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:

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:

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:

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:

*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.

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.

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.

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:

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.

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:

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:

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:

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 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:

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:

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:

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:

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:

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:

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:

*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 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:

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.

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:

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.

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:

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.

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.

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:

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.

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:

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