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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________ 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the

Securities Exchange Act of 1934

        

Date of Report (Date of earliest event reported):
August 8, 2018

_______________________________________________________________

 

NOBLE VICI GROUP, INC.

(Exact name of registrant as specified in
its charter)

 

 

Delaware   000-54761   42-1772663

(State or other jurisdiction of

incorporation)

  (Commission File Number)   (I.R.S.  Employer Identification No.)

 

 

1 Raffles Place, #33-02

One Raffles Place Tower One

Singapore 048616

(Address of principal executive offices)
(Zip Code)

 

+65 6491 7998
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth
company
o

 

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

 

Except for historical
information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties,
including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such
forward-looking statements include, among others, those statements including the words “expects,” “anticipates,”
“intends,” “believes” and similar language.  Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but
are not limited to, those discussed in the sections “Description of Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks
described in this Current Report on Form 8-K and in other documents we file from time to time with the Securities and Exchange
Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of
the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements
or reflect events or circumstances after the date of this document.

 

Although we believe
that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of
risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

 

All references in this
Form 8-K to the “Company,” “we,” “us” or “our” are to Noble Vici Group, Inc. on a consolidated
basis.

 

Item 2.01 Completion of an Acquisition
or Disposition of Assets.

 

On August 8, 2018,
NOBLE VICI GROUP, INC. (“we”, “us” or the “Company”), executed a Share Exchange Agreement (“the
“Share Exchange Agreement”) with Noble Vici Private Limited, a corporation organized under the laws of Singapore (“NVPL”),
and the Eldee Tang, the sole shareholder of NVPL, and also 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. As consideration, we agreed to issue to the sole shareholder of NVPL One
Hundred Forty Million (140,000,000) shares of our common stock, at a value of US $2.00 per share, for an aggregate value of US
$280,000,000. We consummated the acquisition of NVPL on August 8, 2018. 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. The foregoing description of the
Share Exchange Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.1 to this Current
Report and is incorporated herein by reference.

 

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.

 

Prior to the acquisition,
the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, NVPL will
comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined
entity. NVPL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization
of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical
financial statements of NVPL, and the Company’s assets, liabilities and results of operations will be consolidated with NVPL
beginning on the acquisition date. NVPL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal
acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition
are those of the accounting acquirer (NVPL). Historical stockholders’ equity of the accounting acquirer prior to the merger
are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to
the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial
statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

 

 

 

 

CORPORATE HISTORY

 

General

 

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.

 

History

 

On July 27, 2010, we
entered into an exclusive worldwide patent sale agreement (the “Patent Transfer and Sales Agreement”) with Ilanit Appelfeld
(the “Seller”), in relation to a patented technology, U.S. Patent Number: 6,743,209 (the “Patent”), for
a catheter with a integral anchoring mechanism. The patent and technology were transferred to us in exchange of payment to Ilanit
Appelfeld of $17,500 (seventeen thousand five hundred United States Dollars), according to the terms and conditions specified in
the Patent Transfer and Sales Agreement related to U.S. Patent Number: 6,743,209.

 

During the second quarter
of 2011 the Company raised gross proceeds of $75,000 pursuant to an effective Form S-1 Registration Statement and issued 37,500,000
post forward stock split shares of common stock that were registered pursuant to the Form S-1 Registration Statement.

 

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.

 

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.

 

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 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.
Mr. Lim’s decision to leave the Board and his executive officer positions with the Company is due to personal reasons and
not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices

 

 

 

 

Effective March 27,
2018, the following individuals were appointed to serve in the capacities set forth next to their names until his successor(s)
shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as an executive
officer or director of the Company:

 

Name Office(s)
Eldee Tang Chief Executive Officer and Director
Sin Chi Yip Chief Financial Officer
Jon Yee Chuan Lim Chief Operating Officer and Secretary

 

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 expects 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 Current Report and
is incorporated herein by reference.

 

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

 

Effective August 8,
2018, we consummated the acquisition of NVPL. As a result of the acquisition, our corporate structure is below:

 

 

 

 

 

 

 

Description
of Business OF NOBLE VICI PRIVATE LIMITED

 

Noble Vici Private
Limited (NVPL) is focused on providing users with innovative tools to live and interact in the modern mobile world through its
ecosystem of IoT, Big Data, Blockchain and E-commerce products and services. NVPL integrates blockchain technology with its 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 (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.

 

NVPL was incorporated
in Singapore on March 9, 2018, and operates through two primary subsidiaries:

 

· Venvici Private Limited (“VV”), incorporated in Singapore on March 25, 2013, engages
primarily in sales and marketing activities through our Affiliate Incentivized Marketing and Merchant Incentivized Marketing Programs;
and
· Noble Infotech Applications Private Limited (“NIA”), incorporated in Singapore on February
6, 2016, acquires, further develops and scales targeted mobile apps based on data collected from users and merchants in our ecosystem.

 

Affiliate Incentivized
Marketing (AIM) and Merchants Incentivized Marketing (MIM).

 

We have developed
an innovative Affiliate Incentivized Marketing (AIM) and Merchants Incentivized Marketing (MIM) business model to drive traffic
and increase sales and marketing of targeted products and services. AIM and MIM (“IM”) combine the efficiency of Affiliate
Marketing with the effectiveness of Incentive Marketing. Under the IM model, we build a community of resellers or affiliates that
are incentivized individually and as a community to drive trend and sales for products and services. As a Reseller, affiliates
are individually incentivized to recommend people to join the community, consume, purchase or even market our partnering vendors’
products and services. Resellers are also incentivized to grow their community with community performance awards. Customers who
are interested in the program can in turn become affiliates in the program.

 

Our MIM model is
similar to our AIM model. Under our MIM model, a community of merchants is built and acquired through Merchant to Merchant referrals,
Reseller to Merchant referrals and User/Customer to Merchant referrals. Each referring person is incentivized for his growth of
our merchant network.

 

To support the growth
and sustainability of our IM program, we have established training programs to build core affiliates, rewarding them through a
loyalty program tied to compensation and performance. We expect this core group to use build their client base through their individual
social network platforms.

 

VV has historically
marketed and promoted mobile games in fiscal year 2017, and health, organic and beauty consumables in fiscal year 2018. VV(marketing
function) has collaborated with GToken Limited (games publisher) in marketing GToken Limited’s mobile games. Through VV’s
AIM model, VV was able to assist GToken Limited in achieving a huge users base for its mobile games. Continuing on VV’s marketing
success through its AIM model, VV has leveraged on GToken Limited’s membership base to market its distribution of the health,
organic and beauty consumable products in 2018.

 

VV achieved the following
historical marketing performance (from inception 2013 till March, 31 2018) through its models & platform that contributed to
GToken Limited’s growth:

 

Total Number of Affiliates/Resellers 1,965,869
Total Number of Mobile Games Promoted 76
Total Number of Mobile Game Users Traffic – Global 1,885,012
        Total Number of Mobile Game Users Traffic – Asia 212,801
        Total Number of Mobile Game Users Traffic – Greater China Region 1,582,613
        Total Number of Mobile Game Users Traffic – Japan/Korea 2,448
        Total Number of Mobile Game Users Traffic – Rest of World 87,150
Total Number of Non-Mobile Game Products Promoted (Health, Organic & Beauty consumables) >100
Total Market Price of Products and Services Marketed and Sold Via VV US$90,063,650
   

*Source: Data provided by GToken Limited.
Eldee Tang, our Chief Executive Officer and Director owns 10% of GToken Limited.

 

 

 

 

In 2016, VV was awarded
the Singapore Manufacturing Federation’s (SMF) Business Model Innovation Award for our Affiliate Incentivized Marketing business
model. This was the first award in Singapore to recognize companies that have achieved success in transforming their business models.
The objective of this Award is to inspire the business community to pursue exceptional growth through business model innovation.
This Award celebrates innovative growth strategies in today’s fast-changing business landscape and honors companies that
have achieved excellence in innovative thinking and implementation in business model change.

 

In the future, we
expect to expand our IM focus to include more digital offerings that result from the integration of the NIA’s system and
blockchain technology. Digital offerings include our V-More Pro application, games publishing, financial applications and such
other applications that we may develop from time to time.

 

VV currently operates
through VenVici Limited (Seychelles) and Ventrepreneur (SG) Private Limited, its wholly owned subsidiaries, which target different
geographic regions of Asia and Southeast Asia.

 

Research And Development
Of Mobile & Browser Applications

 

NIA is primarily engaged
in the development of mobile & browser applications based on our research and analysis of big data collected from VenVici
(VV). Specifically, NIA researches data collected from the users and merchants to understand their behavior, identify trends and
correlations, develop and scale targeted market specific mobile apps. Digital marketing contents distribution also forms part
of the function of NIA. As part of NVPL’s effort to create a borderless marketplace economy with the advantages of speed,
reliability and security, we are in the process of integrating blockchain technology into the ecosystem. With the integration,
the payment process layer above the marketplace economy will be interconnected as the flow of tokens will replace the cash or
credit card payment of cross border goods and services. We believe that the nature of a blockchain network will increase user
security of our ecosystem.

 

Product and Service Offerings

 

V-More Pro (Mobile
App)
: V-More Pro is the culmination of various functions and offerings within our ecosystem. Besides the online offerings to
offline offerings, it also features mobile games publishing with in-app purchase using our system, financial market tools (apps)
and a Business Centre System (“BCTR”). The BCTR allows affiliates to earn extra income using our AIM/MIM model and
to build a team of resellers. All Customer Relation Management system (“CRM”) processes are inbuilt to allow for easy
management of the affiliate’s team of resellers.

 

V-More (Shopping
Application):
V-More is the Online and Offline products and services marketplace for consumers and merchants. Transactions
are integrated into blockchain.

 

Mobile Games:
We promote mobile games within V-More Pro to allow for gamers to use our game tokens in the blockchain payment network to pay for
In-App purchase, such as buying digital goods (pieces of wood) within a mobile game to build houses, gardens.

 

Profit Hunter
(Mobile Apps)
: Financial markets tools for analytics function in the US Equities, Forex and cryptocurrency markets.

 

InfinitePay:
Blockchain payment wallet which integrates the ecosystem with transactional functions. It features wallet to wallet transactions
and purchase payment transactions in the ecosystem. InfinitePay will accept various payment mode such as credit cards, crypto tokens
and convert these into a blockchain stable tokens or credits to be used in our ecosystem.

 

Health, Organic
and Beauty Consumables
: The current flagship products include Cerfrion Cell Regen ((California Department of Public Health
(“CDPH”) approved “Free Sales Certification”), which are approved for distribution in Indonesia, Thailand,
Singapore, United Arab Emirates, Vietnam, Philippines, Taiwan, Hong Kong and Malaysia)) for improving one’s health condition,
Organic Unprocessed Cordyceps (Sold in China Only) for anti-aging and health rejuvenation and Eumora (a special formulated moor
soap infused with Hydration microalgae factor (HmA)).

 

Blockchain Payment
in the E-Commerce
: Users can fund their InfinitePay wallet with credit cards or crypto tokens. The wallet credits will be converted
into our ecosystem specific tokens. Users can spend these tokens through one of the Apps such as V-More shopping app. We expect
merchants within our ecosystem to offer users special discounts for purchasing of goods and services within the app. As cash transactions
are replaced by the tokens transactions, we believe the advantages of speed, reliability and security of blockchain will be harnessed
by users.

 

 

 

 

Operations

 

Our
business operations are segregated into the following core functions to address the needs of our merchants and consumers.

 

Merchant Onboarding
Team.
Once a merchant applies online via the V-More Pro app, a member of our merchant onboarding team will initiate the
first of several communications with the merchant to introduce the merchant to the technology involved for our ecosystem. Before
the product goes live on the app, the team works with the merchant to ensure product availability and suitability. We provide tools
to ensure the merchant product management and marketing are aligned to the ecosystem culture.

 

Customer/User
Service Representatives.
Our customer service representatives can be reached via the app or email 24 hours a day, seven
days a week. The customer service team also works with our technology team to improve the experience of consumers and merchants
on the mobile applications based on their feedback.

 

Technology. We
employ technology to improve the experience we offer to users and merchants, 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 use of blockchain technology, we believe the security of transactional records will be increased, protecting
the wallets held by merchants and users. Security of wallets is one of our top priorities. As the wallet used by both consumers
and merchants is based on a private blockchain network, this ensure a smooth and faster transaction completion.

 

Through
NIA, we expect to devote a substantial portion of our resources to developing new technologies and features and improving our core
technologies. Our technology team, which had previously developed our Profit Hunter Apps, will focus on the research and development
of new features and products, maintenance of our applications and development and maintenance of our internal operations systems.

 

We
use an algorithm to analyze data collected through our ecosystem. As the volume of transactions grow organically through our marketplace,
we expect to increase the amount of data that we can collect, analyze and fit consumer interests. We believe that the collected
data will allow us to continue to improve our ability to improve the experience of our merchants and consumers. With increased
transactional volume from merchants, products and consumers behavior, data becomes more relevant in our analytical process which
in turn will help us improve the way the ecosystem flows.

 

Cybersecurity. We
have integrated our technology within a blockchain network to provide increased privacy protection for the data of the users of
our ecosystem. Our blockchain network for payment transactions is based on the 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 the blockchain is improved as each
record in the blockchain will need to be compromised before the payment records can be amended. We do not believe that current
technology is able to compromise an entire blockchain based system.

 

Affiliate/Merchant
Incentivized Marketing
. Our IM model allows all users and merchants to benefit from reduced costs to consumers and
higher sales volume for merchants. We expect users to benefit from discounts offered through our ecosystem from merchants,
referrals, and internal marketing efforts with merchants benefitting from increased retail sales volume, online and
offline.

 

Merchant/User
Scale.
We hope to include products from mass market merchants, such as food and beverages, as part of our product and
service offerings. We believe that outreach to the mass market will be more effective where simple to complex transactions
can be achieved through adoption of a blockchain-driven incentivized model.

 

Brand.
We believe that a benefit of our brand is that a substantial portion of our users are acquired through word-of-mouth &
social network/platforms. We believe that through the referral process to onboard users, resellers and merchants, the
strength of growth of our installed-base of our users, resellers and merchants will improve. Through this improvement, we
expect brand awareness to improve as well. We expect that higher confidence in our brand will facilitate acquiring more
users, resellers and merchants for our ecosystem.

 

 

 

 

Sales and
Marketing

 

Brand Awareness.
We create awareness of our company and our products and services directly through several platforms: mobile applications, social
media platforms, face to face promotion, events, and cross collaborations with business partners.

 

· Mobile Applications: Consumers access our products through our mobile platform. Merchants
advertise their products through the same platform.
· Social Media Platforms: We
promote our offerings and ecosystem on various social media platforms including Facebook, Instagram, WhatsApp, Telegram and email
sharing.
· Face-to-Face: Prospective users are informed through word of mouth.
· Business Partners: We actively
seek businesses for brand partnerships to cross-promote our brand, products and services.
· Referral and Resellers” We
actively encourage the development of a community of resellers and affiliates that will be incentivized to sell our products and
services through our AIM and MIM models.

 

We also hope to acquire companies with
installed base users as part of our business plan.

 

Logistic for Products
Sales.
We distribute our products through a hybrid model of Just-in-Time (“JIT”) inventory warehousing and drop
shipping. Customers can choose to collect products over the counter or arrange for direct shipment from supplier. We pre-order
inventory from our suppliers based upon receipt of sales proceeds and we arrange for shipping directly to customers or ship to
our premises for over the counter collection. Cost of product will be incurred by us upon shipment by suppliers. All customers’
queries will be handled by us.

 

Markets and Regions

 

Greater China Region
Including Taiwan, Hong Kong

 

China is the fastest
growing market in recent years. Based on statistics from China’s National Bureau of Statistics (NBS), China closed year 2017
with a GDP of 6.8%. *As of April 2018, China’s GDP outpaced the rest of Asia and Pacific at 6.6% growth while Asia grew at
5.5%. Global GDP grew at 3.9% (*Source: IMF).

 

Nielsen’s e-commerce
tracking data, within 34 fast-moving consumer goods categories, shows that in a 12-month rolling average leading up to November
2017, online sales grew 27% as compared to the prior year, whereas offline sales increased only 6% over the same period. Similarly,
the ratio of enterprises with e-commerce services increased significantly in the last year. According to Nielsen’s CCI report,
up to December 2016, the ratio of enterprises launching online sales reached higher than 45% (Source: World Economic Forum).

 

We believe that digital
transactions are becoming the most popular method of transaction in China as education levels and disposable income of the Chinese
population increase. We expect this region to have a higher upside in the E-Commerce industry as compared to the rest of Asia.

 

Asia & Pacific
Region

 

Asia’s GDP grew
5.5% while Global GDP grew 3.9%. Asia’s GDP per capita as of April 2018 stood at US$7,400 with Singapore having the highest
GDP per capital of US$61,770, while the lowest per capital stood at US$1,340 for Myanmar. (Source: IMF)

 

New research by The
Fletcher School at Tufts University in partnership with Mastercard has identified developed markets in Asia Pacific, such as Singapore,
New Zealand, South Korea and Hong Kong, as leading the charge for a digital future. With momentum and innovation on their side,
we believe that these markets exemplify the sweet spot of advancement and future growth.

 

On the other hand,
developing markets in the region, such as China, Malaysia, India, Philippines, Bangladesh, and Indonesia, are evolving rapidly.
Though these regions are low-scoring in their current states of digitalization, we believe that they are demonstrating the fastest
momentum with significant headroom for growth. (Source: mastercard.com)

 

 

 

 

We believe that digital
and internet transactional adoption in emerging economies in this region have potential for growth. We expect to focus our business
efforts in China and the Asia and Pacific Region generally in the near future.

 

Strategy for growth

 

Our goal is
to reach mass adoption by users and merchants of our platform.

 

Marketing Without
Borders.
As globalization grows at a fast-paced momentum, consumers’ knowledge of products through internet information
symmetry allows consumers to source for products more cost-efficiently. This allows for boom in cross border transactions. With
cross-border suppliers facilitating a wider global outreach to consumers, we aim to include simple to complex and low to high priced
products and services through mass market adoptions of blockchain technology for both merchants and consumers.

 

Users & Merchants
Acquisition
. Our Incentivized Marketing model is created to maximize onboarding of users and merchants. Through our tiered
referral IM models, we reward users and merchants while retaining minimum profit to maximize adoption rate. Merchants are free
to join provided there are discounts to reward users. We believe that high volume of users and merchants will be key to the success
of our business model.

 

Lower Cost of Adopting
Blockchain Payment System.
Typical credit or debit card transactions through VISA/Mastercard require a 3-5% fees with chargeback
withholding on the transactional value attributed to the merchants. We will only charge fixed nominal fees per month to the merchants
with no chargebacks.

 

Instant Transaction
Completion.
Cross border and local transactions are completed almost instantaneously through our blockchain payment system.
Merchants can choose to monetize the tokens or hold it for future transactions. In addition, our blockchain wallet allow for peer-to-peer
transfer of tokens.

 

Blockchain Security.
Traditional payment methods are susceptible to risks of fraud and alteration of records because the database of records is stored
in a centralized system (traditional banking system) where it is open to unauthorized access. The key characteristic of a blockchain
network is the decentralized database where compromising one database cannot compromise multi-distributed sources of database in
the blockchain network. Compromising the entire network would require unprecedented computing powers such as quantum computing
(in theory) which we believe will not be available in the foreseeable future.

 

Net Revenue By Geographic Region

 

During the twelve months
ended March 31, 2018 and 2017, NVPL derived net revenue from the following geographic regions:

 

Country March 31, 2018 March 31, 2017
Singapore 34% 23%
Greater China Region 62% 77%
Rest of the World 4% 0%
Total 100% 100%

 

Greater China Region contributed 62% for
twelve months ended March 31, 2018, and 77% for year ended March 31, 2017, of net revenue to the overall revenue. Typical transactions
are conducted on a cash basis but recorded on accrual basis of accounting methodology.

 

Major Vendors

 

During the twelve
months ended March 31, 2018 and 2017, NVPL’s major vendors that contributed more than 10% to our purchases are as follow:

 

Major Vendor  

Year ended

March 31, 2018

WMI Holdings Private Limited $ 378,136
     

 

Major Vendor  

Year ended

March 31, 2017

GToken Limited $ 2,165,144
     

 

 

 

 

 

NVPL had one major
vendor that contributed more than 10% during the twelve months ended March 31, 2018 and one major vendor that contributed more
than 10% during the twelve months ended March 31, 2017, to our purchases. Purchases are recorded on accrual basis. NVPL maintains
minimal stock for product exchange/return while inventory is running on Just In Time (JIT) or dropship basis. We believe that our
exposure to inventory obsoletes, warehousing and logistical cost are minimal.

 

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 “Noble Vici” 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 China 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 our companies and products. 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 e-commerce companies such as
Alibaba (China), Lazada (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. We also compete with 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:

 

· breadth of subscriber base and 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 subscribers; 
· ability to generate positive return on
investment for 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 one-stop payment 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.

 

EMPLOYEES

 

As of August 8, 2018,
we have the following employees:

 

Customer/Merchant Services Representative     3  
Business Development     5  
Information System Technology     3  
Administration / Finance     8  
Total     19  

 

All of our employees
are located in Singapore. None of our employees are members of a trade union. We believe that we maintain good relationships with
our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.

 

We are required to
make contributions under a defined contribution pension plan for all of our eligible employees in Singapore. We are required to
contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions
made were $77,639 and $136,298, for the years ended March 31, 2018, and 2017, respectively.

 

GOVERNMENT AND INDUSTRY REGULATIONS

 

We
are subject to the general laws in Singapore governing businesses including labor, occupational safety and health, general corporations,
intellectual property and other similar laws.

 

Seasonality.

 

Our business is highly
dependent upon various festivals in Singapore and China. In Singapore and China, we experience peak demand for our services during
the annual celebrations like Chinese Lunar New Year celebration, 618 sales (China June 18 great sale) and Christmas (Singapore).

 

Insurance.

 

We maintain certain
insurance in accordance customary industry practices in Singapore. Under Singapore law it is a requirement that all employers in
the city must purchase Work Injury Compensation Insurance for all employees to cover their liability in the event that their staff
suffers an injury or illness during the normal course of their work. NVPL continues to seek and broaden insurance coverage cover
all personnel beyond legislation provisions. NVPL maintains Work Injury Compensation Insurance, vehicle insurance and third party
risks insurance for the business purposes.

 

CORPORATE INFORMATION

 

Our principal executive
and registered offices are located 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616, telephone number +65
6491 7998.

 

 

 

 

Near-Term Requirements
For Additional Capital

 

We believe that we
will require approximately $2,500,000 over the next 18 months to implement our business plan of expanding throughout Singapore,
China and into the rest of South East Asia. For the immediate future, we intend to finance our business expansion efforts through
loans from existing shareholders or financial institutions.

 

 

 

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in
our securities involves a high degree of risk. You should consider carefully the following information about these risks, together
with the other information contained in this prospectus before making an investment decision. Our business, prospects, financial
condition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value
of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities.
Some of the statements in “Risk Factors” are forward looking statements.

 

Risks Relating
to our Business

 

We are susceptible
to economic conditions in Singapore and China where our principal business, assets, suppliers, merchants and customers are located.

 

Our business and assets
are primarily located in Singapore and approximately 62% and 34% of our gross revenues are derived from sales from China and Singapore,
respectively. Our results of operations, financial state of affairs and future growth are, to a significant degree, subject to
China’s economic, political and legal development and related uncertainties. Our operations and results could be materially
affected by a number of factors, including, but not limited to:

 

  · Changes in policies by the Singaporean or Chinese government resulting in changes in laws or regulations or the interpretation of laws or regulations; changes in taxation,
  · changes in employment restrictions;
  · import duties, and
  · currency revaluation.

 

Our
limited operating history may make it difficult for us to accurately forecast our operating results and control our business expense
which means we face a high risk of business failure which could result in the loss of your investment.

 

Our
planned expense levels are, and will continue to be, based in part on our expectations, which are difficult to forecast accurately
based on our stage of development and factors outside of our control. We may be unable to adjust spending in a timely manner to
compensate for any unexpected developments. Further, business development expenses may increase significantly as we expand operations
or make acquisitions. To the extent that any unexpected expenses precede, or are not rapidly followed by, a corresponding increase
in revenue, our business, operating results, and financial condition may be materially and adversely affected which could result
in the loss of your investment.

 

Our future performance
depends to a significant degree upon the continued service of key members of management as well as marketing, sales and product
development personnel.

 

We are dependent upon
the continued service of Eldee Tang, our Chief Executive Officer, Director and major shareholder. The loss of Mr. Tang or one or
more of our other key personnel would have a material adverse effect on our business, operating results and financial condition.
We believe our future success will also depend in large part upon our ability to attract, retain and further motivate highly skilled
management, marketing, sales and product development personnel. We expect to establish an incentive compensation plan for our key
personnel to retain their services. We have experienced intense competition for personnel, and we cannot assure you that we will
be able to retain our key employees or that we will be successful in attracting, assimilating and retaining personnel in the future.

  

We may grow our
business through acquisitions in the near future, which may result in operating difficulties, dilution, and other harmful consequences.

 

We expect to achieve
our business plan through a combination of organic growth and acquisitions and investments. We periodically evaluate an array of
potential strategic transactions and may make one or more acquisitions in the near future. The process of integrating an acquired
company, business, or technology may create unforeseen operating difficulties and expenditures. The areas where we face risks include:

 

 

 

 

  · Implementation or remediation of controls, procedures, and policies at the acquired company;
  · Diversion of management time and focus from operating our business to acquisition integration challenges;
  · Cultural challenges associated with integrating employees from the acquired company into our organization;
  · Retention of employees from the businesses we acquire;
  · Integration of the acquired company’s accounting, management information, human resource, and other administrative systems;
  · Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities;
  · Litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders, or other third parties;
  · In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; and
  · Failure to successfully further develop the acquired product, service or technology.

 

Our failure to address
these risks or other problems encountered in connection with future acquisitions and investments could cause us to fail to realize
the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business generally.

 

Future acquisitions
may also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization
expenses, or write-offs of goodwill, any of which could harm our financial condition. Also, the anticipated benefit of many of
our acquisitions may not materialize.

 

If we are unable
to successfully manage growth, our business and operating results could be adversely affected
.

 

We expect the growth
of our business and operations to place significant demands on our management, operational and financial infrastructure. If we
do not effectively manage our growth, the quality of our products and services could suffer, which could negatively affect our
reputation and operating results. Our expansion and growth in international markets heighten these risks as a result of the particular
challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems,
alternative dispute systems, regulatory systems, and commercial infrastructures. To effectively manage this growth, we will need
to develop and improve our operational, financial and management controls, and our reporting systems and procedures. These systems
enhancements and improvements may require significant capital expenditures and management resources. Failure to implement these
improvements could hurt our ability to manage our growth and our financial position.

 

We
may need to raise additional financing to support our operations and future acquisitions, but we cannot be sure that we will be
able to obtain additional financing on terms favorable to us when needed. If we are unable to obtain additional financing to meet
our needs, our operations may be adversely affected or terminated.

 

We
have limited financial resources. There can be no assurance that we will be able to obtain financing to fund our operations in
light of factors beyond our control such as the market demand for our securities, the state of financial markets, generally, and
other relevant factors. Any sale of our Common Stock in the future may result in dilution to existing stockholders. Furthermore,
there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any future indebtedness
or that we will not default on our future debts, which would thereby jeopardize our business viability. We may not be able to borrow
or raise additional capital in the future to meet our needs, which might result in the loss of some or all of your investment in
our Common Stock. Even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be
no assurance that the revenue will be sufficient to enable us to develop our business to a level where it will generate profits
and cash flows from operations or provide a return on investment. In addition, if we raise additional funds through the issuance
of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, the newly-issued
securities may have rights, preferences or privileges senior to those of existing stockholders and the trading price of our Common
Stock could be adversely affected. Further, if we obtain additional debt financing, a substantial portion of our operating cash
flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued
could impose significant restrictions on our operations. If we are unable to continue as a going concern, you may lose your entire
investment.

 

 

 

 

A
significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely
affect our operations and our ability to maintain user confidence
.

 

We
rely extensively on our computer systems to manage and account for inventory, process user transactions, manage and maintain the
privacy of users data, communicate with our vendors and other third parties, service accounts, and summarize and analyze results.
We also rely on continued and unimpeded access to the Internet to use our computer systems. Our systems are subject to damage or
interruption from power outages, telecommunications failures, computer viruses, malicious attacks, security breaches, and catastrophic
events. If our systems are damaged or fail to function properly or reliably, we may incur substantial repair or replacement costs,
experience data loss or theft and impediments to our ability to manage inventories or process user transactions, engage in additional
promotional activities to retain our users, and encounter lost user confidence, which could adversely affect our results of operations.

 

We
continually invest to maintain and update our computer systems. Implementing significant system changes increases the risk of computer
system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing
training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact user
experience and user confidence.

 

If
our efforts to protect the security of information about our Resellers, customers, and other third parties are unsuccessful, we
may face additional costly government enforcement actions and private litigation, and our sales and reputation could suffer.

 

We
regularly receive and store information about our Resellers, customers, merchants, vendors and other third parties. We have programs
in place to detect, contain, and respond to data security incidents. However, because the techniques used to obtain unauthorized
access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time,
we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or
applications we develop or procure from third parties or through open source solutions may contain defects in design or manufacture
or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access
to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving
our team members, contractors, and vendors.

 

To
date, we have not encountered significant incidents of data breach or breaches that were material to our consolidated financial
statements. If we, our vendors, or other third parties with whom we do business experience significant data security breaches or
fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions
and private litigation. In addition, our users could lose confidence in our ability to protect their information, which could cause
them to discontinue using our e-wallets, our digital products, or loyalty programs, or stop shopping with us altogether.

 

Other
factors can have a material adverse effect on our future profitability and financial condition.

 

Many
other factors can affect our profitability and financial condition, including:

 

  · changes in, or interpretations of, laws and regulations including changes in accounting standards and taxation requirements;
  · changes in the rate of inflation, interest rates and the performance of investments held by us;
  · changes in the creditworthiness of counterparties that transact business with;
  · changes in business, economic, and political conditions, including: war, political instability, terrorist attacks, the threat of future terrorist activity and related military action; natural disasters; the cost and availability of insurance due to any of the foregoing events; labor disputes, strikes, slow-downs, or other forms of labor or union activity; and, pressure from third-party interest groups;
  · changes in our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting from evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future;
  · difficulties related to our information technology systems, any of which could adversely affect business operations, including any significant breakdown, invasion, destruction, or interruption of these systems;
  · changes in credit markets impacting our ability to obtain financing for our business operations; or
  · legal difficulties, any of which could preclude or delay commercialization of products or technology or adversely affect profitability, including claims asserting statutory or regulatory violations, adverse litigation decisions, and issues regarding compliance with any governmental consent decree.
        

 

 

 

   

Risks Related to our International Operations

 

We are subject
to risks associated with doing business internationally including compliance with domestic and foreign laws and regulations, economic
downturns, political instability and other risks that could adversely affect our operating results.

 

We conduct our businesses
in Asia and Southeast Asia and have assets located in Singapore. We are required to comply with numerous and broad reaching laws
and regulations administered by United States federal, state and local, and foreign governmental authorities. We must also comply
with other general business regulations such as those directed toward accounting and income taxes, anti-corruption, anti-bribery,
global trade, handling of regulated substances, and other commercial activities, conducted by our employees and third-party representatives
globally. Any failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive
relief, and civil remedies including fines, injunctions, and recalls of our products. In addition, changes to regulations or implementation
of additional regulations may require us to modify existing processing facilities and/or processes, which could significantly increase
operating costs and negatively impact operating results.

  

We operate in both
developed and emerging markets in Southeast Asia which are subject to impacts of economic downturns, including decreased demand
for our products, reduced availability of credit, or declining credit quality of our suppliers, customers, and other counterparties.
We anticipate that emerging market areas could be subject to more volatile economic, political and market conditions. Economic
downturns and volatile conditions may have a negative impact on our operating results and ability to execute its business strategies.

 

Our operating results
may be affected by changes in trade, monetary, fiscal and environmental policies, laws and regulations, and other activities of
governments, agencies, and similar organizations. These conditions include but are not limited to changes in a country’s
or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products,
local labor conditions and regulations, reduced protection of intellectual property rights, changes in the regulatory or legal
environment, restrictions on currency exchange activities, currency exchange fluctuations, burdensome taxes and tariffs, enforceability
of legal agreements and judgments, other trade barriers, and regulation or taxation of greenhouse gases. International risks and
uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, may limit
our ability to transact business in these markets and may adversely affect our revenues and operating results.

 

We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt
Practices Act could have a material adverse effect on our business.

 

We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments
to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the
purpose of obtaining or retaining business. We will have operations, agreements with third parties and make sales in Asia, which
may experience corruption. Our proposed activities in Asia create the risk of unauthorized payments or offers of payments by one
of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It
will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing practices and any
future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage
in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and
we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.
In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies
in which we invest or that we acquire.

 

We expect our
revenues to be paid in non-U.S. currencies, and if currency exchange rates become unfavorable, we may lose some of the economic
value of the revenues in U.S. dollar terms.

 

Our operations are
conducted in Singapore and our operating currency is the Singapore Dollar. Since we conduct business in currencies other than U.S.
dollars but report our financial results in U.S. dollars, we face exposure to fluctuations in currency exchange rates. For instance,
if currency exchange rates were to change unfavorably, the U.S. dollar equivalent of our operating income recorded in foreign currencies
would be diminished.

 

 

 

 

We currently do not,
but may in the future, implement hedging strategies, such as forward contracts, options, and foreign exchange swaps to mitigate
this risk. There is no assurance that our efforts will successfully reduce or offset our exposure to foreign exchange fluctuations.
Additionally, hedging programs expose us to risks that could adversely affect our financial results, including the following:

 

  · We have limited experience in implementing or operating hedging programs. Hedging programs are inherently risky and we could lose money as a result of poor trades;
  · We may be unable to hedge currency risk for some transactions or match the accounting for the hedge with the exposure because of a high level of uncertainty or the inability to reasonably estimate our foreign exchange exposures;
  · We may be unable to acquire foreign exchange hedging instruments in some of the geographic areas where we do business, or, where these derivatives are available, we may not be able to acquire enough of them to fully offset our exposure;
  · We may determine that the cost of acquiring a foreign exchange hedging instrument outweighs the benefit we expect to derive from the derivative, in which case we would not purchase the derivative and would be exposed to unfavorable changes in currency exchange rates;
  · To the extent we recognize a gain on a hedge transaction in one of our subsidiaries that is subject to a high statutory tax rate, and a loss on the related hedged transaction that is subject to a lower rate, our effective tax rate would be higher; and
  · Significant fluctuations in foreign exchange rates could greatly increase our hedging costs.

 

We anticipate
increased exposure to exchange rate fluctuations as we expand the breadth and depth of our international sales.

 

In our financial statements,
we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting
period or the exchange rate at the end of that period. To the extent the U.S. dollar strengthens against foreign currencies, the
translation of these foreign currency denominated transactions could result in reduced revenue, operating expenses and net income
for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation
of these foreign currency denominated transactions could result in increased revenue, operating expenses and net income for our
international operations.

 

Because
our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

 

We are a holding company
whose primary assets are our ownership of the equity interests in our subsidiaries. We conduct no other business and, as a result,
we depend entirely upon our subsidiaries’ earnings and cash flow. If we decide in the future to pay dividends, as a holding
company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our
operating subsidiaries. Our subsidiaries and projects may be restricted in their ability to pay dividends, make distributions or
otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt
service, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions.
If future dividends are paid in the Singapore Dollars, fluctuations in the exchange rate for the conversion of any of these currencies
into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion of the dividend payment into U.S.
dollars. We do not presently have any intention to declare or pay dividends in the future. You should not purchase shares of our
common stock in anticipation of receiving dividends in future periods.

 

It may be difficult
for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available
to our
stockholders.

 

Substantially all of
our assets are located in Singapore. Moreover, our current directors and officers are nationals of Singapore. All or a substantial
portion of the assets of this person are located outside the United States. As a result, it may be difficult for our stockholders
to effect service of process within the United States upon this person. In addition, there is uncertainty as
to whether the courts of Singapore would recognize or enforce judgments of U.S. courts obtained against us or such officers
and/or directors predicated upon the civil liability provisions of the securities law of the United States or any
state thereof or be competent to hear original actions brought in Singapore against us or such persons predicated upon
the securities laws of the United States or any state thereof.

 

 

 

 

Risks Related
to our Common Stock

 

We
can provide no assurances as to our future financial performance or the investment result of a purchase of our Common Stock.

 

Any
projected results of operations involve significant risks and uncertainty and should be considered speculative, and depend on various
assumptions which may not be correct. The future performance of our Company and the return on our common stock depends on a complex
series of events that are beyond our control and that may or may not occur. Actual results for any period may or may not approximate
any assumptions that are made and may differ significantly from such assumptions. We can provide no assurance or prediction as
to our future profitability or to the ultimate success of an investment in our Common Stock.

   

Because there is no established public
trading market for our common stock, you may experience difficulties in reselling your stock.

  

We
cannot assure you that there will be an established market in the future for our common stock. The trading of securities on OTC
Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them,
which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase
price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security
holders.

 

The
market price of our common stock may be volatile, and our stock price may fall below your purchase price at the time you desire
to sell your shares of our common stock, resulting in a loss on your investment.

 

The
market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control,
including, without limitation:

 

  · actual or anticipated variations in our quarterly and annual operating results, financial condition or asset quality;
  · changes in general economic or business conditions, both domestically and internationally;
  · the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve, or in laws and regulations affecting us;
  · the number of securities analysts covering us;
  · publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;
  · changes in market valuations or earnings of companies that investors deemed comparable to us;
  · the average daily trading volume of our common stock;
  · future issuances of our common stock or other securities;
  · additions or departures of key personnel;
  · perceptions in the marketplace regarding our competitors and/or us;
  · significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us; and
  · other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry.

 

The stock market
and, in particular, the market for financial institution stocks have experienced significant fluctuations in recent years. In many
cases, these changes have been unrelated to the operating performance and prospects of particular companies. In addition, significant
fluctuations in the trading volume in our common stock may cause significant price variations to occur. Increased market volatility
may materially and adversely affect the market price of our common stock, which may make it difficult for you to resell your shares
at the volume, prices and times desired.

 

 

 

 

Future
issuances of our common stock could dilute current stockholders or adversely affect the market.

 

Our
business plan contemplates expanding our operations through acquisitions which may involve significant issuances of our common
stock. Future issuances of our common stock may be at values substantially below the price paid by the current holders of our common
stock. In addition, common stock could be issued to fend off unwanted tender offers or hostile takeovers without further stockholder
approval. Sales of substantial amounts of our common stock, or even just the prospect of such sales, could depress the prevailing
price of our common stock and our ability to raise equity capital in the future. Additionally, large share issuances would generally
have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial
amount, or all, of your investment. In addition, if a trading market develops for our common stock, we may attempt to raise capital
by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership
interests of existing shareholders, further dilute common stock book value, and that dilution may be material.

 

We
will be subject to the “penny stock” rules which will adversely affect the liquidity of our common stock
.

 

In
the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”,
which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The
U.S. SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements
on broker/dealers who sell these securities to persons other than established members and accredited investors. For transactions
covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In
addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide
certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures
require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of
your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price
of the stock is often volatile and you may not be able to buy or sell the stock when you want to. These rules also limit the ability
of broker-dealers to solicit purchases of our Common Stock and therefore reduce the liquidity of the public market for our shares
should one develop.

 

The
market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

 

Company
management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

 

  · Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
  · Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
  · “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;
  · Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
  · Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

It
is not likely that we will pay dividends on the Common Stock or any other class of stock.

 

We
intend to retain any future earnings for the operation and expansion of our business. We do not anticipate paying cash dividends
on our Common Stock, or any other class of stock, in the foreseeable future. Stockholders should look solely to appreciation in
the market price of our common shares to obtain a return on investment.

 

Investing
in our Company is highly speculative and could result in the entire loss of your investment.

 

An
investment in our shares is highly speculative and involves significant risk. Our shares should not be purchased by any person
who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would
be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered
shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

This discussion
summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the NVPL for
the fiscal years ended March 31, 2018, and 2017 The discussion and analysis that follows should be read together with the section
entitled “Forward Looking Statements” and our financial statements and the notes to the financial statements included
elsewhere in this Current Report on Form 8-K.

 

Except for historical
information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are
based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results
and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures
made by us in this report.

 

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. As a result of our acquisition of NVPL, we entered into the IoT, Big Data, Blockchain
and E-commerce businesses.

 

History

 

On July 27, 2010, we
entered into an exclusive worldwide patent sale agreement (the “Patent Transfer and Sales Agreement”) with Ilanit Appelfeld
(the “Seller”), in relation to a patented technology, U.S. Patent Number: 6,743,209 (the “Patent”), for
a catheter with a integral anchoring mechanism. The patent and technology were transferred to us in exchange of payment to Ilanit
Appelfeld of $17,500 (seventeen thousand five hundred United States Dollars), according to the terms and conditions specified in
the Patent Transfer and Sales Agreement related to U.S. Patent Number: 6,743,209.

 

During the second quarter
of 2011 the Company raised gross proceeds of $75,000 pursuant to an effective Form S-1 Registration Statement and issued 37,500,000
post forward stock split shares of common stock that were registered pursuant to the Form S-1 Registration Statement.

 

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.

 

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.

 

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 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.
Mr. Lim’s decision to leave the Board and his executive officer positions with the Company is due to personal reasons and
not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices

 

Effective March 27,
2018, the following individuals were appointed to serve in the capacities set forth next to their names until his successor(s)
shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as an executive
officer or director of the Company:

 

Name Office(s)
Eldee Tang Chief Executive Officer and Director
Sin Chi Yip Chief Financial Officer
Jon Yee Chuan Lim Chief Operating Officer and Secretary

 

On January 29, 2018,
Eldee Tang entered into agreements with four shareholders 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 expects to purchase the balance of the 925,000 shares from Kao Wei-Chen, a former affiliate of the Company,
in the near future.

 

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

 

Effective August
8, 2018, we consummated the acquisition of NVPL. As a result of our acquisition of NVPL, we entered into the IoT, Big Data, Blockchain
and E-commerce business. NVPL was incorporated and registered as a private limited company in the Singapore on March 9, 2018.
NVPL currently operates in China, Singapore, and Southeast Asia through its subsidiaries.

 

Financial Condition

 

During the twelve-month
period following the date of this current report, we anticipate that we may not generate sufficient operating revenue to fund our
business plan. Accordingly, we will be required to obtain additional financing in order to pursue our plan of operations during
and beyond the next twelve months. We anticipate that additional funding will be in the form of equity financing from the sale
of our common stock or shareholder loans. However, we do not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our common stock or shareholder loans to establish
our new business.

 

 

 

 

Results of Operations for Noble Vici
Private Limited (Acquired Company)

 

Comparison of the
years ended March 31, 2018 and 2017

 

The following table
sets forth certain operational data for the years ended March 31, 2018, and 2017:

 

    Years ended March 31,  
    2018     2017  
Net Revenue   $ 3,623,980     $ 5,232,680  
Cost of revenue     (832,390 )     (2,646,036 )
Gross profit     2,791,590       2,586,644  
Operating expenses:                
Sales and marketing expense     1,118,310       977,816  
General and operating expenses     1,433,134       1,338,327  
Total operating expenses     (2,551,444 )     (2,316,143 )
Income from operations     240,146       270,501  
Income before income taxes     279,726       319,674  
NET INCOME   $ 246,632     $ 289,817  

 

Net Revenue.
We generated net revenue of $3,623,980 and $5,232,680 during the fiscal years ended March 31, 2018 and 2017, respectively. For
the fiscal year ended March 31, 2017, 99% of our net revenues were derived from sales of mobile games. The balance of the
net revenues consisted primarily of share revenue income and commission incentive. For the fiscal year ended March 31, 2018, 94%
of our net revenues were attributable to sales of our Cordyceps and Cerfrion products with Cordyceps and Cerfrion accounting
for approximately 62% and 32% of net revenue respectively. The balance of net revenues consisted of sales of mobile games
and commission incentive, subscription income, service fee income and new membership proceeds.

 

In the near future,
we expect to continue to generate revenue from sales of Cordyceps and Cerfrion products. On a going forward basis, we expect to
generate revenue from our blockchain e-commerce platform as well as any products that we distribute directly such as future mobile
games, Cerfrion and Cordyceps.

 

During the twelve months
ended March 31, 2018, and 2017, the following geographic regions accounted for 10% or more of our total net revenues:

 

Country March 31, 2018 March 31, 2017
Singapore 34% 23%
Greater China Region 62% 77%
Rest of the World 4% 0%
Total 100% 100%

 

During the twelve months
ended March 31, 2018, and 2017, no customers accounted for 10% or more of our total net revenues.

 

Key Performance
Indicators: Gross Cash Receipts, Supplier Product & Logistics Allowance and Commission Payout

 

In addition to Net
Revenue, we focus on several non-GAAP key performance indicators to assist us in assessing the strength of product sales and our
supply chain across different geographical regions:  Gross Cash Receipts, Supplier Product & Logistics Allowance, and
Commission Payout.

 

“Gross Cash Receipts”
means proceeds actually received from products sold. This is a non-GAAP indicator that does not correlate to gross revenue
and may not be comparable to similarly-titled measures used by other companies.

 

 

 

 

“Undelivered
items” refers to products sold for which we have received payment but have not yet been delivered to the purchaser.
This is a non-GAAP indicator on which we rely to assess the strength and performance of our supply chain, product delivery obligations,
product trends and the like.

 

“Supplier Product
& Logistics Allowances” means the fees and costs that we pay to the applicable product supplier to manufacture, package
and ship our products to our end customer.  This is a non-GAAP indicator on which we rely to determine the cost of manufacturing,
packaging and delivering our products.

 

“Commission Payout”
refers to the commission payments that we make to resellers of our products.

 

The criteria
we use to determine how and when we recognize the foregoing key performance indicators are not identical to our
revenue recognition policies under U.S. GAAP. By way of example, unlike net sales, which are generally recognized when the
product is delivered and both the title and risk and rewards pass to the buyer, as discussed in greater detail in
Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements, we recognize Gross
Cash Receipts when we receive funds from the buyer, which is generally prior to the product being delivered to the buyer.

 

The following describes
the relationship between our key performance indicators and US GAAP reporting:

 

    March 31, 2018     March 31, 2017  
Gross Cash Receipts     28,379,893       15,336,552  
Less: Undelivered items     (3,829,812 )*      
Less: Supplier’s product & logistics allowances     (8,969,568 )     (82,263 )
Less: Commission payout     (12,178,312 )     (10,025,969 )
Net Cash Receipts   $ 3,402,201     $ 5,228,320  
                 
Other Sales   $ 221,779     $ 4,360  
                 
Net Revenue   $ 3,623,980     $ 5,232,680  

*Based on average transactional USD to
SGD rate of 1.356266 on S$5,194,244.

 

As of March 31, 2018,
our Gross Cash Receipts net of sales returns was $28,379,893, representing an increase of approximately 85% from $15,336,552 as
of March 31, 2017.  Due to the greater than expected increase in demand for our products, we have yet to deliver $3,829,812
of product for which we have received payment.  We hope to deliver these products over the next two quarters.

 

Our Supplier Product & Logistics Allowances
as of March 31, 2018 was $8,969,568, compared to $82,263 for the fiscal year ended March 31, 2017.  The increase in Supplier
Product & Logistics Allowance was attributable to the sale of Cordyceps in China which are primarily distributed through
Resellers, as compared to March 31, 2017, where most of the sales were attributed to mobile games which are distributed by us directly,
for which reseller commissions are lower.

 

Commission Payout as
at March 31, 2018 was $12,178,312, as compared to $10,025,969 for the year ended March 31, 2017. The increase in Commission Payout
was due to higher volume of sales in China.

 

As
of March 31, 2018, other sales of $221,779
consisted of commission incentive, subscription income, service fee income and
new membership proceeds as compared to $4,360 for the fiscal year ended March 31, 2017 where other sales consisted primarily of
only share revenue income and commission incentive.

 

Gross Profit.
We achieved a gross profit of $2,791,590 and $2,586,644 for the fiscal years ended March 31, 2018, and 2017, respectively. The
increase in gross profit is primarily attributable to the increase in business in China and higher margin on our China business.

 

 

 

 

Operating Expenses.
During the fiscal year ended March 31, 2018, and 2017, we incurred operating expenses of $2,551,444 and $2,316,143 respectively.
The increase in operating expenses is primarily attributable to an increase in sales and marketing expenses arising from our increased
business and increased professional fees incurred in connection with being a smaller reporting company.

 

Income Tax Expense.
We recorded income tax expenses of $33,094 and $29,857 for the fiscal years ended March 31, 2018, and 2017 respectively. The increase
in our income taxes is attributable to our increased gross profit.

 

Net Income.
We recorded a net income of $246,632 and $289,817 for the fiscal years ended March 31, 2018, and 2017, respectively. The decrease
in net income is primarily due to an increase in our operating expenses.

 

Liquidity and Capital Resources for
Noble Vici Private Limited (Acquired Company)

 

As of March 31, 2018,
we had current assets of $3,549,885 and current liabilities of $5,659,288. Our current assets consisted of $320,879 of deposits,
prepayment and other receivables, purchase deposit of $1,463,151, an amount due from third party of $228,875 and $1,536,980 of
cash and cash equivalents. Our current liabilities consisted of $428,158 of commission liabilities, $3,962,773 of deferred revenue,
$417,811 of accounts payables, $361,586 of accrued liabilities and other payables, $335,546 of tax payables, $84,345 of finance
lease, $69,069 of amounts due to Eldee Tang, our Chief Executive Officer and Directors.

 

As of March 31, 2017,
we had current assets of $563,767 and current liabilities of $2,591,625. Our current assets consisted of $269,984 of deposit, prepayment
and other receivables, $281,275 of cash and cash equivalents and $12,508 of amounts due from related companies. Our current liabilities
consisted of $740,884 of commission liabilities, $28,819 of accounts payables, $118,254 of accrued liabilities and other payables,
$42,347 of income tax payables, $1,829 of finance lease, $1,045,674 of amount due to a director and $613,818 of amount due to related
parties.

 

We had accumulated
deficits of $1,117,215 and $1,363,847 as of March 31, 2018, and 2017, respectively.

 

Net cash generated
from operating activities was $3,250,537 for the year ended March 31, 2018, and consisted primarily of a net income of $246,632,
adjusted for depreciation of property, plant and equipment of $61,674 and amortization of intangible of $12,725, an increase in
account payables of $374,098, an increase in accrued liabilities and other payables of $227,613, an increase in deferred revenue
of $3,829,812, an increase in tax payable of $280,658, a decrease in amount due from related companies of $12,888, offset by an
increase in deposit, prepayment and other receivable of $31,941, an increase in purchase deposit of $1,414,059, a decrease in commission
liabilities of $349,563.

 

Net cash used in operating
activities was $1,810,848 for the fiscal year ended March 31, 2017, and consisted primarily of net income of $289,817, adjusted
for depreciation of property, plant and equipment of $72,730, a decrease in deposit, prepayment and other receivables of $79,363,
an increase in account payables of $29,098, an increase in accrued liabilities and other payables of $10,223, an increase in tax
payable of $2,952, offset by payment of commission liabilities of $2,282,401 and a payment of $12,630 to related companies.

 

Net cash used in investing
activities was $268,417 for the fiscal year ended March 31, 2018 and consisted primarily of purchases of plant and equipment of
$268,417.

 

Net cash used in investing
activities for the fiscal year ended March 31, 2017, was $53,969 and consisted primarily of purchases of plant and equipment of
$16,560 and purchase of intangible assets of $37,409.

 

Net cash used in financing
activities for the fiscal year ended March 31, 2018, was $1,786,526 and consisted primarily of repayment of funds due to a director
of $1,010,637, an increase in advance to a third party of $221,195, repayment to related parties $632,434 and offset by net proceeds
from finance lease of $77,740.

 

 

 

 

Net cash provided
by financing activities for the fiscal year ended March 31, 2017, was $731,483 and consisted primarily of proceeds from a director
of $982,649, repayment to a related party of $249,316 and repayment of a finance lease of $1,850.

 

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 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.

 

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 consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).

 

 

The consolidated financial statements include
the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have
been eliminated upon consolidation.

 

 

Intangible assets represented the acquired
game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its
intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator
for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of
3 years.

 

 

 

 

· Property, plant and equipment

 

Property, plant and equipment are stated
at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line
basis over the following expected useful lives from the date on which they become fully operational and after taking into account
their estimated residual values:

 

    Expected useful lives  
Leasehold improvements   3 years or lesser than term of lease  
Furniture and fittings   3 years  
Office equipment and computers   1- 3 years  
Motor vehicle   2 years  

 

Expenditures for repairs and maintenance
are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is recognized in the results of operations.

 

 

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.

 

Any amounts received prior to satisfying
the revenue recognition criteria are recorded as deferred revenue or customer deposits in the accompanying consolidated financial
statements.

 

During the year ended March 31, 2017, the
Company offered the sales of online games by selling the token to play games on the internet.

 

 

Cost of revenue consists primarily of the
cost of goods sold and royalty expenses to the game owners, which are directly attributable to the sales of products and the rendering
of online gaming service.

 

Royalty charges and marketing expenses
paid to a related party totaled $442,581 and $2,165,144, for the years ended March 31, 2018 and 2017.

 

 

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.

 

 

 

 

· Foreign currencies translation

 

Transactions denominated in currencies
other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of
the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into
the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are
recorded in the consolidated statement of operations.

 

The reporting currency of the Company is
United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition,
the Company’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore
Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their
operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency
is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the
year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate
component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

 

Translation of amounts from S$ into US$1
has been made at the following exchange rates for the years ended March 31, 2018 and 2017:

 

    March 31, 2018     March 31, 2017  
Year-end S$:US$1 exchange rate     1,3108       1.3974  
Annual average S$:US$1 exchange rate     1.3563       1.3840  

 

 

ASC Topic 220, “Comprehensive
Income
”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes
in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of
income tax expense or benefit.

 

 

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.

 

 

 

 

· Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s
financial assets and liabilities, such as cash and cash equivalents, deposits, prepayments and other receivable, purchase deposits,
amounts due from related companies, amount due from a third party, accounts payable, commission liabilities, deferred revenue,
accrued liabilities and other payables, amounts due to related parties, tax payable and obligations under finance leases approximate
their fair values because of the short maturity of these instruments.

 

· Recent accounting pronouncements

 

Recently Adopted Accounting Standards

 

Disclosure
of Going Concern Uncertainties
: In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), to
provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s
ability to continue as a going concern and to provide related footnote disclosures. The amendments in ASU 2014-15 are effective
for fiscal years and interim periods within those years, beginning after December 15, 2016. We adopted this amendment in the year
beginning January 01, 2017. The adoption of ASU 2014-15 did not have a material impact on the Company’s financial statements.

 

Accounting
Pronouncements Issued But Not Yet Adopted

 

Revenue
Recognition:
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers:
Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU
2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration
that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle
and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required
under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration
to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is
effective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period
presented with the option to elect certain practical expedients as defined within ASU 2014-09 (full retrospective method); or (ii)
retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing
certain additional disclosures as defined per ASU 2014-09 (modified retrospective method). The Company elected the modified retrospective
approach.

 

 

 

 

The Company’s
assessment efforts have included reviewing current revenue processes, arrangements and accounting policies to identify potential
differences that could arise from the application of this standard on its consolidated financial statements and related disclosures.
The Company expects the impact of the adoption of this standard is nominal on its financial statements since the Company’s
traditional lead-zinc mining business has been idled and the Company is transitioning to a new business in sand tailing.

 

Financial
instrument
: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses
certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for
fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. Accordingly,
the standard is effective for us on January 1, 2018. Since the Company do not have any financial instruments, management does not
expect there will be any material impact on the financial statements.

 

Leases:
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-2”), which provides guidance on lease
amendments to the FASB Accounting Standard Codification. This ASU will be effective for us on January 1, 2019. We are currently
in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.

 

Financial
Instruments – Credit Losses: 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic
326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis
to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider
in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted
information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to
users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will
have on the Company’s consolidated financial statements and related disclosures.

 

Statement
of Cash Flows: 
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in
this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a
statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow
issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing
the current and potential future diversity in practice described above. ASU 2016-15 is effective for the Company for fiscal years
beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including
adoption in an interim period. The Company evaluated that none of the specific type of cash flow issues provided on this pronouncement
is applicable. Therefore, the Company does not believe that this standard has a significant impact on the presentation of its consolidated
statement of cash flows.

 

Statement
of Cash Flows: 
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted
Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period
in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This
update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted.
The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and
removal of the changes in restricted cash activity, which are currently recognized in other financing activities, on the Statements
of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and
restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash
Flows. The Company has already disclosed the restricted cash separately on its Consolidated Statements of Financial Position. Beginning
the first quarter of 2018, the Company has adopted and also include the restricted cash balances on the Statements of Consolidated
Cash Flows and reconciliation of Cash, cash equivalent and restricted cash within its Consolidated Statements of Financial Positions
that sum to the total of the same such amounts shown in its Consolidated Statements of Cash Flows.

 

Business
Combination
: In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic
805): Clarifying the Definition of a Business 
(ASU 2017-01), which revises the definition of a business and provides
new guidance in evaluating when a set of transferred assets and activities is a business. The Company has adopted this guidance
effective for us in the first quarter of 2018 on a prospective basis. This standard does not have a material impact on our consolidated
financial statements unless and until the Company plans an acquisition or deconsolidation in the future.

 

 

 

 

Financial
Instruments – Credit Losses
: In June 2017, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic
326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis
to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider
in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted
information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to
users of the financial statements. ASU 2017-13 is effective for the Company for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. The Company is still evaluating the impact of this standard on the
Company’s consolidated financial statements and related disclosures.

 

Revenue
Recognition and Leases: 
In September 2017, the FASB issued ASU 2017-13, Revenue from Contracts with Customers (Topic
606) and Leases (Topic 842). The main objective of this pronouncement is to clarify the effective date of the adoption of ASC Topic
606 and ASC Topic 842 and the definition of public business entity as stipulated in ASU 2014-09 and ASU 2016-02. ASU 2014-09 provides
that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting periods beginning after
December 15, 2017, including interim reporting periods within that reporting period. All other entities are required to adopt ASC
Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting
periods beginning after December 15, 2019. ASU 2016-12 requires that “a public business entity and certain other specified
entities adopt ASC Topic 842 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.
All other entities are required to adopt ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods
within fiscal years beginning after December 15, 2020”. ASU 2017-13 clarifies that the SEC would not object certain public
business entities to elect to use the non-public business entities effective dates for applying ASC 606 and ASC 842. ASU 2017-13,
however, limits such election to certain public business entities that “otherwise would not meet the definition of a public
business entity except for a requirement to include or inclusion of its financial statements or financial information in another
entity’s filings with the SEC”. The Company elected to adopt ASC Topic 606 and ASC Topic 842 beginning January 1, 2018
and January 1, 2019, respectively.

 

Except
for the ASU above, in the period from February 2018 through July 2018, the FASB has issued ASU No. 2018-02 through ASU 2018-05,
which are not expected to have a material impact on the consolidated financial statements upon adoption.

 

 

 

 

 

PROPERTIES

 

We maintain our approximately
678 square feet corporate office at 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616. According to the lease,
we are obligated to pay a monthly rent of SGD$24,000 (approximately US $17,778) during the term of 1 year. The lease expires May
31, 2019. The foregoing description of the lease is qualified in its entirety by reference to the Lease Agreement, which is filed
as Exhibit 10.3 to this Current Report and incorporated herein by reference.

 

Our operations are
conducted at premises located at 36 Kaki Bukit Place, #04-01, Singapore 416214, and is approximately 9800 square feet. According
to the lease, we are obligated to pay a monthly rent of SGD$14,000 (approximately US $10,370) during the term of 1 year. The lease
expired July 31, 2018, but was extended until July 31, 2019, at the same monthly rental rate. The foregoing description of the
lease and its extension is qualified in its entirety by reference to the Memorandum of Understanding and Addendum to the MOU Dated
August 1, 2017, which are filed as Exhibits 10.4 and 10.5 to this Current Report and incorporated herein by reference.

 

 

 

 

 

 

 

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

 

Security Ownership of Certain Beneficial
Owners And Management

 

The following table
sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 8, 2018 by:
(i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii)
each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power
with respect to the shares shown.

 

Name of Beneficial Owner (2)   Amount and
Nature of
Beneficial
Ownership(1)
    Percent of
Class
 
             
Eldee Tang (3)     140,750,000       98.7%  
                 
All executive officers and directors as a group (three persons)     140,750,000       98.7%  

 

(1) Beneficial ownership is determined in accordance with SEC rules
and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group
of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right
to acquire within 60 days of August 8, 2018. Applicable percentage ownership is based on 142,663,161 shares of common stock
outstanding as of August 8, 2018, and any shares that such person or persons has the right to acquire within 60 days of August
8, 2018, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership.
(2) Unless otherwise noted, the business address of each beneficial owner listed is 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
(3) Eldee Tang was appointed to serve as our Chief Executive Officer and Director effective March 27, 2018.  Mr. Tang is also a party to a Share Sale Agreement, dated January 29, 2018, with Ms. Kao Wei-Chen (aka Kao Hsuan-Ying), a former affiliate of the Company, pursuant to which Ms. Chen agreed to sell to Mr. Tang 925,000 shares of common stock of the Company held by her.  The parties expect to consummate such sale in the near future.

 

Changes 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.
Mr. Lim’s decision to leave the Board and his executive officer positions with the Company is due to personal reasons and
not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices

 

Effective March 27,
2018, the following individuals were appointed to serve in the capacities set forth next to their names until his successor(s)
shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as an executive
officer or director of the Company:

 

Name Office(s)
Eldee Tang Chief Executive Officer and Director
Sin Chi Yip Chief Financial Officer
Jon Yee Chuan Lim Chief Operating Officer and Secretary

 

On January 29, 2018,
Eldee Tang entered into agreements with four shareholders 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 expects to purchase the balance of the 925,000 shares from Kao Wei-Chen, a former affiliate of the Company,
in the near future.

 

 

 

 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS

 

Set forth below are the present directors,
director nominees and executive officers of the Company. There are no other persons who have been nominated or chosen to become
directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings
between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have
qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders
and until their successors have been elected and qualified.

 

 

Name Age Positions
Eldee Tang 42 Chief Executive Officer, Director
Sin Chi Yip 42 Chief Financial Officer
Jon Yee Chuan Lim 46 Chief Operating Officer and Secretary

 

Set forth below is
a brief description of the background and business experience of our sole executive officer and director:

 

Sir Eldee Tang,
age 42, joined us as our Chief Executive Officer and Director on March 27, 2018. He has served as a Partner and Executive Director
of Venvici Pte. Ltd., a SME that focuses on crowdsourcing in e-commerce and mobile commerce technology, since April 2015. Mr. Tang
founded Noble Infotechnologies Pte. Ltd., a data analytics company focusing on financial IT infrastructure technologies, and has
served as its Managing Director since 2006. Mr. Tang also founded Infinite Lifestyle Pte. Ltd., a wellness and related product
company, and served as its Managing Director from April 2006 to 2012. Mr. Tang received his Diploma in Electronic and Computer
Engineering from Ngee Ann Polytechnic in Singapore in 1996, his Masters in Business Administration from the University of South
Australia in 2008.

 

Mr. Tang is a seasoned
entrepreneur in the e-commerce and fintech industry. He is the recipient of numerous distinguished business awards including the
Most Promising Entrepreneur Award from Asia Pacific Entrepreneur Award (APEA) in 2010 as well as the Global Outstanding Young Chinese
Award by the Global Chinese Outstanding Youth in 2016. In 2017, he was knighted by the Sovereign Order of Saint John of Jerusalem,
Knights of Malta for his philanthropic contributions. We believe that Mr. Tang’s deep experience in e-commerce, big data
and internet industries qualifies him to serve on our Board of Directors.

 

Sin Chi Yip,
age 42, joined us as our Chief Financial Officer on March 27, 2018. Prior to joining the company, he served as the Chief Financial
Officer of Thong Yong International Pte. Ltd., a shipping vessel development and construction company with a portfolio of 20 vessels
operating in Singapore, Middle East, Malaysia, China, Indonesia and the Netherlands, since October 2008. From September 2006 to
September 2008, Mr. Yip served as the Finance Manager of CIMC Raffles Offshore Ltd., a shipyard that specializes in constructing
offshore vessels. Mr. Yip served as an accountant at Acumen Engineering Pte. Ltd, a plastic resins distribution company, from January
2003 to August 2006. He began his career as an auditor with Deloitte & Touché LLP in 2000 until he departed in 2003.
Mr. Yip received his Bachelor of Accountancy and Executive Masters in Business Administration from Nanyang Technological University
(Singapore) in 2000 and 2012, respectively. He also participated in the Advanced Management Program from the University of California,
Berkeley in 2011.

 

Jon Yee Chuan
Lim
, age 46, joined us as our Chief Operating Officer and Secretary on March 27, 2018. Prior to joining the company, he
served as the Vice President of Finance and HR of Venvici Pte. Ltd., a SME that focuses on crowdsourcing in e-commerce and mobile
commerce technology, from July 2016 to March 2018. From October 2010 to April 2017, Mr. Lim was the Chief Financial Officer of
the Singapore branch of HL Display, a global market leader in in-store communications and merchandising manufacturer. From September
2008 to August 2010, he served as the Chief Financial Officer of Iknow Pte Ltd., a Singapore based company that designs, distributes
and retails IT products and services in more than 100 retail outlets. From January 2006 to 2008, Mr. Lim served as the Financial
Controller of Verigy (Singapore), which is a spin-off of Agilent Technologies. Prior to joining Verigy, he served as the Manager
of Corporate Finance for OCBC Bank. Mr. Lim served as the Group Finance Manager of Pacific Internet, a former NASDAQ listed company
that was ultimately acquired by Telstra, Australia’s largest telecommunications and media company, from June 2003 to March
2005. From January 1998 to February 2003, Mr. Lim served as the Financial Supervisor of KLA-Tencor (NASDAQ: KLAC). Mr. Lim holds
a Master of Business Administration and Bachelor Degree in Accountancy from Santa Clara University.

 

 

 

 

Family Relationships

 

There are no family relationships between
any of our directors or executive officers.

  

Involvement in Certain Legal Proceedings

 

No executive officer
or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us
or any of our subsidiaries.

 

No executive officer
or director has been involved in the last ten years in any of the following:

 

· Any bankruptcy petition filed by or against
any business or property of such person, or of which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
· Any conviction in a criminal proceeding
or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
· Being subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
· Being found by a court of competent jurisdiction
(in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated;
· Being the subject of or a party to any
judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged
violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions
or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation
prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or
· Being the subject of or a party to any
sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section
3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent
exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Board Committees

  

We have not formed
separate Audit, Corporate Governance or Compensation and Nominations committees. Our entire Board performs the functions of the
Audit, Corporate Governance and Compensation and Nominations committees.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of
the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to
provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations
from certain reporting persons, we believe that during fiscal year ended March 31, 2018, and up to the date of this current report,
our officers, directors and greater than 10% percent beneficial owners timely filed all reports required by Section 16(a) of the
Securities Exchange Act.

 

Code of Ethics

 

We have adopted a
Code of Business Conduct and Ethics that applies to our directors, officers, and employees. A copy of our Code of Business Conduct
and Ethics is filed as Exhibit 14 to this annual report and may be obtained free of charge by contacting us at the address or telephone
number listed on the cover page hereof.

 

Board Meetings

 

Our board of directors
currently consists of Eldee Tang. The board held no formal meetings during the year ended March 31, 2018, but took actions via
unanimous written consent. We expect our current board to act by written consent or through board meetings in accordance with the
provisions of the Delaware General Corporation Law and our Amended and Restated Bylaws.

 

 

 

 

Nomination Process

 

Effective June 15,
2018, we adopted advance notice procedures for stockholders seeking to nominate candidates for election as directors at our annual
meeting of stockholders. Among other things, our Amended and Restated Certificate of Incorporation and the Amended and Restated
Bylaws provide that:

 

· Our stockholders may not call special
meetings of our stockholders unless they hold in excess of 50% of the shares entitled to vote at a meeting of stockholders. Stockholders
requesting a special meeting to act on any matter that may properly be considered at a meeting of stockholders must submit a written
request to the secretary of the Corporation. Such meeting request must contain all information required pursuant to the Amended
and Restated Bylaws, be sent to the secretary by registered mail, return receipt requested, and be received by the secretary within
60 days after the record date;
· In any annual meeting of our stockholders,
stockholders may not act on any matter not properly brought before the meeting. A matter is considered to have been properly brought
before a meeting if the stockholder has given timely notice thereof in writing to the secretary of the Corporation and such business
is a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required
pursuant to the Amended and Restated Bylaws and shall be delivered to the secretary at the principal executive office of the Corporation
not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date
of the proxy statement for the preceding year’s annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s
annual meeting, notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to
the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of
such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such
meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time
period for the giving of a stockholder’s notice as described above.
· Our stockholders may not nominate persons
to our Board unless they comply with certain nomination procedures. A stockholder must deliver notice of its intent to nominate
persons to be elected to the Board to the secretary of the Company not earlier than the 150th day nor later than 5:00 p.m., Eastern
Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual
meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from
the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely, such notice
must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern
Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following
the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment
of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. Such
stockholder’s notice must include all information required pursuant to the Amended and Restated Bylaws, which shall include
information regarding (i) the stockholder, (ii) any person acting in concert with such stockholder, (iii) any beneficial owner
of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary)
and (iv) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under
common control with, such stockholder or any of the persons described in sections (ii) and (iii) above.

 

Such notice shall contain, among other
things, a written undertaking certifying that such proposed nominee (a) is not, and will not become a party to, any agreement,
arrangement or understanding with any person or entity other than the Company in connection with service or action as a director
that has not been disclosed to the Company.

 

These provisions might preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting
of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting
to obtain control of our company.

 

Our board of directors
does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board
of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications
of each candidate when the board considers a nominee for a position on our board of directors.

 

 

 

 

Corporate Governance & Board Independence

 

Our Board of Directors
consists of one director: Eldee Tang. We do not currently have a standing audit, nominating or compensation committee of the board
of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating
and compensation committees. As of the date of this report, no member of our board of directors qualifies as an “audit committee
financial expert” as defined in 17 CFR 229.407(d)(5) promulgated under the Securities Act. We hope to attract a director
who qualifies as an “audit committee financial expert” as our business matures.

 

Our board of directors
intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed
by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees
at the early stage of the company’s development, and our board of directors believes that the functions of such committees
can be adequately performed by the members of our board of directors.

   

Board Leadership Structure and the Board’s Role in
Risk Oversight.

 

The Board of Directors
is led by the Chairman who is also the Chief Executive Officer. The Board believes that the most effective leadership structure
at this time is not to separate the roles of Chairman and Chief Executive Officer. A combined structure provides the Company with
a single leader who represents the company to our stockholders, regulators, business partners and other stakeholders, among other
reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairman.

 

  · This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Mr. Tang’s continuation in the combined role of the Chairman and Chief Executive Officer is in the best interest of the stockholders.
  · The Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

 

The Board of Directors does not have a specific role in risk
oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the
Company provide the Board of Directors with information regarding the Company’s risks.

 

Involvement in Certain Legal Proceedings

 

From time to time,
we may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination
or breach of contract actions incidental to the normal operations of the business. We may be named as a defendant in such lawsuits
and thus become subject to the attendant risk of substantial damage awards. We believe that we have adequate liability insurance
coverage. There can be no assurance, however, that we will not be sued, that any such lawsuit will not exceed our insurance coverage,
or that we will be able to maintain such coverage at acceptable costs and on favorable terms.

 

We are not a party
to, nor is any of our property the subject of, any legal proceedings. There are no proceedings pending in which any of our officers,
directors or 5% shareholders are adverse to us or any of our subsidiaries or in which they are taking a position or have a material
interest that is adverse to us or any of our subsidiaries.

 

 

 

 

 

EXECUTIVE COMPENSATION

 

Compensation Philosophy and Objectives

 

Currently, our executive
directors and officers receive cash compensation for services in such capacities. We expect to establish an incentive compensation
plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship
between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package
over the executive’s career with us. The compensation program objectives will be to attract, motivate and retain the qualified
executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate
goals are achieved and to align the interests of executives and long-term stockholders. We expect the compensation package of our
named executive officers to consist of the following main elements:

 

1. base salary for our executives that is competitive relative to the market, and that reflects individual
performance, retention and other relevant considerations;
2. incentive compensation consisting of stock options, restricted stock and the like; and
3. discretionary bonus awards payable in cash and or securities of the Company tied to the satisfaction
of corporate objectives.

 

Process for Setting Executive Compensation

 

As we do not have Compensation
Committee, our Board will be responsible for developing and overseeing the implementation of our philosophy with respect to the
compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation
remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board will annually
review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components
of the executive’s compensation. The Board may award discretionary bonuses to each of the named executives, and reviews and
approves the process and factors (including individual and corporate performance measures and actual performance versus such measures)
used by the Chief Executive Officer to recommend such awards. Additionally, the Board will review and approve the base salary,
equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

  

We expect out Chief
Executive Officer to periodically provide the Board with an evaluation of each named executive officer’s performance, based
on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well
as other factors. The Board will provide an evaluation for the Chief Executive Officer. These evaluations will serve as the bases
for bonus recommendations and changes in the compensation arrangements of our named executives.

 

Our Compensation Peer Group

 

We expect to engage
in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we
may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group
of companies similar to us in size or business for the purpose of comparing executive compensation levels.

 

Program Components

 

We expect our executive
compensation program to consist of the following elements:

 

Base Salary

 

Our base salary structure
will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our
growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits,
the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal
market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board
will consider all of these factors, though it will not assign specific weights to any factor. The Board will generally review the
base salary for each named executive officer on an annual basis. For each of our named executive officers, we expect to review
base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure
that the base salary rate for each executive is competitive relative to the market.

 

 

 

 

Discretionary Bonus

 

The objectives of our
bonus awards will be to encourage and reward our employees, including the named executive officers, who contribute to and participate
in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who
will contribute to that success.

 

Each of our named executive
officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations
regarding bonus awards for the named executive officers and the Board provides the bonus recommendation for the Chief Executive
Officer. However, the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards
are made, the size of the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive
officers depends on a number of factors, including (i) the performance of the Company for the year, (ii) the satisfaction
of certain individual and corporate performance measures, and (iii) other factors which the Board may deem relevant. The Company
did not award any cash bonuses during fiscal year 2018.

 

Stock Holdings

 

The Board recognizes
the importance of having a portion of the named executive officers’ compensation be paid in the form of equity, to help align
the executives’ interests with the interests of the Company’s stockholders. Initially, we expect the Board to emphasize
the cash-based portion of our compensation program over a stock program because it believes the discretionary nature of the cash-based
compensation gives it the needed flexibility to factor in and reward the attainment of longer-term goals for the Company and the
executives, as the Board deems appropriate.

 

We have not timed nor
do we plan to time our release of material non-public information for the purpose of affecting the value of executive compensation.

  

Summary Compensation Table

 

The following tables
set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid
to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive
officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables
set forth below reflect the compensation of the Named Executive Officers.

 

Name
and Principal  Position
  Fiscal Year    

Salary

($)

   

Bonus

($)

   

Equity

Awards

($)

   

All Other

Compensation ($)

   

Total

($)

 
                                     
Lim Yew Chuan (1)     2018       0       0       0       0       0  
(Chief Executive Officer, Chief Financial Officer and Secretary)     2017       0       0       0       0       0  
                                                 
Eldee Tang (2)
(Chief Executive Officer)
    2018       0       0       0       0       0  
      2017       0       0       0       0       0  

_______________

(1) Lim Yew Chuan served as our Chief Executive Officer, Chief Financial Officer, Secretary and director from February 18, 2016, to March 27, 2018.
(2) Eldee Tang was appointed to serve as our Chief Executive Officer and Director effective March 27, 2018.

 

 

 

 

 

Narrative Disclosure to Summary Compensation Table

 

Each of Messrs. Eldee
Tang, Yip and Lim are parties to an employment agreement with NVPL, our subsidiary, or the Employment Agreements, as of the dates
and for the annual salary set forth below:

 

Name Position Monthly Salary (Singapore Dollars)/ USD Effective Date
Eldee Tang Chief Executive Officer and Director S$20,000/US$14,815 April 1, 2018
Sin Chi Yip Chief Financial Officer S$10,000/US$7,407 April 1, 2018
Yee Chuan Lim Chief Operating Officer, Secretary S$10,000/USD$7,407 April 1, 2018

 

In addition to the base salary set forth
above, each executive officer may be entitled to quarterly bonuses based upon performance indicators established by the company.

 

Each executive officer
may terminate his respective employment agreement by giving two months prior written notice thereof. NVPL is entitled to reduce
the termination period by offsetting against the employment amounts due. NVPL may terminate the employment of each executive officer
in the case of dishonesty, willful or gross misconduct, violation of house rules, gross incompetence or persistent breach of any
terms of employment.

 

Our executive officers
are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services
on our behalf. They are also entitled to certain health and welfare benefits, transportation allowances, and relevant professional
membership fees and course fees.

  

The foregoing description
of the Employment Agreements is qualified in its entirety by reference to such agreements which are filed as Exhibits 10.6 through
and including 10.8 to this Current Report and are incorporated herein by reference.

 

Other than set out
above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or
executive officers. We expect to establish one or more incentive compensation plans in the future. Our directors and executive
officers may receive securities of the Company as incentive compensation at the discretion of our board of directors in the future.
We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to
our directors or executive officers.

 

Equity Awards

 

There are no options,
warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of any of our executive
officers was there:

 

  · any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);
  · any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
  · any option or equity grant;
  · any non-equity incentive plan award made to a named executive officer;
  · any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
  · any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

 

 

 

 

 

Compensation of Directors

 

During our fiscal year
ended March 31, 2018, we did not provide compensation to any of our employee directors for serving as our director. We currently
have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to
issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may
award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required
of a director.

 

Outstanding Equity Awards At Fiscal Year-End

 

There are no options,
warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of any of our executive
officers was there:

 

  · any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);
  · any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
  · any option or equity grant;
  · any non-equity incentive plan award made to a named executive officer;
  · any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
  · any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

  

Compensation Risk Management

 

Our Board of directors
and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this
assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably
likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives
with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions
and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered
in this assessment included:

 

  · the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and

 

  · effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

  

Compensation Committee Interlocks and
Insider Participation

 

We have not yet established
a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee.

 

Our Amended and Restated
Bylaws provide that the number of directors shall be fixed from time to time by resolution of the Board of Directors. Our Amended
and Restated Bylaws may be amended, altered or repealed by our Board of Directors.

 

 

 

 

Our Amended and Restated
Bylaws also provide that our directors may be removed with or without cause by the affirmative vote of the holders of at least
a majority of the shares then entitled to vote at an election of directors. An election of our directors by our stockholders will
be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.

 

Our current and future
executive officers and significant employees serve at the discretion of our board of directors. Our board of directors may also
choose to form certain committees, such as a compensation and an audit committee.

 

Compensation Committee Report

 

Our Board has reviewed
and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with
management, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Current Report
on Form 8-K. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after
the date of this Current Report on Form 8-K and irrespective of any general incorporation language in such filing.

 

Submitted by members of the Board of
Directors:

Eldee Tang

 

 

 

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Other than as disclosed
below, there are no transactions during our two most recent fiscal years ended March 31, 2018 and March 31, 2017, or any currently
proposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent
of the average of our Company’s total assets at year end for our last two completed years, and in which any of our directors,
officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct
or indirect material interest.

 

From time to time,
our shareholders advance funds to the Company on an unsecured, non-interest bearing basis, which funds are due on demand. As of
March 31, 2018, Ms. Kao Wei-Chen, our major shareholder advanced $280,317, all of which is outstanding. As of March 31, 2017, Ms.
Kao Wei-Chen, our major shareholder advanced $225,003, none of which is outstanding.

 

From time to time,
our shareholders advance funds to the Company on an unsecured, non-interest bearing basis, which funds are due on demand. As of
December 31, 2017, Ms. Kao Wei-Chen, our major shareholder advanced $238,714, all of which is outstanding. As of December 31, 2016,
Ms. Kao Wei-Chen, our major shareholder advanced $214,517, all of which is outstanding.

 

We have not adopted
policies or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all
related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with
third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer,
and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

 

Transactions of
NVPL

 

During the twelve months
ended March 31, 2018, and 2017, we made payments to the related parties as follow:

 

    March 31, 2018     March 31, 2018  
Vendor   Amount for the year     Accounts Payable  
WMI Holdings Private Limited – purchase of goods   $ 378,136     $ 109,478  
GToken Limited – marketing expense   $ 442,581     $ 30,302  

 

    March 31, 2017     March 31, 2017  
Vendor   Amount for the year     Accounts Payable  
WMI Holdings Private Limited – purchase of goods   $ 17,022        
GToken Limited – royalty charges   $ 2,165,144        

 

Eldee Tang, our Chief Executive Officer
and Director, owns 50% of WMI Holdings Private and 10% of GToken Limited.

 

As of March 31, 2017, the Company made
temporary advances to its related companies which were controlled by the director of the Company, which was unsecured, interest-free
and repayable on demand. The balances were fully repaid during the year ended March 31, 2018.

 

From time to time, Eldee Tang, our Chief
Executive Officer and Director, advances funds to the Company for working capital purposes. Those advances are unsecured, non-interest
bearing and due on demand. The imputed interest on the loan from a related party was not significant. As of March 31, 2018 and
2017, the Company owed Eldee Tang a balance of $69,069 and $1,045,674, respectively.

 

Director Independence

 

Our board of directors
currently consists of Eldee Tang, our Chief Executive Officer, who does not qualify as an independent director under the published
listing requirements of the NASDAQ Stock Market or the NYSE. As of the date hereof, we have not adopted a standard of independence
nor do we have a policy with respect to independence requirements for our board members or that a majority of our board be comprised
of “independent directors.”

 

 

 

 

LEGAL PROCEEDINGS

 

We are not a party
to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material
adverse effect on our financial condition or results of operations.  We may from time to time become a party to various
legal or administrative proceedings arising in the ordinary course of our business. There are no pending legal proceedings in which
any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities
of the Company, is a party adverse to the Company or has a material interest adverse to the Company.

 

MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

 

(a) Market Information

 

 

Shares of our common
stock are quoted on the OTC Pink under the symbol “NVGI”. As of August 7, 2018, the last closing price of our securities
was $2.00, with little to no quoting activity. There is no established public trading market for our securities and a regular
trading market may not develop, or if developed, may not be sustained.

 

The following table
sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTC Pink.
The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual
transactions.

 

Quarterly period   High     Low  
Fiscal year ended March 31, 2018:                
Fourth Quarter   $ 1.10     $ 1.10  
Third Quarter   $ 1.10     $ 1.10  
Second Quarter   $ 1.10     $ 1.10  
First Quarter   $ 1.10     $ 0.05  
Fiscal year ended March 31, 2017:                
Fourth Quarter   $ 0.05     $ 0.05  
Third Quarter   $ 0.05     $ 0.05  
Second Quarter   $ 0.05     $ 0.05  
First Quarter   $ 0.05     $ 0.05  

 

 

(b)  Approximate Number of Holders of Common Stock

 

As of August 2, 2018,
there were approximately 47 shareholders of record of our common stock. Such number does not include any shareholders holding
shares in nominee or “street name”.

 

(c)  Dividends

 

Holders of our common
stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods
reported herein, nor do we anticipate paying any dividends in the foreseeable future.

 

(d)  Equity Compensation Plan Information

 

None.

 

(e)  Recent Sales of Unregistered Securities

 

None.

 

 

 

 

DESCRIPTION OF SECURITIES

 

The following is a
description of the material provisions of our capital stock, as well as other material terms of our Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws.  We refer you to our Amended and Restated Certificate of Incorporation,
as amended, and Amended and Restated Bylaws, copies of which have been filed as exhibits to this report.

 

Common Stock

 

We are authorized,
subject to limitations prescribed by Delaware law, to issue up to 3,000,000,000 shares of common stock with a nominal par value
of $0.0001.

 

Dividend Rights

 

Subject to preferences
that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are
entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue
dividends and only then at the times and in the amounts that our board of directors may determine.

 

Voting Rights

 

Each holder of common
stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.  Under
our Amended and Restated Certificate of Incorporation, stockholders do not have the right to cumulate votes for the election of
directors.

 

No Preemptive or Similar Rights

 

Our common stock is
not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

 

Right to Receive Liquidation Distributions

 

Upon our dissolution,
liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the
holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights
and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

 

Preferred Stock

 

We are authorized to
issue up to 50,000,000 shares of preferred stock with a nominal par value of $0.0001.  Our Amended and Restated Certificate
of Incorporation allows our board of directors to authorize the issuance of preferred stock with voting or conversion rights that
could adversely affect the voting power or other rights of the holders of the common stock.  The issuance of preferred stock,
while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have
the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of
our common stock and the voting and other rights of the holders of common stock.  We have no current plans to issue any
shares of preferred stock.

 

Options

 

As of the date of this
Report, we had no outstanding options to purchase shares of our common stock.

 

Transfer Agent and Registrar

 

Our transfer agent
is Nevada Agency and Transfer Company. located 50 West Liberty Street, Suite 880, Reno, Nevada 89501, telephone number is (775)
818-322-0626.

 

 

 

 

Anti-takeover Provisions

 

Some of the provisions
of Delaware law, our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws may have the effect
of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers
and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and
inadequate takeover bids.  These provisions are also designed to encourage persons seeking to acquire control of us to
first negotiate with our board of directors.  We believe that the benefits of increased protection against an unfriendly or
unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals. Among other things,
negotiation of such proposals could result in an improvement of their terms.

 

Our Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws provide that:

 

· Board of Directors Vacancies. Our
Amended and Restated Certificate of Incorporation and restated bylaws authorize only our board of directors to fill vacant directorships,
including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set
only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder
from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting
vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes
continuity of management.
· Director Removals. Our Amended
and Restated Bylaws provide that directors can only be removed for cause by holders of at least a majority of the shares entitled
to vote at an election of directors. This makes it more difficult to change the composition of the Board.
· Stockholder Action; Special Meeting
of Stockholders
. Our Amended and Restated Certificate of Incorporation provides that no action shall be taken by our stockholders
except at an annual or special meeting of our stockholders called in accordance with our bylaws. Our bylaws provide that special
meetings of our stockholders may be called by holders or more than fifty percent (50%) of the shares entitled to vote at a meeting
of stockholders, a majority of our board of directors, the chairman of our board of directors, or our chief executive officer.
· Advance Notice Requirements for Stockholder
Proposals and Director Nominations
. Our Amended and Restated Bylaws provide advance notice procedures for stockholders seeking
to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting
of stockholders. Our restated bylaws also specify certain requirements regarding the form and content of a stockholder’s
notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from
making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that
these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s
own slate of directors or otherwise attempting to obtain control of our company.
· No Cumulative Voting. The Delaware
General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors
unless a corporation’s certificate of incorporation provides otherwise. Our Amended and Restated Certificate of Incorporation
and Amended and Restated bylaws do not provide for cumulative voting.
· Issuance of “Blank Check”
Preferred Stock
. Our board of directors has the authority, without further action by the stockholders, to issue up to 50,000,000
shares of “blank check” preferred stock with rights and preferences, including voting rights, designated from time
to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors
to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest,
or otherwise;
· Bylaws Amendments Without Stockholder
Approval
. Our Amended and Restated Bylaws provide that a majority of the authorized number of directors will generally have
the power to adopt, amend or repeal our bylaws without stockholder approval;
· Broad Indemnity. We are permitted
to indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their
services to us, which may include services in connection with takeover defense measures. This provision may make it more difficult
to remove directors and officers and delay a change in control of our management.

 

Delaware Anti-Takeover
Provisions

 

Section 203 of the
Delaware General Corporation Law (the “DGCL”) prohibits public companies from entering into a business combination
(including a merger, sale of assets or transfer of stock) with an “interested stockholder” for a period of three years
after the person becomes an interested stockholder, unless certain conditions apply. An “interested stockholder” is
defined as a person or group of persons who beneficially acquire 15% or more of the outstanding voting stock of the corporation.
Section 203 does not apply if the corporation’s board of directors preapproves the transaction by which a stockholder becomes
an interested stockholder, or if the subsequent business combination with an interested stockholder is authorized at a stockholder
meeting by two-thirds of the corporation’s outstanding voting stock (excluding the stock held by the interested stockholder).
Further, a stockholder who acquires 85% or more of the voting stock of a corporation (excluding stock held by directors who are
also officers and certain employee stock plans) in the first transaction in which it becomes an interested stockholder is not subject
to the three-year waiting period for any subsequent business combination.

 

 

 

 

A Delaware corporation
may amend its certificate of incorporation to “opt out” of Section 203’s anti-takeover protection. The amendment
must be approved by the affirmative vote of a majority of the shares entitled to vote, in addition to any other vote required by
law, and it must be effected before any stockholder becomes an interested stockholder. Subject to certain exceptions, such amendment
will not take effect until twelve months after its adoption.

 

Because we do not have
a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders, the
restrictions of Section 203 of the Delaware General Corporation Law do not apply to us. We have determined, however, to amend our
Certificate of Incorporation to elect not to be governed by Section 203 of the DGCL to facilitate potential future business combinations
regardless of whether such business combinations are with interested stockholders. Further, because we did not elect to be governed
by Section 203 of the DGCL in our original Certificate of Incorporation, our election not to be governed by Section 203 of the
DGCL took effect on June 15, 2018, and the twelve month waiting period did not apply to us.

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our Amended and Restated
Certificate of Incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest
extent permitted by Delaware law. Consequently, our directors are not personally liable to us or our stockholders for monetary
damages for any breach of fiduciary duties as directors, except for liability:

 

· for any breach of their duty of loyalty
to our company or our stockholders;
· for any act or omission not in good faith
or that involves intentional misconduct or a knowing violation of law;
· unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
· for any transaction from which they derived
an improper personal benefit.

 

Our Amended and Restated Certificate of
Incorporation also provide that to the fullest extent permitted by applicable law, we are authorized to advance expenses incurred
by or on behalf of a director, officer or other persons to which we are permitted to provide indemnification, in excess of the
advancement permitted by Section 145 of the DGCL in advance of the final disposition of any action or proceeding.

 

Any amendment to
or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim
that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further
limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further
limited to the greatest extent permitted by the Delaware General Corporation Law.

 

Our Amended and Restated
Bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened
to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers
or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other
enterprise. Our Amended and Restated Bylaws provide that we may indemnify to the fullest extent permitted by law any person who
is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is
or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise.

 

We intend to enter
into indemnification agreements with each of our directors and executive officers that are broader than the specific indemnification
provisions contained in the Delaware General Corporation Law. These indemnification agreements may require us, among other things,
to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These
indemnification agreements may also require us to advance all expenses incurred by the directors and executive officers in investigating
or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified
individuals to serve as directors and executive officers.

 

 

 

 

The limitation of
liability and indemnification provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
or in any indemnification agreements may discourage stockholders from bringing a lawsuit against our directors for breach of their
fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an
action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected
to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification
provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our
directors, officers, employees, or other agents or is or was serving at our request as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are
not aware of any threatened litigation that may result in claims for indemnification.

 

We expect to obtain
insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and officers
against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including
claims relating to public securities matters, and to us with respect to payments that may be made by us to these officers and directors
pursuant to our indemnification obligations or otherwise as a matter of law.

 

Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our company pursuant
to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

 

 

 

 

 

 

 

FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 

 

 

NOBLE VICI PTE LIMITED

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

  Page
   
Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Balance Sheets F-3
   
Consolidated Statements of Operations and Other Comprehensive Income F-4
   
Consolidated Statements of Cash Flows F-5
   
Consolidated Statements of Changes in Stockholder’s Deficit F-6
   
Notes to Consolidated Financial Statements F-7 – F-20

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

 

 

The Board of Director and Stockholder of

Noble Vici Pte Limited

 

Opinion on
the Financial Statements

 

We have audited
the accompanying consolidated balance sheets of Noble Vici Pte Limited (the Company) as of March 31, 2018 and 2017, and the related
consolidated statements of operations and other comprehensive income, cash flows and changes in stockholder’s deficit for
each of the two years in the period ended March 31, 2018, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company at March 31, 2018 and 2017, and the results of its operations and its cash flows for each of
the two years in the period ended March 31, 2018, in conformity with U.S. generally accepted accounting principles.

 

Basis for the
Opinion

 

These consolidated
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

 

We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express
no such opinion.

 

Our audits included
performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

/s/ HKCMCPA
Company Limited

 

 

We have served the Company since 2018.

 

Hong Kong, China

 

August 8, 2018

 

 

NOBLE VICI PTE LIMITED

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2018 AND 2017

(Currency expressed in United States
Dollars (“US$”), except for number of shares)

 

    As of March 31,  
    2018     2017  
ASSETS            
Current assets:                
Cash and cash equivalents   $ 1,536,980       281,275  
Deposits, prepayment and other receivable     320,879       269,984  
Purchase deposits     1,463,151        
Amounts due from related companies           12,508  
Amount due from a third party     228,875        
                 
Total current assets     3,549,885       563,767  
                 
Non-current assets:                
Intangible assets, net     696,479       665,647  
Property, plant and equipment, net     250,736       34,530  
                 
Total non-current assets     947,215       700,177  
                 
TOTAL ASSETS   $ 4,497,100     $ 1,263,944  
                 
LIABILITIES AND STOCKHOLDER’S DEFICIT                
Current liabilities:                
Account payables   $ 417,811     $ 28,819  
Commission liabilities     428,158       740,884  
Deferred revenue     3,962,773        
Accrued liabilities and other payables     361,586       118,254  
Amount due to a director     69,069       1,045,674  
Amounts due to related parties           613,818  
Tax payable     335,546       42,347  
Current portion of obligations under finance leases     84,345       1,829  
                 
Total current liabilities     5,659,288       2,591,625  
                 
Long-term liabilities:                
Obligations under finance leases     1,466       3,209  
                 
TOTAL LIABILITIES     5,660,754       2,594,834  
                 
Commitments and contingencies                
                 
STOCKHOLDER’S DEFICIT                
Issued capital, 1,000,001 ordinary shares and 1 ordinary share issued and outstanding, as of March 31, 2018 and 2017, respectively     152,727       1  
Stock subscription receivable     (152,726 )      
Accumulated other comprehensive (loss) income     (46,440 )     32,956  
Accumulated deficit     (1,117,215 )     (1,363,847 )
                 
Stockholder’s deficit     (1,163,654 )     (1,330,890 )
                 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT   $ 4,497,100     $ 1,263,944  

 

 

See accompanying notes to consolidated financial
statements.

 

 

 

NOBLE VICI PTE LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States
Dollars (“US$”))

 

    Years ended March 31,  
    2018     2017  
             
Revenue, net   $ 3,623,980     $ 5,232,680  
                 
Cost of revenue     (832,390 )     (2,646,036 )
                 
Gross profit     2,791,590       2,586,644  
                 
Operating expenses:                
Sales and marketing expense     1,118,310       977,816  
General and administrative expenses     1,433,134       1,338,327  
                 
Total operating expenses     2,551,444       2,316,143  
                 
INCOME FROM OPERATION     240,146       270,501  
                 
Other income (expense):                
Interest expense     (1,547 )     (283 )
Government subsidy income     25,086       44,773  
Sundry income     16,041       4,683  
                 
Total other income     39,580       49,173  
                 
INCOME BEFORE INCOME TAXES     279,726       319,674  
                 
Income tax expense     (33,094 )     (29,857 )
                 
NET INCOME     246,632       289,817  
Other comprehensive (loss) income:                
– Foreign currency adjustment (loss) gain     (79,396 )     56,565  
                 
COMPREHENSIVE INCOME   $ 167,236     $ 346,382  

 

 

See accompanying notes to consolidated financial
statements.

 

 

 

NOBLE VICI PTE LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States
Dollars (“US$”))

 

    Years ended March 31,  
    2018     2017  
             
Cash flow from operating activities:                
Net income   $ 246,632     $ 289,817  
Adjustments for:                
Amortization of intangible assets     12,725        
Depreciation of property, plant and equipment     61,674       72,730  
                 
Change in operating assets and liabilities:                
Deposits, prepayment and other receivable     (31,941 )     79,363  
Amounts due from related companies     12,888       (12,630 )
Purchase deposit     (1,414,059 )      
Account payables     374,098       29,098  
Accrued liabilities and other payables     227,613       10,223  
Commission liabilities     (349,563 )     (2,282,401 )
Deferred revenue     3,829,812        
Tax payable     280,658       2,952  
                 
Net cash generated from (used in) operating activities     3,250,537       (1,810,848 )
                 
Cash flow from investing activities:                
Purchase of property, plant and equipment     (268,417 )     (16,560 )
Purchase of intangible assets           (37,409 )
                 
Net cash used in investing activities     (268,417 )     (53,969 )
                 
Cash flow from financing activities:                
(Repayment to) proceeds from a director     (1,010,637 )     982,649  
Advance to a third party     (221,195 )      
Repayment to related parties     (632,434 )     (249,316 )
Proceeds from (repayment of) finance lease     77,740       (1,850 )
                 
Net cash (used in) generated from financing activities     (1,786,526 )     731,483  
                 
Foreign currency translation adjustment     60,111       (40,630 )
                 
Net change in cash and cash equivalents     1,255,705       (1,173,964 )
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR     281,275       1,455,239  
                 
CASH AND CASH EQUIVALENTS, END OF YEAR   $ 1,536,980     $ 281,275  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                
Cash paid for income taxes   $ 1,145     $  
Cash paid for interest   $ 1,547     $ 283  

 

See accompanying
notes to consolidated financial statements.

 

 

 

 

NOBLE VICI PTE LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDER’S DEFICIT

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States
Dollars (“US$”), except for number of shares)

 

 

Issued
capital

                 
  No. of ordinary shares     Amount     Stock subscription receivable     Accumulated other comprehensive income (loss)     Accumulated losses     Total stockholder’s deficit  
Balance as of April 1, 2016     1     $ 1     $     $ (23,609 )   $ (1,653,664 )   $ (1,677,272 )
Foreign currency translation adjustment                       56,565             56,565  
Net income for the year                             289,817       289,817  
Balance as of March 31, 2017     1     $ 1     $     $ 32,956     $ (1,363,847 )   $ (1,330,890 )
Issuance of new ordinary shares     1,000,000       152,726       (152,726 )                  
Foreign currency translation adjustment                       (79,396 )           (79,396 )
Net income for the year                             246,632       246,632  
Balance as of March 31, 2018     1,000,001     $ 152,727     $ (152,726 )   $ (46,440 )   $ (1,117,215 )   $ (1,163,654 )

 

 

See accompanying notes to consolidated financial
statements.

 

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

1.       DESCRIPTION
OF BUSINESS AND ORGANIZATION

 

Noble Vici Pte Limited (the “Company”)
is a private limited liability company and was incorporated on March 9, 2018 in the Republic of Singapore. The Company’s
operation is mainly engaged in the sale and marketing of third-party products through a network of independent members in the Republic
of Singapore and Asian region.

 

Pursuant to its Articles of Association,
the issued share capital is amounted to Singapore Dollar (“S$”) 1, representing 1 ordinary share at its inception.
During the year ended March 31, 2018, the Company issued 1,000,000 ordinary shares to its sole shareholder for an amount of S$1,000,000.

 

As of March 31, 2018, the sole stockholder
of the Company is Mr. TANG Wai Chong Eldee, who owns 1,000,001 ordinary shares representing 100% equity interest of the Company.

 

Description of subsidiaries

 

Name  

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of issued/

registered share

capital

 

Effective interest

held

                 
Noble Infotech Applications Pte Ltd   Republic of Singapore   Development of software for interactive digital media and software consultancy   S$ 1   100%
                 

Venvici Pte Ltd

 

  Republic of Singapore   Business and management consultancy services on e-commerce service   S$100,000   100%
                 

Venvici Ltd

 

  Republic of Seychelles   Business and management consultancy services on e-commerce service   US$50,000   100%
                 
Ventrepreneur (SG) Pte Ltd   Republic of Singapore   Online retailing   S$10,000   100%

 

The Company and its subsidiaries are hereinafter
referred to as (the “Company”).

 

 

2.       SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying consolidated financial statements reflect the
application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated
financial statements and notes.

 

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

These accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).

 

 

The consolidated financial statements include
the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have
been eliminated upon consolidation.

 

· Use of estimates and assumptions

 

In preparing these consolidated financial
statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance
sheet and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

· Cash and cash equivalents

 

Cash and cash equivalents are carried at
cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments
with an original maturity of three months or less as of the purchase date of such investments.

 

 

Intangible assets represented the acquired
game right from a related party, which are stated at acquisition cost, less accumulated amortization. The Company amortizes its
intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment when an indicator
for potential impairment exists. The Company is currently amortizing its intangible assets with definite lives over periods of
3 years.

 

· Property, plant and equipment

 

Property, plant and equipment are stated
at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line
basis over the following expected useful lives from the date on which they become fully operational and after taking into account
their estimated residual values:

 

    Expected useful lives  
Leasehold improvements   3 years or lesser than term of lease  
Furniture and fittings   3 years  
Office equipment and computers   1- 3 years  
Motor vehicle   2 years  

 

Expenditures for repairs and maintenance
are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is recognized in the results of operations.

 

· 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 March 31, 2018 and 2017.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

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.

 

Any amounts received prior to satisfying
the revenue recognition criteria are recorded as deferred revenue or customer deposits in the accompanying consolidated financial
statements. 

 

During the year ended March 31, 2017, the
Company offered the sales of online games by selling the token to play games on the internet.

 

 

Cost of revenue consists primarily of the
cost of goods sold and royalty expenses to the game owners, which are directly attributable to the sales of products and the rendering
of online gaming service.

 

Royalty charges and marketing expenses
paid to a related party totaled $442,581 and $2,165,144, for the years ended March 31, 2018 and 2017.

 

 

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.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit
carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance
sheets and provides valuation allowances as management deems necessary.

 

· Uncertain tax positions

 

The Company did not take any uncertain
tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25
for the years ended March, 31 2018 and 2017.

 

 

Leases that transfer substantially all
the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all
of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer
of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term
exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding
90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an
amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term
or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with
the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made
during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method
in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

 

· Foreign currencies translation

 

Transactions denominated in currencies
other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of
the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into
the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are
recorded in the consolidated statement of operations.

 

The reporting currency of the Company is
United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition,
the Company’s operating subsidiaries in Singapore and Seychelles maintain their books and record in its local currency, Singapore
Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their
operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency
is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the
year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate
component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

 

Translation of amounts from S$ into US$1
has been made at the following exchange rates for the years ended March 31, 2018 and 2017:

 

    March 31, 2018     March 31, 2017  
Year-end S$:US$1 exchange rate     1,3108       1.3974  
Annual average S$:US$1 exchange rate     1.3563       1.3840  

 

 

ASC Topic 220, “Comprehensive
Income
”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes
in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of
income tax expense or benefit.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

ASC Topic 280, “Segment Reporting
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business segments and major customers in consolidated financial
statements. For the years ended March 31, 2018 and 2017, the Company operates in two reportable operating segments in Singapore
and Asian Region.

 

 

Contributions to retirement plans (which
are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation
as the related employee service is provided.

 

 

The Company follows the ASC 850-10, Related
Party
for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the
related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would
be required, absent the election of the fair value option under the Fair Value Option Subsection of section
825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of
employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal
owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party
controls or can significantly influence the management or operating policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can
significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.

 

The consolidated financial statements shall
include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other
similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature
of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the consolidated financial statements; c) the dollar amounts of transactions
for each of the periods for which income statements are presented and the effects of any change in the method of establishing the
terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance
sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

· Commitments and contingencies

 

The Company follows the ASC 450-20, Commitments
to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought therein.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are
generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe,
based upon information available at this time that these matters will have a material adverse effect on the Company’s financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely
affect the Company’s business, financial position, and results of operations or cash flows.

 

· Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s
financial assets and liabilities, such as cash and cash equivalents, deposits, prepayments and other receivable, purchase deposits,
amounts due from related companies, amount due from a third party, accounts payable, commission liabilities, deferred revenue,
accrued liabilities and other payables, amounts due to related parties, tax payable and obligations under finance leases approximate
their fair values because of the short maturity of these instruments.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

· Recent accounting pronouncements

 

Recently Adopted Accounting Standards

 

Disclosure
of Going Concern Uncertainties
: In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), to
provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s
ability to continue as a going concern and to provide related footnote disclosures. The amendments in ASU 2014-15 are effective
for fiscal years and interim periods within those years, beginning after December 15, 2016. We adopted this amendment in the year
beginning January 01, 2017. The adoption of ASU 2014-15 did not have a material impact on the Company’s financial statements.

 

Accounting
Pronouncements Issued But Not Yet Adopted

 

Revenue
Recognition:
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers:
Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU
2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration
that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle
and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required
under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration
to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is
effective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period
presented with the option to elect certain practical expedients as defined within ASU 2014-09 (full retrospective method); or (ii)
retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing
certain additional disclosures as defined per ASU 2014-09 (modified retrospective method). The Company elected the modified retrospective
approach.

 

The Company’s
assessment efforts have included reviewing current revenue processes, arrangements and accounting policies to identify potential
differences that could arise from the application of this standard on its consolidated financial statements and related disclosures.
The Company expects the impact of the adoption of this standard is nominal on its financial statements since the Company’s
traditional lead-zinc mining business has been idled and the Company is transitioning to a new business in sand tailing.

 

Financial
instrument
: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses
certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for
fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. Accordingly,
the standard is effective for us on January 1, 2018. Since the Company do not have any financial instruments, management does not
expect there will be any material impact on the financial statements.

 

Leases:
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-2”), which provides guidance on lease
amendments to the FASB Accounting Standard Codification. This ASU will be effective for us on January 1, 2019. We are currently
in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

Financial
Instruments – Credit Losses: 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic
326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis
to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider
in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted
information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to
users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will
have on the Company’s consolidated financial statements and related disclosures.

 

Statement
of Cash Flows: 
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in
this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a
statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow
issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing
the current and potential future diversity in practice described above. ASU 2016-15 is effective for the Company for fiscal years
beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including
adoption in an interim period. The Company evaluated that none of the specific type of cash flow issues provided on this pronouncement
is applicable. Therefore, the Company does not believe that this standard has a significant impact on the presentation of its consolidated
statement of cash flows.

 

Statement
of Cash Flows: 
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted
Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period
in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This
update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted.
The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and
removal of the changes in restricted cash activity, which are currently recognized in other financing activities, on the Statements
of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and
restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash
Flows. The Company has already disclosed the restricted cash separately on its Consolidated Statements of Financial Position. Beginning
the first quarter of 2018, the Company has adopted and also include the restricted cash balances on the Statements of Consolidated
Cash Flows and reconciliation of Cash, cash equivalent and restricted cash within its Consolidated Statements of Financial Positions
that sum to the total of the same such amounts shown in its Consolidated Statements of Cash Flows.

 

Business
Combination
: In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations
(Topic 805): Clarifying the Definition of a Business 
(ASU 2017-01), which revises the definition of a business and provides
new guidance in evaluating when a set of transferred assets and activities is a business. The Company has adopted this guidance
effective for us in the first quarter of 2018 on a prospective basis. This standard does not have a material impact on our consolidated
financial statements unless and until the Company plans an acquisition or deconsolidation in the future.

 

Financial
Instruments – Credit Losses
: In June 2017, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic
326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis
to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider
in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted
information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to
users of the financial statements. ASU 2017-13 is effective for the Company for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. The Company is still evaluating the impact of this standard on the
Company’s consolidated financial statements and related disclosures.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

Revenue
Recognition and Leases: 
In September 2017, the FASB issued ASU 2017-13, Revenue from Contracts with Customers (Topic
606) and Leases (Topic 842). The main objective of this pronouncement is to clarify the effective date of the adoption of ASC Topic
606 and ASC Topic 842 and the definition of public business entity as stipulated in ASU 2014-09 and ASU 2016-02. ASU 2014-09 provides
that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting periods beginning after
December 15, 2017, including interim reporting periods within that reporting period. All other entities are required to adopt ASC
Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting
periods beginning after December 15, 2019. ASU 2016-12 requires that “a public business entity and certain other specified
entities adopt ASC Topic 842 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.
All other entities are required to adopt ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods
within fiscal years beginning after December 15, 2020”. ASU 2017-13 clarifies that the SEC would not object certain public
business entities to elect to use the non-public business entities effective dates for applying ASC 606 and ASC 842. ASU 2017-13,
however, limits such election to certain public business entities that “otherwise would not meet the definition of a public
business entity except for a requirement to include or inclusion of its financial statements or financial information in another
entity’s filings with the SEC”. The Company elected to adopt ASC Topic 606 and ASC Topic 842 beginning January 1, 2018
and January 1, 2019, respectively.

 

Except
for the ASU above, in the period from February 2018 through July 2018, the FASB has issued ASU No. 2018-02 through ASU 2018-05,
which are not expected to have a material impact on the consolidated financial statements upon adoption.

 

4.       REVENUE

 

    Years ended March 31,  
    2018     2017  
Products sales:                
As principal   $ 1,150,013     $ 27,200  
As agent (net basis)     2,252,188        
Other operating revenue     221,779       4,360  
      3,623,980       31,560  
Sales of online games           5,201,120  
    $ 3,623,980     $ 5,232,680  

 

 

5.       INTANGIBLE
ASSETS

 

    As of March 31,  
    2018     2017  
Gaming right                
Gross carrying value   $ 459,104     $ 430,639  
Less: accumulated amortization     (432,770 )     (393,588 )
Net carrying value     26,334       37,051  
Non-amortising portion     670,145       628,596  
                 
Intangible assets, net   $ 696,479     $ 665,647  

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

Non-amortising portion represents the deposit
for the development cost of gaming right, which generally is expected to be commercially launched in its fiscal second quarter
of 2018.

 

Amortization expense for the years ended
March 31, 2018 and 2017 were $12,725 and $0, as part of operating expenses, respectively.

 

The following table outlines the amortization
expense for each of the three years:

 

Years ending March 31:      
2019   $ 236,548  
2020     236,548  
2021     223,383  
         
Total   $ 696,479  

 

 

6.       PROPERTY,
PLANT AND EQUIPMENT

 

Property, plant and equipment consisted
of the following:

 

    As of March 31,  
    2018     2017  
At cost:                
Leasehold improvement   $ 41,747     $ 124,585  
Furniture and fittings     26,684       25,029  
Office equipment and computers     77,406       67,980  
Motor vehicle     233,452        
      379,289       217,594  
Less: accumulated depreciation     (128,553 )     (183,064 )
    $ 250,736     $ 34,530  

 

Depreciation expense for the years ended
March 31, 2018 and 2017 were $61,674 and $72,730, as part of operating expenses, respectively.

 

 

7.       PURCHASE
DEPOSITS

 

Purchase deposits represent deposit payments
made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received
by the Company, or refundable in the next twelve months.

 

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

8.       AMOUNTS
DUE FROM RELATED COMPANIES

 

As of March 31, 2017, the Company made
temporary advances to its related companies which were controlled by the director of the Company, which was unsecured, interest-free
and repayable on demand.

 

 

9.       AMOUNT
DUE FROM A THIRD PARTY

 

As of March 31, 2018, the Company made
a temporary advance of $228,875 to a third party, which is secured by the stocks held and becomes mature on or before December
31, 2018. Interest is charged at the rate of 5% per annum.

 

 

10.       AMOUNTS
DUE TO A DIRECTOR AND RELATED PARTIES

 

As of March 31, 2018 and 2017, 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 on related party loan is not significant.

 

As of March 31, 2017, amounts due to related
parties, which was unsecured, interest-free and repayable upon demand. Imputed interest on related party loan is not significant.
The balances were fully repaid during the year ended March 31, 2018.

 

 

11.        OBLIGATIONS UNDER FINANCE LEASES

 

The Company purchased several motor vehicles
under finance lease agreements with the effective interest rate ranging from 7.05% to 15.3% per annum, due through December 19,
2019, with principal and interest payable monthly. The obligations under the finance leases are as follows:

 

    As of March 31,  
    2018     2017  
             
Finance lease   $ 89,262     $ 5,809  
Less: interest expense     (3,451 )     (771 )
                 
Net present value of finance lease   $ 85,811     $ 5,038  
                 
Current portion   $ 84,345     $ 1,829  
Non-current portion     1,466       3,209  
                 
Total   $ 85,811     $ 5,038  

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

As of March 31, 2018, the maturities of
the finance leases for each of the two years are as follows:

 

Years ending March 31:      
2019   $ 84,345  
2020     1,466  
         
Total   $ 85,811  

 

 

12.       STOCKHOLDER’S
EQUITY

 

Pursuant to its Articles of Association,
the issued share capital is S$1, representing the number of 1 ordinary share, equal to $0.72.

 

During the year ended March 31, 2018, the
Company issued 1,000,000 ordinary shares to its sole stockholder for an amount of $152,726. The proceeds from share issuance was
not received and classified as stock subscription receivable at March 31, 2018. The Company subsequently received the proceeds
from its sole stockholder in May 2018.

 

As of March 31, 2018 and 2017, the total
number of outstanding and issued ordinary shares was 1,000,001 and 1, respectively.

 

 

 

The provision for income taxes consisted
of the following:

 

    Years ended March 31,  
    2018     2017  
             
Current tax   $ 33,094     $ 29,857  
Deferred tax            
 Income tax expense   $ 33,094     $ 29,857  

 

The effective tax rate in the years presented
is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company
and its subsidiaries are mainly operated in Republic of Singapore and Republic of Seychelles that are subject to taxes in the jurisdictions
in which they operate, as follows:

 

The Company and its subsidiaries are incorporated
and 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.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

 

The reconciliation of income tax rate to
the effective income tax rate based on income before income taxes for the years ended March 31, 2018 and 2017 are as follows:

 

    Years ended March 31,  
    2018     2017  
             
Income before income taxes   $ 279,726     $ 319,674  
Statutory income tax rate     17%       17%  
Income tax expense at statutory rate     47,553       54,345  
Tax effect of non-taxable income     (25,605 )     (3,851 )
Tax effect of non-deductible items     39,386       30,903  
Tax effect of tax concession     (26,488 )     (29,570 )
Tax effect of allowance     (1,752 )     (2,192 )
Tax loss carryforwards           (19,778 )
 Income tax expense   $ 33,094     $ 29,857  

 

The following table sets forth the significant
components of the deferred tax assets and liabilities of the Company as of March 31, 2018 and 2017:

 

    As of March 31,  
    2018     2017  
             
Deferred tax assets:                
Net operating loss carryforwards   $ 20,348     $ 12,127  
Less: valuation allowance     (20,348 )     (12,127 )
 Deferred tax assets, net   $     $  

 

As of March 31, 2018, the Company incurred
$119,693 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiration. The
Company has provided for a full valuation allowance against the deferred tax assets of $20,348 at March 31, 2018, 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.

 

The Company has filed an income tax return
for 2016 in Singapore jurisdiction.

 

 

 

The Company is required to make contribution
to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Singapore.
The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and
wages level. During the years ended March 31, 2018 and 2017, $77,639 and $136,298 contributions were made accordingly.

 

 

15.       RELATED
PARTY TRANSACTIONS

 

From time to time, the stockholder and
director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing
and due on demand. The imputed interest on the loan from a related party was not significant.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

Purchase from a related company totaled
$378,136 and $17,022, for the years ended March 31, 2018 and 2017.

 

Marketing expenses and royalty charges
paid to a related company totaled $442,581 and $2,165,144, for the years ended March 31, 2018 and 2017.

 

Apart from the transactions and balances
detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related
party transactions during the years presented.

 

 

16.       CONCENTRATIONS
OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)       Major
customers

 

For the years ended March 31, 2018 and
2017, there is no individual customer exceeding 10% of the Company’s revenue.

 

The Company considers its business activities
to constitute two single reportable segments. The Company’s chief operating decision makers use the consolidated results
to make operating and strategic decisions. The geographic distribution analysis of the Company’s revenues by region is as
follows:

 

    Years ended March 31,  
    2018     2017  
             
China   $ 2,255,174     $ 4,016,134  
Singapore     1,215,671       1,187,482  
Other countries in Asia Pacific     153,135       29,066  
                 
    $ 3,623,980     $ 5,232,682  

 

All of the Company’s long-lived assets
are located in Singapore.

 

 

For the year ended March 31, 2018, there
is one single vendor (Vendor B) representing more than 10% of the Company’s purchase. This vendor (Vendor B) accounted for
45% of the Company’s purchase amounting to $378,136, with $109,478 of accounts payable.

 

For the year ended March 31, 2017, there
is one single vendor (Vendor A) representing more than 10% of the Company’s purchase. This vendor (Vendor A) accounted for
82% of the Company’s purchase amounting to $2,165,144 with $0 of accounts payable.

 

 

As the Company has no significant interest-bearing
assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2018 AND
2017

(Currency expressed in United States Dollars (“US$”),
except for number of shares

 

The Company’s interest-rate risk
arises from borrowings under finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable
rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates.
As of March 31, 2018 and 2017, 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.

 

 

17.       COMMITMENTS
AND CONTINGENCIES

 

(a) Operating lease commitments

 

During the years ended March 31, 2018 and
2017, the Company leased its properties under operating leases. The leases typically commence for a period ranging for 1 to 3 years.
None of the leases includes contingent rentals.

 

As of March 31, 2018 and 2017, the Company
has future rental payables under non-cancellable operating leases of $42,723 and $53,229 in the next twelve months.

 

 

As of March 31, 2018 and 2017, the Company
has no material capital commitments in the next twelve months.

 

 

18.       SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent
Events
”, which establishes general standards of accounting for and disclosure of events that occur after the balance
sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred
after March 31, 2018, up through the date the Company issued the audited consolidated financial statements.

 

On August 8, 2018, the Company and its
stockholder and Noble Vici Group, Inc. (“NVGI”) entered into the share exchange agreement (“Share Exchange Agreement”),
which was closed on August 8, 2018. Pursuant to the terms of the Share Exchange Agreement, NVGI exchanged 140,000,000 shares of
its common stock for all of the outstanding capital stock of the Company. As a result, the Company became a wholly owned subsidiary
of NVGI.

 

 

 

 

 

 

 

 

 

 

NOBLE VICI GROUP, INC.

 

Unaudited Pro forma Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

NOBLE VICI GROUP, INC.

PRO FORMA CONDENSED COMBINED BALANCE
SHEET

AS OF MARCH 31, 2018

(Unaudited)

 

    Historical     Historical                  
    NVGI     Noble Vici     Pro Forma
Adjustments
    Note   ProForma
Condensed
Combined
 
                             
ASSETS                                    
Current assets:                                    
Cash and cash equivalents   $     $ 1,536,980                 $ 1,536,980  
Purchase deposits           1,463,151                   1,463,151  
Amount due from a third party           228,875                   228,875  
Deposits, prepayment and other receivables           320,879                   320,879  
                                     
Total current assets           3,549,885                   3,549,885  
                                     
Non-current assets:                                    
Plant and equipment           250,736                   250,736  
Intangible assets           696,479                   696,479  
                                     
Total non-current assets           947,215                   947,215  
                                     
TOTAL ASSETS   $       4,497,100                 $ 4,497,100  
                                     
LIABILITIES AND STOCKHOLDER’S DEFICIT                                    
Current liabilities:                                    
Accounts payable and accrued liabilities   $ 22,448     $ 779,397                 $ 801,845  
Commission liabilities           428,158                   428,158  
Deferred revenue           3,962,773                   3,962,773  
Amounts due to related parties     280,317       69,069                   349,386  
Tax payable           335,546                   335,546  
Current portion of obligation under finance lease           84,345                   84,345  
                                     
Total current liabilities     302,765       5,659,288                   5,962,053  
                                     
Non-current liabilities:                                    
Obligation under finance lease           1,466                   1,466  
                                     
Total non-current liabilities           1,466                   1,466  
                                     
Total liabilities           5,660,754                   5,963,519  
                                     
Stockholder’s deficit:                                    
Issued capital, par value     266       152,727       (138,727 )   (b), (c)     14,266  
Stock subscription receivable           (152,726 )     152,726     (a), (c)      
Additional paid-in capital     266,047             (266,047 )   (a), (b)      
Accumulated other comprehensive loss           (46,440 )                 (46,440 )
Accumulated deficit     (569,078 )     (1,117,215 )     252,048     (a)     (1,434,245 )
                                     
Total stockholder’s deficit     (302,765 )     (1,163,654 )                 (1,466,419 )
TOTAL
LIABILITIES AND
STOCKHOLDER’S DEFICIT
  $     $ 4,497,100                 $ 4,497,100  

 

 

 

 

 

 

 

NOBLE VICI GROUP, INC.

PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATION

FOR THE YEAR ENDED MARCH 31, 2018

(Unaudited)

 

  Historical     Historical              
  NVGI     Noble Vici     Pro forma
Adjustment
    Pro Forma
Condensed
Combined
 
Revenues, net   $     $ 3,623,980           $ 3,623,980  
                               
Cost of revenue           (832,390 )           (832,390 )
                               
Gross profit           2,791,590             2,791,590  
                               
Operating expenses:                              
Sales and marketing expenses           1,118,310             1,118,310  
General and administrative expenses     23,116       1,433,134             1,456,250  
                               
Total operating expenses     23,116       2,551,444             2,574,560  
                               
(Loss) income from operation     (23,116 )     240,146             217,030  
                               
Other income (expenses)                              
Interest expense           (1,547 )           (1,547 )
Government subsidy income           25,086             25,086  
Other income           16,041             16,041  
                               
Total other income           39,580             39,580  
                               
(LOSS) INCOME BEFORE INCOME TAXES     (23,116 )     279,726             256,610  
                               
Income tax expense           (33,094 )           (33,094 )
                               
NET (LOSS) INCOME   $ (23,116 )   $ 246,632             223,516  
                               
Net (loss) income per share *   $ (0.008 )                 $ 0.002  
                               
Weighted average shares outstanding     2,663,135                   142,663,135  

 

 

* Less than $0.001 per share

 

 

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO UNAUDITED PROFORMA FINANCIAL
INFOMRATION

(Currency expressed in United States
Dollars (“US$”), except for number of shares)

 

 

NOTE 1 – BACKGROUND OF ORGANISATION

 

On August 8, 2018, Noble Vici Group, Inc.
or the Company or NVGI, and Noble Vici Pte Limited or NVPL, consummated a Share Exchange Agreement (the “Share Exchange
Agreement”). In connection with the Share Exchange Transaction, the Company issued 140,000,000 shares of its Common Stock
in acquiring 100% in the equity shares of NVPL. Upon completion of the Share Exchange Transaction, the prior shareholders of NVPL
then owned approximately 99% of the Common Stock of NVGI. This capital transaction is considered as related party transaction,
whereas the major shareholder of NVGI fully controls the equity interest of NVPL.

 

 

NOTE 2 – BASIS OF PRESENTATION

 

Because NVGI is a shell company, NVPL will
comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined
entity, NVPL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization
of NVGI. Accordingly, the consolidated assets, liabilities and results of operations of NVGI will become the historical financial
statements of NVPL, and NVGI’s assets, liabilities and results of operations will be consolidated with NVPL beginning on
the acquisition date. These pro forma financial statements are presented as a continuation of NVPL.

 

The pro forma balance sheet as of March
31, 2018 is based on the historical financial statements of NVGI after giving effect to NVPL’s acquisition of NVGI as a reverse
merger using the acquisition method of accounting and applying the assumptions and adjustments described in the notes to the pro
forma financial statements as if such acquisition had occurred as of March 31, 2018 for the balance sheet for pro forma financial
statements purposes.

 

The pro forma financial statements have
been prepared by management for illustrative purposes only and are not necessarily indicative of the financial position or results
of operations in future periods. The pro forma adjustments are based on the preliminary information available at the time of the
preparation of this document and assumptions that management believes are reasonable. The pro forma financial statements, including
the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with NVPL’s historical
financial statements included elsewhere in this Amendment to the Current Statement on Form 8-K, as Exhibits filed with SEC herewith.

 

The pro forma financial statements do not
purport to represent what the results of operations or financial position of the combined entity would actually have been if the
merger had in fact occurred on March 31, 2018, nor do they purport to project the results of operations or financial position of
the combined entity for any future period or as of any date.

 

These pro forma financial statements do
not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from
the merger between NVPL and NVGI since such amounts, if any, are not presently determinable.

 

 

NOTE 3 – PRO FORMA ADJUSTMENTS

 

The pro forma financial statements have
been prepared as if the acquisition was completed on March 31, 2018 for combined balance sheet purpose and reflects the following
pro forma adjustment(s):

 

(a) To eliminate the accumulated deficits of NVGI incurred before the merger transaction to reflect
the recapitalization of NVGI

 

Dr.   Additional paid-in capital  52,047
Dr.   Stock subscription receivable    1
Cr.   Accumulated deficits  252,048

 

 

 

 

NOBLE VICI PTE LIMITED

NOTES TO UNAUDITED PROFORMA FINANCIAL
INFOMRATION

(Currency expressed in United States
Dollars (“US$”), except for number of shares)

 

 

(b) To reflect the issuance of 140,000,000 shares of common stock of NVGI for the acquisition of 100%
of NVPL outstanding capital stock

 

Dr. Additional paid-in capital 14,000
Cr. Common stock 14,000

 

 

(c) To eliminate the paid-in capital of NVPL

 

Dr.   Common stock   152,727
Cr.   Stock subscription receivable   152,727

 

 

NOTE 4 – PRO FORMA EARNINGS PER
SHARE

 

The pro forma earnings per share, giving
effect to the merger transaction have been computed as follows:

 

Net income   $ 223,516  
Net income per share – Basic and diluted   $ 0.002  
Weighted average number of shares deemed issued and outstanding     142,663,135  

 

 

 

 

 

 

 

Item 3.02. Unregistered Sale of Equity Securities

 

The disclosure provided
under Item 2.01 above is hereby incorporated by reference.

 

Item 5.06. Change in Shell Company Status

 

The disclosures set
forth under Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference. As described above under Item
2.01, on August 8, 2018, the Company completed the acquisition of NVPL. As a result of the acquisition, the Company is no longer
a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

 

Item 9.01. Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired

 

The audited financial
statements and selected financial information relating to Noble Vici Private Limited, a Singapore corporation, for the years ended
March 31, 2018, and 2017, are included in the sections entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operation” and “Financial Statements and Supplementary Data” beginning on pages 18
and F-1, respectively, and are herein incorporated by reference.

 

(b) Pro Forma Financial Information

 

The pro forma financial
statements relating to Noble Vici Private Limited are included in the section entitled “Financial Statements and Supplementary
Data” beginning on page F-22, and are herein incorporated by reference.

 

The pro forma balance
sheet as of March 31, 2018 is based on the historical financial statements of NVPL after giving effect to NVGI’s NVPL and
applying the assumptions and adjustments described in the notes to the pro forma financial statements as if such acquisition had
occurred as of March 31, 2018 for the balance sheet for pro forma financial statements purposes.

 

The pro forma financial
statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the financial
position or results of operations in future periods or the results that actually would have been realized had Noble Vici Private
Limited and NVGI been a combined entity during the specified period(s). The pro forma adjustments are based on the preliminary
information available at the time of the preparation of this document and assumptions that management believes are reasonable.
The pro forma financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be
read in conjunction with Noble Vici Private Limited’s historical financial statements included elsewhere in this Current
Statement on Form 8-K for the fiscal years ended March 31, 2018 and 2017, as Exhibits filed with SEC herewith.

 

The pro forma financial
statements do not purport to represent what the results of operations or financial position of the combined entity would actually
have been if the merger had in fact occurred on March 31, 2018, nor do they purport to project the results of operations or financial
position of the combined entity for any future period or as of any date.

 

(c) Shell Company Transaction

 

See Items 9.01(a) and (b) of this
Current Report on Form 8-K, which are incorporated herein by reference.

 

 

 

 

(d) Exhibits

 

Exhibit  
Number Description of Exhibit   
3.1 Amended and Restated Certificate of Incorporation.(1)
3.3 Amended and Restated Bylaws.(1)
10.1 Share Exchange Agreement dated August 8, 2018, by and between Noble Vici Group, Inc., and Noble Vici Private Limited.*
10.2 Share Sale Agreement, dated January 29, 2018, by and between Eldee Wai Chong Tang and Kao Wei Chen*
10.3 Lease Agreement, dated May 2, 2018, by and between Neo & Partners Global and Noble Vici Private Limited*
10.4 Memorandum of Understanding, dated August 1, 2017, by and between Infinite Lifestyle (Singapore) Private Limited and Venvici Private Limited*
10.5 Addendum to the MOU Dated 1s August 2017, by and between Infinite Lifestyle (Singapore) Private Limited and Venvici Private Limited*
10.6 Employment Letter, dated March 29, 2018, by and between Noble Vici Private Limited and Eldee Tang Wai Chong*
10.7 Employment Agreement, dated March 29, 2018, by and between Noble Vici Private Limited and Yip Sin Chi*
10.8 Employment Agreement, dated March 29, 2018, by and between Noble Vici Private Limited and Lim Yee Chuan*
14 Code of Business Conduct and Ethics (2)
21 List of Subsidiaries

 

Notes:
(1) Incorporated by reference from our Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on May 7, 2018.
(2) Incorporated by reference from Exhibit 14 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2018.

 

*Filed Herewith.

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NOBLE VICI GROUP, INC.
Dated: August 8, 2018    
     
  By: /s/ Eldee Tang
    Eldee Tang
    Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

SHARE EXCHANGE AGREEMENT

 

This SHARE EXCHANGE AGREEMENT (hereinafter
referred to as “this Agreement”) dated as of August 8, 2018, by and among Noble Vici Group, Inc., a Delaware corporation
(“NVGI” or the “Company”), Noble Vici Private Limited, a Singapore corporation (“NVPL”) and
each of the undersigned parties (each, an “Investor,” and collectively, the “Investors”).

 

W I T N E S S E T H:

 

WHEREAS, NVPL, a Singapore corporation,
is in the IoT, Big Data, Blockchain and E-commerce business;

 

WHEREAS, NVGI desires to acquire, and
the Investors desire to sell, up to One Hundred Percent (100%) of NVPL, or up to One Million and One (1,000,001) shares of the
issued and outstanding ordinary shares of NVPL (“NVPL Ordinary Stock”), from the Investors in consideration of up
to One Hundred and Forty Million (140,000,000) shares of NVGI’s common stock, par value $0.0001 (“Common Stock”),
at a value of $1.70 per share of Common Stock (the “Exchange”), on the terms and conditions set forth below;

 

WHEREAS, the parties herein desire the
Exchange to be a tax-free exchange under the Internal Revenue Code.

 

NOW, THEREFORE, in consideration of the
premises and of the mutual representations, warranties and agreements set forth herein, the parties hereto agree as follows:

 

ARTICLE I

Definitions

 

In addition to terms
defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings indicated below:

 

Affiliate” shall mean
with respect to a specified Person, any other Person which, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with such Person, and without limiting the generality of the foregoing, includes,
with respect to a Person (a) any other Person which beneficially owns or holds ten percent (10%) or more of any class of voting
securities or other securities convertible into voting securities of such Person or beneficially owns or holds ten percent (10%)
or more of any other equity interests in such Person, (b) any other Person with respect to which such Person beneficially owns
or holds ten percent (10%) or more of any class of voting securities or other securities convertible into voting securities of
such Person, or owns or holds ten percent (10%) or more of the equity interests of the other Person, and (c) any director or senior
officer of such Person. For purposes of this definition, the term “control” (including, with correlative meanings,
the terms “controlled by” and “under common control with”), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.

 

Agreement” shall mean
this Share Exchange Agreement together with all exhibits and schedules referred to herein, which exhibits and schedules are incorporated
herein and made a part hereof.

 

Closing” shall have
the meaning set forth in Section 2.2.

 

Closing Date” shall
mean the date that the Closing takes place.

 

Code” shall mean the
Internal Revenue Code of 1986, as amended.

 

Commission or SEC
shall mean the United States Securities and Exchange Commission.

 

Commission Reports
shall mean the Forms 10-K, 10-Q, 8-K, and other Commission filings required by the Securities Exchange Act of 1934, as amended,
and Securities Act of 1933, as amended, which have been filed by the Company with the Commission as at the date of this Agreement.

 

 

 

 

Company” shall have
the meaning set forth in the recitals.

 

Company Common Stock
shall mean the common stock of the Company at par value of USD0.0001 per share.

 

Company Loss” shall have the meaning set
forth in Section 5.5.

 

Confidential Information
means any information concerning the businesses and affairs of NVPL or the Company that is not already generally available to the
public.

 

Consideration” shall
mean the consideration of One Hundred and Forty Million (140,000,000) shares of the Company’s Common Stock, par value $0.0001
to be issued by the Company to the Investors for the acquisition by the Company of One Million and One (1,000,001) shares of the
NVPL Ordinary Stock (representing approximately 100% of the total issued and outstanding shares of the NVPL Ordinary Stock).

 

Effective Time” shall have the meaning set
forth in Section 2.3.

 

Environmental Laws” shall have the meaning
set forth in Section 3.18.

 

Exchange” shall have the meaning set forth
in the recitals.

 

Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.

 

Exchange Documents” shall have the meaning
set forth in Section 3.2.

 

Financial Statements
shall mean NVPL’s balance sheets, statement of operations, changes in stockholders’ equity and cash flow as of and
for the fiscal years ended March 31, 2018 and 2017. Financial statements for the years ended March 31, 2018 and 2017, shall be
audited, in accordance with US GAAP by a PCAOB registered auditor acceptable to NVPL in its discretion.

 

GAAP” shall mean United States generally
accepted accounting principles.

 

Guaranty” shall mean,
as to any Person, all liabilities or obligations of such Person, with respect to any indebtedness or other obligations of any other
Person, which have been guaranteed, directly or indirectly, in any manner by such Person, through an agreement, contingent or otherwise,
to purchase such indebtedness or obligation, or to purchase or sell property or services, primarily for the purpose of enabling
the debtor to make payment of such indebtedness or obligation or to guarantee the payment to the owner of such indebtedness or
obligation against loss, or to supply funds to or in any manner invest in the debtor.

 

Investor Representative
shall have the meaning set forth in Section 2.7.

 

Investors” shall have
the meaning set forth in the recitals.

 

Investments” shall
mean, with respect to any Person, all advances, loans or extensions of credit to any other Person (except for extensions of credit
to customers in the ordinary course of business), all purchases or commitments to purchase any stock, bonds, notes, debentures
or other securities of any other Person, and any other investment in any other Person, including partnerships or joint ventures
(whether by capital contribution or otherwise) or other similar arrangement (whether written or oral) with any Person, including,
but not limited to, arrangements in which (i) the first Person shares profits and losses of the other Person, (ii) any such other
Person has the right to obligate or bind the first Person to any third party, or (iii) the first Person may be wholly or partially
liable for the debts or obligations of such partnership, joint venture or other entity.

 

 

 

 

Knowledge” shall mean,
in the case of any Person who is an individual, knowledge that a reasonable individual under similar circumstances would have after
such reasonable investigation and inquiry as such reasonable individual would under such similar circumstances make, and in the
case of a Person other than an individual, the knowledge that a senior officer, director or manager of such Person, or any other
Person having responsibility for the particular subject matter at issue of such Person, would have after such reasonable investigation
and inquiry as such senior officer, director, manager or responsible Person would under such similar circumstances make.

 

Law” and “Laws
shall mean any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order or other requirement or
rule of law.

 

Liabilities” shall
mean any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed,
choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, including, without
limitation, liabilities on account of taxes, other governmental charges or Litigation, whether or not of a kind required by GAAP
or International Financial Reporting Standards, as applicable, to be set forth on a financial statement.

 

Litigation” shall mean any actions, suits,
investigations, claims or proceedings.

 

Material Adverse Effect
shall mean any event or condition of any character which has had or could reasonably be expected to have a material adverse effect
on the condition (financial or otherwise), results of operations, assets, liabilities, properties, or business of the Company or
NVPL, as applicable.

 

Person” shall mean
any natural person, corporation, unincorporated organization, partnership, association, limited liability company, joint stock
company, joint venture, trust or government, or any agency or political subdivision of any government or any other entity.

 

NVPL” shall mean Noble Vici Private Limited
(Company No.: 201808228E), a Singapore company incorporated under the laws of Singapore having its registered office at 1
Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616
, Singapore.

 

NVPL Certificates
shall have the meaning set forth in Section 2.4.

 

NVPL Ordinary Stock
shall mean the ordinary stock of NVPL.

 

Securities Act” shall mean the Securities
Act of 1933, as amended.

 

Sold NVPL Stock” shall
have the meaning set forth in Section 2.4.

 

Subsidiary” of any
Person shall mean any Person, whether or not capitalized, in which such Person owns, directly or indirectly, an equity interest
of more than fifty percent (50%), or which may effectively be controlled, directly or indirectly, by such Person.

 

Tax” and “Taxes
shall mean (i) all income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer,
payroll, withholding, severance, occupation, social security, unemployment compensation, alternative minimum, value added, intangibles
or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by
withholding), together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any governmental
or regulatory authority with respect thereto, (ii) any liability for the payment of any amounts of the type described in (i) as
a result of being a member of a consolidated, combined, unitary or aggregate group for any Taxable period, and (iii) any liability
for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee or successor to any person
or as a result of any express or implied obligation to indemnify any other Person.

 

Tax Returns” shall
mean returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection
of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

 

 

 

 

Termination
Date
” shall have the meaning set forth in Section 6.6.

 

The words “hereof”, “herein”
and “hereunder” and the words of similar import shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice
versa.

 

ARTICLE II

Transactions; Terms of Share Exchange;
Manner of Exchange

 

2.1       Exchange
of Shares
. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below):

 

(a)            
At the direction of the Investor Representative, the Company shall issue to the Investors up to an aggregate of 140,000,000
shares of Company Common Stock in accordance with Section 2.4 hereof;

 

 

(b)            
Each Investor shall deliver to the Company the original NVPL Certificates evidencing the Sold NVPL Stock and all appropriately
executed transfer documents in favor of the Company, in order to effectively transfer to the Company the right, title and interest
in and to the Sold NVPL Stock;

 

 

(c)            
the Exchange shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the Boards
of Directors of the Company; and

 

(d)            
the Securities issued by the Company in connection with this Share Exchange Agreement are issued pursuant to the exemption
from registration contained in Regulation S of the Securities Act of 1933.

 

2.2       Time
and Place of Closing
. The closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00
A.M. on the date following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions
contemplated hereby as set forth in Article VI (other than conditions with respect to actions the respective parties will take
at the Closing itself) (the “Closing Date”). The Closing shall be held at the principal office of the Company, or at
such other location or time as may be mutually agreed upon by the parties. The parties agree to take all necessary and prompt actions
so as to complete the Closing on or before July 20, 2018, or at such other date as may be agreed to by the parties in writing.

 

2.3       Effective
Time
. The Exchange and other transactions contemplated by this Agreement shall become effective on the Closing Date (the “Effective
Time”).

 

2.4 Exchange
of Shares
. At the Closing, the Investors shall surrender all the share certificates or records which represent in the aggregate
of One Million and One (1,000,001) shares of the NVPL Ordinary Stock (representing up to 100% of the total issued and outstanding
shares of NVPL Ordinary Stock) (collectively, the “Sold NVPL Stock”) immediately prior to the Closing Date (the “NVPL
Certificates”), and the respective Investors shall at the Effective Time receive in exchange therefor that number of shares
of the Company Common Stock at an exchange ratio of One NVPL Ordinary Stock for One Hundred and Forty shares of the Company Common
Stock.

 

2.5       Legend
On Securities
. Each certificate for the shares of the Company Common Stock to be issued to any of the Investors as part of
the Consideration shall bear substantially the following legend:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR THE SECURITY
LAWS OF ANY STATE OF THE UNITED STATES. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS,
OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM STATE SECURITIES LAWS. HEDGING TRANSACTION INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT”.

 

 

 

 

2.6       Investor
Representative
. The Investors hereby designate Eldee Tang Wai Chong to serve as the investor representative (the “Investor
Representative”). The Investors agree that: (i) the instructions of the Investor Representative to the Company and the acts
or omissions of the Investor Representative shall be conclusively deemed to be the instructions, acts or omissions of all of the
Investors, and that the Company shall be entitled to rely on such instructions, acts or omissions as if such instructions, actions
or omissions were received from or performed or omitted to be performed by all of the Investors; and (ii) all notice and items
delivered to the Investor Representative shall be conclusively deemed delivered to all of the Investors.

 

ARTICLE III

Representations and Warranties of the Company

 

In order to induce
the Investors to enter into this Agreement and to consummate the transactions contemplated hereby, the Company makes the representations
and warranties set forth below to NVPL and the Investors.

 

3.1       Organization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The
Company has all requisite corporate power and authority to carry on its business as presently conducted. The Company is duly qualified
to transact business and is in good standing as a foreign corporation in all jurisdictions where the ownership or leasing of its
properties or the conduct of its business requires such qualification except where the failure to so qualify would not have a Material
Adverse Effect on the Company.

 

3.2       Authorization;
Enforceability
. The execution, delivery and performance of this Agreement by the Company and all other agreements to be executed,
delivered and performed by the Company pursuant to this Agreement (collectively, the “Exchange Documents”) and the
consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate
or individual action on the part of the Company. This Agreement and the Exchange Documents have been duly executed and delivered
by the Company, and constitute the legal, valid and binding obligation of the Company, assuming the due authorization, execution
and delivery of this Agreement by the Investors, enforceable in accordance with their respective terms, except to the extent that
their enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of
creditors’ rights generally and by general principles of equity.

 

3.3       No
Violation or Conflict
. To the Knowledge of the Company, the execution, delivery and performance of this Agreement and the Exchange
Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby: (a) do not violate
or conflict with any provision of law or regulation (whether federal, state or local) of the United States of America, or any writ,
order or decree of any court or governmental or regulatory authority, or any provision of the Company’s Articles of Incorporation
or Bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or
constitute a default (or an event that with notice or lapse of time or both would become a default), cause the acceleration of
performance, give to others any right of termination, amendment, acceleration or cancellation of or require any consent under,
or result in the creation of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any instrument
or agreement to which the Company is a party or by which the Company or its properties may be bound or affected, other than instruments
or agreements as to which consent shall have been obtained at or prior to the Closing.

 

3.4       Consents
of Governmental Authorities and Others
. To the Knowledge of the Company, other than in connection with the provisions of the
Exchange Act, and the Securities Act, no consent, approval, order or authorization of, or registration, declaration, qualification
or filing with any federal, state or local governmental or regulatory authority, or any other Person, is required to be made by
the Company in connection with the execution, delivery or performance of this Agreement by the Company or the consummation by the
Company of the transactions contemplated hereby, excluding the execution, delivery and performance of this Agreement by the Investors.

 

 

 

 

3.5       Conduct
of Business
. Since March 31, 2017, the Company has conducted its business in the ordinary and usual course consistent with
past practices and there has not occurred any Material Adverse Effect on the Company. Except as disclosed in the Commission Reports,
the Company has not (a) amended its Articles of Incorporation or Bylaws; (b) issued, sold or authorized for issuance or sale, shares
of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options,
warrants, rights or convertible securities or entered into any agreements or commitments of any character obligating it to issue
or sell any such securities; (c) redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock
or any option, warrant or other right to purchase or acquire any such capital stock; (d) suffered any damage, destruction or loss,
whether or not covered by insurance, which has had or could reasonably be expected to have a Material Adverse Effect; granted or
made any mortgage or pledge or subjected itself or any of its properties or assets to any lien, charge or encumbrance of any kind;
(f) made or committed to make any capital expenditures in excess of USD100,000; (g) become subject to any guaranty; (h) granted
any increase in the compensation payable or to become payable to directors, officers or employees (including, without limitation,
any such increase pursuant to any severance package, bonus, pension, profit-sharing or other plan or commitment); (i) entered into
any agreement which would be a material agreement, or amended or terminated any existing material agreement; (j) to the Knowledge
of the Company, been named as a party in any Litigation, or become the focus of any investigation by any government or regulatory
agency or authority; (k) declared or paid any dividend or other distribution with respect to its capital stock; or (l) to the Knowledge
of the Company, experienced any other event or condition of any character which has had, or could reasonably be expected to have,
a Material Adverse Effect on the Company.

 

3.6       Litigation.
There is no Litigation pending or, to the Knowledge of the Company, threatened before any court or by or before any governmental
or regulatory authority or arbitrator, (a) affecting the Company (as plaintiff or defendant) or (b) against the Company relating
to the Company Common Stock or the transactions contemplated by this Agreement.

 

3.7       Brokers.
The Company has not employed any broker or finder, nor has it nor will it incur, directly or indirectly, any broker’s, finder’s,
investment banking or similar fees, commissions or expenses in connection with the transactions contemplated by this Agreement
or the Exchange Documents.

 

3.8       Compliance.
To the Knowledge of the Company, the Company is in compliance with all federal, state, local and foreign laws, ordinances, regulations,
judgments, rulings, orders and other requirements applicable to the Company and its assets and properties. To the Knowledge of
the Company, the Company is not subject to any judicial, governmental or administrative inquiry, investigation, order, judgment
or decree.

 

3.9       Charter,
Bylaws and Corporate Records
. The Commission Reports contain true, correct and complete copies of (a) the Articles of Incorporation
of the Company, as amended and in effect on the date hereof, (b) the Bylaws of the Company, as amended and in effect on the date
hereof.

 

3.10 Subsidiaries.
The Company has no Subsidiary.

 

3.11       Capitalization.
As of the date of this Agreement, the authorized capital stock of the Company consists of 3,000,000,000 shares of common stock,
USD $0.0001 par value per share, and 50,000,000 shares of preferred stock, par value $0.001, of which as of the date of this Agreement,
2,663,161 shares of the Company Common Stock and 0 shares of preferred stock are issued and outstanding. All shares of outstanding
Company Common Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable.

 

3.12       Rights,
Warrants, Options
. Except as set forth in the Commission Reports, there are no outstanding (a) securities or instruments convertible
into or exercisable for any of the capital stock or other equity interests of the Company; (b) options, warrants, subscriptions,
puts, calls, or other rights to acquire capital stock or other equity interests of the Company; or (c) commitments, agreements
or understandings of any kind, including employee benefit arrangements, relating to the issuance or repurchase by the Company of
any capital stock or other equity interests of the Company, or any instruments convertible or exercisable for any such securities
or any options, warrants or rights to acquire such securities.

 

3.13       Commission
Filings and Financial Statements
. To the Company’s Knowledge, all of the Commission Reports required to be filed by the
Company have been filed with the Commission for the periods indicated in the definition of Commission Reports, and as of the date
filed, each of the Commission Reports were true, accurate and complete in all material respects and did not omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements included
in the Commission Reports of the Company: (a) have been prepared in accordance with the books of account and records of the Company;
(b) fairly present, and are true, correct and complete statements in all material respects of the Company’s financial condition
and the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in
accordance with GAAP consistently applied with prior periods.

 

 

 

 

3.14       Absence
of Undisclosed Liabilities
. Other than as disclosed by the Commission Reports and the financial statements of the Company included
in the Commission Reports, the Company does not have any Liabilities. The Company has no Knowledge of any circumstances, conditions,
events or arrangements which may hereafter give rise to any Liabilities of the Company.

 

3.15       Real
Property
. The Company does not own any fee simple interest in real property. The Company does not lease, sublease, or have
any other contractual interest in any real property.

 

3.16       Benefit
Plans and Agreements
. Except as disclosed in the Commission Reports, the Company is not a party to any Benefit Plan (as defined
in Section 4.17) or employment agreement under which the Company currently has an obligation to provide benefits to any current
or former employee, officer, director, consultant or advisor of the Company.

 

3.17       Material
Agreements
. Except as disclosed in the Commission Reports, the Company has no other material written and oral contracts or
agreements including without limitation any: (i) contract resulting in a commitment or potential commitment for expenditure or
other obligation or potential obligation, or which provides for the receipt or potential receipt, involving in excess of One Hundred
Thousand Dollars (USD100,000.00) in any instance, or series of related contracts that in the aggregate give rise to rights or obligations
exceeding such amount; (ii) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for
the borrowing or lending of money or encumbrance of assets involving more than One Hundred Thousand Dollars (USD100,000.00) in
each instance; (iii) agreement which restricts the Company from engaging in any line of business or from competing with any other
Person; or (iv) any other contract, agreement, instrument, arrangement or commitment that is material to the condition (financial
or otherwise), results of operation, assets, properties, liabilities, or business of the Company (collectively, and together with
the employment agreements, Employee Benefit Plans and all other agreements required to be disclosed on any schedule to this Agreement,
the “Material Company Agreements”).

 

3.18       Disclosure.
No representation or warranty of the Company contained in this Agreement, and no statement, report, or certificate furnished by
or on behalf of the Company to Investor pursuant hereto or in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein
or therein not misleading or omits to state a material fact necessary in order to provide Investor with full and proper information
as to the business, financial condition, assets, liabilities, and results of operation of the Company and the value of the properties
or the ownership of the Company.

 

ARTICLE IV
Representations and Warranties of the Investors

 

In order to induce
the Company to enter into this Agreement and to consummate the transactions contemplated hereby, NVPL and each Investor hereby
severally and not jointly makes the representations and warranties set forth below to the Company. The parties agree that except
for the representations and warranties set forth in Sections 4.2, 4.6, 4.9 and 4.20, each representation made by the Investors
in this Article IV is made to the best Knowledge of such Investor.

 

4.1       Organization.
NVPL is a Singapore company duly organized, validly existing and in good standing under the laws of Singapore. NVPL has all requisite
corporate power and authority to carry on its business as presently conducted. NVPL is duly qualified to transact business in Singapore
and is in good standing as a foreign corporation in all jurisdictions where the ownership or leasing of its properties or the conduct
of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect on
NVPL.

 

4.2       Authorization;
Enforceability
. NVPL and each Investor have the capacity to execute, deliver and perform this Agreement. This Agreement and
all other documents executed and delivered by NVPL and Investor pursuant to this Agreement have been duly executed and delivered
and constitute the legal, valid and binding obligations of NVPL and Investor, as applicable, assuming the due authorization, execution
and delivery of this Agreement by the Company, enforceable in accordance with their respective terms, except to the extent that
their enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of
creditors’ rights generally and by general principals of equity.

 

 

 

 

4.3       No
Violation or Conflict
. The execution, delivery and performance of this Agreement and the other documents contemplated hereby
by NVPL and Investor, and the consummation by Investor of the transactions contemplated hereby: (a) do not violate or conflict
with any provision of law or regulation of Singapore, or any writ, order or decree of any court or governmental or regulatory authority,
or any provision of NVPL’s memorandum and articles of association; and (b) do not and will not, with or without the passage
of time or the giving of notice, result in the breach of, or constitute a default (or an event that with notice or lapse of time
or both would become a default), cause the acceleration of performance, give to others any right of termination, amendment, acceleration
or cancellation of or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property
or assets of NVPL pursuant to any instrument or agreement to which NVPL is a party or by which NVPL or its properties may be bound
or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing.

 

4.4        Consents
of Governmental Authorities and Others
. No consent, approval or authorization of, or registration, qualification or filing
with governmental or regulatory authority, or any other Person, is required to be made by NVPL or Investor in connection with the
execution, delivery or performance of this Agreement by NVPL or Investor, as applicable, or the consummation by NVPL or Investor
of the transactions contemplated hereby, excluding the execution, delivery and performance of this Agreement by the Company.

 

4.5        Litigation.
There is no Litigation pending or threatened before any court or by or before any governmental or regulatory authority or arbitrator
(a) affecting NVPL (as plaintiff or defendant) or (b) against NVPL relating to NVPL Ordinary Stock or the transactions contemplated
by this Agreement.

 

4.6       Brokers.
None of NVPL nor Investor has employed any broker or finder, and has not incurred and will not incur, directly or indirectly, any
broker’s, finder’s, investment banking or similar fees, commissions or expenses in connection with the transactions
contemplated by this Agreement or the Exchange Documents.

 

4.7       Compliance.
NVPL is in compliance with all ordinances, regulations, judgments, rulings, orders and other requirements imposed by the government
of the Singapore applicable to NVPL and its assets and properties, except where such noncompliance would not have a Material Adverse
Effect on NVPL. To the Knowledge of NVPL and Investor, it is not subject to any judicial, governmental or administrative inquiry,
investigation, order, judgment or decree.

 

4.8       Charter,
Bylaws and Corporate Records
. The Company has been provided with true, correct and complete copies of (a) the memorandum and
articles of association of NVPL, as amended and in effect on the date hereof and (b) the minute book of NVPL (containing all corporate
proceedings from the date of incorporation). Such minute book contains accurate records of all meetings and other corporate actions
of the board of directors, committees of the board of directors, incorporators and shareholders of NVPL from the date of its incorporation
to the date hereof which were memorialized in writing.

 

4.9       Capitalization.
As of the date of this Agreement, the authorized capital stock of NVPL is 1,000,001 consisting of One Million and One (1,000,001)
shares of NVPL Ordinary Stock at $0.20 per share. NVPL has issued and outstanding One Million and One (1,000,001) shares of NVPL
Ordinary Stock. The issued and outstanding shares of NVPL Ordinary Stock constitute one hundred percent (100%) of the issued and
outstanding capital stock of NVPL. All of the outstanding shares of NVPL Ordinary Stock have been duly authorized, are validly
issued and outstanding, and are fully paid and non-assessable. There are no dividends which have accrued or been declared but are
unpaid on the capital stock of NVPL.

 

4.10       Subsidiaries.
NVPL has two Subsidiaries, Noble Infotech Applications Private Limited and VenVici Private Limited. These Subsidiaries are wholly
owned by NVPL.

 

4.11       Rights,
Warrants, Options
. There are no outstanding: (a) securities or instruments convertible into or exercisable for any of the capital
stock or other equity interests of NVPL; (b) options, warrants, subscriptions or other rights to acquire capital stock or other
equity interests of NVPL; or (c) commitments, agreements or understandings of any kind, including employee benefit arrangements,
relating to the issuance or repurchase by NVPL of any capital stock or other equity interests of NVPL, or any instruments convertible
or exercisable for any such securities or any options, warrants or rights to acquire such securities.

 

 

 

 

4.12       Conduct
of Business
. Except as set forth below, since March 31, 2017, NVPL has conducted its business in the ordinary and usual course
consistent with past practices and there has not occurred any Material Adverse Effect in the condition (financial or otherwise),
results of operations, properties, assets, liabilities, or business of NVPL. Since March 31, 2017, NVPL has not (a) amended its
memorandum and articles of association; (b) issued, sold or authorized for issuance or sale, shares of any class of its securities
(including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible
securities or entered into any agreements or commitments of any character obligating it to issue or sell any such securities; (c)
redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or any option, warrant or other
right to purchase or acquire any such capital stock; (d) suffered any damage, destruction or loss, whether or not covered by insurance,
which has had or could reasonably be expected to have a Material Adverse Effect on any of its properties, assets, or business;
granted or made any mortgage or pledge or subjected itself or any of its properties or assets to any lien, charge or encumbrance
of any kind; (f) made or committed to make any capital expenditures in excess of USD100,000; (g) become subject to any guaranty;
(h) granted any increase in the compensation payable or to become payable to directors, officers or employees (including, without
limitation, any such increase pursuant to any severance package, bonus, pension, profit-sharing or other plan or commitment); (i)
entered into any agreement which would be a material agreement, or amended or terminated any existing material agreement; (j) been
named as a party in any Litigation, or become the focus of any investigation by any government or regulatory agency or authority;
(k) declared or paid any dividend or other distribution with respect to its capital stock; or (l) experienced any other event or
condition of any character which has had, or could reasonably be expected to have, a Material Adverse Effect on NVPL.

 

 

(a)            
all Taxes payable by NVPL (if any) have been fully and timely paid or are fully provided for;

 

(b)            
neither NVPL nor any Person on behalf of or with respect to NVPL has executed or filed any agreements or waivers extending
any statute of limitations on or extending the period for the assessment or collection of any Tax. No power of attorney on behalf
of NVPL with respect to any Tax matter is currently in force;

 

(c)            
NVPL is not a party to any Tax-sharing agreement or similar arrangement with any other party (whether or not written), and
NVPL has not assumed any Tax obligations of, or with respect to any transaction relating to, any other Person, or agreed to indemnify
any other Person with respect to any Tax;

 

(d)            
no Tax Return concerning or relating to NVPL or its operations has ever been audited by a government or taxing authority,
nor is any such audit in process or pending, and NVPL has not been notified of any request for such an audit or other examination.
To the Knowledge of Investor, no claim has been made by a taxing authority in a jurisdiction where Tax Returns concerning or relating
to NVPL or its operations have not been filed, that it is or may be subject to taxation by that jurisdiction;

 

(e)            
NVPL has never been included in any consolidated, combined, or unitary Tax Return; and

 

(f)             
NVPL has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, and
has duly and timely withheld from employee salaries, wages and other compensation, and has paid over to the appropriate taxing
authorities, all amounts required to be so withheld and paid over for all periods under all applicable laws.

 

4.14       Environmental
Matters
. (a) No real property used by NVPL presently or in the past has been used to manufacture, treat, store, or dispose
of any hazardous substance and such property is free of all such substances such that the condition of the property is in compliance
with applicable Environmental Laws; (b) NVPL is in compliance with all Environmental Laws applicable to NVPL or its business as
a result of any hazardous substance utilized by NVPL in its business or otherwise placed at any of the facilities owned, leased
or operated by NVPL, or in which NVPL has a contractual interest; (c) NVPL has not received any complaint, notice, order, or citation
of any actual, threatened or alleged noncompliance by NVPL with any Environmental Laws; and (d) there is no Litigation pending
or threatened against NVPL with respect to any violation or alleged violation of the Environmental Laws, and there is no reasonable
basis for the institution of any such Litigation.

 

 

 

 

4.15            
Financial Statements. The Financial Statements shall: (a) have been prepared in accordance with the books of account
and records of NVPL; (b) fairly present, and are true, correct and complete statements in all material respects of NVPL’s
financial condition and the results of its operations at the dates and for the periods specified in those statements; and (c)
have been prepared in accordance with International Financial Reporting Standards consistently applied with prior periods.

 

4.16       Absence
of Undisclosed Liabilities
. Other than as disclosed in the Financial Statements, NVPL does not have any Liabilities. None of
NVPL nor Investor has any Knowledge of any circumstances, conditions, events or arrangements which may hereafter give rise to any
Liabilities of NVPL.

 

4.17       Employment
Agreements; Employee Benefit Plans and Employee Payments
. NVPL is not a party to any bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability,
death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which
NVPL currently has an obligation to provide benefits to any current or former employee, officer, director, consultant or advisor
of NVPL (collectively, “Benefit Plans”).

 

4.18       Assets
& Liabilities
. NVPL has good, clear and marketable title to all the tangible properties and tangible assets reflected in
the Financial Statements as being owned by NVPL or acquired after the date thereof which are, individually or in the aggregate,
material to NVPL’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course
of business), free and clear of all material liens.

 

4.19       Disclosure.
No representation or warranty of NVPL or Investor contained in this Agreement, and no statement, report, or certificate furnished
by or on behalf of Investor to the Company pursuant hereto or in connection with the transactions contemplated hereby, contains
any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein
or therein not misleading or omits to state a material fact necessary in order to provide the Company with full and proper information
as to the business, financial condition, assets, liabilities, or results of operation of NVPL and the value of the properties or
the ownership of NVPL.

 

4.20       Further
Representations and Warranties
. The Investors (by their respective signatures) further hereby represent and warrant to the
Company that:

 

a.       They understand
that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this
Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY;

 

b.       They are
not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to,
or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts
or any other applicable state securities acts;

 

c.       They are
not a person in the United States of America and at the time the buy order was originated, were outside the United States of America
and are not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities
Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities
Act;

 

d.       They understand
the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities
would be suitable and consistent with their investment program and that their financial position enables him or her to bear the
risks of this investment;

 

e.       To the extent
that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement
shall be without preference as to assets;

f.       The
certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions
of Regulation S;

 

 

 

 

g.       They
have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that
the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further,
they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts
and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity
to question the appropriate executive officers or partners;

 

h.       They have satisfied the
suitability standards and securities laws imposed by the government of the respective country he or she resides;

 

i.       They have
adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired
in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period
of time);

 

j.       They have
sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable
of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined
in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission;

 

k.        The offer
and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance
with Regulation S;

 

l.       They are
not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S.
person;

 

m.       They hereby agree
not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act
and Regulation S promulgated thereunder; and

 

n.       They agree to resell such Securities
only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration.

 

 

ARTICLE V
Additional Agreements

 

5.1       Survival
of the Representations and Warranties
. The representations and warranties and covenants set forth in Article III and Article
IV of this Agreement shall survive the Closing until the expiration of twelve (12) months from the Closing Date. No claim for indemnity
with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or
intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

 

5.2       Investigation.
The representations, warranties, covenants and agreements set forth in this Agreement shall not be affected or diminished in any
way by any investigation (or failure to investigate) at any time by or on behalf of the party for whose benefit such representations,
warranties, covenants and agreements were made. All statements contained herein or in any schedule, certificate, exhibit, list
or other document required to be delivered pursuant hereto, shall be deemed to be representations and warranties for purposes
of this Agreement; provided, that any knowledge or materiality qualifications contained herein shall be applicable to such other
documents.

 

5.3       General
Confidentiality
. Each of the parties hereto will treat and hold as such all of the Confidential Information of the other party,
refrain from using any of the Confidential Information except in connection with this Agreement, and unless there is a closing
on the Exchange, deliver promptly to the owner of such Confidential Information or destroy, at the request and option of the owner
of the Confidential Information, all tangible embodiments (and all copies) of the Confidential Information which are in its possession.
In the event that any of the parties is requested or required (by oral question or request for information or documents in any
legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information,
that party will notify the affected party promptly of the request or requirement so that the affected party may seek an appropriate
protective order or waive compliance with the provisions of this Section 7.1. If, in the absence of a protective order or the receipt
of a waiver hereunder, any of the parties is, on the advice of counsel, compelled to disclose any Confidential Information to any
tribunal or else stand liable for contempt, that Party may disclose the Confidential Information to the tribunal; provided, however,
that the disclosing party shall use its commercially reasonable efforts to obtain, at the request of the affected party, an order
or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be
disclosed as the affected party shall designate. The foregoing provisions shall not apply to any Confidential Information which
is generally available to the public immediately prior to the time of disclosure.

 

 

 

 

5.4       Tax
Treatment
. Neither the Company nor Investors will knowingly take any action, written or otherwise, which would result in the
transactions contemplated by this Agreement not being accounted for as tax-free exchange under the Code.

 

5.5       General.
In case at any time after the Closing Date any further action is necessary to carry out the purposes of this Agreement, each of
the parties will take such further action (including the execution and delivery of such further instruments and documents) as
the other party reasonably may request, all at the sole cost and expense of the requesting party.

 

ARTICLE VI

Closing; Deliveries; Conditions
Precedent

 

6.1       Closing;
Effective Date
. All proceedings taken and all documents executed at the Closing shall be deemed to have been taken, delivered
and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have
been taken, delivered and executed.

 

6.2       Deliveries

 

(a) At Closing, the Company shall deliver the following documents to the Investor Representative:

 

(i)             
a certificate, dated the Closing Date, signed by the directors of the Company setting forth that: (i) authorizing resolutions
were adopted by all the directors of the Company approving the acquisition of the Sold NVPL Stock by the Company from the Investors
in consideration of 140,000,000 shares of the Company Common Stock in aggregate to the Investors and the Exchange under the terms
and conditions of this Agreement; and (ii) the Company’s transfer agent has been authorized to issue the shares of the Company
Common Stock to the Investors in accordance with Section 2.4 hereof (the aggregate of which represents the Consideration) and
the other documents contemplated hereby and the transactions contemplated hereby and thereby.

 

(ii)           
the certificate referred to in Section 6.3(d).

 

(b)            
At Closing, the Investor Representative and NVPL shall deliver the following documents to the Company:

 

(i)             
A power of attorney executed by the Investors appointing the Investor Representative as attorney-in-fact to negotiate and
execute this Agreement and any amendments thereto on behalf of the Investors;

 

(ii)           
the NVPL Certificates or Records representing all of the Sold NVPL Stock (i.e. 100% of the issued and outstanding shares
of NVPL Ordinary Stock);

 

(iii)         
a certificate from a director or the company secretary of NVPL, as of a recent date, as to the good standing of NVPL and
certifying its Memorandum and Articles of Association;

 

(iv)          
certificates, dated the Closing Date, signed by a director of NVPL setting forth that authorizing resolutions were adopted
by NVPL’s Board of Directors approving the transfer of all the Sold NVPL Stock to the Company, this Agreement and the other
documents contemplated hereby and the transactions contemplated hereby and thereby;

 

(v)            
the Financial Statements; and

 

(vi)          
the certificates referred to in Section 6.4(d).

 

 

 

 

6.3       Conditions
Precedent to the Obligations of NVPL and the Investors
. Each and every obligation to consummate the transactions described
in this Agreement and any and all liability of NVPL and the Investors to the Company shall be subject to the following conditions
precedent:

 

(a)            
Representations and Warranties True. Each of the representations and warranties of the Company contained herein or in any
certificate or other document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby shall
be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of
such date.

 

(b)            
Performance. The Company shall have performed and complied in all material respects with all of the agreements, covenants
and obligations required under this Agreement to be performed or complied with by them on or prior to the Closing Date.

 

(c)            
No Material Adverse Change. Except as expressly permitted or contemplated by this Agreement, no event or condition shall
have occurred which has adversely affected or may adversely affect in any respect the condition (financial or otherwise) of the
Company between the date of execution of this Agreement and the Closing Date.

 

(d)            
The Company’s Certificate. The Company shall have delivered to Investor a certificate dated the Closing Date and signed
by a director of the Company, certifying that the conditions specified in Sections 6.3(a), (b) and (c) above have been fulfilled.

 

(e)            
Consents. The Company shall have obtained all authorizations, consents, waivers and approvals as may be required to consummate
the transactions contemplated by this Agreement.

 

6.4       Conditions
Precedent to the Obligations of the Company
. Each and every obligation of the Company to consummate the transactions described
in this Agreement and any and all liability of the Company to NVPL and the Investors shall be subject to the fulfillment of the
following conditions precedent:

 

(a)            
Representations and Warranties True. Each of the representations and warranties of NVPL and the Investors contained herein
or in any certificate or other document delivered pursuant to this Agreement or in connection with the transactions contemplated
hereby shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made
on and as of such date.

 

(b)            
Performance. NVPL and the Investors shall have performed and complied in all material respects with all of the agreements,
covenants and obligations required under this Agreement to be performed or complied with by it on or prior to the Closing Date.

 

(c)            
No Material Adverse Change. Except as expressly permitted or contemplated by this Agreement, no event or condition shall
have occurred which has adversely affected or may adversely affect in any respect the condition (financial or otherwise) of NVPL
between the date of execution of this Agreement and the Closing Date.

 

(d)            
Investor’s Certificates. NVPL and the Investor Representative shall have delivered a certificate or Records addressed
to the Company, dated the Closing Date, certifying that the conditions specified in Sections 6.4(a), (b) and (c) above have been
fulfilled.

 

(e)            
Consents. NVPL and the Investors shall have obtained all authorizations, consents, waivers and approvals as may be required
to consummate the transactions contemplated by this Agreement, including but not limited to those with respect to any material
agreement of NVPL.

 

(f)             
Due Diligence Review. The Company shall have completed within thirty (30) days from the date of this Agreement of its due
diligence investigation of NVPL to its satisfaction.

 

(g)            
Financial Statements. NVPL shall have delivered to the Company the Financial Statements. The Financial Statements shall:
(a) have been prepared in accordance with the books of account and records of NVPL; (b) fairly present, and are true, correct and
complete statements in all material respects of NVPL’s financial condition and the results of its operations at the dates
and for the periods specified in those statements; and (c) have been prepared in accordance with US GAAP consistently applied with
prior periods.

 

 

 

 

6.5       Best
Effort
. Subject to the terms and conditions provided in this Agreement, each of the parties shall use their respective best
efforts in good faith to take or cause to be taken as promptly as practicable all reasonable actions that are within its power
to cause to be fulfilled those of the conditions precedent to its obligations or the obligations of the other parties to consummate
the transactions contemplated by this Agreement that are dependent upon its actions, including obtaining all necessary consents,
authorizations, orders, approvals and waivers.

 

6.6       Termination.
This Agreement and the transactions contemplated hereby may be terminated at any time prior to the occurrence of the Closing by
the mutual consent of the parties hereto; (b) by the Company, if the Closing has not occurred on or prior to April 1, 2018, or
such other date as may be agreed to by the parties hereto (such date of termination being referred to herein as the “Termination
Date”), provided the failure of the Closing to occur by such date is not the result of the failure of the party seeking
to terminate this Agreement to perform or fulfill any of its obligations hereunder; (c) by NVPL or any Investor solely with respect
to such Investor and NVPL Ordinary Stock held by such Investor at any time at or prior to Closing in such Investor’s sole
discretion if (i) any of the representations or warranties of the Company in this Agreement are not in all material respects true,
accurate and complete or if the Company breaches in any material respect any covenant contained in this Agreement, provided that
such misrepresentation or breach is not cured within fourteen (14) days after notice thereof, but in any event prior to the Termination
Date or (ii) any of the conditions precedent to the Company’s obligations to conduct the Closing have not been satisfied
by the date required thereof; or (d) by the Company at any time at or prior to Closing in its sole discretion if (i) any of the
representations or warranties of Investor in this Agreement are not in all material respects true, accurate and complete or if
Investor breaches in any material respect any covenant contained in this Agreement, provided that such misrepresentation or breach
is not cured within fourteen (14) days after notice thereof, but in any event prior to the Termination Date or (ii) any of the
conditions precedent to the obligation of NVPL and or the Investor to conduct the Closing have not been satisfied by the date
required thereof. If this Agreement is terminated pursuant to this Section 6.6, written notice thereof shall promptly be given
by the party electing such termination to the other party and, subject to the expiration of the cure periods provided in clauses
(c) and (d) above, if any, this Agreement shall terminate without further actions by the parties and no party shall have any further
obligations under this Agreement.

 

6.7       Shares
Issuance
. Within Thirty (30) days after the Closing, the Company shall take all necessary steps to issue and deliver to the
Investor Representative the share certificates evidencing the Company Common Stock issuable in the names of the respective Investors
for the respective number of shares to which such Investors are entitled pursuant to Section 2.4 hereof.

 

ARTICLE VII

Miscellaneous

 

7.1       Notices.
Any notice, demand, claim or other communication under this Agreement shall be in writing and delivered personally or sent by
certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at
the addresses as follows (or at such other addresses as shall be specified by the parties by like notice):

 

If to the Company: NOBLE VICI GROUP, INC.
  1 Raffles Place, #33-02
  One Raffles Place Tower One
  Singapore 048616
  Attn: Secretary
   
If to Investor: To the address set forth below such Investor’s
signature
   

 

Such notice shall be deemed delivered upon
receipt against acknowledgment thereof if delivered personally, on the third business day following mailing if sent by certified
mail, upon transmission against confirmation if sent by facsimile and on the next business day if sent by overnight courier.

 

7.2       Entire
Agreement; Incorporation
. This Agreement and the documents and instruments and other agreements among the parties hereto as
contemplated by or referred to herein contain every obligation and understanding between the parties relating to the subject matter
hereof and merges all prior discussions, negotiations, agreements and understandings, both written and oral, if any, between them,
and none of the parties shall be bound by any conditions, definitions, understandings, warranties or representations other than
as expressly provided or referred to herein. All schedules, exhibits and other documents and agreements executed and delivered
pursuant hereto are incorporated herein as if set forth in their entirety herein.

 

 

 

 

7.3       Binding
Effect
. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors,
heirs, personal representatives, legal representatives, and permitted assigns.

 

7.4       Assignment.
This Agreement may not be assigned by any party without the written prior consent of the other party. Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

 

7.5       Waiver
and Amendment
. Any representation, warranty, covenant, term or condition of this Agreement which may legally be waived, may
be waived, or the time of performance thereof extended, at any time by the party hereto entitled to the benefit thereof, and any
term, condition or covenant hereof (including, without limitation, the period during which any condition is to be satisfied or
any obligation performed) may be amended by the parties thereto at any time. Any such waiver, extension or amendment shall be evidenced
by an instrument in writing executed on behalf of the party against whom such waiver, extension or amendment is sought to be charged.
No waiver by any party hereto, whether express or implied, of its rights under any provision of this Agreement shall constitute
a waiver of such party’s rights under such provisions at any other time or a waiver of such party’s rights under any
other provision of this Agreement. No failure by any party thereof to take any action against any breach of this Agreement or default
by another party shall constitute a waiver of the former party’s right to enforce any provision of this Agreement or to take
action against such breach or default or any subsequent breach or default by such other party.

 

7.6       No
Third Party Beneficiary
. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon
or give any Person other than the parties hereto and their respective heirs, personal representatives, legal representatives, successors
and permitted assigns, any rights or remedies under or by reason of this Agreement, except as otherwise provided herein.

 

7.7       Severability.
In the event that any one or more of the provisions contained in this Agreement, or the application thereof, shall be declared
invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force
and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto. The parties further agree to replace such invalid, void or unenforceable provision with a valid
and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid,
void or unenforceable provision.

 

7.8       Expenses.
Except as otherwise provided herein, each party agrees to pay, without right of reimbursement from the other party, the costs incurred
by it incident to the performance of its obligations under this Agreement and the consummation of the transactions contemplated
hereby, including, without limitation, costs incident to the preparation of this Agreement, and the fees and disbursements of counsel,
accountants and consultants employed by such party in connection herewith.

 

7.9       Headings.
The table of contents and the section and other headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of any provisions of this Agreement.

 

7.10       Other
Remedies; Injunctive Relief
. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party
will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and
the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that subject to Section 7.13 hereof, the parties shall be entitled to
seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof
in any court in the state of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.
In any action at law or suit in equity to enforce this Agreement or the rights of the parties hereunder, the prevailing party in
any such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs
and expenses incurred in such action or suit.

 

7.11       Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Facsimile signatures shall be deemed valid and binding.

 

7.12       Governing
Law
. This Agreement has been entered into and shall be construed and enforced in accordance with the laws of the State of Delaware,
without reference to the choice of law principles thereof.

 

 

 

 

7.13       Jurisdiction
and Venue
. This Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Delaware. The parties
to this Agreement agree that any breach of any term or condition of this Agreement shall be deemed to be a breach occurring in
the State of Delaware by virtue of a failure to perform an act required to be performed in the State of Delaware and irrevocably
and expressly agree to submit to the jurisdiction of the courts of the State of Delaware for the purpose of resolving any disputes
among the parties relating to this Agreement or the transactions contemplated hereby. The parties irrevocably waive, to the fullest
extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement, or any judgment entered by any court in respect hereof brought in the State of Delaware,
and further irrevocably waive any claim that any suit, action or proceeding brought in the State of Delaware has been brought in
an inconvenient forum.

 

7.14       Participation
of Parties
. The parties hereby agree that they have consulted their respective counsel during the negotiation and execution
of this Agreement and, therefore, waive the application of any law, regulation, holding, or rule of construction providing that
ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

 

7.15       Further
Assurances
. The parties hereto shall deliver any and all other instruments or documents reasonably required to be delivered
pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement including, without
limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable to transfer full
and complete ownership of the Sold NVPL Stock to the Company or the issuance of the applicable Securities to the Investors for
the Consideration, as the case may be, free and clear of any liens or encumbrances.

 

7.16       Publicity.
No public announcement or other publicity concerning this Agreement or the transactions contemplated hereby shall be made without
the prior written consent of both the Company and Investor as to form, content, timing and manner of distribution. Nothing contained
herein shall prevent any party from making any filing required by federal or state securities laws or stock exchange rules of the
United States of America.

 

7.17       No
Solicitation
. None of NVPL, Investor nor the Company shall authorize or permit any of its officers, directors, agents, representatives,
managers, members, agents, or advisors to solicit, initiate or encourage or take any action to facilitate the submission of inquiries,
proposals or offers from any person relating to any matter concerning any merger, consolidation, business combination, recapitalization
or similar transaction involving NVPL or the Company, respectively, other than the transaction contemplated by this Agreement or
any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay
the Exchange or which would or could be expected to dilute the benefits to each of the parties of the transactions contemplated
hereby. Investor and the Company will immediately cease and cause to be terminated any existing activities, discussions and negotiations
with any parties conducted heretofore with respect to any of the foregoing.

 

 

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IN WITNESS WHEREOF, the parties hereto have each executed
and delivered this Agreement as of the day and year first above written.

 

 

NOBLE VICI GROUP, INC.

 

 

 

By: /s/ Eldee Wai Chong Tang

       Eldee Wai Chong Tang, Chief Executive Officer

 

NOBLE VICI PRIVATE LIMITED

 

By: /s/ Eldee Wai Chong Tang

 

Print Name: Eldee Wai Chong Tang

 

Its: Chief Executive Officer

 

 

 

 

[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]

 

 

 

 

INVESTOR

 

 

______________________________________

Signature

 

 

 

Eldee Wai Chong Tang_

Print Name

 

 

 

1,000,001

No. of NVPL Ordinary Shares

 

 

Address:

 

1 Raffles Place #33-02

One Raffles Place Tower One

Singapore 048616

Singapore

 

 

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Exhibit 10.2

 

SHARE SALE AGREEMENT

 

 

THIS SHARE SALE AGREEMENT
(the “Agreement”) is made and entered into as of January 29, 2018 by and between the sellers set forth on Schedule
1,
attached hereto and incorporated herein (collectively, the “Sellers”) and TANG WAI CHONG ELDEE, a Singapore
citizen with Identity Card No.: XXXX and having an address at 36 Kaki Bukit Place #04-01, Singapore 416214
(“Buyer”), with respect to the sale of shares of capital stock of GOLD UNION, INC., a Delaware corporation
(the “Company”).

 

1.            
Sale and Transfer of Shares.
Subject to the terms and conditions of this Agreement, the Sellers hereby sell and
transfer to the Buyer and his designees (if any) as stated in Schedule 2 attached hereto, and the Buyer hereby purchases
and accepts the transfer of Nine Hundred and Twenty Five Million (925,000,000) shares in aggregate of Common Stock of the Company
(the “Sale Shares”), from the Sellers at a purchase price of US$0.00008 per share, for aggregate consideration of United
States Dollars Seventy Thousand Only (US$74,000) (the “Total Purchase Price”).

 

2.            
Appointment of Escrow Agent.
In connection with the sale and purchase of the Sale Shares, the Sellers and the
Buyer shall, upon signing this Agreement, enter into and be bound by the terms of that certain Escrow Agreement by and among the
Buyer, the Sellers and the Escrow Agent (the “Escrow Agreement”), a copy of which for signing is attached hereto and
incorporated herein as Schedule 3. Undefined capitalized terms used herein shall have the meanings ascribed to them in the
Escrow Agreement.

 

3.            
Representations, Warranties and Acknowledgments of the Buyer. The Buyer hereby represents, warrants, acknowledges
and agrees that:

 

3.1       Buyer
Account
. The Buyer is purchasing the Sale Shares for its own account and the accounts of the designees (if any) as stated in
Schedule 2 hereto attached, and not directly or indirectly for the account of any other person. The Buyer is not purchasing the
Sale Shares with a view to distribution or resale thereof except in compliance with the Securities Act of 1933, as amended (the
“Act”) and any applicable state securities laws. The Buyer is not a party to any contract, undertaking, agreement or
arrangement with any person other than the designees (if any) as stated in Schedule 2 hereto attached to sell, transfer, encumber,
pledge, hypothecate or grant participations to such person or to any third person, with respect to any of the Sale Shares.

 

3.2       Restricted
Shares
.

 

3.2.1       The
Buyer understands that all of the Sale Shares have not been registered under the Act, in reliance on an exemption therefrom for
transactions not involving any public offering (the “Restricted Shares”). The Restricted Shares are restricted securities
as such term is defined in Rule 144 promulgated under the Act and may be resold without registration under the Act and the applicable
rules and regulations under the Act only in very limited circumstances. To the knowledge of the Sellers, the Company has made
no agreements, covenants or undertakings whatsoever to register any of the Restricted Shares under the Act and there can be no
assurance that the Company will enter into such agreements, covenants or undertakings. The Sellers make no representations, warranties
or covenants whatsoever regarding the availability of any exemption from registration under the Act, including, without limitation,
any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, to this or any subsequent
transfer. Any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market
then exists in the Company’s Common Stock, (ii) agency, and that no such agency has passed on the accuracy or adequacy of disclosures
made to the Buyer by the Seller or the Company. No federal or state governmental agency has passed on or made any recommendation
or endorsement of the Restricted Shares or an investment in the Company.

 

3.2.3       The
Buyer agrees that all offers and sales of the Sale Shares shall be made in accordance with the terms and provisions of this Agreement
and the Act, including without limitation, Rule 144 promulgated under the Act, pursuant to a registration of the Restricted Shares
under the Act, or pursuant to an available exemption from the registration requirements of the Act. The Buyer recognizes and agrees
that there currently is no public trading market for the Sale Shares and that there can be no assurance that such a public trading
market will develop. As a result, the Buyer may be unable to sell or dispose of its interest in the Company and must be able to
bear the economic risk of holding the Sale Shares indefinitely.

 

3.3       Accredited
Investor
. The Buyer is an accredited investor as such term is defined in Rule 501 promulgated under the Act.

 

 

 

 

3.4       Access
to Information
. The Buyer confirms that all requested document, records, and books pertaining to the investment in the Company
and its proposed business and/or proposed sale and transfer of its assets (directly or indirectly owned) that had occurred before
the date of this Agreement, have been and will be, in accordance to the terms and conditions stipulated in the Escrow Agreement,
made available to the Buyer for review. The Buyer has had the opportunity to ask questions of, and to receive answers from, appropriate
executive officers of the Company with respect to the transfer, the Sale Shares and this Agreement and with respect to the business,
affairs, financial condition and results of operations of the Company. The Buyer has had access to financial and other information
about the Company in connection with this investment.

 

3.5       Pre-Existing.
Relationship
. The Buyer has either (i) a pre-existing relationship with the Company or one or more of its officers or directors
consisting of personal or business contacts of a nature and duration which enable the Buyer to be aware of the character, business
acumen and general business and financial circumstances of the Company or the officer or director with whom such relationship
exists or (ii) such business or financial expertise to protect the Buyer’s own interests in connection with the purchase of the
Sale Shares.

 

3.6       No
Solicitation
. The Buyer has not been presented with or solicited by any leaflet, public promotional meeting, circular, newspaper
or magazine article, radio or television advertisement, or any other form of advertising concerning the Sale Shares or the Company.

 

3.7       No
Representations
. Except for the representations set forth in this Agreement, the Buyer has received no representations or
warranties from the Seller, the Company, or any of their directors, officers, agents or representatives thereof. In purchasing
the Sale Shares, the Buyer is relying solely on the investigations made by the Buyer.

 

3.8       Experience.
The Buyer understands the risks and other considerations related to he Buyer by the Buyer of the Shares, and the Buyer has such
knowledge and experience financial and business matters that the Buyer (alone or with the aid of the investment advisors of the
Buyer) is capable of evaluating the merits and risks of purchasing the Shares.

 

3.9       Economic
Risk
. The Buyer is able to bear the economic risk of an investment in the Company, has the ability to hold the Sale Shares
indefinitely, the Buyer’s overall commitment to investments which are not readily marketable (such as the Restricted Shares) is
not disproportionate to the Buyer’s net worth, and the Buyer has the financial ability to suffer a complete loss of the Buyer’s
investment in the Sale Shares.

 

3.10     Advisors.
The Buyer has consulted with the Buyer’s own advisor(s) with respect to this Agreement and the transfer, ownership and
disposition of the Sale Shares and has not relied on any advice from any of the Seller or any of their officers, directors,
agents or representatives, including any advice regarding the potential tax consequences to the Buyer of purchasing the Sale
Shares, from the Seller. The Buyer assumes full responsibility for all such consequences and for the preparation and filing
of all tax returns and elections which may or must be filed in connection with such Sale Shares.

 

3.11       Power
and Authority; No Conflicts
. The Buyer has all requisite power, authority, and capacity to purchase and hold the Sale Shares
and to execute, deliver, and comply with the terms of this Agreement, and such execution, delivery, and compliance does not conflict
with or constitute a default under any instruments governing the Buyer, any Law, or Order, or any agreement to which the Buyer
is a party or by which the Buyer may be bound.

 

3.12       Reliance;
Indemnification
. The Buyer understands the meaning and legal consequences of the Buyer’s representations, warranties, covenants,
and other agreements contained in this Agreement, and the Buyer understands that the Seller has relied upon such representations,
warranties, covenants, and agreements, including those with respect to compliance with applicable securities laws, rules, and regulations,
and the Buyer hereby agrees to indemnify and hold harmless the Seller and the Seller’s respective directors, officers, agents,
representatives, attorneys, and employees, from and against any and all loss, damage, or liability, together with all costs and
expenses (including attorneys’ fees and disbursements), which any of them may incur by reason of (a) any breach of any of the representations,
warranties, covenants, or agreements of the Buyer contained in this Agreement, or (b) any false, misleading, incomplete, or inaccurate
information contained in this Agreement executed by the Buyer. All representations, warranties, and covenants contained in this
Agreement, and the indemnification contained in this Section 2.12, shall survive the termination of this Agreement.

 

 

 

 

3.13       Stop-Transfer
Orders
. The Buyer agrees that, in order to ensure compliance with the restrictions referred to herein: (i) the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records; and (ii) the Company shall not be required
(1) to transfer on its books any Sale Shares that have been sold or otherwise transferred in violation of this Agreement or (1)
to treat as the owner of such Sale Shares or to accord the right to vote or pay dividends to any transferee to whom such Sale Shares
shall have been so transferred.

 

3.14       Legends.
All certificates evidencing the Restricted Shares subject to this Agreement shall, during the term of this Agreement, bear such
restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this
Agreement.

 

4.            Representations
and Warranties of the Seller
.
The Seller represents to the Buyer with respect to itself only, that the share certificates
and the duly executed irrevocable stock powers delivered by the Seller to the Buyer through the Escrow Agent (hereinafter and
therein in the Escrow Agreement referred to as “the Certificates And Stock Powers”) at the closing of this Agreement
will be valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively
vest in the Seller good, valid and marketable title to all the Sale Shares to be transferred to the Buyer and his designees pursuant
to and as contemplated by this Agreement free and clear of any and all liens except those set forth or created by this Agreement.
The Seller represents and warrants with respect to itself only that all actions necessary for the transfer of the Sale Shares
as described herein have been or shall be taken in accordance to the terms and conditions as stipulated in the Escrow Agreement,
and that such transfer has been duly authorized pursuant to its Articles of Organization and limited liability company agreement.
This Agreement will be deemed closed upon the earlier to occur of (1) the Seller receiving the Total Purchase Price and the Buyer
receiving all the Corporate Documents, the Resignation Letter and the Certificates And Powers as stated in the Escrow Agreement,
or (ii) the delivery written instruction to the Escrow Agent by or on behalf of the Buyer and the Seller pursuant to Section 9
of the Escrow Agreement. This Agreement will be deemed terminated upon the refund of the First Escrow Money (as defined in the
Escrow Agreement) to the Buyer by the Escrow Agent in accordance to the terms and conditions of the Escrow Agreement.

 

5.           Certain Definitions.

 

5.1       “Governmental
Authority”
means any United States or foreign government or any agency, bureau, board, commission, court, department,
official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic
or foreign

 

5.2       “Law” shall mean any constitutional
provision or any statute or other law, rule or regulation of any Governmental Authority, and any decree, injunction, judgment,
order, ruling, assessment or writ.

 

5.3       “Order” shall mean any award, decision,
injunction, judgment, order, decree, ruling, writ, subpoena or verdict entered, issued, made or rendered by any Governmental Authority
or by any arbitrator.

 

6.           
Miscellaneous Provisions.

 

6.1       Notices.
All notices, demands, consents, approvals, requests and other communications (collectively “Notice”) required or
permitted hereby shall be in writing and shall be deemed to have been duly and sufficiently given only if (a) personally
delivered with proof of delivery thereof (any Notice so delivered being deemed to have been received at the time so
delivered), or (b) sent by Federal Express (or other similar overnight courier) (any Notice so delivered being deemed to have
been received only when delivered), (c) sent by telecopier or facsimile or email (any Notice so delivered being deemed to
have been received if a copy is also delivered by one of the other means of delivery and shall be deemed to have been
received (i) on the business day so sent, if so sent prior to 4:00 p.m. (based upon the recipient’s time) of the business day
so sent, and (ii) on the business day following the day so sent, if so sent on a non-business day or on or after 4:00 p.m.
(based upon the recipient’s time) of the business day so sent (unless actually received by the addressee on the day so
sent)), or (d) sent by registered or certified mail, postage prepaid, at a post office regularly maintained by the postal
service in the country where the sender has a address that is stated in this Agreement (any Notice so sent being deemed to
have been received only when delivered), in any such case addressed to the respective parties as follows:

 

If to the Buyer   If to the Seller
     
Address: 36 KAKI BUKIT PLACE #04-01, SINGAPORE
416214
  Address: 264 BANGBON 1 RD
BANGBON DISTRICT
    BANGBON SEC
email: eldee@nobleinfotech.org   BANGKOK, 10510 THAILAND
     
Attention: TANG WAI CHONG ELDEE   email: eldee@nobleinfotech.org
     
    Attention: CHOU PEI-CHI (“Seller Representative”)

  

 

 

 

or to such other address or party as either
party may have furnished to the other in writing in accordance herewith, except that notices of change of address or addresses
shall only be effective upon receipt.

 

6.2       Binding Effect. This Agreement shall be binding
upon the heirs, legal representatives and successors of the parties and shall inure to the benefit of their respective successors
and assigns; provided, however, that the Buyer may not assign any rights or obligation under this Agreement.

 

6.3       Governing
Law; Jurisdiction
. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada
applicable to contracts entered into and to be performed entirely within the State of Nevada by residents of the State of
Nevada. Any action or proceeding arising out of or relating to this Agreement must be instituted in federal or state court in
Clark County, Nevada.

 

6.4       Entire Agreement. This
Agreement constitutes the entire agreement of the parties pertaining to the Sale Shares and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties.

 

6.5       Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute
one instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

6.6       Entire Agreement: Enforcement
of Rights
. This Agreement and the exhibits hereto sets forth the entire agreement and understanding of the parties relating
to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such
party.

 

6.7       Severability. If one
or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

 

6.8       Construction. This Agreement
is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any;
accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.

 

[signatures appear on the following page]

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have
executed this Share Sale Agreement as of the date first above written.

 

 

Buyer

 

 

/s/ TANG WAI CHONG ELDEE

TANG WAI CHONG ELDEE
Singapore ID No: xxxxxxxxx

 

 

 

Seller

 

/s/ KAO WEI-CHEN

KAO WEI-CHEN

Taiwan Passport No.: xxxxxxxxx

 

 

 

 

 

 

 

Schedule 1
List of Seller

 

Name of Seller Address Nationality PASSPORT No.
KAO WEI-CHEN L8-09 WISMA BU 8 NO 11
LEBUH BANDAR UTAMA
BANDAR UTAMA PJU 6
PETALING JAYA
SELANGOR DURAL
EHSAN, 47600
MALAYSIA
TAIWAN XXXXXXX
       
       
       

 

 

 

 

 

Schedule 2

 

 

Buyer’s Designees

 

There is no Buyer’s Designee.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule 3

 

Escrow Agreement

 

(Escrow Agreement to be signed by the Parties
herein and the Escrow Agent after the signing of this
Agreement by all Parties herein)

 

[See Attachment]

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

 

 

TERMS AND CONDITIONS & RULES AND REGULATIONS

 

IT IS AGREED as follows
between the Parties:

 

1.   
DEFINITIONS AND INTERPRETATION

 

1.1       In this Agreement, unless there is something in the
subject or context inconsistent therewith:

 

Ancillary
Fee
” has the meaning ascribed to it in Clause 4.1.2;

 

Ancillary
Services
” means such services set out in the Form, together with the charges for each of such services;

 

Business Day
means a day (other than a Saturday, a Sunday or a public holiday in Singapore) on which banks are open for normal banking business
in Singapore;

 

Company
means Neo & Partners Global Private Limited;

 

Confidential
Information
” has the meaning ascribed to it in Clause
9;

 

Core
Services
” means the services set out in the Form;

 

Disclosing
Party
” has the meaning ascribed to it in Clause 9;

 

Fees
means collectively the Monthly Fee and the Ancillary Fee;

 

Monthly
Fee
” has the meaning ascribed to it in Clause 4.1.1

 

Office
means the space at 1 Raffles Place, #33-02, One Raffles Place Tower 1, Singapore 048616 designated to the Client under this Agreement,
including the furniture, fixtures and fittings and services listed under “Core Services”,’Boardroom”,”Server
Room/LAN” and “Common Areas” as described in the Form;

 

Parties”
means collectively the Company and the Client and

 

Party”
shall refer to either of them;

 

Premises”
means the office space at 1 Raffles Place, #33-02, One Raffles Place Tower 1, Singapore 048616;

 

Recipient
has the meaning ascribed to it in Clause 9;

 

Representatives
has the meaning ascribed to it in Clause 9.2.2;

 

8$
means the lawful currency of Singapore; and

 

Term
means such period commencing on the date of this Agreement and ending on such date in accordance with the First Schedule whereby
this Agreement is terminated in accordance with  Clause 8 respectively.

 

1.2 The headings in
this Agreement are for ease of reference only and shall
not be taken into account in the construction or interpretation of any provision to which they refer.

 

1.3
In this Agreement, except where the context otherwise requires:

 

 

 

 

1.3.1 words importing
the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter
genders and vice versa, and ‘person” shall include any natural person, firm, partnership, joint venture, company, organisation,
association, trust, government or governmental sub-division or agency, or any other entity, whether acting in an individual, fiduciary
or other capacity;
1.3.2 the expression
“this Agreement” or any similar expression  shall mean the Form, this Terms and Conditions, Rules and Regulations
and the Schedules and any amendment modification or supplemental written agreement thereto as may be in force from time to time
or any time in accordance with the terms and conditions set out herein;
1.3.3 references
to Clauses and Schedules are, unless otherwise   stated, to clauses of and schedules to this Agreement; 1.3.4 the Schedules
form part of this Terms and Conditions and have the same force and effect as if expressly set out in the   body of this Agreement;
1.3.5 if any period
of time is specified from a given day or the day of a given act or event, it is to be calculated exclusive of that day and if
any time limit falls on a day which is not a Business Day then that time limit is deemed to only expire on the next Business Day;
1.3.6 any reference
to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time amended,
extended or re-enacted whether before or after the date of this Agreement so far as such modification, extension or re-enactment
applies or is capable of applying to any transactions contemplated under this Agreement and (so far as liability thereunder may
exist or can arise) shall include also any past statutory provisions or regulations (as from time to time amended or re-enacted)
which such provisions or regulations have directly or indirectly replace;
1.3.7 words denoting
an obligation on a Party to any act, matter or thing, include an obligation to procure that it be done, and words placing a Party
under a restriction, include an obligation not to permit infringement, default or breach of the restriction; and
1.3.8 the contra
proferentum rule shall not apply in the construction or interpretation of this Agreement and the language in all parts of this
Agreement shall be construed and interpreted as a whole and neither strictly for nor against any of the Parties to this Agreement.

 

1.4
References in this Agreement to the Parties shall include their respective heirs, successors in title, permitted assigns and personal
representatives.

 

2.    BUSINESS OF THE COMPANY

 

2.1
The Company carries on the business of providing dedicated trade desk office workspace with additional customisable trading platforms
and other related ancillary services.

 

2.2
The Company has agreed to provide and the Client has agreed to pay for the Office and such Ancillary Services (as and when requested
for by the Client) on the terms and subject to the conditions set out in this Agreement.

 

3. 
  USE OF OFFICE AND PROVISION OF SERVICES

 

3.1
For the Term of this Agreement the Company agrees to grant the Client use of the Office from 1st June 2018 (or such other
date as
agreed between the Parties) and to provide such other Ancillary Services to the Client, as and when requested by
the Client in accordance with the terms of this Agreement.

 

3.2 The Office
will be available for the Client’s use 24 hours a day, seven (7) days a week.

 

3.3 The
Parties acknowledge that this Agreement is an agreement for the provision of a temporary use of an office trade desk space with
a complete suite of trading facilities and services. This Agreement does not constitute any tenancy, tenancy interest, leasehold
estate or other real property interest and it shall not entitle the Client to exclusive possession of the Office.

 

3.4
The Company shall maintain the Office in dean condition and good state of repair and shall perform the Ancillary Services with
reasonable care and skill.

 

 

 

 

4.    FEES

 

4.1       Unless otherwise specified in the Form in consideration of the Company granting
the Client use of the Office and providing such Ancillary Services in accordance with this Agreement, for and during the Term of
this Agreement, the Client shall pay the Company:

 

4.1.1 A monthly fee of S$ 24 000, before GST for the use of the Office (the “Monthly
Feel and
4.1.2 a fee for such Ancillary Services (the “Ancillary Fee”) as requested
by the Client and agreed to be provided by the Company to the Client.

 

4.2       For
the avoidance of doubt, should the Client commences use of the Office on a day other than the first day of the month, the Client
shall only be liable to pay such pro-rata amount of the Monthly Fees for any period less than one (1) month.

 

4.3       The
Monthly Fees shall be paid to the Company on the first Business Day of each and every succeeding calendar month by way of electronic
bank transfer to the Company’s designated bank account, details of which are set out below:

 

Account
Holder’s Name: Neo & Partners Global Private Limited

Account
Number: 686-338617-001

Bank Name: OCBC Bank Bank Address: 65
Chulia Street, OCBC Centre, Singapore 049513

SWIFT/BIC
Code: OCBCSGSG

Bank
Code: 7339

Branch
Code: 686

 

4.4       Where
the Client subscribes to any of the Ancillary Services, payment of the Ancillary Fee shall only be made by the Client on receipt
from the Company of an invoice for this purpose. Invoices should be marked for the attention of the Contact Person stated in the
Form. Payment to the Company shall be due no later than seven (7) Business Days from the Client’s receipt of the invoice.

 

4.5       If the Client does not pay the Fees within 7 Business Days after the due date (whether or not formally demanded), the Client
shall be liable to pay interest of 10% on that sum from the date the sum is due until the date the sum is paid. The Company
also reserves the right to withhold the providing of Ancillary Services to the Client or denying the Client access to the
Office while there are Fees outstanding for more than 7 Business Days and/or interest or where the Client is in breach of its
obligations hereunder this Agreement.

 

4.6       Nothing
in Clause 4.6 entitles the Client to withhold or delay any payment or affects or derogates from the rights of the Company in relation
to non-payment.

 

4.7       Any
sums due or owing under this Agreement by the Client to the Company are to be paid by the Client in full, net of any bank charges,
taxes, administrative charges or foreign exchange expenses (if any).

 

4.8       Invoices
are deemed accepted if not disputed with detailed evidence of the dispute within 7 days of the date of the invoice. If disputed
the Client must still pay the undisputed portion of the invoice by the due date.

 

5.0
SECURITY DEPOSIT

 

5.1       The
Client shall on acceptance of this Agreement, pay to the Company a security deposit of S$ 72,000 (the “Security
Deposit”)
within three (3) Business Days from the date of this Agreement.

 

5.2       In
the event the Client wishes to terminate this Agreement before expiry of the date of this Agreement, the Security Deposit will
be forfeited by the Client.

 

 

 

 

5.3       The
Client shall pay to and maintain with the Company the Security Deposit, up to and including the date of the termination of the
Term:

 

5.3.1 as security
for compliance by the Client of all the provisions in this Agreement;
5.3.2 to secure
and indemnify the Company against
(i) any loss
or damage resulting from any default by the Client of its obligations under this Agreement and
(ii) any successful
claim by the Company at any time against the Client in relation to any matter arising out of or in connection with this Agreement.

 

5.4       If
any default by the Client of its obligations hereunder occurs, the Company is entitled to apply the whole or part of the Security
Deposit in or towards:

 

5.4.1 making good
any loss or damage sustained by the Company as a result of that default in any manner as may be reasonably required by the Company,
and
5.4.2 repayment
of any expense reasonably incurred by the Company in making good the loss and damage, in any manner as may be reasonably prescribed
by the Company.

 

5.5       For
the avoidance of doubt, the giving of the Security Deposit or any deduction from the Security Deposit by the Company shall not
relieve the Client from any of its obligations under this Agreement or act as a waiver or otherwise limit the Company’s right
to recover amounts not covered by the Security Deposit against the Client for any breach of its obligations under this Agreement.

 

5.6       The
Client shall not set-off any part of the Security Deposit against any Fees owed by the Client to the Company or any sums payable
by the Client under this Agreement against the Security Deposit.

 

5.7       If
from time to time during the Term, the Security Deposit increases in amount by agreement between the Parties, the Client shall
pay such increase in the Security Deposit within seven (7) Business Days of the receipt of written notice from the Company notifying
the Client of the amount of such increase payable.

 

5.8       Upon
the termination of this Agreement, the Company shall repay the Security
Deposit to the Client (without interest and after proper deductions by the Company) within 30 Business Days of the termination
date of the Agreement, if the Client has then paid all sums owing and performed all other obligations under this Agreement to
the satisfaction of the Company.

 

5.9       The rights of the Company under this Clause 5 are in addition to and will not
affect the other rights of the Company under this Agreement.

 

5.10      If the Fees are increased in accordance with provisions of this
Agreement then the Security Deposit shall be increased proportionately and the Client shall pay such
increase in the Deposit within fourteen (14) days of the receipt of written notice from the company notifying the Client of
the amount of such increase payable. The amount of such increase payable by the Client as specified in the Company’s said
notice shall be accepted by the Client as correct final and conclusive save for manifest error.

 

6.
RULES OF USE

 

6.1       The Office shall be used by the Client for corporate business purposes only and such other use as is normally incident thereto
and for no other purpose.

 

6.2       The Client agrees with the Company that it will observe all the Rules and Regulations relating to the occupation and use of the
Office and the Ancillary Services.

 

6.3       The Company reserves the right to amend, delete and insert new rules and regulations from time to time, at its
reasonable discretion upon written notice to Client.

 

 

 

 
 

7.
HEAD LEASE

 

7.1       The Client acknowledges that this Agreement is subject and subordinate to the terms of the Company’s head lease and any other
documents or provisions binding on the Company or the Company’s use of the Premises.

 

7.2       The Parties agree that this Agreement is dependent and conditional upon the head lease. The Company will use its best endeavours
to ensure that the head lease remains in effect and it performs its obligations under such lease and represents and warrants that
it is permitted to provide the services set out in this Agreement. If the head lease is terminated for any reason whatsoever,
the Company may terminate this Agreement giving Client as much notice as is possible in accordance with the head lease, without
compensation to the Client and the rights under this Agreement shall immediately terminate without prejudice to any antecedent
rights which has arisen prior to such termination. Company shall refund the unused portions of any Monthly Fees to the Client
within 14 days of such 7.3 termination. The Client shall comply with all acts, legislation, regulations as required by the head
lease and comply with any regulations or procedures issues or required by the Company under the head lease.

 

8.
TERMINATION

 

8.1       Either Party may terminate this Agreement by giving to the other Party three (3) months’ notice in writing.

 

8.2       Without prejudice to Clause 8.1, the Company shall have the right to terminate this Agreement immediately by notice in writing
to the Client upon the happening of any of the following events: 8.2.1 The Client fails to pay the amounts set out in Clauses
4.1 after a period of (7) Business Days after the due date for such payments.

 

8.2.2 There is
a material breach by the Client of any of the covenants, obligations or stipulations to be performed or observed by under this
Agreement after having received written warning from the Company and not having remedied the breach within 14 days of such warning.
8.2.3 The Client
is unable to pay his debts as and when they fall due or if the Client has no reasonable prospects of being able to pay his debts.
8.2.4 The Client
has petitioned for a bankruptcy petition or has a bankruptcy order made against the Client.
8.2.5 The Client
is guilty of conduct tending to bring himself or the Company into disrepute.
8.2.6 Any material,
non-vexatious claim, action or proceeding is commenced against the Client.

 

8.3       Upon terminating this Agreement in accordance with the provisions herein:

 

8.3.1 all amounts
payable by the Client, or refunds to the Client of unused portions of the Monthly Fees will become immediately due and payable,
including but without limitation, the Fees or such other fees payable in relation to this Agreement and 8.3.2 the Parties shall
be released and discharged from their respective obligations to each other under this Agreement save for any rights and liabilities
accrued on or prior to such termination, provided that any liability of any Party in respect of its covenants or undertakings
hereunder prior to such termination shall be in addition to any other remedies to which the non-defaulting Party may be entitled
at law or in equity.

 
 

9.
CONFIDENTIALITY

 

9.1       Each Party hereby agrees that the existence, subject matter and contents of this Agreement as well as any and all other information
being delivered or disclosed (whether orally, in writing or in electronic form) by one Party (“Disclosing Party”)
to the other Party (“Recipient”) in connection with this Agreement or the Office or the Ancillary Services shall be deemed
to be confidential and proprietary (“Confidential Information”), unless specifically designated by the Disclosing Party
at the time of disclosure to be non-confidential or non-proprietary.

 

9.2       The Recipient shall treat and shall cause its Representatives (as hereinafter defined) to treat, such Confidential Information
as confidential and shall not

 

 

 

 

9.2.1 use such
Confidential Information for any purpose (whether commercial or non-commercial) other than for the purposes of the transactions
contemplated under this Agreement; or
9.2.2 divulge
or disclose (directly or indirectly) such Confidential Information to any other person (other than to its officers, directors,
employees and advisors who reasonably require access to such Confidential Information on a need-to-know
basis for the purposes
of the transactions contemplated under this Agreement (the “Representatives”).

 

9.3       The
restrictions and obligations contained in this Clause shall not apply when:

 

9.3.1 such Confidential Information is disclosed as required by law or by way of an action
or order of court or any requirement of legal process, regulation or governmental or quasi-governmental order, decree, regulation
or rule;
9.3.2 such Confidential Information is in the public domain or subsequently falls within
the public domain through no breach of this Agreement by the Recipient or its Representatives;
9.3.3 such Confidential Information can be demonstrated by the Recipient to already be in
its possession prior to a disclosure by the Disclosing Party;
9.3.4 such Confidential Information is lawfully received by the Recipient without any obligation
of confidentiality from a third party who in turn also has an independent right to disclose such Confidential Information; or
9.3.5 the Disclosing Party has agreed in writing that such Confidential Information may
be disclosed by the Recipient.

 

9.4       The Recipient shall promptly notify the Disclosing Party in writing (prior to disclosure if reasonably practicable and permitted to do so) if the Recipient discloses any Confidential Information pursuant to Clause 9.3.1. Such notification shall include without limitation a detailed account of the Confidential Information disclosed.

 

9.5       The provisions of this Clause 9 shall survive the termination of this Agreement and shall be in full force and effect for three years following the termination of this Agreement.

 

10.   
INDEMNITY

 

10.1       Each
Party shall indemnify the other against all claims, demands, actions, proceedings, judgements, damages, losses, costs and expenses
of any nature which such other Party may suffer or incur for death, injury, loss and damage caused, directly or indirectly by:

 

10.1.1 any act or thing done or caused to be done by the Party in the Office or in connection
with the Ancillary Services or the Agreement; or
10.1.2 any default by the Party in complying with the provisions of this Agreement.

 

10.2       The Client
shall indemnify the Company against all claims, demands, actions, proceedings, judgements, damages, losses, costs and expenses
of any nature which the Company may suffer or incur for death, injury, loss and damage caused, directly or indirectly by the wilful
or grossly negligent misconduct, use or occupation of the Office by the Client or by any of the Client’s employees, agents or
permitted occupiers.

 

11.   
LIMITATION OF COMPANY’S LIABILITY

 

11.1       Notwithstanding
anything contained in this Agreement, the Company shall not be liable or responsible to the Client, its employees, agents or other
permitted occupiers and the Client shall not claim against the Company for any injury, loss or damage resulting from:

 

11.1.1 the acts or omissions of the Company’s employees or agents, persons using the Office
or the Ancillary Services provided by the Company, or other persons using any part of the Office;
11.1.2 any failure or inability of or delay by the Company in fulfilling any of its obligations
under this Agreement; or
11.1.3 any failure or inability of or delay by the Company to provide, or interruption in
or inadequate supply of utilities, air-conditioning or lighting to the Office;

 

except for such loss or damage
arising from the wilful or grossly negligent misconduct of the Company, its agents, or employees.

 

 

 

 

11.2       For the
avoidance of doubt and without prejudice to the generality of the foregoing, no Party shall in any event be liable to the other
Party for any special or consequential loss, including but not limited to loss of profits, loss of goodwill or loss of business
opportunity or for punitive damages.

 

12.   
FORCE MAJUERE

 

No Party shall be liable to the
other for any partial or nonperformance of its obligations hereunder by reason of any cause beyond the Party’s reasonable control,
including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities,
act of terrorism, acts of God, acts and regulations of any governmental authorities of relevant jurisdiction or the failure by
the relevant broker or agent, dealer, market, clearing house or regulatory organisation, for any reason to perform its obligations.

 

13.   
NOTICES

 

13.1       Each notice or communication (each a
“Notice”) required or permitted under this Agreement shall be:

 

13.1.2 signed for the Party giving it by the Party’s authorised officer, attorney or, solicitor,
and
13.1.3 delivered personally to the Party to whom it is addressed, or left at or sent by courier
or prepaid registered post to the Party’s address, or sent by email to the Party’s email address, given in the Form.

 

13.2       A Notice
is taken as given by the sender and received by the intended recipient:

 

13.2.1 if delivered personally or by courier, upon delivery and receipt of a written acknowledgement
thereof;
13.2.2 if posted to an address within Singapore, [three (3)] Business Days after posting;
13.2.3 if posted to an address outside Singapore, [seven (7)] Business Days after posting;
and
13.2.4 if sent by email, at time of delivery to the recipient’s computer, but if delivery
or receipt is on a day which is not a Business Day or is after 5.00 pm at the place of delivery or receipt, it is taken as given
at 9.00 am on the next Business Day.

 

13.3       A Party
may change its address or email address for Notices by giving written notice to the other Party.

 

14.   
GENERAL

 

14.1
Costs and Expense: Each Party shall bear and pay for its own respective legal, professional and other costs and expenses
incurred under or in connection with the negotiation, preparation and execution of this Agreement.

 

14.2
Variation: Subject to the terms of this Agreement, no alterations or modifications to the terms of this Agreement will
be binding upon either the Company or the Client unless made in writing and signed by both Parties.

 

14.3 Entire
Agreement
: This Agreement constitutes the entire and final expression of agreement between the Parties pertaining to the
subject matter hereof and supersedes all prior and contemporaneous negotiations or understanding of the Parties whether
written, oral or otherwise, in connection therewith.

 

14.4
Severability: If any term or provision of this Agreement is to any extent held by a court or other tribunal to be invalid,
void or unenforceable, such term or provision shall, insofar as it is in conflict with law, be treated as deleted from this Agreement.
This does not affect the validity or enforceability of the remaining terms and provisions.

 

14.5
Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered is
an original and all of which together evidence the same agreement.

 

 

 

 

14.6
Cumulative Remedies No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other
remedy which is otherwise available to be sought at law, in equity, by statute or otherwise, and each and every other remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by
statute or otherwise.

 

14.7
Assignment: A Party must not assign its rights under this Agreement unless it has the other Party’s written consent. A
Party must not unreasonably withhold its consent.

 

14.8
Third party rights: Save to the extent expressly provided in this Agreement, the Singapore Contracts (Rights of Third Parties)
Act (Cap. 53B) shall not under any circumstances apply to this Agreement and any person who is not a party to this Agreement (whether
or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred
to or identified in this Agreement) shall have no right under the Singapore Contracts (Rights of Third Parties) Act (Cap. 53B)
to enforce this Agreement.

 

14.9
Waiver: A Party waives a right or remedy under this Agreement only if it does so in writing. A Party does not waive a right
or remedy simply because it

 

14.9.1 fails to exercise the right;
14.9.2 delays exercising the right; or
14.9.3 only exercises part of the right.

 

A waiver of one breach of a
term of this Agreement does not operate as a waiver of another breach of the same term or any other term.

 

14.10
Further action: Each Party must promptly sign, do or procure to be done all such further acts, deeds, things and documents
as may be necessary or reasonably requested by the other Party to give full effect to this Agreement, and (so far as it is able)
to provide such assistance as the other Party may reasonably request to give effect to the spirit and intent of this Agreement.

 

14.11
Survival of provisions: A provision of this Agreement that has not been met on, or can have effect after, completion of
the transactions contemplated by this Agreement, or termination of this Agreement, continues to apply after termination.

 

15.    LAW AND JURISDICTION

 

15.1
This Agreement shall be governed by and construed in accordance with the laws of Singapore.

 

15.2
The Parties agree to refer any disputes arising out of, or in connection with this Agreement (including any disputes or questions
regarding its existence, validity or termination) to arbitration in the Republic of Singapore in accordance with the arbitration
rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force which rules are deemed
to be incorporated by reference into this provision. All arbitration proceedings shall be conducted wholly in English language.
The arbitration tribunal shall consist of 1 arbitrator to be appointed by the SIAC in accordance with the SIAC rules and the decision
of the tribunal shall be final and binding.

 

16.    OPTION TO RENEW

 

16.1 The Company shall grant to the Client an option to renew this Agreement granted on the terms and conditions below:

 

16.1.1 The option to
renew will be for a further term for a period specified in the First Schedule
(“the Renewed Term“) commencing on the day after the expiry of the Term.
To exercise the option to renew, the Client shall serve on the Company a written renewal
notice (‘Tenants Renewal Notice“) not more than three (3) months prior to
the expiry of the Term (time being of the essence).
16.1.2 Upon the Client’s exercise of the option to renew in compliance with Clause 16.1.1,
the Company shall grant to the Client the Renewed Term at a revised Rent to be determined by the Company based on the prevailing
market rent and on such terms and conditions as the Company may determine, which terms shall exclude any further option to renew
unless the Company otherwise decides. Provided that the grant of the Renewed Term shall be subject to:

 

 

 

 

16.1.2.1 there being no breach or non-observance of any of the covenants on the part of the
Client herein contained at any time during the Term or at the time of its expiry;
16.1.2.2 the execution by the Client of a fresh Agreement for the Renewed Term not later than
one (1) month before the expiration of the Term, time being of the essence;
16.1.2.3 compliance with all the provisions of this Clause 16; and
16.1.2.4 any additional Deposit due under the Renewed Term upon the execution of the Agreement
for the Renewed Term.
16.1.3 The option to renew shall lapse and be of no effect in the event of the Client’s failure
to comply with all the provisions of this Clause 16. In this connection, the Company shall not be taken to have waived its rights
to compliance with this Clause or to have acquiesced to any extensions of the Term or any renewal of the Agreement granted hereunder
unless such waiver or acquiescence is in writing.

 

17.    HOLDER OVER

 

If the Client continues to
occupy the Premises and/or Office beyond the expiration or sooner determination of the Term or fails to deliver vacant possession
thereof to the Company after the expiration or sooner determination of the Term, without any express written agreement between
the Company and the Client to extend the Term, the Client shall pay to the Company for every day of such holding over double the
amount of (i) daily Fees or (ii) daily Fees charge based on the prevailing market rate during the period of any such holding over,
whichever is higher, and there shall be no renewal of this Agreement by operation of law or pursuant to the provisions of this
Agreement. During the period of any such holding over all other provisions of this Agreement shall be and remain in effect.

 

No
provisions herein shall be construed as the Company’s consent for the Client to hold over after the expiration or sooner determination
of the Term. For purposes of this Clause, the Company shall not be taken to have waived any requirements under this Agreement
or to have acquiesced to any extensions of the Term or any renewal of this Agreement unless such waiver or acquiescence is in
writing.

 

18. 
REDEVELOPMENT

 

18.1
If the Company wishes to:

 

18.1.1 redevelop, retrofit, refurbish, improve, renovate, upgrade or alter in any way whatsoever
and prescribe, control and change the use, construction, size, configuration of or access to or any other aspect of any part or
parts of the Premises and/or Office; or 181.2 alter, place or erect structures within or adjoining the Premises and/or Office,
in such manner as the Company shall think fit,

 

18.2 the Company may:

 

18.2.1 do so at its absolute discretion and without the same constituting an actual or constructive
eviction of the Client from the Office and without inuring any liability whatsoever to the Client therefor as long as reasonable
means of access to and egress from the Premises and/or Office are afforded (even if such access may be temporarily restricted)
and essential services are maintained without prejudice however to the rights of the Company under any other provision of this
Agreement; or
18.2.2 terminate the Agreement without compensation by giving to the Client at three (3)
months’ prior written notice of such intention. Upon the expiry of such notice, the Agreement shall absolutely cease and determine
and the Client shall deliver possession of the reinstated Office condition to the Company in accordance with the provisions of
the Agreement without compensation from or any claim whatsoever against the Company but without prejudice to any right of action
of the Company in respect of any antecedent breach of this Agreement by the Client.

 

 

 

 

RULES AND REGULATIONS

 

The Client covenants with the Company that during
the Term:

 

1. Client shall not use the Office for any illegal or immoral act or purpose other than the purpose set out in Clause 6.1;
2. Client shall not place anything in or cause obstruction of the common area;
3. Client shall not (without the prior written consent of the Company) make any alterations to the set-up of the Office or to existing
fixtures, fittings or furnishings, install and add any additional furniture, torture and fittings in the Office, exhibit and display
on or affix, inter alio, tortures and fittings to the interior or exterior of the Office or anywhere in the Premises or damage
the furniture and existing furnishings;
4. Client shall keep the Office dean and tidy and shall keep the Office, including all tortures and fittings in it in good and tenantable
repair and condition and immediately make good, to the reasonable satisfaction of the Company, any damage caused to the Office
(including the fixtures and fittings in the Office) or any other part of the Premises by the Client, its employees, agents or
any permitted occupier,
5. Client shall exercise care in the handling and safekeeping of the Company’s access cards to ensure the security of the Office;
6. Client shall not permit or keep in the Office any substances of a dangerous, corrosive, combustible, explosive, radioactive or
offensive nature which might damage the Premises or the Office or any tortures or fittings in the Office; and
7. Client shall not damage or mistreat any equipment provided by the Company as part of the Office or Ancillary Services.
8. Client shall not make or permit to be made any alteration in the internal construction or arrangement or in the external or interior
appearance of the present scheme of decoration of the said premises without the written consent of the Company first had and obtained
and if requested by the Company at the time of giving its written consent, the tenant shall restore the said premises to their
original state and condition at the tenant’s expense upon the expiration or termination of the Agreement.
9. Client shall not keep or permit to be kept on the said premises or any part thereof any material of a dangerous or explosive nature
or the keeping of which may contravene any local statute or regulation or bylaw or in respect of which an increased rate of insurance
is usually or may actually be required or the keeping of which may cause the fire policy in respect thereof to become null and
void.
10. Client shall not install additional electrical points, fixtures or fittings without the previous
consent in writing of the Company.
11. Client shall not drill or hack any hole or drive anything whatsoever into the walls or to bore
any hole in the ceiling without first having obtained the consent in writing of the Company; in which case(s) the consent is
given by the Company, the Client shall reinstate the wall by covering it up with putty and paint this affected part to its
original condition upon expiration of the Tenure. Painting of the walls is required when there are markings/drawings on the
walls upon expiration of the Tenure.
12. No consumption of food in the working room.

 

 

 

 

 

THE FIRST SCHEDULE

 

Clause 3.1

 

1. Term of Lease :

The
term of twelve (12) months from the 1st day of June 2018 to the 31st day of May 2019, both dates inclusive.

 

Clause 4.1

 

2 Commencement Date of Subsequent Payments : The 1st day of the month of Monthly Rent

 

 

Clause 16

 

Option to Renew   Further term to be determined after discussion with Client

 

 

 

 

 

 

 

Exhibit 10.4

 

MEMORANDUM OF UNDERSTANDING:

Occupancy of Level 4, 36 Kaki
Bukit Place

Singapore 416214

 

It is agreed that on 1st day of August
2017,
Venvici Pte Ltd (Company No. 201307817N) (“Venvici”) hereby state their intention to occupy part of Infinite
Lifestyle (Singapore) Pte Ltd (Company No. 200515638H) (“Inlife”) premises located at level 4, 36 Kaki Bukit Place E
Hub One Singapore 416214 (“Premises”) for the purpose of their business activities for a period of one (1) year from
1st August 2017.

 

Venvici hereby understands and agrees that:

 

1) That Venvici shall pay to Inlife the sum of S$28,000.00 (Singapore Dollars Twenty Eight Thousand Only) which is equivalent two
months occupation charges upon signing this Memorandum of Understanding where the said sum to be held by Inlife as a security
deposit and shall be refunded within fourteen (14) days at any expiry or lawful termination of this Memorandum of Understanding
without interest to Venvici but otherwise the same or part thereof shall be used by Inlife to offset any payments owing by Venvici
without prejudice to the right of Inlife to recover all monies which may become due or payable by Venvici under this Memorandum
of Understanding.

 

2) The monthly payment of S$14,000.00 (being the monthly occupation and utilities charges) to be paid to Inlife on the 1st
of every month, beginning on the 1st of August 2017.

 

3) Occupancy includes furnitures and fixtures at the Occupy Premises and Inlife reserves the ownership of each and every items provided
and Venvici Pte Ltd has the responsibility to maintain the said furnitures and fixtures in good state of repair.

 

4) Inlife reserves the right to review and change these
terms and conditions without prior notice.

 

 

Acknowledged and agreed by: Approved by:
   
   
/s/ Jon Lim /s/ Shaik Aziz Shaik Mohideen
Signature & Date Signature & Date
Name: Jon Lim Name: Shaik Aziz Shaik Mohideen
For Venvivi Pte Ltd For Infinite Lifestyle Singapore Ptd Ltd
Date: 22/6/17 Date: 22/6/17

Exhibit 10.5

 

 

ADDENDUM TO THE MOU DATED
1ST AUGUST 2017 –

EXTENSION FOR LEASE AGREEMENT

 

This addendum is made between Venvici Pte Ltd (“Venvici”)
and Infinite Lifestyle Singapore Pte Ltd (“Inlife”) where Venvici is leasing the premises located at level 4, 36 Kaki
Bukit Place Singapore 416214 (“Premises”).

 

It is agreed as follows:

 

1. The above described lease shall be extended for another year from 1st August 2018 to
31st July 2019.
2. The monthly rental payment of $14,000.00 payable to Inlife shall remain unchanged.
3. Both parties reserve the right to change and terminate the lease agreement with one-month notice.

 

 

Acknowledged and agreed by:  
   
/s/ Jon Lim /s/ Shaik Aziz Shaik Mohideen
Name: Jon Lim Name Shaik Azia Shaik Mohideen
For Venvici Pte LtdDate: 23/5/18 For Infinite Lifestyle Singapore Ptd Ltd.
  Date: 23/5/18

Exhibit 10.6

 

Employment Letter

 

This Letter has been set this date 29 March 2018, between
Noble Vici Pte Ltd (hereinafter referred to as “Employer” or “Company”) and Eldee Tang Wai Chong,

(hereinafter referred to as “Employee”).

 

WHEREBY IT IS AGREED as follows:

 

1.   Remuneration

1.1 Salary

The Employee will be employed at Noble
Vici Pte Ltd in the capacity of Chief Executive Officer, commencing on 1st April 2018. The Employer will pay the
Employee a monthly basic salary of Singapore Dollars Ten Thousand only (S$20,000.00). This position will be salaried under
the Noble Vici Pte Ltd.

 

1.2 Quarterly Bonus (QB)

There is no Annual Wage Supplement for
this position. The Employee will be entitled to a special QB based on KPI. The QB payout will be made 1 month after each quarter
ended. For example, a QB payout will be made on 31 July for achieving April, May, June i.e. Q1’s KPI. QB is not applicable
for staffs who have resigned.

 

1.3 Benefits

The Employee shall be entitled to claim for relevant professional
membership fees and course fees up to a maximum of S$2,000.00 per calendar year, subject to approval.

 

1.4 Allowances

The Employee shall be entitled to a monthly fixed transport
allowance of S$800.00.

 

2.   Probation

The Employee will be on probation for three
(3) months and may be extended for a further period of up to two (2) months at the discretion of the Employer, during which two
(2) weeks termination notice must be given by either party without any reasons being assigned. Failing which, the Employer reserves
the right to deduct two (2) weeks’ salary from the Employee as compensation, vice versa towards the Employee.

 

3.   Confirmation

On completion of the period of probation
or any extended probation of employment, the Employee will be advised in writing that he/she is either confirmed in the employment
or that the employment is terminated on the last day of his/her probation period.

 

4. Overseas Business Travel

As part of the requirements of this position,
you are expected to travel overseas for business on short notices as directed by the Employer. All overseas business related travel
expenses will be reimbursed by the Employer.

 

5. Working Hours

While the office hours are 10:00
am to 7:00 pm from Mondays to Fridays, you are required to attend to your professional duties of Chief Executive Officer in
Singapore at all reasonable times necessary. The Employee is entitled to one (1) hour lunch between 12 pm to 2 pm.

 

6. Annual Leave

The Employee is entitled to 14 working
days of annual leave for every twelve (12) months of continuous service. There will be an increment of one (1) working day of annual
leave per year to a maximum of 21 working days of annual leave for every twelve (12) months of continuous service. Annual leave
has to be submitted two (2) weeks in advance for approval, otherwise the Management reserves the right to disapprove any leave
application. Unauthorized leave application may consider as unpaid leave. Course and exam leave shall be granted on a case by case
basis. Unconsumed leave can be carried forward to the next calendar year only but cannot be encashed.

 

 

 

 

7. Sick Leave

The employee will be entitled to paid sick leave not exceeding:

 

7.1. Fourteen (14) days in each year if no hospitalisation is
necessary;

7.2. Sixty (60) days (including the 14 days in 6.1) in each
year if hospitalisation is necessary.

 

The Employee is not entitled to any medical
or annual leave benefits during the period of probation. All confirmed Employees will be entitled to a maximum reimbursement of
S$30.00 per visit, up to a maximum S$120.00 per year. The employee will bear any excess cost. The Company reserves the right to
amend this clause when necessary.

 

8. Maternity Leave, Paternity Leave and
Childcare Leave

The Employee shall be entitled to Maternity
Leave or Paternity Leave (where applicable) and Childcare Leave as per recommendations and guidelines stipulated from time to time
by the Ministry of Manpower.

 

9. Compassionate Leave

Compassionate leave will be granted for a total of three (3)
working days in each event of death of spouse, parent, child, parent-in-law, sibling and grandparent.

 

10.     Marriage Leave

Employees who have completed probation period, except those
serving notice of resignation, are entitled to 3 working days marriage leave.

 

11.  Insurance

The Employer will insure and maintain insurance
under one or more approved policies with an insurer against any liability that he would incur to any workmen employed by him where
applicable under the Work Injury Compensation Act.

The Employee will also be covered under
Travel Insurance (where applicable) and Group Personal Accident Insurance. The Employer shall make additional contribution to the
Employee’s Medisave account via the Portable Medical Benefits Scheme.

 

12.  AWOL

The Employee must produce a valid Medical
Certificate from a Certified Doctor if he/she is genuinely unable to show up for work, unless he/she has been prior granted official
leave. Failure to do so would be considered as Absent Without Official Leave, where the Employer reserves the right to deduct from
the Employee’s salary the amount which is equivalent to the salary for those work day(s) of absence.

 

13.  Termination

If the Employee has been confirmed in his
employment, the Employee needs to provide a termination notice period of two (2) months. The Employer reserves the right to reduce
the termination period via offsetting outstanding annual leaves. The Employer may summarily terminate the employment of the Employee
in case of dishonesty, wilful or gross misconduct, violation of house rules, gross incompetence or persistent breach of any terms
of employment.

 

14.  Confidentiality

As you are employed in a very confidential
position, you shall not during the continuance of your employment except in the proper course of your duties as such divulge to
any person whomsoever, any trade secrets or manufacturing processes and shall use your best endeavours to prevent the publication
of or disclosure of any trade secrets or manufacturing processes or any information concerning the business or finance of the company
or any of its dealings, transactions or affairs which may come to your knowledge during or in the course of your employment and
shall not without the consent of the Company be concerned or interested directly or indirectly or be personally employed or engaged
in any capacity whatsoever other than the business of the Company.

 

You shall keep the secrets of the Company
gained during or in the course of your employment insofar such as secrets related to correspondence accounts, dealings, connections
and manufacturing processes or otherwise, and shall not divulge their knowledge of these matters during the period of employment
or after termination thereof for any reason whatsoever.

 

 

 

 

All Employees, family members and relatives
are not permitted to have a Distributor account to procure any form of incentives as it is a conflict of interest.

 

15.  Conflict of Duty and Non-Competition
Clause

You shall not, without the Company’s
prior written consent, during the continuance of your employment be engaged or interested either directly or indirectly in any
capacity in any trade, business or occupation or in any manner take part in, or lend your name, counsel or assistance to any person
in any capacity whatsoever for any purpose which would or could reasonably expected to be competitive with the business of the
company. You will not, either on your own account or in conjunction with or on behalf of any other person, firm, company or organization,
a) be engaged, concerned or interested directly or indirectly whether as principal, agent, shareholder, director, employee, partner,
or otherwise in carrying on any business; b) assist with technical advice to any person, firm, company organization engaged or
about to be engaged in any business c) solicit or entice away or attempt to solicit or entice away any member of the staff or customers
with in Singapore, Malaysia, Indonesia, Thailand, China and Vietnam or countries with vested interest, which is similar to or competing
with the business of the Company. This restriction applies during your employment term and is valid one (1) year after termination
of this Letter.

 

16.  Governing Law

This Letter is governed by the laws of Singapore. Violation
of this Letter, especially Clauses 14 and 15, will be subjected to legal action by the Company.

 

Signed by: Agreed by:
  30/3/2018
/s/ Eldee Tang /s/ Eldee Tang Wai Chong
Eldee Tang (Signature and Date)
CEO and Executive Director Employee’s Name: Eldee Tang Wai Chong
Noble Vici Pte Ltd. Employee’s NRIC No.: S7610434D

 

 

 

 

 

Exhibit 10.7

 

Employment Letter

 

This Letter has been set this date 29 March 2018, between
Noble Vici Pte Ltd (hereinafter referred to as “Employer” or “Company”) and Yip Sin Chi,

(hereinafter referred to as “Employee”).

 

WHEREBY IT IS AGREED as follows:

 

1.   Remuneration

1.1 Salary

The Employee will be employed at Noble
Vici Pte Ltd in the capacity of Chief Financial Officer, commencing on 1st April 2018. The Employer will pay the
Employee a monthly basic salary of Singapore Dollars Ten Thousand only (S$10,000.00). This position will be salaried under
the Noble Vici Pte Ltd.

 

1.2 Quarterly Bonus/Monthly Bonus(QB/MB)

There is no Annual Wage Supplement for
this position. The Employee will be entitled a maximum discretionary MB of Singapore Dollars Two Thousand only (S$2,000.00)
and a special QB based on KPI. The QB payout will be made 1 month after each quarter ended. For example, a QB payout will be
made on 31 July for achieving April, May, June i.e. Q1’s KPI. QB is not applicable for staffs who have resigned.

 

1.3 Benefits

The Employee shall be entitled to claim for relevant professional
membership fees and course fees up to a maximum of S$2,000.00 per calendar year, subject to approval.

 

1.4 Allowances

The Employee shall be entitled to a monthly fixed transport
allowance of S$800.00.

 

2.   Probation

The Employee will be on probation for three
(3) months and may be extended for a further period of up to two (2) months at the discretion of the Employer, during which two
(2) weeks termination notice must be given by either party without any reasons being assigned. Failing which, the Employer reserves
the right to deduct two (2) weeks’ salary from the Employee as compensation, vice versa towards the Employee.

 

3.   Confirmation

On completion of the period of probation
or any extended probation of employment, the Employee will be advised in writing that he/she is either confirmed in the employment
or that the employment is terminated on the last day of his/her probation period.

 

4. Overseas Business Travel

As part of the requirements of this position,
you are expected to travel overseas for business on short notices as directed by the Employer. All overseas business related travel
expenses will be reimbursed by the Employer.

 

5. Working Hours

While the office hours are 10:00
am to 7:00 pm from Mondays to Fridays, you are required to attend to your professional duties of Chief Financial Officer in
Singapore at all reasonable times necessary. The Employee is entitled to one (1) hour lunch between 12pm to 2pm.

 

6. Annual Leave

The Employee is entitled to 14 working
days of annual leave for every twelve (12) months of continuous service. There will be an increment of one (1) working day of annual
leave per year to a maximum of 21 working days of annual leave for every twelve (12) months of continuous service. Annual leave
has to be submitted two (2) weeks in advance for approval, otherwise the Management reserves the right to disapprove any leave
application. Unauthorized leave application may consider as unpaid leave. Course and exam leave shall be granted on a case by case
basis. Unconsumed leave can be carried forward to the next calendar year only but cannot be encashed.

 

 

 

 

7. Sick Leave

The employee will be entitled to paid sick leave not exceeding:

7.1. Fourteen (14) days in each year if no hospitalisation is
necessary;

7.2. Sixty (60) days (including the 14 days in 6.1) in each
year if hospitalisation is necessary.

 

The Employee is not entitled to any medical
or annual leave benefits during the period of probation. All confirmed Employees will be entitled to a maximum reimbursement of
S$30.00 per visit, up to a maximum S$120.00 per year. The employee will bear any excess cost. The Company reserves the right to
amend this clause when necessary.

 

8. Maternity Leave, Paternity Leave and
Childcare Leave

The Employee shall be entitled to Maternity
Leave or Paternity Leave (where applicable) and Childcare Leave as per recommendations and guidelines stipulated from time to time
by the Ministry of Manpower.

 

9. Compassionate Leave

Compassionate leave will be granted for a total of three (3)
working days in each event of death of spouse, parent, child, parent-in-law, sibling and grandparent.

 

10.  Marriage Leave

Employees who have completed probation
period, except those serving notice of resignation, are entitled to 3 working days marriage leave.

 

11.  Insurance

The Employer will insure and maintain insurance
under one or more approved policies with an insurer against any liability that he would incur to any workmen employed by him where
applicable under the Work Injury Compensation Act.

 

The Employee will also be covered under
Travel Insurance (where applicable) and Group Personal Accident Insurance. The Employer shall make additional contribution to the
Employee’s Medisave account via the Portable Medical Benefits Scheme.

 

12.  AWOL

The Employee must produce a valid Medical
Certificate from a Certified Doctor if he/she is genuinely unable to show up for work, unless he/she has been prior granted official
leave. Failure to do so would be considered as Absent Without Official Leave, where the Employer reserves the right to deduct from
the Employee’s salary the amount which is equivalent to the salary for those work day(s) of absence.

 

13.  Termination

If the Employee has been confirmed in his
employment, the Employee needs to provide a termination notice period of two (2) months. The Employer reserves the right to reduce
the termination period via offsetting outstanding annual leaves. The Employer may summarily terminate the employment of the Employee
in case of dishonesty, wilful or gross misconduct, violation of house rules, gross incompetence or persistent breach of any terms
of employment.

 

14.  Confidentiality

As you are employed in a very confidential
position, you shall not during the continuance of your employment except in the proper course of your duties as such divulge to
any person whomsoever, any trade secrets or manufacturing processes and shall use your best endeavours to prevent the publication
of or disclosure of any trade secrets or manufacturing processes or any information concerning the business or finance of the company
or any of its dealings, transactions or affairs which may come to your knowledge during or in the course of your employment and
shall not without the consent of the Company be concerned or interested directly or indirectly or be personally employed or engaged
in any capacity whatsoever other than the business of the Company.

 

You shall keep the secrets of the Company
gained during or in the course of your employment insofar such as secrets related to correspondence accounts, dealings, connections
and manufacturing processes or otherwise, and shall not divulge their knowledge of these matters during the period of employment
or after termination thereof for any reason whatsoever.

 

 

 

 

All Employees, family members and relatives
are not permitted to have a Distributor account to procure any form of incentives as it is a conflict of interest.

 

15.  Conflict of Duty and Non-Competition
Clause

You shall not, without the Company’s
prior written consent, during the continuance of your employment be engaged or interested either directly or indirectly in any
capacity in any trade, business or occupation or in any manner take part in, or lend your name, counsel or assistance to any person
in any capacity whatsoever for any purpose which would or could reasonably expected to be competitive with the business of the
company. You will not, either on your own account or in conjunction with or on behalf of any other person, firm, company or organization,
a) be engaged, concerned or interested directly or indirectly whether as principal, agent, shareholder, director, employee, partner,
or otherwise in carrying on any business; b) assist with technical advice to any person, firm, company organization engaged or
about to be engaged in any business c) solicit or entice away or attempt to solicit or entice away any member of the staff or customers
with in Singapore, Malaysia, Indonesia, Thailand, China and Vietnam or countries with vested interest, which is similar to or competing
with the business of the Company. This restriction applies during your employment term and is valid one (1) year after termination
of this Letter.

 

16.  Governing Law

This Letter is governed by the laws of Singapore. Violation
of this Letter, especially Clauses 14 and 15, will be subjected to legal action by the Company.

 

Signed by: Agreed by:
  30/3/2018
/s/ Eldee Tang /s/ Yip Sin Chi
Eldee Tang (Signature and Date)
CEO and Executive Director Employee’s Name: Yip SinChi
Noble Vici Pte Ltd. Employee’s NRIC No.: S7639178E

 

 

 

 

 

Exhibit 10.8

 

Employment Letter

 

This Letter has been set this date 29 March 2018, between
Noble Vici Pte Ltd (hereinafter referred to as “Employer” or “Company”) and Lim Yee Chuan,

(hereinafter referred to as “Employee”).