Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 01, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Vitaxel Group Ltd | ||
Entity Central Index Key | 0001623590 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | true | ||
Amendment Description | Vitaxel Group Limited (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Original Form 10-K”), with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2019. The Company is filing this Amendment No. 1 to the Original Form 10-K (this “Form 10-K/A”) solely for the purpose of correcting a clerical error under ITEM 9A - Controls and Procedures, to disclose that the Company’s controls and procedures were effective in ensuring that:(i) information required to be disclosed by us in reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure. Pursuant to Rule 12b-15 under the Exchange Act, this Form 10-K/A also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, this Form 10-K/A includes the currently dated certifications as exhibits. No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosures in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-55685 | ||
Entity Public Float | $ 16,496,810 | ||
Entity Common Stock, Shares Outstanding | 54,087,903 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 1,004,397 | $ 691,199 |
Accounts receivable | 82 | |
Amount due from related parties | 4,928 | 136,010 |
Inventories | 32,585 | 28,525 |
Other receivables, prepayments and other current assets | 55,954 | 44,305 |
Total Current Assets | 1,097,946 | 900,039 |
Non-current assets | ||
Property and equipment, net | 141,730 | 231,058 |
Total Non-Current Assets | 141,730 | 231,058 |
TOTAL ASSETS | 1,239,676 | 1,131,097 |
CURRENT LIABILITIES | ||
Amounts due to related parties | 4,862,363 | 2,370,003 |
Commission payables | 138,118 | 152,871 |
Accounts payable | 10,414 | 31,406 |
Accruals and other payables | 381,514 | 492,813 |
Total current liabilities | 5,392,409 | 3,047,093 |
TOTAL LIABILITIES | 5,392,409 | 3,047,093 |
STOCKHOLDERS' EQUITY | ||
Preferred stock par value $0.0001:1,000,000 shares authorized; and 0 outstanding | ||
Common stock par value $0.0001: 70,000,000 shares authorized; 54,087,903 and 54,087,903 shares issued and outstanding, respectively | 5,409 | 5,409 |
Additional paid-in capital | 4,749,798 | 4,749,798 |
Accumulated deficit | (9,111,400) | (6,776,474) |
Accumulated other comprehensive income | 203,460 | 105,271 |
Total Stockholders' Equity | (4,152,733) | (1,915,996) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,239,676 | $ 1,131,097 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 70,000,000 | 70,000,000 |
Common stock, issued | 54,087,903 | 54,087,903 |
Common stock, outstanding | 54,087,903 | 54,087,903 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUE | $ 35,191 | $ 563,545 |
COST OF REVENUE | (12,636) | (112,559) |
GROSS PROFIT | 22,555 | 450,986 |
OPERATING EXPENSES | ||
Selling expense | (5,706) | (2,398) |
General and administrative expenses | (1,465,741) | (4,652,853) |
Total Operating Expenses | (1,471,447) | (4,655,251) |
LOSS FROM OPERATIONS | (1,448,892) | (4,204,265) |
OTHER INCOME/(EXPENSE), NET | ||
Management fee income | 240,000 | |
Other income | 1,346 | 66,980 |
Bad debts | (430,600) | |
Impairments | (612,056) | |
Other expense | (84,724) | (51) |
Total other income / (expense), net | (886,034) | 66,929 |
NET LOSS | (2,334,926) | (4,137,336) |
OTHER COMPREHENSIVE (LOSS) / INCOME | ||
Foreign currency translation adjustment | 98,189 | (121,668) |
TOTAL COMPREHENSIVE LOSS | $ (2,236,737) | $ (4,259,004) |
Weighted average number of common shares outstanding - basic and diluted | 54,087,903 | 54,087,903 |
Net loss per share - Basic and diluted | $ (0.04) | $ (0.08) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other comprehensive income (loss) | Total |
Balance, at beginning at Dec. 31, 2016 | $ 5,099 | $ 1,340,504 | $ (2,639,138) | $ 226,939 | $ (1,066,596) |
Balance, at beginning (in shares) at Dec. 31, 2016 | 50,987,250 | ||||
Equity incentive plan | $ 310 | 3,409,294 | 3,409,604 | ||
Equity incentive plan (in shares) | 3,100,290 | ||||
Effect from reverse stock split | |||||
Effect from reverse stock split (in shares) | 363 | ||||
Net loss | (4,137,336) | (4,137,336) | |||
Foreign currency translation adjustment | (121,668) | (121,668) | |||
Balance, at end at Dec. 31, 2017 | $ 5,409 | 4,749,798 | (6,776,474) | 105,271 | $ (1,915,996) |
Balance, at end (in shares) at Dec. 31, 2017 | 54,087,903 | 54,087,903 | |||
Net loss | (2,334,926) | $ (2,334,926) | |||
Foreign currency translation adjustment | 98,189 | 98,189 | |||
Balance, at end at Dec. 31, 2018 | $ 5,409 | $ 4,749,798 | $ (9,111,400) | $ 203,460 | $ (4,152,733) |
Balance, at end (in shares) at Dec. 31, 2018 | 54,087,903 | 54,087,903 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,334,926) | $ (4,137,336) |
Items not involving cash: | ||
Depreciation - property, plant and equipment | 51,594 | 28,234 |
Issuance of employee equity incentive plan | 3,409,604 | |
Impairment on long term investments | 612,056 | |
Impairment on amount due from related parties | 279,810 | |
Impairment on amount due from associate company | 150,790 | |
Property and equipment written off and disposal | 50,986 | |
Inventories written off | 829 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (82) | 1,944 |
Other receivables, prepayments and other current assets | (11,649) | (17,257) |
Inventories | (4,889) | 25,388 |
Amount due from related parties | (108,928) | |
Accounts Payable | (20,992) | 23,155 |
Commission payables | (14,753) | 36,956 |
Accrued expense and other payables | (111,299) | 46,326 |
Net cash used in from operating activities | (1,352,525) | (691,914) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Amount due from associated | (47,766) | |
Purchase of long term investments | (629,151) | |
Purchase of property, plant and equipment | (13,252) | (64,623) |
Net cash used in investing activities | (690,169) | (64,623) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from directors | (40,491) | 5,427 |
Proceeds from related parties | 2,417,635 | 1,281,248 |
Net cash provided by financing activities | 2,377,144 | 1,286,675 |
EFFECT OF EXCHANGE RATES ON CASH | (21,252) | 55,629 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 313,198 | 585,767 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 691,199 | 105,432 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 1,004,397 | 691,199 |
SUPPLEMENTAL OF CASH FLOW INFORMATION | ||
Cash paid for interest expenses | ||
Cash paid for income tax |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Vitaxel Group Limited (the “Company”), incorporated in Nevada, is engaged in direct selling industry and online shopping platform primarily through its operating entities in Malaysia. Vitaxel SDN BHD (“Vitaxel SB”), was incorporated in Malaysia on August 10, 2012. The Company is primarily engaged in the direct selling industry utilizing a multi-level marketing model with an emphasis on travel, entertainment and lifestyle products and services. Vitaxel Online Mall SDN BHD (“Vionmall”), was incorporated in Malaysia on September 22, 2015. The Company is primarily in developing online shopping platforms geared to Vitaxel and its members and the third-party suppliers of products and services. Vitaxel Singapore PTE. Ltd. (“Vitaxel Singapore”) was incorporated in Singapore on February 16, 2016. This subsidiary was disposed on August 21, 2017. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. Principles of Consolidation The audited consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, all intercompany balances and transactions are eliminated. The Company owns 100% interest in both of its subsidiaries, Vitaxel Sdn Bdn. and Vitaxel Online Mall Sdn. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant areas of estimate include useful lives of property and equipment, impairment of long-term assets and deferred income tax obligations. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Foreign currency translation and transactions The functional currency of the Company is the Malaysian Ringgit (“MYR”) and reporting currency of the Company is United States Dollar (“USD”). The financial statements of the Company are translated into USD using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased. Accounts receivable Accounts receivable are recognized and carried at original invoiced amount less an allowance for any potential uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. The Company generally does not require collateral from its customers. For the year ended December 31, 2018 and 2017, the Company did not write off any accounts receivable as bad debts. The Company has provided an impairment on the amount due from HWGG of $279,810 and an impairment of $150,790 on the amount due from Vitaxel Thailand Co. Ltd. Fair value of financial instruments FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy: Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of December 31, 2018 and 2017, none of the Company’s assets and liabilities was required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, accounts receivables, payables and accrued liabilities, approximate their fair values due to the short-term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented. Inventories Inventories consist of finished goods. Inventories are stated at lower of cost or net realizable value, with cost determined on a weighted-average method, and not to exceed net realizable value. The Company writes down its inventory balances for obsolete amounts estimated on an individual basis for the finished goods. For the year ended December 31, 2018 and 2017, the Company written down $829 and $0 respectively, of its inventories that have been obsolete. Long-term investment The Company’s interests in associated companies are accounted for under equity method under U.S. GAAP. Under the equity method, if the Company’s share of losses of an associated company equals or exceeds the amount of investment plus advances made by the Company, the Company ordinarily discontinues including its share of losses and the investment is reported at nil value. If the associated company subsequently reports net income, the Company will resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Property and equipment, net Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 10 years Computer equipment 5 years Furniture and fixtures 10 years Electrical & fitting 10 years Motor vehicle 10 years Software and website 5 years Leasehold improvement 10 years The residual values, useful lives and methods of depreciation of property and equipment are reviewed and adjusted if appropriate, on an annual basis. During the financial year ended December 31, 2018, the Company has revised the estimated useful of Computer equipment and Software and website from 10 years to 5 years. Revenue recognition Effective January 1, 2018, the Company recognizes revenue pursuant to FASB Accounting Standards Codification 606 (“ASC 606”) Revenue from Contracts with Customers , the standard applies five step model (i) The standard applies to a company’s contracts with customers (ii) The unit of account for revenue recognition under the new standard is a performance obligation (a good or service) and the performance obligations will be accounted for separately if they are distinct (iii) The transaction price is determined based on the amount of consideration that a company expects to be entitled to from a customer (iv) The transaction price is allocated to all the separate performance obligations in an arrangement, and (v) Revenue will be recognized when an entity satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or over time. Product sales − The Company recognizes revenue when it satisfies each performance obligation by transferring control of the goods to the independent members or purchasers of the products. Product sales are recognized net of product returns, discounts and taxes. A reserve for product returns is accrued based on historical experience. There was no deferred revenue accrued as of December 31, 2018 and 2017. Membership fee − The Company recognizes the membership fee revenue over the term of the membership, which is 12 months. The revenue will not be recognized until the 10 days cooling-off period is expired. For the year ended December 31, 2018 and 2017, all membership fees were waived by the Company for promotion purpose, except for only 2 renewal fees totaling to $30 recognized in current year. ASC was adopted January 1, 2018 and applied using the partial retrospective method. There was no impact from the adoption of ASC 606 on the Company’s accounting for revenue. Commission expense Commission expense incurred by the Company is recognized as cost of revenue and as a liability (commission payable in the consolidated balance sheet. Commission expense is not recoverable once recognized and is expensed as incurred. Income Taxes Income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. U.S. Corporate Income Tax The Company is subject to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. See Note 8 – Income Tax. To the extent that portions of its U.S. taxable income, such as Subpart F income or global intangible low-taxed income (“GILTI”), are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law. Uncertain Tax Positions The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes are classified as a component of the provisions for income taxes. The Company did not recognize any income tax due to uncertain tax positions or incur any interest and penalties related to potential underpaid income tax expense as of December 31, 2018 and 2017. Comprehensive loss Comprehensive loss includes net loss and cumulative foreign currency translation adjustments and is reported in the Combined Statement of Comprehensive Loss. Loss per share The loss per share is computed using the weighted average number of shares outstanding during the fiscal years. For the years ended December 31, 2018 and 2017, there was no dilutive effect due to net loss. Related party transactions The Company follows subtopic 850-10 of the FASB Accounting Standards Codification 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 registrant; (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 profit-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 financial statements 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 financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) 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 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) amounts 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. Recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance. On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The adoption of this guidance had no impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities and Exchange Commission (“SEC”) did not, or are not believed by management, to have a material impact on the Company’s present and future consolidated financial statements. Reclassification: |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3. GOING CONCERN These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. For the year ended December 31, 2018, the Company reported a net loss of $2,334,926 and working capital deficit of $4,294,463. The Company had an accumulated deficit of $9,111,400 as of December 31, 2018. The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern. |
OTHER RECEIVABLES, PREPAYMENTS
OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENTASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Other Receivables And Other Assets | |
OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENTASSETS | 4. OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENTASSETS Other receivables, prepayments and other current assets consist of the following: As of December 31, 2018 As of December 31, 2017 Deposits (1) $ 47,161 $ 11,157 Prepayments (2) 8,555 1,679 Others (3) 238 31,469 $ 55,954 $ 44,305 (1) Deposits represented payments for rental, utilities, construction funds to government department and deposit payment to product suppliers. (2) Prepayments mainly consists of prepayment for insurance and IT related fees. (3) Others mainly consists other miscellaneous payments |
LONG-TERM INVESTMENT
LONG-TERM INVESTMENT | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
LONG-TERM INVESTMENT | 5. LONG-TERM INVESTMENT As of December 31, 2018 As of December 31, 2017 Investment in associated companies Vitaxel Corporation Thailand Co., Ltd (1) Cost $ 27,539 $ 27,539 Share of loss in investment in an associated company (25,716 ) (25,716 ) Foreign currency translation adjustment (1,823 ) (1,823 ) Total investment in associated companies — $ — Other long-term investments Ho Wah Genting Group Ltd (2) Cost $ 629,151 $ — Impairment on carrying amount (612,056 ) — Foreign currency translation adjustment 17,095 — Total other long-term investments $ — $ — Total Long-Term Investments $ — $ — (1) On April 20, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registered in Thailand, and holds 47.99% shares of it. The long-term investment is accounted using the equity method. The Company entered into a Sale and Purchase Agreement dated July 2, 2018 to sell all the total and outstanding shares of Vitaxel Corporation Thailand Co. Ltd. for total proceeds of $10,000. The disposal has been completed as of the date of this report. As of December 31, 2018, the Company has provided impairment on the amount due from Vitaxel Corporation Thailand Co., Ltd of $150,535. (2) During the year ended December 31, 2018, the Company acquired 7,663,246 shares of common stock of Ho Wah Genting Group Limited (“HWGG”), which is listed on the U.S. OTC (Pink) Market (stock code: HWGG), for consideration of MYR2,466,993 or US$629,151 from certain shareholders of HWGG. This resulted in ownership by the Company of approximately 1.53% of HWGG The President of the Company, Dato’ Lim Hui Boon, is also the President of HWGG. In the absence of active market participants and liquidity for HWGG stock based on the review of the trading history of this stock, management concluded that there is no active market for the stock. There is significant doubt about HWGG’s ability to continue as a going concern and thus the management deemed that the stock has no readily determinable fair value. As of December 31, 2018, the Company has provided impairment of $612,056 investment of HWGG. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT Property and equipment, net consist of the following: As of December 31, 2018 As of December 31, 2017 Office equipment $ 36,163 $ 36,471 Computer equipment 72,123 102,862 Furniture and fittings 7,557 7,978 Electrical & fitting — 375 Motor vehicle — 16,983 Software and website 12,757 11,580 Renovations 103,038 108,860 231,638 285,109 Less: Accumulated depreciation (89,908 ) (54,051 ) Balance at end of year $ 141,730 $ 231,058 Depreciation expenses charged to the statements of loss and comprehensive loss for the years ended December 31, 2018 and 2017 were $51,594 and $28,234 respectively. |
ACCRUALS AND OTHER PAYABLES
ACCRUALS AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUALS AND OTHER PAYABLES | 7. ACCRUALS AND OTHER PAYABLES Accruals and other payables consist of the following: As of December 31, 2018 As of December 31, 2017 Provisions and accruals $ 67,989 $ 148,326 Others (1) 313,525 344,487 Balance at end of year $ 381,514 $ 492,813 (1) Other payables mainly consist of members allocated redemption points and commission payable. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
INCOME TAX | 8. INCOME TAX Income taxes consisted of Malaysia income tax and U.S. income tax. Malaysia income tax rate is 24% (2017: 24%) and United States of America income tax rate is 21% (2017: 34%). A reconciliation of income taxes at statutory rates is as follows: For the year ended December 31, 2018 December 31, 2017 Loss before income tax $ (2,334,926 ) $ (4,137,336 ) Statutory rate 21 % 34 % Expected income tax recovery $ (490,000 ) $ (1,407,000 ) Permanent difference 179,000 1,169,000 Effect of change in tax rate 45,000 — Change in valuation allowance 266,000 238,000 Income tax recovery $ — $ — Deferred tax assets are as follows: For the year ended December 31, 2018 December 31, 2017 Non-capital loss carry-forwards $ 761,000 $ 522,000 Property and equipment — (27,000 ) 761,000 495,000 Unrecognized deferred tax assets (761,000 ) (495,000 ) Current tax expenses $ — $ — Total loss carryforwards is $899,994 for U.S and $2,382,090 for Malaysia. |
RELATED PARTIES TRANSCTIONS
RELATED PARTIES TRANSCTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES TRANSCTIONS | 9. RELATED PARTY TRANSACTIONS As of December 31, 2018 As of December 31, 2017 Amount due from related parties Ho Wah Genting Berhad (1) $ 4,928 $ — Ho Wah Genting Group Sdn Berhad (2) — 18,149 Beedo Sdn Bhd (3) — 14,837 Balance at end of year $ 4,928 $ 32,986 Amount of due from an associated company Vitaxel Corporation (Thailand) Limited (4) $ — $ 103,024 Balance at end of year — 103,024 Total Amount due from related parties $ 4,928 $ 136,010 Amount of due to related parties Dato’ Lim Hui Boon (5) $ — $ 40,491 Ho Wah Genting Holiday Sdn Bhd (6) 170 1,703 Genting Highlands Taxi Services Sdn Bhd (7) — 11,820 VSpark Malaysia Sdn Bhd (8) — 4,967 Grande Legacy Inc. (9) 4,862,193 2,311,022 Balance at end of year 4,862,363 2,370,003 Total Amount due to related parties $ 4,862,363 $ 2,370,003 The related parties balances are unsecured, interest-free and repayable on demand. (1) The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Berhad (“HWGB”), a company listed in Bursa Malaysia Main Market. The Company recognized rent expenses of $20,840 (2017 - $19,261) to HWGB during the years ended December 31, 2018 and 2017. The Company has a lease commitment under an operating lease for its corporate office facility with HWGB. The lease expires by December 31, 2019 and the remaining commitment as at December 31, 2018 is $20,840. (2) The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad (“HWGGSB”), a subsidiary of HWGG. (3) The President of the Company, Dato’ Lim Hui Boon, is a major shareholder of Beedo Sdn Bhd, holding 51% of share interest. The Company recognized website maintenance expenses of $nil (2017 - $32,102) to Beedo Sdn Bhd during the years ended December 31, 2018 and 2017. (4) The Company recognized product sales of $nil (2017 - $455,361) to an associated company, Vitaxel Corp. (Thailand) Limited during the year ended December 31, 2018 and 2017. (5) The amount due to the President of the Company, Dato’ Lim Hui Boon, as at December 31, 2017 were advances made to the Company. (6) A former director of the Company, Lim Chun Hoo, is also a director of Ho Wah Genting Holiday Sdn Bhd. On March 31, 2017, Lim Chun Hoo has resigned from the Company. (7) A director of the Company, Lim Wee Kiat, is also a director of Genting Highlands Taxi Services Sdn Bhd and of Vitaxel Sdn Bhd. (8) A director of a subsidiary (Vitaxel Online Mall Sdn Bhd), Liew Jenn Lim, is also a director of VSpark Malaysia Sdn Bhd. The Company has engaged with VSpark Malaysia Sdn Bhd for marketing purposes. The Company also recognize product sales of $nil and $300 to VSpark Malaysia Sdn Bhd during the years ended December 31, 2018 and December 31, 2017 respectively. (9) A director of the Company, Leong Yee Ming, is also a director of Grande Legacy Inc. On January 5, 2017, the Company executed a license agreement with Grande Legacy Inc (“GL”). The agreement grants GL exclusive use of Vitaxel Marks to operate a Vitaxel business in countries other than Malaysia, Singapore and Thailand. However, GL is still in the process of obtaining online payment gateway for its credit card sales, GL is currently engaging Vitaxel SB to collect credit card sales proceeds on behalf. On July 1, 2018, the Company signed an amendment to licensing agreement with GL, providing the revised terms of royalty payment. GL shall pay the Company royalty equal to 55% of net profits on a quarterly basis, commencing July 1, 2018. During the year ended December 31, 2018, the Company recognized $nil royalty income due GL incurring losses for the six months ended December 31, 2018. On July 1, 2018, Vitaxel SB has entered into a management and administrative services agreement with GL. The agreement is to provide certain management and administrative support services for the operation of GL. For these services, Vitaxel SB shall charge a monthly management fee of $40,000 to GL. The Company recognized management fee income of $240,000 charged to GL for the year ended December 31, 2018. (10) Total payment made in the form of compensation, which includes salary, bonus, stock awards and all other compensation have been made to the following: As of December 31, 2018 As of December 31, 2017 Dato’ Lim Hui Boon $ 230,000 $ 1,146,531 Lim Wee Kiat 65,158 1,171,732 Leong Yee Ming 50,612 1,156,767 Balance at end of year $ 345,770 $ 3,475,030 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTIGENCIES Capital Commitments As of December 31, 2018, and 2017, Company has no capital commitments. Operation Commitments The total future minimum lease payments under the non-cancellable operating lease with respect to the office and the dormitory, as well as hardware trading platform as of December 31, 2018 are payable as follows: 2019 59,047 Total $ 59,047 Rental expense of the Company was $95,364 and $77,010 for the years ended December 31, 2018 and 2017, respectively. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
VITAXEL GROUP LIMITED SHAREHOLDERS' EQUITY | 11. SHAREHOLDERS’ EQUITY The Company has 1,000,000 shares authorized for preferred stock, with 0 outstanding during the year ended December 31, 2018 and 2017. The Company also has 70,000,000 shares authorized for common stock, with 54,087,903 outstanding during the year December 31, 2018 and 2017. Reverse Stock split On May 25, 2017, the Board of Directors of the Company authorized and approved an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation, which authorized a one hundred-to-one reverse stock split (the “Reverse Split”) of Vitaxel’s outstanding common stock, par value $0.000001 per share, with a record date of June 12, 2017 (the “Record Date”). As of the effective date of the Reverse Split, every 100 outstanding shares of the Company’s common stock automatically became one share of common stock. The Company’s authorized shares of common stock were reduced in proportion to the reverse split ratio, from 7,000,000,000 shares of authorized common stock prior to the effective date to 70,000,000 shares of authorized common stock on the effective date, and from 100,000,000 shares of authorized preferred stock prior to the effective date to 1,000,000 shares of authorized preferred stock on the effective date. Additionally, as part of the Reverse Split, the par value of both the Company’s common stock and its preferred stock was increased from $0.000001 per share to $0.0001 per share. Immediately prior to the Reverse Split the Company had 5,408,754,000 common shares issued and outstanding and had approximately 54,087,540 common shares issued and outstanding immediately after the Reverse Split. On May 30, 2017, the Board of Directors of the Company authorized and approved a related increase in the par value of Vitaxel common stock from $0.000001 to $0.0001. On June 13, 2017, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Reverse Split at the open of business on June 15, 2017. Equity Compensation Plans On January 18, 2016, our board of directors adopted, and on the same date, our stockholders holding a majority of our outstanding shares of Common Stock approved, the 2016 Equity Incentive Plan (“2016 Plan”), which reserves a total of 10,000,000 shares of our Common Stock for issuance under the 2016 Plan. In December 2017, the Board of Directors of the Company increased the number of shares under the 2016 Plan to 40,000,000 shares. During the year ended December 31, 2017, the Company has issued 3,100,290 shares of non-restricted stock under the 2016 Plan and recognized $3,409,604 stock based compensation. |
PROPOSED TRANSACTIONS
PROPOSED TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
PROPOSED TRANSACTIONS | 12. PROPOSED TRANSACTIONS The Company entered into a Share Sale Agreement (the “Agreement”) effective December 15, 2017 with Lim Hui Sing and Leong Yee Ming (together, the “Sellers”) and Vitaxel SB (the “Purchaser”), as previously described in the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2017 as amended on January 3, 2018 and June 11, 2018. Pursuant to the terms of the Agreement, the Sellers will sell to the Purchaser all their shares in GL, a British Virgin Islands company, resulting in the Company becoming the indirect owner of all of the issued and outstanding shares of the capital stock of GL. In consideration for such sale, the Company agreed to issue to the Sellers an aggregate of 75,000,000 shares of the Company. On January 3, 2018 the parties to the Agreement executed and delivered an amendment (the “Amendment”) to the Agreement which provided that the acquisition of GL shall close upon satisfaction of both of the following conditions: i. The completion of the financial statements of GL being audited; and ii. The issuance of 75,000,000 shares of the Company to the Sellers within 30 days of the Company obtaining shareholder approval of the amendment to the Articles of Incorporation of the Company for increasing the amount of authorized shares. On September 21, 2018, the Company received legal letter from the shareholders of GL to terminate the acquisition agreement and alleging that the Company exceeded its time to satisfy said conditions, which were to be completed by June 15, 2018. On December 5, 2018, the Company entered into a termination and release agreement with GL in relation to the above termination, without any claims from either party. Notwithstanding the mention termination of acquisition, the License Agreement and Management and Administrative Services Agreement entered into by the Company and GL on January 5, 2017 and July 1, 2018 are still in full force and effect. On January 1, 2019, the Company signed an amendment to licensing agreement with GL, providing the revised terms of royalty payment. GL shall pay the Company royalty equal to 4% of revenue on a quarterly basis, commencing January 1, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. |
Principles of Consolidation | Principles of Consolidation The audited consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, all intercompany balances and transactions are eliminated. The Company owns 100% interest in both of its subsidiaries, Vitaxel Sdn Bdn and Vitaxel Online Mall Sdn. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant areas of estimate include useful lives of property and equipment, impairment of long-term assets and deferred income tax obligations. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Foreign currency translation and transactions | Foreign currency translation and transactions The functional currency of the Company is the Malaysian Ringgit (“MYR”) and reporting currency of the Company is United States Dollar (“USD”). The financial statements of the Company are translated into USD using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased. |
Accounts receivable | Accounts receivable Accounts receivable are recognized and carried at original invoiced amount less an allowance for any potential uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. The Company generally does not require collateral from its customers. For the year ended December 31, 2018 and 2017, the Company did not write off any accounts receivable as bad debts. The Company has provided an impairment on the amount due from HWGG of $279,810 and an impairment of $150,790 on the amount due from Vitaxel Thailand Co. Ltd. |
Fair value of financial instruments | Fair value of financial instruments FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy: Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of December 31, 2018 and 2017, none of the Company’s assets and liabilities was required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, accounts receivables, payables and accrued liabilities, approximate their fair values due to the short-term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented. |
Inventories | Inventories Inventories consist of finished goods. Inventories are stated at lower of cost or net realizable value, with cost determined on a weighted-average method, and not to exceed net realizable value. The Company writes down its inventory balances for obsolete amounts estimated on an individual basis for the finished goods. For the year ended December 31, 2018 and 2017, the Company written down $829 and $0 respectively, of its inventories that have been obsolete. |
Long-term investment | Long-term investment The Company’s interests in associated companies are accounted for under equity method under U.S. GAAP. Under the equity method, if the Company’s share of losses of an associated company equals or exceeds the amount of investment plus advances made by the Company, the Company ordinarily discontinues including its share of losses and the investment is reported at nil value. If the associated company subsequently reports net income, the Company will resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. |
Property, plant and equipment, net | Property and equipment, net Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 10 years Computer equipment 5 years Furniture and fixtures 10 years Electrical & fitting 10 years Motor vehicle 10 years Software and website 5 years Leasehold improvement 10 years The residual values, useful lives and methods of depreciation of property and equipment are reviewed and adjusted if appropriate, on an annual basis. During the financial year ended December 31, 2018, the Company has revised the estimated useful of Computer equipment and Software and website from 10 years to 5 years. |
Revenue recognition | Revenue recognition Effective January 1, 2018, the Company recognizes revenue pursuant to FASB Accounting Standards Codification 606 (“ASC 606”) Revenue from Contracts with Customers , the standard applies five step model (i) The standard applies to a company’s contracts with customers (ii) The unit of account for revenue recognition under the new standard is a performance obligation (a good or service) and the performance obligations will be accounted for separately if they are distinct (iii) The transaction price is determined based on the amount of consideration that a company expects to be entitled to from a customer (iv) The transaction price is allocated to all the separate performance obligations in an arrangement, and (v) Revenue will be recognized when an entity satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or over time. Product sales − The Company recognizes revenue when it satisfies each performance obligation by transferring control of the goods to the independent members or purchasers of the products. Product sales are recognized net of product returns, discounts and taxes. A reserve for product returns is accrued based on historical experience. There was no deferred revenue accrued as of December 31, 2018 and 2017. Membership fee − The Company recognizes the membership fee revenue over the term of the membership, which is 12 months. The revenue will not be recognized until the 10 days cooling-off period is expired. For the year ended December 31, 2018 and 2017, all membership fees were waived by the Company for promotion purpose, except for only 2 renewal fees totaling to $30 recognized in current year. ASC was adopted January 1, 2018 and applied using the partial retrospective method. There was no impact from the adoption of ASC 606 on the Company’s accounting for revenue. |
Commission expense | Commission expense Commission expense incurred by the Company is recognized as cost of revenue and as a liability (commission payable in the consolidated balance sheet. Commission expense is not recoverable once recognized and is expensed as incurred. |
Income taxes | Income Taxes Income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. |
U.S. Corporate Income Tax | U.S. Corporate Income Tax The Company is subject to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. See Note 8 – Income Tax. To the extent that portions of its U.S. taxable income, such as Subpart F income or global intangible low-taxed income (“GILTI”), are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law. |
Uncertain Tax Positions | Uncertain Tax Positions The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes are classified as a component of the provisions for income taxes. The Company did not recognize any income tax due to uncertain tax positions or incur any interest and penalties related to potential underpaid income tax expense as of December 31, 2018 and 2017. |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net loss and cumulative foreign currency translation adjustments and is reported in the Combined Statement of Comprehensive Loss. |
Loss per share | Loss per share The loss per share is computed using the weighted average number of shares outstanding during the fiscal years. For the years ended December 31, 2018 and 2017, there was no dilutive effect due to net loss. |
Related party transactions | Related party transactions The Company follows subtopic 850-10 of the FASB Accounting Standards Codification 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 registrant; (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 profit-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 financial statements 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 financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) 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 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) amounts 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. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance. On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The adoption of this guidance had no impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities and Exchange Commission (“SEC”) did not, or are not believed by management, to have a material impact on the Company’s present and future consolidated financial statements. |
Reclassification | Reclassification: |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of property, plant and equipment estimated useful lives | Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Office equipment 10 years Computer equipment 5 years Furniture and fixtures 10 years Electrical & fitting 10 years Motor vehicle 10 years Software and website 5 years Leasehold improvement 10 years |
OTHER RECEIVABLES, PREPAYMENT_2
OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENTASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Receivables And Other Assets | |
Schedule of other receivables and other assets | Other receivables, prepayments and other current assets consist of the following: As of December 31, 2018 As of December 31, 2017 Deposits (1) $ 47,161 $ 11,157 Prepayments (2) 8,555 1,679 Others (3) 238 31,469 $ 55,954 $ 44,305 (1) Deposits represented payments for rental, utilities, construction funds to government department and deposit payment to product suppliers. (2) Prepayments mainly consists of prepayment for insurance and IT related fees. (3) Others mainly consists other miscellaneous payments |
LONG-TERM INVESTMENT (Tables)
LONG-TERM INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of long-term investment | As of December 31, 2018 As of December 31, 2017 Investment in associated companies Vitaxel Corporation Thailand Co., Ltd (1) Cost $ 27,539 $ 27,539 Share of loss in investment in an associated company (25,716 ) (25,716 ) Foreign currency translation adjustment (1,823 ) (1,823 ) Total investment in associated companies — $ — Other long-term investments Ho Wah Genting Group Ltd (2) Cost $ 629,151 $ — Impairment on carrying amount (612,056 ) — Foreign currency translation adjustment 17,095 — Total other long-term investments $ — $ — Total Long-Term Investments $ — $ — (1) On April 20, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registered in Thailand, and holds 47.99% shares of it. The long-term investment is accounted using the equity method. The Company entered into a Sale and Purchase Agreement dated July 2, 2018 to sell all the total and outstanding shares of Vitaxel Corporation Thailand Co. Ltd. for total proceeds of $10,000. The disposal has been completed as of the date of this report. As of December 31, 2018, the Company has provided impairment on the amount due from Vitaxel Corporation Thailand Co., Ltd of $150,535. (2) During the year ended December 31, 2018, the Company acquired 7,663,246 shares of common stock of Ho Wah Genting Group Limited (“HWGG”), which is listed on the U.S. OTC (Pink) Market (stock code: HWGG), for consideration of MYR2,466,993 or US$629,151 from certain shareholders of HWGG. This resulted in ownership by the Company of approximately 1.53% of HWGG |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of property, plant and equipment, net | Property and equipment, net consist of the following: As of December 31, 2018 As of December 31, 2017 Office equipment $ 36,163 $ 36,471 Computer equipment 72,123 102,862 Furniture and fittings 7,557 7,978 Electrical & fitting — 375 Motor vehicle — 16,983 Software and website 12,757 11,580 Renovations 103,038 108,860 231,638 285,109 Less: Accumulated depreciation (89,908 ) (54,051 ) Balance at end of year $ 141,730 $ 231,058 |
ACCRUALS AND OTHER PAYABLES (Ta
ACCRUALS AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accruals and other payables | Accruals and other payables consist of the following: As of December 31, 2018 As of December 31, 2017 Provisions and accruals $ 67,989 $ 148,326 Others (1) 313,525 344,487 Balance at end of year $ 381,514 $ 492,813 (1) Other payables mainly consist of members allocated redemption points and commission payable. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at statutory rates is as follows: For the year ended December 31, 2018 December 31, 2017 Loss before income tax $ (2,334,926 ) $ (4,137,336 ) Statutory rate 21 % 34 % Expected income tax recovery $ (490,000 ) $ (1,407,000 ) Permanent difference 179,000 1,169,000 Effect of change in tax rate 45,000 — Change in valuation allowance 266,000 238,000 Income tax recovery $ — $ — |
Schedule of Deferred Tax Assets | Deferred tax assets are as follows: For the year ended December 31, 2018 December 31, 2017 Non-capital loss carry-forwards $ 761,000 $ 522,000 Property and equipment — (27,000 ) 761,000 495,000 Unrecognized deferred tax assets (761,000 ) (495,000 ) Current tax expenses $ — $ — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | As of December 31, 2018 As of December 31, 2017 Amount due from related parties Ho Wah Genting Berhad (1) $ 4,928 $ — Ho Wah Genting Group Sdn Berhad (2) — 18,149 Beedo Sdn Bhd (3) — 14,837 Balance at end of year $ 4,928 $ 32,986 Amount of due from an associated company Vitaxel Corporation (Thailand) Limited (4) $ — $ 103,024 Balance at end of year — 103,024 Total Amount due from related parties $ 4,928 $ 136,010 Amount of due to related parties Dato’ Lim Hui Boon (5) $ — $ 40,491 Ho Wah Genting Holiday Sdn Bhd (6) 170 1,703 Genting Highlands Taxi Services Sdn Bhd (7) — 11,820 VSpark Malaysia Sdn Bhd (8) — 4,967 Grande Legacy Inc. (9) 4,862,193 2,311,022 Balance at end of year 4,862,363 2,370,003 Total Amount due to related parties $ 4,862,363 $ 2,370,003 The related parties balances are unsecured, interest-free and repayable on demand. (1) The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Berhad (“HWGB”), a company listed in Bursa Malaysia Main Market. The Company recognized rent expenses of $20,840 (2017 - $19,261) to HWGB during the years ended December 31, 2018 and 2017. The Company has a lease commitment under an operating lease for its corporate office facility with HWGB. The lease expires by December 31, 2019 and the remaining commitment as at December 31, 2018 is $20,840. (2) The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad (“HWGGSB”), a subsidiary of HWGG. (3) The President of the Company, Dato’ Lim Hui Boon, is a major shareholder of Beedo Sdn Bhd, holding 51% of share interest. The Company recognized website maintenance expenses of $nil (2017 - $32,102) to Beedo Sdn Bhd during the years ended December 31, 2018 and 2017. (4) The Company recognized product sales of $nil (2017 - $455,361) to an associated company, Vitaxel Corp. (Thailand) Limited during the year ended December 31, 2018 and 2017. (5) The amount due to the President of the Company, Dato’ Lim Hui Boon, as at December 31, 2017 were advances made to the Company. (6) A former director of the Company, Lim Chun Hoo, is also a director of Ho Wah Genting Holiday Sdn Bhd. On March 31, 2017, Lim Chun Hoo has resigned from the Company. (7) A director of the Company, Lim Wee Kiat, is also a director of Genting Highlands Taxi Services Sdn Bhd and of Vitaxel Sdn Bhd. (8) A director of a subsidiary (Vitaxel Online Mall Sdn Bhd), Liew Jenn Lim, is also a director of VSpark Malaysia Sdn Bhd. The Company has engaged with VSpark Malaysia Sdn Bhd for marketing purposes. The Company also recognize product sales of $nil and $300 to VSpark Malaysia Sdn Bhd during the years ended December 31, 2018 and December 31, 2017 respectively. (9) A director of the Company, Leong Yee Ming, is also a director of Grande Legacy Inc. On January 5, 2017, the Company executed a license agreement with Grande Legacy Inc (“GL”). The agreement grants GL exclusive use of Vitaxel Marks to operate a Vitaxel business in countries other than Malaysia, Singapore and Thailand. However, GL is still in the process of obtaining online payment gateway for its credit card sales, GL is currently engaging Vitaxel SB to collect credit card sales proceeds on behalf. On July 1, 2018, the Company signed an amendment to licensing agreement with GL, providing the revised terms of royalty payment. GL shall pay the Company royalty equal to 55% of net profits on a quarterly basis, commencing July 1, 2018. During the year ended December 31, 2018, the Company recognized $nil royalty income due GL incurring losses for the six months ended December 31, 2018. On July 1, 2018, Vitaxel SB has entered into a management and administrative services agreement with GL. The agreement is to provide certain management and administrative support services for the operation of GL. For these services, Vitaxel SB shall charge a monthly management fee of $40,000 to GL. The Company recognized management fee income of $240,000 charged to GL for the year ended December 31, 2018. (10) Total payment made in the form of compensation, which includes salary, bonus, stock awards and all other compensation have been made to the following: As of December 31, 2018 As of December 31, 2017 Dato’ Lim Hui Boon $ 230,000 $ 1,146,531 Lim Wee Kiat 65,158 1,171,732 Leong Yee Ming 50,612 1,156,767 Balance at end of year $ 345,770 $ 3,475,030 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments under the non-cancellable operating lease | The total future minimum lease payments under the non-cancellable operating lease with respect to the office and the dormitory, as well as hardware trading platform as of December 31, 2018 are payable as follows: 2019 59,047 Total $ 59,047 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Vitaxel SDN BHD [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Date of incorporation | Aug. 10, 2012 |
State of incorporation | Malaysia |
Vitaxel Online Mall SDN BHD [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Date of incorporation | Sep. 22, 2015 |
State of incorporation | Malaysia |
Vitaxel Singapore PTE. Ltd [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Date of incorporation | Feb. 16, 2016 |
State of incorporation | Singapore |
Disposition date | Aug. 21, 2017 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P10Y |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P5Y |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P10Y |
Electrical and Fitting [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P10Y |
Motor Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P10Y |
Software and Website [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P5Y |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P10Y |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Inventories written down | $ 829 | |
Dilutive shares | 0 | 0 |
Impairment on amount due from related parties | $ 279,810 | |
Impairment on amount due from associate company | 150,790 | |
Renewal fees | $ 30 | |
Statutory U.S. federal corporate income tax rate | 21.00% | 35.00% |
Interest and penalties | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Loss | $ (2,334,926) | $ (4,137,336) |
Working capital deficit | (4,294,463) | |
Accumulated deficit | $ (9,111,400) | $ (6,776,474) |
OTHER RECEIVABLES, PREPAYMENT_3
OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Receivables Prepayments And Other Current Assets | |||
Deposits | [1] | $ 47,161 | $ 11,157 |
Prepayments | [2] | 8,555 | 1,679 |
Others | [3] | 238 | 31,469 |
Total other receivables, prepayments and other current assets | $ 55,954 | $ 44,305 | |
[1] | Deposits represented payments for rental, utilities, construction funds to government department and deposit payment to product suppliers. | ||
[2] | Prepayments mainly consists of prepayment for insurance and IT related fees. | ||
[3] | Others mainly consists other miscellaneous payments |
LONG-TERM INVESTMENT (Details)
LONG-TERM INVESTMENT (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Apr. 20, 2016 | ||||
Impairment on carrying amount | $ 612,056 | |||||
Vitaxel Corp Thailand, Ltd [Member] [Default Label] | ||||||
Long-term investment - cost | 27,539 | [1] | 27,539 | [1] | $ 27,539 | |
Share of loss in investment in an associated company | (25,716) | (25,716) | ||||
Foreign currency translation adjustment | (1,823) | (1,823) | ||||
Total investment in associated companies | ||||||
Ho Wah Genting Group Ltd [Member] | ||||||
Long-term investment - cost | [2] | 629,151 | ||||
Impairment on carrying amount | (612,056) | |||||
Foreign currency translation adjustment | 17,095 | |||||
Total other long-term investments | ||||||
Long-term investment | ||||||
[1] | On April 20, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registered in Thailand, and holds 47.99% shares of it. The long-term investment is accounted using the equity method. | |||||
[2] | During the year ended December 31, 2018, the Company acquired 7,663,246 shares of common stock of Ho Wah Genting Group Limited ('HWGG'), which is listed on the U.S. OTC (Pink) Market (stock code: HWGG), for consideration of MYR2,466,993 or US$629,151 from certain shareholders of HWGG. This resulted in ownership by the Company of approximately 1.53% of HWGG |
LONG-TERM INVESTMENT (Details N
LONG-TERM INVESTMENT (Details Narrative) - USD ($) | Jul. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 20, 2016 | |||
Impairment | $ 612,056 | ||||||
Vitaxel Corp Thailand, Ltd [Member] | |||||||
Long-term investment -cost | 27,539 | [1] | 27,539 | [1] | $ 27,539 | ||
Ownership percentage | 47.99% | ||||||
Proceeds from sale of shares | $ 10,000 | ||||||
Impairment | 150,535 | ||||||
Vitaxel Corp Thailand, Ltd [Member] | Thailand, Baht [Member] | |||||||
Long-term investment -cost | $ 958,000 | ||||||
Ho Wah Genting Group Ltd [Member] | |||||||
Long-term investment -cost | [2] | $ 629,151 | |||||
Ownership percentage | 1.53% | ||||||
Impairment | $ 612,056 | ||||||
Stock Issued During Period, Shares, Acquisitions | 7,663,246 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 597,335 | ||||||
[1] | On April 20, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registered in Thailand, and holds 47.99% shares of it. The long-term investment is accounted using the equity method. | ||||||
[2] | During the year ended December 31, 2018, the Company acquired 7,663,246 shares of common stock of Ho Wah Genting Group Limited ('HWGG'), which is listed on the U.S. OTC (Pink) Market (stock code: HWGG), for consideration of MYR2,466,993 or US$629,151 from certain shareholders of HWGG. This resulted in ownership by the Company of approximately 1.53% of HWGG |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | $ 231,638 | $ 285,109 |
Less: Accumulated depreciation | (89,908) | (54,051) |
Balance at end of period/year | 141,730 | 231,058 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | 36,163 | 36,471 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | 72,123 | 102,862 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | 7,557 | 7,978 |
Electrical and Fitting [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | 375 | |
Motor Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | 16,983 | |
Software and Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | 12,757 | 11,580 |
Renovations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at beginning of period/year | $ 103,038 | $ 108,860 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Net [Abstract] | ||
Depreciation expenses | $ 51,594 | $ 28,234 |
ACCRUALS AND OTHER PAYABLES (De
ACCRUALS AND OTHER PAYABLES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |||
Provisions and accruals | $ 67,989 | $ 148,326 | |
Others | [1] | 313,525 | 344,487 |
Balance at end of year | $ 381,514 | $ 492,813 | |
[1] | Other payables mainly consist of members allocated redemption points and commission payable. |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | ||
Profit (loss) before income tax | $ (2,334,926) | $ (4,137,336) |
Statutory rate | 21.00% | 34.00% |
Expected income tax recovery | $ (490,000) | $ (1,407,000) |
Permanent difference | 179,000 | 1,169,000 |
Effect of change in tax rate | 45,000 | |
Change in valuation allowance | 266,000 | 238,000 |
Income tax recovery |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | ||
Non-capital loss carry-forwards | $ 761,000 | $ 522,000 |
Property and equipment | (27,000) | |
Deferred Tax Assets, Gross | 761,000 | 495,000 |
Unrecognized deferred tax assets | (761,000) | (495,000) |
Current tax expenses |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Malaysia [Member] | ||
Loss carryforwards | $ 2,382,090 | |
Income tax rate (in percent) | 24.00% | 24.00% |
United States of America [Member] | ||
Loss carryforwards | $ 899,994 | |
Income tax rate (in percent) | 21.00% | 34.00% |
RELATED PARTIES TRANSCTIONS (De
RELATED PARTIES TRANSCTIONS (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amount of due from related parties | $ 4,928 | $ 32,986 |
Ho Wah Genting Berhad [Member] | ||
Amount of due from related parties | 4,928 | |
Ho Wah Genting Group Sdn Berhad [Member] | ||
Amount of due from related parties | 18,149 | |
Beedo SDN BHD [Member] | ||
Amount of due from related parties | $ 14,837 |
RELATED PARTIES TRANSCTIONS (_2
RELATED PARTIES TRANSCTIONS (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amounts due to an associated company | $ 103,024 | |
Total Amount due from related parties | 4,928 | 136,010 |
Vitaxel Corp Thailand, Ltd [Member] [Default Label] | ||
Amounts due to an associated company | $ 103,024 |
RELATED PARTIES TRANSCTIONS (_3
RELATED PARTIES TRANSCTIONS (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Due to a related party | $ 4,862,363 | $ 2,370,003 |
Dato Lim Hui Boon [Member] | ||
Due to a related party | 40,491 | |
Ho Wah Genting Holiday Sdn. Bhd [Member] | ||
Due to a related party | 170 | 1,703 |
Genting Highlands Taxi Services SDN BHD [Member] | ||
Due to a related party | 11,820 | |
V Spark Malaysia Sdn Bhd [Member] | ||
Due to a related party | 4,967 | |
Grande LegacyInc [Member] | ||
Due to a related party | $ 4,862,193 | $ 2,311,022 |
RELATED PARTIES TRANSCTIONS (_4
RELATED PARTIES TRANSCTIONS (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amount due from director | $ 345,770 | $ 3,475,030 |
Dato Lim Hui Boon [Member] | ||
Amount due from director | 230,000 | 1,146,531 |
LIM WEE KIAT [Member] | ||
Amount due from director | 65,158 | 1,171,732 |
LEONG YEE MING [Member] | ||
Amount due from director | $ 50,612 | $ 1,156,767 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Rent expenses | $ 95,364 | $ 77,010 | |
Impairment on amount due from associate company | $ 150,790 | ||
Description of debt | Interest-free and repayable on demand | ||
Beedo SDN BHD [Member] | |||
Impairment on amount due from associate company | $ 0 | 154,225 | |
Website maintenance expense | 0 | 32,102 | |
Ho Wah Genting Berhad [Member] | |||
Rent expenses | 20,840 | 19,261 | |
Operating lease commitment | 20,840 | ||
Grande Legacy Inc [Member] | |||
Royalty income | 0 | ||
Management fee income | 240,000 | ||
Percentage of royality | 55.00% | ||
Vitaxel Corp Thailand, Ltd [Member] [Default Label] | |||
Recognize product sales | 0 | 455,361 | |
V Spark Malaysia Sdn Bhd [Member] | |||
Recognize product sales | $ 0 | $ 300 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ending December 31, 2019 | $ 59,047 |
Total | $ 59,047 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense | $ 95,364 | $ 77,010 |
SHAREHOLDERS' EQUITY (Details N
SHAREHOLDERS' EQUITY (Details Narrative) - USD ($) | Jun. 12, 2017 | Mar. 30, 2017 | Mar. 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | May 30, 2017 | May 29, 2017 | Jan. 18, 2016 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, outstanding | 0 | 0 | ||||||
Common stock, authorized | 70,000,000 | 70,000,000 | ||||||
Common stock, outstanding | 54,087,903 | 54,087,903 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Reverse Stock Split [Member] | ||||||||
Preferred stock, authorized | 100,000,000 | |||||||
Common stock, authorized | 7,000,000,000 | |||||||
Common stock, outstanding | 5,408,754,000 | |||||||
Description of stock split | Board of Directors of the Company authorized and approved an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation, which authorized a one hundred-to-one reverse stock split (the “Reverse Split”) of Vitaxel’s outstanding common stock, par value $0.000001 per share, with a record date of June 12, 2017 (the “Record Date”). | |||||||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.0001 | $ 0.000001 | ||||
Description for conversion of outstanding shares | 100 outstanding shares of the Company’s common stock automatically became one share of common stock. | |||||||
Forward Stock Split [Member] | ||||||||
Description of stock split | Board of Directors of the Company authorized and approved a related increase in the par value of Vitaxel common stock from $0.000001 to $0.0001. | |||||||
2016 Equity Incentive Plan [Member] | ||||||||
Number of shares reserved for issuance | 40,000,000 | 10,000,000 | ||||||
Stock based compensation | $ 3,409,604 | |||||||
Non-Restricted Stock [Member] | 2016 Equity Incentive Plan [Member] | ||||||||
Number of shares issued | 3,100,290 |
PROPOSED TRANSACTIONS (Details
PROPOSED TRANSACTIONS (Details Narrative) - Grande Legacy Inc [Member] - shares | Jan. 03, 2018 | Dec. 15, 2017 |
Lim Hui Sing and Leong Yee Ming [Member] | Amendment Agreement [Member] | ||
Number of shares issued | 75,000,000 | |
Vitaxel Corp Thailand, Ltd [Member] | Share Sale Agreement [Member] | ||
Number of shares issued | 75,000,000 |