|
|
|
|
210,804,160
|
|
See accompanying notes to condensed consolidated
financial statements.
NOBLE VICI GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND
2020
(Currency expressed in United States Dollars
(“US$”))
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
Additional
paid-in
|
|
|
|
Accumulated
other
comprehensive
income
|
|
|
|
Accumulated
|
|
|
|
Total
stockholders’
equity
|
|
|
|
Non-
controlling
|
|
|
|
Total
equity
|
|
|
|
|
No.
of shares
|
|
|
|
Amount
|
|
|
|
capital
|
|
|
|
(loss)
|
|
|
|
losses
|
|
|
|
(deficit)
|
|
|
|
interest
|
|
|
|
(deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2020 (audited)
|
|
|
210,804,160
|
|
|
$
|
21,080
|
|
|
$
|
136,427,910
|
|
|
$
|
(218,893
|
)
|
|
$
|
(137,703,504
|
)
|
|
$
|
(1,473,407
|
)
|
|
$
|
(55,117
|
)
|
|
$
|
(1,528,524
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(18,892
|
)
|
|
|
–
|
|
|
|
(18,892
|
)
|
|
|
–
|
|
|
|
(18,892
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(825,678
|
)
|
|
|
(825,678
|
)
|
|
|
3,687
|
|
|
|
(821,991
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2020
|
|
|
210,804,160
|
|
|
$
|
21,080
|
|
|
$
|
136,427,910
|
|
|
$
|
(237,785
|
)
|
|
$
|
(138,529,182
|
)
|
|
$
|
(2,317,977
|
)
|
|
$
|
(51,430
|
)
|
|
$
|
(2,369,407
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2021 (audited)
|
|
|
210,804,160
|
|
|
$
|
21,080
|
|
|
$
|
136,427,910
|
|
|
$
|
(262,131
|
)
|
|
$
|
(139,375,793
|
)
|
|
$
|
(3,188,934
|
)
|
|
$
|
(59,307
|
)
|
|
$
|
(3,248,241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(55,900
|
)
|
|
|
–
|
|
|
|
(55,900
|
)
|
|
|
–
|
|
|
|
(55,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(582,807
|
)
|
|
|
(582,807
|
)
|
|
|
(84
|
)
|
|
|
(582,891
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2021
|
|
|
210,804,160
|
|
|
$
|
21,080
|
|
|
$
|
136,427,910
|
|
|
$
|
(318,031
|
)
|
|
$
|
(139,958,600
|
)
|
|
$
|
(3,827,641
|
)
|
|
$
|
(59,391
|
)
|
|
$
|
(3,887,032
|
)
|
See accompanying notes to condensed consolidated
financial statements.
NOBLE VICI GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND
2020
(Currency expressed in United States Dollars
(“US$”))
(Unaudited)
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(582,891
|
)
|
|
$
|
(821,991
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
581
|
|
|
|
549
|
|
Depreciation of property, plant and equipment
|
|
|
56,193
|
|
|
|
49,238
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(94,908
|
)
|
|
|
23,933
|
|
Deposits, prepayment and other receivable
|
|
|
35,982
|
|
|
|
(149,670
|
)
|
Deferred costs
|
|
|
–
|
|
|
|
10,340
|
|
Accrued liabilities and account payables
|
|
|
19,566
|
|
|
|
537,322
|
|
Commission liabilities
|
|
|
64,936
|
|
|
|
(4,117
|
)
|
Deferred revenue
|
|
|
89,157
|
|
|
|
(3,740
|
)
|
Income tax payable
|
|
|
(107,019
|
)
|
|
|
12,038
|
|
Cash used in operating activities
|
|
|
(518,403
|
)
|
|
|
(346,098
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
–
|
|
|
|
(751
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
–
|
|
|
|
(751
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Advances from a director
|
|
|
60,766
|
|
|
|
209,666
|
|
Proceed from finance lease
|
|
|
2,400,600
|
|
|
|
–
|
|
Repayment of bank loan
|
|
|
(1,845,311
|
)
|
|
|
–
|
|
Repayment of finance lease
|
|
|
(11,814
|
)
|
|
|
(58,472
|
)
|
Net cash generated from financing activities
|
|
|
604,241
|
|
|
|
151,194
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(55,290
|
)
|
|
|
19,444
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
30,548
|
|
|
|
(176,211
|
)
|
|
|
|
|
|
|
|
|
|
BEGINNING OF PERIOD
|
|
|
48,214
|
|
|
|
223,527
|
|
|
|
|
|
|
|
|
|
|
END OF PERIOD
|
|
$
|
78,762
|
|
|
$
|
47,316
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
Cash paid for interest
|
|
$
|
234,284
|
|
|
$
|
21,681
|
|
See accompanying notes to condensed consolidated
financial statements.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(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, 2021 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 June 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year
ending March 31, 2022 or for any future period.
NOTE-2 DESCRIPTION OF BUSINESS AND
ORGANIZATION
The Company is currently engaged in the IoT, Big
Data, Blockchain and E-commerce business.
Description of subsidiaries
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
|
|
Singapore holding company
|
|
S$200,001
|
|
100%
|
|
|
|
|
|
|
|
|
|
NIApplications 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
|
|
S$1
|
|
51%
|
|
|
|
|
|
|
|
|
|
Venvici Ltd
|
|
Republic of Seychelles
|
|
Business and management consultancy services on e-commerce service
|
|
US$50,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Ventrepreneur (SG) Pte Ltd
|
|
Republic of Singapore
|
|
Online retailing
|
|
S$10,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Ventrepreneur (SG) Pte Ltd, Taiwan Branch
|
|
Taiwan Branch
|
|
Customer service for ecommerce and merchants servicing
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
UB45 Pte Limited
|
|
Republic of Singapore
|
|
Investment holding
|
|
S$10,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
VMore System Private Limited
|
|
Republic of Singapore
|
|
IoT Retailing
|
|
S$10,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
VMore Holding Limited
|
|
New Zealand
|
|
Investment holding
|
|
NZ$10,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
VMore Merchants Pte Ltd
|
|
Republic of Singapore
|
|
Merchants onboarding
|
|
S$1,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
AIM System Pte Ltd
|
|
Republic of Singapore
|
|
System provider
|
|
S$1,000
|
|
100%
|
The Company and its subsidiaries are hereinafter
referred to as (the “Company”).
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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.
As of June 30, 2021, the Company suffered from an accumulated deficit
of $139,958,600 and working capital deficit of $7,354,692. The continuation of the Company as a going concern through June 30, 2022 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.
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.
|
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|
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.
|
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|
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.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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.
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|
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:
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- 5 years
|
Motor vehicle
|
|
3 – 3.33 years
|
Expenditures for repairs and maintenance are expensed
as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any
resulting gain or loss is recognized in the results of operations.
Depreciation expense for the three months ended
June 30, 2021 and 2020 were $56,193 and $49,238, respectively.
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|
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 June 30, 2021.
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.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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.
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|
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
months ended June 30, 2021 and 2020.
Under Topic 842, Leases (“ASC
842”), the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use
(“ROU”) assets, other current liabilities, and operating lease liabilities in the condensed consolidated balance sheets. Finance
leases are included in property and equipment, other current liabilities, and other long-term liabilities in the condensed consolidated
balance sheets.
ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most
of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated
rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU
asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate
the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line
basis over the lease term.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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|
Foreign currencies translation
|
Transactions denominated in currencies other than
the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated
statement of operations.
The reporting currency of the Company is United
States Dollar ("US$") and the accompanying condensed 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$1 has
been made at the following exchange rates for the three months ended June 30, 2021 and 2020:
Schedule of exchange rates
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
June 30, 2020
|
|
Period-end S$:US$1 exchange rate
|
|
|
1.3444
|
|
|
|
1.3946
|
|
Annual average S$:US$1 exchange rate
|
|
|
1.3330
|
|
|
|
1.4118
|
|
ASC Topic 220, “Comprehensive Income”,
establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income
as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented
in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains
and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
ASC Topic 280, “Segment Reporting”
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization
structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements.
For the three months ended June 30, 2021 and 2020, the Company operates in one reportable operating segment in Singapore and Asian Region.
The Company follows the ASC 850-10, Related
Party for the identification of related parties and disclosure of related party transactions.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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.
|
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|
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.
|
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|
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.
|
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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.
|
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|
Recent accounting pronouncements
|
The Company has reviewed all recently issued,
but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to
cause a material impact on its financial condition or the results of its operations.
NOTE-5 INTANGIBLE
ASSETS
Schedule of intangible assets
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
March 31, 2021
|
|
|
|
|
|
|
|
|
(Audited)
|
|
Gaming right and software
|
|
|
|
|
|
|
|
|
Gross carrying value
|
|
$
|
6,918
|
|
|
$
|
6,903
|
|
Less: accumulated amortization
|
|
|
(3,267
|
)
|
|
|
(2,685
|
)
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
3,651
|
|
|
$
|
4,218
|
|
Amortization expense for the three months ended
June 30, 2020 and 2020 were $581 and $549, respectively.
The following table outlines the annual amortization
expense for the next five years:
Annual amortization expense
|
|
|
|
Years ending June 30:
|
|
|
|
2022
|
|
|
2,306
|
|
2023
|
|
|
1,345
|
|
|
|
|
|
|
Total
|
|
$
|
3,651
|
|
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
NOTE-6 AMOUNT DUE TO A DIRECTOR
As of June 30, 2021, 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.
NOTE-7 AMOUNT DUE TO A RELATED PARTY
As of June 30, 2021, the Company owed the amount
of $280,317 due to the former shareholder of the Company, Miss Kao. The balance is unsecured, interest-free and has no fixed terms of
repayment. Imputed interest from related parties’ loan is not significant.
NOTE-8 BORROWINGS
Schedule of debt
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
March 31, 2021
|
|
|
|
|
|
|
|
|
(Audited)
|
|
Current portion
|
|
|
|
|
|
|
|
|
Loan
|
|
$
|
2,380,244
|
|
|
$
|
312,797
|
|
Lease liabilities
|
|
|
46,824
|
|
|
|
48,150
|
|
Total current borrowings
|
|
|
2,427,068
|
|
|
|
360,947
|
|
|
|
|
|
|
|
|
|
|
Non-current portion
|
|
|
|
|
|
|
|
|
Loan
|
|
|
–
|
|
|
|
1,513,064
|
|
Lease liabilities
|
|
|
57,920
|
|
|
|
68,066
|
|
Total noncurrent borrowings
|
|
|
57,920
|
|
|
|
1,581,130
|
|
|
|
|
|
|
|
|
|
|
Total borrowings
|
|
$
|
2,484,988
|
|
|
$
|
1,942,077
|
|
The loans are secured by a mortgage over leasehold
building. During the three months ended June 30, 2021, the Company re-financed and obtained a new short-term loan facility up to $2.38
million, in a term of 12 months.
As of June 30, 2021, the loan bears interest rate
at 8% per annum and is repayable in May 2022. The loan is personally guaranteed by the director of the Company, Eldee Tang.
The Company financed its motor vehicles, office
premises and office equipment under finance lease agreements with the effective interest rate ranging from 2.80% to 7.98% per annum, due
through 2021 and 2026, with principal and interest payable monthly. These leases have remaining lease terms of 2 to 5 years.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
Right of use assets are included in the condensed
consolidated balance sheet are as follows:
Right -to- use assets
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
March 31, 2021
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Right-of-use assets, net of amortization (included in property, plant and equipment)
|
|
$
|
141,268
|
|
|
$
|
159,841
|
|
The maturities of lease liabilities are as follows:
Schedule of lease and loan future maturities
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
Loan
|
|
Years ending June 30:
|
|
|
|
|
|
|
|
|
2022
|
|
$
|
54,021
|
|
|
$
|
2,538,927
|
|
2023
|
|
|
48,770
|
|
|
|
–
|
|
2024
|
|
|
10,655
|
|
|
|
–
|
|
2025
|
|
|
4,883
|
|
|
|
–
|
|
2026
|
|
|
3,225
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Total lease payments
|
|
|
121,554
|
|
|
|
2,538,927
|
|
Less: Imputed interest
|
|
|
(16,810
|
)
|
|
|
(158,683
|
)
|
Present value of lease liabilities
|
|
$
|
104,744
|
|
|
$
|
2,380,244
|
|
NOTE-9 INCOME TAX
The Company generated an operating loss for the
three months ended June 30, 2021 and 2020 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 June 30, 2021, the Company incurred $1,870,621
of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards
begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $392,830
on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that
these assets will not be realized in the future.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
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 three months ended June 30, 2021 and 2020 are as follows:
Income tax reconciliation
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
(Loss)/Income before income taxes
|
|
$
|
(765,020
|
)
|
|
$
|
(801,759
|
)
|
Statutory income tax rate
|
|
|
17%
|
|
|
|
17%
|
|
Income tax expense at statutory rate
|
|
|
(130,053
|
)
|
|
|
(136,298
|
)
|
Tax effect of non-taxable income
|
|
|
–
|
|
|
|
(11,401
|
)
|
Tax loss not recognized as deferred tax
|
|
|
130,053
|
|
|
|
159,736
|
|
Income tax expense
|
|
$
|
–
|
|
|
$
|
12,037
|
|
NOTE-10 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 $0 and $4,827, for the three months ended June 30, 2021 and 2020.
Apart from the transactions and balances detailed
elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions
during the periods presented.
NOTE-11 CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major
customers
For the three months ended June 30, 2021 and 2020,
there is no single customer exceeding 10% of the Company’s revenue, respectively.
NOBLE VICI PTE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
(b) Major
vendors
For the three months ended June 30, 2021 and 2020,
there is no single vendor representing more than 10% of the Company’s purchase, respectively.
As the Company has no significant interest-bearing
assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The Company’s interest-rate risk arises
from borrowings under finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt,
limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of June 30,
2021, 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-12 COMMITMENTS AND CONTINGENCIES
As of June 30, 2021, the Company has no material
commitments or contingencies.
NOTE-13 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 condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred
after June 30, 2021, up through the date the Company issued the unaudited condensed consolidated financial statements. During the period,
the Company did not have any material recognizable subsequent events.
ITEM 2 Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overview
We were incorporated under
the laws of the State of Delaware on July 6, 2010 under the name “Advanced Ventures Corp.” Effective January 6, 2014, we changed
our name to “Gold Union Inc.” Effective March 26, 2018, we changed our name to Noble Vici Group, Inc. and our trading symbol
was changed to NVGI. On August 8, 2018, we consummated the acquisition of Noble Vici Private Limited, a corporation organized under the
laws of Singapore (“NVPL”), which was wholly owned by Eldee Tang, our sole director and Chief Executive Officer. NVPL is engaged
in the IoT, Big Data, Blockchain and E-commerce business. As a result of our acquisition of NVPL, we entered into the IoT, Big Data, Blockchain
and E-commerce business. We are headquartered in Singapore and operate a branch office in Taiwan. Certain of our resellers are operating
“V-More” branded satellite offices in Shenzhen, China.
History
As Advanced Ventures Corp.,
we acquired a patent (U.S. Patent Number: 6,743,209) (the “Patent”), for a catheter with a integral anchoring mechanism. During
the second fiscal quarter of 2014, we elected to discontinue our business of exploiting the Patent and began to consider other business
opportunities that may bring quicker and greater value to our stockholders. We initially considered entering into the business of trading
precious metal bullion primarily in the Asia Pacific region. Therefore, effective January 6, 2014, we changed our name to “Gold
Union Inc.” to more adequately reflect our initial intended business operations.
Effective March 7, 2012, we
increased the number of our authorized shares of common stock to three billion shares (3,000,000,000) and engaged in a forward stock split
of its common shares whereby each one share of our common stock was split into fifteen shares of our common stock.
On December 31, 2015, we consummated
a Share Exchange Agreement with G.U. International Limited, a limited company incorporated under the laws of the Republic of Seychelles
and our wholly owned subsidiary (“GUI”), and Kao Wei-Chen, an individual representing herself and 8 other individuals (collectively,
the “Golden Corridor Shareholders”), which agreement was amended several times to extend the closing date of the acquisition
(collectively, the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, we, through GUI, purchased 480 shares
of Phnom Penh Golden Corridor Trading Co. Limited (the “GC Shares”), from 9 private Golden Corridor Shareholders, representing
48% of the issued and outstanding shares of common stock of Golden Corridor. As consideration, we issued to the Golden Corridor Shareholders
2,500,000,000 shares of our common stock, at a value of US $0.002 per share, for an aggregate value of US $5,000,000.
As a result of our acquisition
of the GC Shares, we ceased our metal bullion trading business and entered into the real estate development and rental business located
in the Kingdom of Cambodia. Golden Corridor owns three parcels of land located at National Road 44, Phum Phkung, Chbarmorn Commune, Chbarmorn
District, Kampong Speu Province, Kingdom of Cambodia, measuring an aggregate of 172,510 square meters (collectively, the “Properties”).
We intended to develop the Properties into an industrial park for rental income.
Due to difficulties in entering
the real estate development and rental business, on February 2, 2018, we engaged in a corporate reorganization and distributed the GC
Shares to our shareholders. On March 18, 2018, our subsidiary, G.U. Asia Limited was dissolved.
Change in Control
On January 29, 2018, Eldee
Tang entered into Share Sale Agreements with four shareholders and former affiliates of the Company to purchase up to 1,675,000,000 shares
of the Company’s common stock at a per share purchase price of US$0.00008, for an aggregate price of US$134,000. On June 15, 2018,
the Company effectuated a 1 for 1,000 reverse stock split whereby every 1,000 shares of the Company’s common stock were reduced
to one share. The parties effectuated Mr. Tang’s purchase of 750,000 shares such securities (expressed on a post reverse split basis)
effective June 15, 2018. Mr. Tang hopes to purchase the balance of the 925,000 shares from Kao Wei-Chen, a former affiliate of the Company,
in the near future. The foregoing description of the Share Sale Agreement with Kao Wei-Chen is qualified in its entirety by reference
to such agreement which is filed as Exhibit 10.2 to this Quarterly Report and is incorporated herein by reference.
In connection with the contemplated
change in control, on March 27, 2018, Lim Yew Chuan, the director, Chief Executive Officer, Chief Financial Officer and Secretary of Noble
Vici Group, Inc. (the “Company”), resigned from all of his positions as director, Chief Executive Officer, Chief Financial
Officer and Secretary of the Company. Concurrently, Eldee Tang was appointed to serve as the Chief Executive Officer and Director of the
Company, together with other members of the new management team.
Effective June 15, 2018, we:
|
1.
|
Increased the Company’s authorized capital from 3,000,000,000 shares of common stock, par value $0.0001 (the “Common Stock”), to 3,050,000,000 shares, consisting of 3,000,000,000 shares of Common Stock and 50,000,000 shares of undesignated preferred stock, par value $0.0001 (the “Preferred Stock”);
|
|
2.
|
Effected a 1-for-1000 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”);
|
|
3.
|
Elected not to be governed by Section 203 of the Delaware General Corporation Law;
|
|
4.
|
Changed the Company’s fiscal year end from December 31st to March 31st, for all purposes (including tax and financial accounting);
|
|
5.
|
Adopted Amended and Restated Certificate of Incorporation for the purpose of consolidating the amendments to the Company’s Certificate of Incorporation; and
|
|
6.
|
Adopted the Amended and Restated Bylaws of the Company.
|
Acquisition of NVPL, TDA
and NDA
On August 8, 2018, we consummated
the acquisition of Noble Vici Private Limited, a corporation organized under the laws of Singapore (“NVPL”), in accordance
with the terms of a Share Exchange Agreement. NVPL is wholly owned by Eldee Tang, our Chief Executive Officer and Director. Pursuant to
the Share Exchange Agreement, we purchased One Million and One (1,000,001) shares of NVPL (the “NVPL Shares”), representing
all of the issued and outstanding shares of common stock of NVPL, in consideration of One Hundred Forty Million (140,000,000) shares of
our common stock, at a value of US $1.70 per share, for an aggregate value of US $238,000,000. It is our understanding that Mr. Tang is
not a U.S. Person within the meaning of Regulations S. Accordingly, the Shares are being sold pursuant to the exemption provided by Section
4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. As a result of our acquisition
of NVPL, we entered into the IoT, Big Data, Blockchain and E-commerce business.
On September 17, 2018, we
consummated the acquisition of a 51% controlling interest in The Digital Agency Private Limited, a private limited company organized under
the laws of Singapore (“TDA”), and a start-up digital marketing company, in accordance with the terms of that certain Share
Exchange Agreement by and among the Company, NIApplications Private Limited (formerly, “Noble Infotech Applications Private Limited”),
a private limited company organized under the laws of Singapore and our wholly owned subsidiary (“NIA”), TDA and Mok Jo Han
(“the “TDA Share Exchange Agreement”). Pursuant to the terms of the TDA Share Exchange Agreement, we acquired 51 ordinary
shares of TDA, representing approximately fifty-one percent (51%) of the issued and outstanding ordinary shares of TDA, in exchange for
510,000 shares of common stock of the Company, par value $0.0001 (the “TDA Shares”), representing an exchange ratio of ONE
(1) ordinary share of TDA for Ten Thousand (10,000) shares of common stock of the Company, at a valuation of $2.00 per share of the Company,
for an aggregate value of $1,020,000. It is our understanding that Mr. Mok is not a U.S. Person within the meaning of Regulations S. The
TDA Shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S
promulgated thereunder.
On September 17, 2018, we
consummated the acquisition of a 51% controlling interest in Noble Digital Apps Sendirian Berhad, a private limited company organized
under the laws of Malaysia (“NDA”), and a start-up digital apps and big data company in accordance with the terms of that
certain Share Exchange Agreement by and among the Company, NIA, NDA, Cheng Bok Woon, Tan Yew Fui, and Yong Swee Sun (“the “NDA
Share Exchange Agreement”). Pursuant to the terms of the NDA Share Exchange Agreement, we acquired 510 ordinary shares of NDA, representing
approximately fifty-one percent (51%) of the issued and outstanding ordinary shares of NDA, in exchange for 510,000 shares of common stock
of the Company, par value $0.0001 (the “NDA Shares”), representing an exchange ratio of ONE (1) ordinary share of NDA for
One Thousand (1,000) shares of common stock of the Company, at a valuation of $2.00 per share of the Company, for an aggregate value of
$1,020,000. It is our understanding that Mr. Cheng, Mr. Tan and Mr. Yong are not U.S. Person within the meaning of Regulations S. The
NDA Shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S
promulgated thereunder.
Issuance of shares to sales
affiliates
On September 17, 2018, and
September 25, 2018, we approved the issuance of Nine Million One Hundred Thirty Five Thousand Seven Hundred Ninety Four (9,135,794) shares
and Five Hundred Sixty Seven Thousand Sixty-Four (567,064) shares of our common stock, par value $0.0001, respectively, representing a
total of approximately 6.3% of our issued and outstanding common stock, at a per share price of One Dollars and Ninety Nine Cents (US
$1.99), to approximately 460 sales associates for prior sales and marketing services provided to us and our subsidiaries and affiliates.
As a condition of receipt of such securities, each recipient executed a Stockholder Representation Letters, which contained, among other
things, restrictions prohibiting the transfer of such securities for a minimum period of 18 months up to a maximum period of 66 months
after the execution of such letter. For ease of administration, the recipients appointed Noble Infotech Limited (“NIL”) as
nominee to hold, manage, administer and effectuate the distribution of such securities upon the expiration of the applicable restricted
periods. The shares were issued on October 18, 2018 to NIL. The securities were issued pursuant to the exemption provided by Regulation
S promulgated under the Securities Act of 1933, as amended. The foregoing description of the Stockholder Representation Letters are qualified
in its entirety by reference to such agreements which are filed as Exhibit 10.3 to this Quarterly Report and are incorporated herein by
reference.
On December 3, 2018, we approved
the issuance of up to an aggregate of Ten Million Eight Hundred Thirty Eight Thousand One Hundred Forty One (10,838,141) shares of our
common stock, par value $0.0001, representing approximately 7.1% of our issued and outstanding common stock, at a per share price of Two
Dollars (US $2.00), to about 690 sales associates for prior sales and marketing services provided to us and our subsidiaries and affiliates.
As a condition of receipt of such securities, each recipient was required to execute one of two standard forms of Stockholder Representation
Letters, which contained, among other things, restrictions prohibiting the transfer of such securities for a minimum period of 18 or 24
months up to a maximum period of 72 months after the execution of such letter. For ease of administration, the recipients appointed Venvici
Partners Limited (“VVP”) as nominee to hold, manage, administer and effectuate the distribution of such securities upon the
expiration of the applicable restricted periods. The shares were issued on January 4, 2019 to VVP. The securities were issued pursuant
to the exemption provided Regulation S promulgated under the Securities Act of 1933, as amended. The foregoing description of the Stockholder
Representation Letters and the appointment of VVP as trustee are qualified in its entirety by reference to such agreements which are filed
as Exhibits 10.4 and 10.5 to this Quarterly Report and are incorporated herein by reference.
On March 11, 2019, our Board
of Directors, approved the issuance of up to an aggregate of Fifteen Million (15,000,000) shares of our common stock, par value $0.0001,
representing approximately 8.4% of our issued and outstanding common stock (collectively, the “Shares”), at a per share price
of Two Dollars (US $2.00), to about 700 sales associates for prior sales and marketing services provided to us and our subsidiaries and
affiliates. As a condition of receipt of such securities, each recipient was required to execute one of two standard forms of Stockholder
Representation Letters, which contained, among other things, restrictions prohibiting the transfer of such securities for a minimum period
of 18 months up to a maximum period of 66 months after the execution of such letter. For ease of administration, the recipients appointed
Venvici Partners Limited (“VVP”) as nominee to hold, manage, administer and effectuate the distribution of the Shares upon
the expiration of the applicable restricted periods. For so long as VVP is the stockholder of record of the Shares, VVP shall serve as
the attorney in fact to vote such Shares at any annual, special or other meeting of the stockholders of the Company, and at any adjournment
or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to any matter that may be submitted
for a vote of stockholders of the Company. The securities will be issued pursuant to the exemption provided by Regulation S promulgated
under the Securities Act of 1933, as amended. The foregoing description of the Stockholder Representation Letters and the appointment
of VVP as trustee are qualified in its entirety by reference to such agreements which are filed as Exhibits 10.6 and 10.7 to this Quarterly
Report and are incorporated herein by reference.
V-More Merchant Acquisition Agreements
On March 19, 2019, we entered
into a V-More Merchant Acquisition Agreement with each of the Consultants pursuant to which each Consultant agreed to provide certain
services related to the identification, due diligence, acquisition and retention of potential merchants in certain designated territories
for inclusion in our V-More platform. As consideration for these services, each Consultant received up to an aggregate of Fourteen Million
Three Hundred Twenty Thousand (14,320,000) shares of our common stock, for an aggregate of up to Forty-Two Million Nine Hundred Sixty
Thousand (42,960,000) shares of our common stock, subject to the achievement of certain performance milestones and certain clawback rights.
We registered Twenty-One Million Four Hundred Eighty Thousand (21,480,000) shares of the amount of shares issuable under the V-More Merchant
Acquisition Agreement on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019. The
foregoing description of the V-More Merchant Acquisition Agreements is qualified in its entirety by reference to the V-More Merchant Acquisition
Agreements dated March 19, 2019, which are filed as Exhibits 10.8, 10.9 and 10.10 to this Quarterly Report and incorporated herein by
reference.
Consulting Agreement
During the period from March
19, 2019 till December 31, 2019, one of V-More’s merchants and vendors, Fame Reserve Limited, a subcontractor of Ms. Sukullayanee
Suwunnavid (the “Digital Consultant”), which distributes digital vouchers, ran a promotion through V-More platform to promote
and sell their digital vouchers (the “Promotion”). As a consideration for purchasing these vouchers for the promotion, the
Board approved the issuance of up to an aggregate of Ten Million (10,000,000) shares of our common stock, par value $0.0001, of our issued
and outstanding common stock, at a per share price of Two Dollars (US$2.00).
In connection to the Promotion,
we entered into a Consulting Agreement with pursuant to which the Digital Consultant agreed to supply certain digital offerings and services
to our customers, including without limitation, order fulfilment services with respect to orders from our customers received through the
Digital Consultant’s online platform and its related digital offerings. We issued Ten Million (10,000,000) shares of the Corporation’s
Common Stock, par value $0.0001 (the “Shares”), at a per share price of US$2.00, as payment in full for the Services and the
satisfaction of all of our obligations to the Digital Consultant with respect to such services. These securities were registered on a
Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2019. The foregoing description of the
Consulting Agreement is qualified in its entirety by reference to the V-Consulting Agreement dated March 19, 2019, which is filed as Exhibit
10.11 to this Quarterly Report and incorporated herein by reference.
Our current corporate structure
is as below:
Our Operations and Future
Plans
Ecommerce Platform
We are focused on providing
users with innovative tools to live and interact in the modern mobile world through our ecosystem of IoT, Big Data, Blockchain and E-commerce
products and services. We integrate blockchain technology with our E-commerce platform to connect consumers and merchants in a dynamic
global marketplace via blockchain transactions. We onboard users, consumers and referrers through our Affiliate Incentivized Marketing
to Advertising Dollar Sharing (formerly known as Affiliate Incentivized Marketing (AIM)) model while merchants are onboarded via our Merchant
Incentivized Marketing (MIM) model. Some products and services offered in our ecosystem include procurement of discounted goods and services,
referral reward system, mobile games and digital marketing, financial markets apps and a “Business Centre” within the same
app. Our E-commerce platform not only offers users the ability to make online purchases, but also the convenience of an O2O (Online to
Offline) platform whereby consumers can transact at a discount online while goods and services are distributed at a physical location.
This drives traffic to the already weakened retail industry. The Business Centre within our ecosystem is offered through a mobile app
and allows users to create their own referral platform within our ecosystem.
Advertising Dollar Sharing
(ADS)
We have rebranded our Affiliate
Incentivized Marketing to Advertising Dollar Sharing. Similar to the AIM model, the ADS business model also involves driving online and
physical traffic and increasing sales and marketing of targeted products and services. Its enhanced function includes distribution of
advertising dollars via ADS system to agencies, affiliate marketers, advertiser, users and referrals.
Sale and Distribution
of IoT Smart Devices / VMore System Private Limited
In addition to the E-commerce
platform, we intend to focus on the sales and distribution of IoT smart devices and appliances. In September, 2019, we began to sell our
first IoT appliance, our smart coffee dispensing machines (the V-More Express (“VX”)). Our initial plans of beginning machine
distribution on or about the third calendar quarter of 2020 were delayed by the COVID-19 pandemic. We are currently monitoring the situation
and hope to begin machine distribution and their progressive operation in Singapore once the economy begins to return to normalcy. We
hope to derive income from sales of our VX IoT hardware, the core consumables in VX and the advertising services we provide to our customers
in connection with the VX.
Features of the VX; Revenue
Sources:
Machine Capacity: The VX offers
9 types of beverage, holds 60 litres of distilled water tank and is able to produce 400 cups of beverages. VX currently offers barista-grade
coffee in 9 different varieties in both hot and ice options. VX can be modified to allow for other offerings to be sold. We expect to
adopt regional pricing for core products sales, aligning to each specific market’s demand and supply.
AdTech: In addition to sales
of core products, we expect to rely on advertisements placed through the VX to drive revenue. We intend to seek advertisers that are proximate
to each specific VX to display their advertisements through our smart machine. We believe that the use of local advertisements (Proximate
Location Ads, or PLA) will drive relevant traffic to nearby physical merchants as well as online merchants. Advertisements can be static
or dynamic and may be interactive, allowing user interaction. We expect to provide services to advertisers to assist them in creating
and placing effective ads in the VX.
Smart Technology: The VX features
a 42 inch touch screen with Smart Digital Panel Advertising Technology (“SDPAT”) that allows users to interact with advertisements
via its interactive touch screen. Through the VX, we hope to capture users’ spending behaviour, advertisement interactions and other
quantitative data, while developing our Big Data analytics. Data from our machines can be integrated with our ecommerce platform to facilitate
the offering of discounts, rewards or other products and services across our e-commerce platform. We believe that additional data will
allow us to: (i) deliver and improve our offerings and services of our online VMore E-commerce platform; (ii) improve synergy with offline
merchants; (iii) improve the efficacy of our advertising services; and (iv) improve sales of products offered by the VX.
VX Operations
Our
VX business operations are segregated into the following core functions to address the needs of our advertisers, VX IoT hardware purchasers
and consumers.
Sales and Marketing Team.
Our team will focus on the sale of the VX IoT hardware. Its targeted industries are primarily from real estate and property owners
such as commercial offices, retails and buildings, where the VX will be installed. In addition to the sale of VX, the team will also create
brand awareness of the VX and its core offerings in the VX.
Advertiser Onboarding Team.
Once an advertiser engages us online to have its advertisement placed in VX, a member of our advertiser onboarding team will initiate
the first of several communications with the merchant to introduce the advertiser to the technology involved in our PLA ecosystem. Before
the advertisement goes live on the VX, the team will work with the advertiser to build and create the advertisement. We will provide tools
such as an app to ensure the advertisement traffic monitoring and management are aligned. All advertisements will be proximate locality
based, ensuring relevance for targeted traffic to be driven.
Operation and Maintenance
Team(O&M). Once the VX are deployed, O&M team will monitor the performance of each VX deployed for its ingredients supply,
hardware status and data collection efficiency. Maintenance of the hardware for performance to prevent downtime and refilling the ingredients
into the VX will be undertaken by the O&M team.
Customer/User
Service Representatives. Our customer service representatives will be reachable via the app or email 24 hours a day, seven days
a week. The customer service team will also work with our technology team to improve the experience of VX owners, consumers and advertisers
on the mobile application based on their feedback.
Technology.
We employ technology to improve the experience we offer to VX owners, users and advertisers, increase the rate at which our users use
our V-More Pro platform and enhance the efficiency of our business operations. A component of our strategy is to continue developing and
refining our technology. With the future use of blockchain technology for recording and collecting data, we believe the security of transactional
records will be increased, protecting the accuracy of data held by VX owners, advertisers and users. We believe that basing transactional
data on a private blockchain network will facilitate a smoother and faster transaction completion.
We
expect to use an algorithm to analyze data collected through our VX ecosystem. As the volume of transactions grow organically through
increased deployment of VXs, we expect to increase the amount of data that we can collect and analyze. We believe that such data will
allow us to continue to improve the experience of our VX owners, advertisers and consumers which, in turn, will help us improve the way
the ecosystem flows.
Cybersecurity.
We have integrated our technology with encryption algorithm “SHA3-256” & RSA Public/Private-Key, which
is designed to withstand timing attacks. It also accepts any 32-byte string as a valid public key and does not require validation. We
believe that the security of transaction records within our current system is adequate.
Advertising
Dollar Sharing (ADS). We believe our ADS model will allow users and advertisers to benefit from reduced costs to
consumers and higher traffic for advertisers. We expect users to benefit from discounts and advertising dollar rebates offered through
our PLA ecosystem from online and offline merchants, referrals, and internal marketing efforts, with advertisers benefitting from increased
retail sales volume offline or online.
Core
Product/User Scale. We hope to include other products from mass market merchants, such as food and other beverages,
as part of our product and service offerings. We believe that outreach to the mass market will be more effective to drive traffic for
the advertisers/merchants where simple to complex transactions can be achieved through adoption of an incentivized model.
Brand.
A substantial portion of our VX owners, advertisers and users are acquired through agencies, word-of-mouth & social network/platforms.
We believe that relying on the referral process, in turn, will improve the quality of our user base, advertisers and VX owners as well
as brand awareness. We expect that higher confidence in our brand will facilitate acquiring more users, advertisers and VX owners for
our ecosystem.
We
operate our IoT Smart Device business through VMore System Private Limited (“VSPL”), our wholly owned subsidiary. VMSPL was
incorporated in Singapore on July 22, 2019, and operates with our subsidiary AIM System Private Limited (“ASPL”), a Singapore
private limited corporation incorporated on April 1, 2019, as described below:
|
·
|
VSPL – engages in sales and marketing of VX and barista grade coffee to owners and consumers, operates and maintains the VX including support, both technical and non-technical;
|
|
·
|
ASPL – engages in VX software technology integration; Proximate Location Ads (“PLA”) activities such as advertisement sales, build, create and deploy its proprietary software technology (“PropST”); distribute advertising dollars via an Advertising Dollar Sharing (“ADS”) system to agencies, affiliate marketers, advertisers, users and referrals; provide technical and non-technical support in relation to PLA; and engages in brand management, marketing, promotions and media engagement activities.
|
VX vendor
We expect to rely on Barista
Uno Private Limited (“BUPL”) to provide VSPL with VX IoT hardware and coffee sourcing, distribution, and logistical upstream
and downstream fulfilment services. Eldee Tang, our Chief Executive Officer, Interim Chief Financial Officer, Interim Secretary and Director
owns 31% of BUPL. As a result of the Covid-19 pandemic, Singapore has enacted heightened measures since April 7, 2020, that have restricted
movement in people, goods and services for most businesses in Singapore. As a result, we our sales operations for VX related offerings
were materially and adversely impacted. Our expected recovery timeline will depend on the policies of the Singapore Government moving
forward, such as lifting of the movement restriction measures. We expect such impact to continue at least throughout the balance of calendar
year 2021.
Trends, Markets and Regions
Advertisement Spending
*It is estimated that advertising
spending worldwide will surpass 560 billion U.S. dollars in 2019, representing a growth of roughly four percent compared with the previous
year. North America is expected to remain the largest regional ad market, closely followed by Asia Pacific. Western Europe ranks third,
with ad spends amounting to approximately half of these of North America. (*Source: https://www.statista.com/statistics/ 236943/global-advertising-spending/)
**Meanwhile, digital advertising spending worldwide – which includes both desktop and laptop computers as well as mobile devices
– stood at an estimate at 194.6 billion U.S. dollars in 2016. This figure is forecast to constantly increase in the coming years,
reaching a total of 335 billion U.S. dollars by 2020. (**Source: https://www.statista.com/statistics/237974/online-advertising-spending-worldwide/)
In addition to the advertising
spending study, we examined various consumer models such as cashback models for direct compensation to affiliate marketing (e.g., https://www.shopback.sg),
discounted coupons sales model (e.g. https://www.groupon.com) and incentivized reward model (e.g. https://www.dollarshaveclub.com).
We believe that advertising
spending, including digital advertising spending will continue to increase in the near future. We intend to innovate the way advertisement
is used in the marketplace through digital advertisements and effective channeling relevant traffic.
Market and Region: Bank
and Unbanked in Southeast Asia
*With a population of 570
million and a booming GDP expected to reach $4.7 trillion by 2025, the six largest countries in Southeast Asia represent one of the world’s
largest and fastest-growing regions. Within the region, we believe that the financial services industry holds tremendous if fundamental
underlying challenges are addressed. For example, cash is still the primary means of transaction. More than 70% of the adult population
is either “underbanked” or “unbanked,” with limited access to financial services. (*Source: https://www.bain.com/insights/fufilling-its-promise/)
*Currently, only 50% of adults
in ASEAN have an account at a financial institution. ASEAN is discussing a specific financial inclusion target for 2020. There is a consensus
to set the target at around 70% for 2020. Rates of financial “exclusion” are higher among the poor, those living in rural
areas, and those who are less-educated. Interestingly, neither gender nor age are relevant factors that explain financial exclusion in
ASEAN countries. In ASEAN countries, only 29% of workers reported receiving their monthly salaries through an account from a financial
institution, while the remaining 71% is paid in cash by their employers. (Source: http://blogs.worldbank.org/eastasiapacific/how-to-scale-up-financial-inclusion-in-asean-countries).
We believe the unbanked population
in the ASEAN region represents an untapped opportunity, as individuals without accounts at financial institutions are limited in their
ability to shop or engage in other financial transactions online. We intend to focus on the ASEAN region, especially the unbanked market
which is generally not the main focus of many large corporations. We believe that our model of converting VX spending into reward incentives
and rebates that are redeemable on our platform allows the unbanked market to access our online platform for new and additional spending
experiences without the requirement of having an account at a financial institution.
Other Initiatives
We are generally pursuing
a plan of expansion and hope to achieve revenue growth through mass adoption by users and merchants of our platform/ecosystem. We seek
to increase our user and merchant base through user incentive programs and brand awareness marketing programs, among other things. We
expect to focus on users and merchants located in China and the Asia Pacific region in the foreseeable future. There can be no assurance,
however, that we will be able to successfully grow our revenues in the future, if ever.
Effective May 27, 2021,
we granted Accell Technologies, Inc. (“ATI”) an exclusive license to use, market and sell our E-commerce Aggregator,
Reward, AIM and AdTech system (“System”) in North America and South America for a period of 10 years (the “ATI
License Agreement”). Pursuant to the terms of the ATI License Agreement, ATI is obligated to pay a royalty fee of 10% of gross
revenues, not to exceed 20% of EBITDA on a per country basis in addition to other set up and software maintenance fees. ATI
completed its evaluation of our System, and we expect ATI to complete the general software requirements specification
(“SRS”) submission during the calendar quarter ended September 30, 2021. However due to the Covid 19 pandemic situation
and restrictions, ATI faces delay in completing the SRS. ATI hopes to complete the SRS by the end of calendar quarter ended December
31, 2021. The foregoing description of the ATI License Agreement is qualified in its entirety by reference to such agreement which
is filed as Exhibit 10.15 to this Quarterly Report.
Effective
June 25, 2021, we appointed GreatSolutions Pte. Ltd., a Singapore corporation, (“GSP”) to serve as our authorized distributor
of our new biodegradable waste recycling machine for the territory of Singapore in accordance with the terms of agreed within Authorized
Distributor Agreement (the “Authorized Distributor Agreement”). Pursuant to the terms of the Authorized Distributor Agreement,
agreed to purchase 100 units of our machines as well as other related products and pay a license fee of One Million Dollars for the first
year of the term. The term of the Authorized Distributor Agreement will begin upon the successful commission of the first machine in Singapore.
We are in the process of working with the relevant governmental agencies to have the machines commissioned for use in Singapore. On July
12, 2021, we received $100,000 as a portion of the license fee. The foregoing description of the Authorized Distributor Agreement is qualified
in its entirety by reference to such agreement which is filed as Exhibit 10.16 to this Quarterly Report.
INTELLECTUAL PROPERTY AND PATENTS
We expect to rely on patents,
trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property
rights and protect our “VMore Express” brand and services. These legal means, however, afford only limited protection and
may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect
our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs
and diversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property could make it more
expensive to do business and harm our operating results.
The laws of Singapore and
our target countries may not protect our brand and services and intellectual property to the same extent as U.S. laws, if at all. We may
be unable to fully protect our intellectual property rights in these countries. Further, companies in the internet, social media technology
and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten
litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights.
We intend to seek the widest
possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks,
copyrights and patents, if applicable. We anticipate that the form of protection will vary depending upon the level of protection afforded
by the particular jurisdiction. Initially, we expect that our revenue will be derived principally from our operations in Singapore and
other parts of Southeast Asia where intellectual property protection may be more limited and difficult to enforce. In such instances,
we may seek protection of our intellectual property through measures taken to increase the confidentiality of our findings.
We intend to register trademarks
as a means of protecting the brand names of VMSPL, its products, and systems. We intend protect our trademarks against infringement and
also seek to register design protection where appropriate.
We rely on trade secrets and
unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require
our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide
that all confidential information developed or made known to the individual during the course of the individual's relationship with us
is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide
that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our
company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these
agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how
will not otherwise become known or be independently developed by competitors.
COMPETITION
We operate in a highly competitive
and fragmented industry that is sensitive to price and service. We compete with leading beverage companies such as Luckin Coffee (China),
Toastbox (Singapore) which may offer substantially the same or similar product offerings as us. We also compete with businesses that focus
on particular merchant categories or markets as well as traditional cash payments and other popular online shopping websites and apps,
and other traditional media companies that provide discounts on products and services. We believe the principal competitive factors in
our market include the following:
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·
|
breadth of consumer base and advertisers/merchants featured;
|
|
·
|
local presence and understanding of local business trends;
|
|
·
|
ability to deliver a high volume of relevant deals to consumers;
|
|
·
|
ability to produce high purchase rates for deals among users;
|
|
·
|
ability to generate positive return on investment for advertisers/merchants; and
|
|
·
|
strength and recognition of our brand.
|
Although we believe we compete
favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue
to demonstrate the viability of a local online-to-offline & offline-to-online solution provider. Many of our current and potential
competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product
and services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their
existing customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies
and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more
far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or
to monetize that subscriber base more effectively than us. Our competitors may develop products or services that are similar to our products
and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that merchant
payment terms are a principal competitive factor in our market, they may become such a factor and we may be unable to compete fairly on
such terms.
We hope to achieve revenue
growth through mass adoption by users and merchants of our platform/ecosystem. We seek to increase our user and merchant base through
user incentive programs and brand awareness marketing programs, among other things. We expect to focus on users and merchants located
in China and the Asia Pacific region in the foreseeable future.
On January 31, 2021, we terminated
our service office lease at 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616. Our new principal is located at 45
Ubi Crescent, Singapore 408590.
On October 1, 2018, we purchased
a building subject to a sixty year leasehold located at 45 Ubi Crescent, Singapore 408590 to serve as our primary operational center.
The four storey building is approximately 13,000 square feet with a remaining lease term of thirty-eight years. The purchase price of
S$4,480,000 (approximately US$3,295,819) was financed by a loan with Ethoz Capital Limited in the principal amount of S$3,136,000 (approximately
US$2,307,073) at an annual rate of 3.75%, payable over 120 months commencing October 1, 2018. The loan is personally guaranteed by our
Chief Executive Officer and Director, Eldee Tang. The foregoing description of the loan is qualified in its entirety by reference to the
Secured Term Loan Facility dated September 14, 2018, which is filed as Exhibit 10.13 to
this Quarterly Report and incorporated herein by reference.
On January 19, 2019, we opened
a branch office in Taiwan to service merchants and customers of our online platform, V-more, located within the Greater China Region.
Our Taiwan branch office also oversees the operations of a V-More branded office located in China and is operated by one of our sales
affiliates. The Taiwan branch office is currently operated through our subsidiary VESG. The Taiwan branch office is a party to a lease
agreement, a summary of which is as follows:
Name of Branch
|
Ventrepreneur (SG) Private Limited, Taiwan Branch
|
Office Address
|
282 Zheng Bei Road 2, Level 5 Unit 3, Xitun District, Taichung, Taiwan
|
Tenancy Period
|
December 1, 2018 to November 30, 2020
|
Premises Size
|
Approximately 3,000 square feet
|
Yearly Lease Amount
|
US$37,473 for Taiwan branch
|
In addition to our Taiwan
office and China affiliate office, certain of our sales affiliates also operate additional V-More branded affiliate offices in the following
regions: Indonesia, Thailand and Malaysia. We hope to memorialize the terms of operations of these affiliate offices in the near future.
Intellectual Property
We continue to own the rights,
title and interests in Patent for a receptacle catheter with integral anchoring means, which Patent is associated with our former business.
The Patent was issued on September 1, 2004 and will expire on September 6, 2022. We do not expect to exploit these Patents in the near
future.
Results of Operations
The COVID-19 pandemic and
the effects arising from efforts to contain the outbreak have materially and adversely affected our business and financial performance
for the three months ended June 30, 2021. Our unaudited condensed consolidated financial statements for the three months ended June 30,
2021, includes a note about our ability to continue as a going concern due to consecutive quarterly losses from operations from the last
year ended March 31, 2021, and continuing into the first fiscal quarter ended June 30, 2021, as a result of COVID-19. If COVID-19 continues
to adversely affect our business and financial performance, we may not be able to generate sufficient cash flow to meet our operating
expenses.
In response to the outbreak
and related government-imposed restrictions impacting goods and services movement and fulfilment, we have taken a series of cost containment
measures, including telecommute working for some employees, reducing pay and benefits for remaining employees, human resource actions
and cutting back capital spending. The above measures have affected our operating capacity and work efficiency, and negatively impacted
our sales and marketing activities as well as our business performance. The extent to which COVID- 19 affects our business performance
will depend on the future development of the epidemic, including new actions taken by the government to contain the outbreak, which is
highly uncertain and unpredictable. In addition, if the economy of Southeast Asia as a whole is negatively impacted by the outbreak, our
operating performance will also be adversely affected.
Singapore Covid-19 pandemic
circuit breaker & heightened measures (restricted movement of people, goods and services) were officially imposed by the Singapore
Government on April 7, 2020. However, prior to this date (on 24 March, 2020), the Multi-Ministry
Task Force had announced more stricter measures to combat the spread of COVID-19, after a huge spike in cases originating from returning
Singaporeans in the community occurred. These measures included the closure of entertainment venues, tuition and enrichment centres and
places of worship. Malls, retail establishments and tourist attractions were required to reduce their crowd density in order to stay open.
Gatherings of more than 10 people outside of work and school were prohibited. As of today, some measures are relaxed within a controlled
environment while other measures are tightened. As Singapore is our key country of operation and management, the circuit breaker measures
have significantly and adversely impacted our operations and revenues.
In light of the uncertainty
as to when we can resume full operations and the uncertain customer demand environment, we are seeking financing from equity investors
and financial institutions for current and projected future working capital and growth expansion purposes. In addition, we have also re-aligned
our targeted sectors and increased product bundling in our business plan. Based on our revised business plan and updated forecast, we
believe the Company will have sufficient operating cash flows to operate as a going concern over the next 12 months.
Comparison of the three months ended June 30,
2021 and June 30, 2020
The following table sets forth
certain operational data for the three months ended June 30, 2021, as compared to the three months ended June 30, 2020:
|
|
Three months ended June 30,
|
|
|
|
2021
|
|
|
2020
|
|
Net Revenue
|
|
$
|
80,857
|
|
|
$
|
130,238
|
|
Cost of revenue
|
|
|
(34,884
|
)
|
|
|
(59,207
|
)
|
Gross profit (loss)
|
|
|
45,973
|
|
|
|
71,031
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing expense
|
|
|
–
|
|
|
|
277,801
|
|
General and operating expenses
|
|
|
517,587
|
|
|
|
761,069
|
|
Total operating expenses
|
|
|
(517,587
|
)
|
|
|
1,038,870
|
|
Loss from operations
|
|
|
(471,614
|
)
|
|
|
(967,839
|
)
|
Loss before income taxes
|
|
|
(582,891
|
)
|
|
|
(809,954
|
)
|
NET LOSS
|
|
$
|
(582,891
|
)
|
|
$
|
(821,991
|
)
|
Net Revenue. We generated
net revenue of $80,857 and $130,238 for the three months ended June 30, 2021 and 2020, respectively. For the three months ended June 30,
2021, 97% of the net revenue was contributed by Singapore with 70% of the total net revenue from service income. The decrease in net revenue
for the three months ended June 30, 2021 was due to COVID-19 related government imposed restrictions impacting goods and services movement
and fulfilment, and our reduction in manpower resources from cost cutting measures, thereby impacting our operation. For the three months
ended June 30, 2020, 88% of net revenue was contributed by Singapore with 22% of the total net revenue mainly from service income. None
of the other countries contribute more than 10% each. In the near future, we hope to increase our focus on VX machine sales and increase
the full ecosystem adoption from IoT to VMore e-commerce.
For the three months ended
June 30, 2021 and 2020, the following geographic regions accounted for 10% or more of our total net revenues:
Country
|
|
June 30, 2021
|
|
|
June 30, 2020
|
|
Singapore
|
|
|
97%
|
|
|
|
88%
|
|
Malaysia
|
|
|
1%
|
|
|
|
3%
|
|
Philippines
|
|
|
–
|
|
|
|
1%
|
|
Thailand
|
|
|
1%
|
|
|
|
1%
|
|
Indonesia
|
|
|
1%
|
|
|
|
2%
|
|
Greater China Region
|
|
|
–
|
|
|
|
–
|
|
United States
|
|
|
–
|
|
|
|
1%
|
|
Rest of the World
|
|
|
–
|
|
|
|
4%
|
|
Total
|
|
|
100%
|
|
|
|
100%
|
|
Major customers.
For the three months ended
June 30, 2021 and 2020, no customers accounted for 10% or more of our total net revenues.
Major Vendors.
For the three months ended
June 30, 2021 and 2020, no vendors account for more than 10% of the Company’s purchase.
Gross Profit/Loss.
We achieved a gross profit of $45,973 and gross profit of $71,031 for the three months ended June 30, 2021, and 2020, respectively. The
attributing factor for the decreased in gross profit was due to lower sales activities during the Covid-19 pandemic climate. We expect
to continue to focus on the new IoT product line.
Operating Expenses.
|
|
Three months ended June 30,
|
|
|
|
2021
|
|
|
2020
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing expense
|
|
$
|
–
|
|
|
$
|
277,801
|
|
General and operating expenses
|
|
|
517,587
|
|
|
|
761,069
|
|
Total operating expenses
|
|
$
|
517,587
|
|
|
$
|
1,038,870
|
|
During the three months ended
June 30, 2021, and 2020, we incurred operating expenses of $517,587 and $1,038,870, respectively. Our operating expenses for the three
months ended June 30, 2021, were attributable to general and operating expenses. Our operating expenses for the three months ended June
30, 2020, included sales and marketing expense of $277,801 and general and operating expenses of $761,069. The overall decrease in operating
expenses was due to the streamlining of processes to improve efficiencies and cost cutting measures taken, impacting all sales and marketing
activities during the Covid-19 pandemic.
Net Loss. We recorded
a net loss of $582,891 and $821,991 for the three months ended June 30, 2021, and 2020, respectively. The decrease in net loss is primarily
attributable to a decrease in operating expenses, a decrease in our cost of revenue combined with the overall decrease in revenue during
the Covid-19 pandemic. We hope to make progressive changes to our business model over the next few months to improve our net income during
the Covid-19 pandemic situation.
Liquidity and Capital Resources
As of June 30, 2021, we had
current assets of $5,496,321 and current liabilities of $12,581,013. Our current assets consisted of $78,762 of cash and cash equivalents,
$345,603 of deposits, prepayment and other receivable, $174,221 of account receivable, purchase deposits of $1,715,430, deferred costs
of $3,167,121, and inventories of $15,184. Our current liabilities consisted of $4,317,313 of accrued liabilities and account payables,
$64,386 of commission liabilities, $4,181,919 of deferred revenue, $1,551,672 of amount due to Eldee Tang, our Chief Executive Officer
and Director, $280,317 of amount due to a related party for which it represents an unsecured non-interest bearing advance from our former
shareholder Ms. Kao Wei-Chen, $28,338 of income tax payable and $2,427,068 of current portion of borrowings.
As of March 31,
2021, we had current assets of $5,291,014 and current liabilities of $10,532,553. Our current assets consisted of $48,214 of cash and
cash equivalents, deferred cost of $3,160,539, $79,951 of accounts receivable, purchase deposits of $1,711,865, $275,293 of deposits,
prepayment and other receivables, inventories of $15,152. Our current liabilities consisted of $4,288,981 of account payables and accrued
liabilities, $4,085,010 of deferred revenue, $1,488,322 of amount due to Eldee Tang, our Chief Executive Officer and Director, $280,317
of amount due to related party consisting of unsecured non-interest bearing advances from our shareholder Ms. Kao Wei-Chen, income tax
payable of $ 28,976 and current portion of borrowing of $360,947.
We had accumulated deficits
of $139,958,600 and $139,375,793 as of June 30, 2021 and March 31, 2021, respectively. The increase in accumulated deficit is mainly due
to the dire decreased in sales volume, as a result of government imposed restrictions on the movement of goods and services globally and
locally.
|
|
Three months ended June 30,
|
|
|
|
2021
|
|
|
2020
|
|
Net cash used in operating activities
|
|
$
|
(518,403
|
)
|
|
$
|
(346,098
|
)
|
Net cash used in investing activities
|
|
$
|
–
|
|
|
$
|
(751
|
)
|
Net cash generated from financing activities
|
|
$
|
604,241
|
|
|
$
|
151,194
|
|
Net Cash (Used in) Generated
from Operating Activities
Net cash used in operating
activities was $518,403 for the three months ended June 30, 2021, and consisted primarily of a net loss of $582,891, adjusted for amortization
of intangible of $581, depreciation of property, plant and equipment of $56,193, a decrease in deposits, prepayment and other receivable
of $35,982, an increase in accrued liabilities and account payables of $19,566, an increase in commission liabilities of $64,936, an increase
in deferred revenue of $89,157, offset by an increase in account receivable of $94,908 and a decrease in tax payable of $107,019.
Net cash used in operating activities was $346,098 for the three months ended June 30, 2020, and consisted
primarily of a net loss of $821,991, adjusted for amortization of intangible of $549, depreciation of property, plant and equipment of
$49,238, a decrease in account receivable of $23,933, a decrease in deferred costs of $10,340, an increase in accrued liabilities and
account payables of $537,322, an increase in tax payable of $20,280, offset by an increase in deposits, prepayment and other receivable
of $157,912, decrease in commission liabilities of $4,117 and a decrease in deferred revenue of $3,740.
Net Cash Used In Investing
Activities
There were no investing activities
for the three months ended June 30, 2021. Net cash used in investing activities was $751 for the three months ended June 30, 2020, and
consisted primarily of purchase of property, plant and equipment of $751.
Net Cash Generated From
(Used in) Financing Activities
Net cash generated from financing
activities for the three months ended June 30, 2021, was $604,241 and consisted primarily of advance from a director of $60,766, proceeds
from finance lease of $2,400,600, repayment of loan of $1,845,311 and repayment of finance lease of $11,814. Net cash generated from financing
activities for the three months ended June 30, 2020, was $151,194 and consisted primarily of advance from a director of $209,666 and repayment
of finance lease of $58,472.
We have never paid dividends
on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently,
we do not expect to pay dividends on Common Stock in the foreseeable future.
The success of our growth
strategy is dependent upon the availability of additional capital resources on terms satisfactory to management as we are not generating
sufficient revenues from our business operations. Our sources of capital in the past have included the sale of equity securities, which
include common stock sold in private transactions, capital leases and stockholder advances. There can be no assurance that we can raise
such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed above
are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares
and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to
our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt
or other financing to fund our plan of operations.
Off-Balance Sheet Arrangements
We have no outstanding off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange
traded contracts.
Going Concern
The unaudited condensed financial
statements contain an explanatory paragraph expressing substantial doubt about our ability to continue operating as a going concern. The
financial statements have been prepared "assuming that we will continue as a going concern," which states that we will realize
our assets and satisfy any liabilities and commitments in the ordinary course of business.
Critical Accounting Policies and Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions,
estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies,
if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those
that are most important to the presentation of our financial condition and results of operations and require management's subjective or
complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change
in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and
because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We
believe the following accounting policies are critical in the preparation of our financial statements.
These accompanying condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
In preparing these condensed consolidated financial statements, management
makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses
during the periods reported. Actual results may differ from these estimates.
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.
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Property, plant and equipment
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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:
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Expected useful lives
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Building
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38 years or lesser than term of lease
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Leasehold improvements
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3 - 10 years or lesser than term of lease
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Furniture and fittings
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3 years
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Office equipment and computers
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1 - 5 years
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Motor vehicle
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3 - 3.33 years
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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.
The Company adopted Accounting Standards Update
(“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU
2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills
its obligations under each of its agreements:
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identify the contract with a customer;
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identify the performance obligations in the contract;
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determine the transaction price;
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allocate the transaction price to performance obligations in the contract; and
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recognize revenue as the performance obligation is satisfied.
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The Company accounts for a contract with a customer
when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial
substance and consideration to collect is substantially probable.
The Company continues to derive its revenues from
sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence of an arrangement is
demonstrated via sales contract and invoice; and the sales price to the customer is fixed upon acceptance of the sales contract and there
is no separate sales rebate, discount, or volume incentive. The Company recognizes revenue when title and ownership of the goods are transferred
upon shipment to the customer by the Company to consider control of goods are transferred to its customer and collectability of payment
is reasonably assured. The Company’s revenues are recognized at a point in time after all performance obligations are satisfied.
The Company records revenues from the sales of
third-party products on a “gross” basis pursuant to ASC 605-45 Revenue Recognition - Principal Agent Considerations,
when we are the primary obligor in the arrangement with the end customer and have the risks and rewards as principal in the transaction,
such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators
have not been met, or if indicators of net revenue reporting specified in ASC 605-45 are present in the arrangement, revenue is recognized
net of related direct costs.
Product sales are recorded net of good and service
taxes and product returns.
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.
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Foreign currencies translation
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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$1 has been
made at the following exchange rates for the three months ended June 30, 2021 and 2020:
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June 30, 2021
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June 30, 2020
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Period-end S$:US$1 exchange rate
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1.3444
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1.3946
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Period average S$:US$1 exchange rate
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1.3330
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1.4118
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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.
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Fair value of financial instruments
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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
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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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.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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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.
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Recent accounting pronouncements
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The Company has reviewed all recently issued,
but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to
cause a material impact on its financial condition or the results of its operations.