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Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2017
Apr. 04, 2018
Document And Entity Information    
Entity Registrant Name Vitaxel Group Ltd  
Entity Central Index Key 0001623590  
Document Type 10-K  
Trading Symbol VXEL  
Document Period End Date Dec. 31, 2017  
Amendment Flag false  
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 Smaller Reporting Company  
Entity Public Float $ 0  
Entity Common Stock, Shares Outstanding   54,087,903
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2017  
CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2017
Dec. 31, 2016
CURRENT ASSETS    
Cash and cash equivalents $ 691,199 $ 105,432
Accounts receivable 1,944
Inventories 28,525 53,913
Amount due from related parties 136,010 32,509
Other receivables, prepayments and other current assets 44,305 27,048
Total Current Assets 900,039 220,846
NON-CURRENT ASSETS    
Investment in associated companies
Property, plant and equipment, net 231,058 194,669
Total Non-Current Assets 231,058 194,669
TOTAL ASSETS 1,131,097 415,515
CURRENT LIABILITIES    
Amounts due to related parties 2,370,003 911,458
Commission payables 152,871 115,915
Accounts payable 31,406 8,251
Accruals and other payables 492,813 446,487
Total Current Liabilities 3,047,093 1,482,111
TOTAL LIABILITIES 3,047,093 1,482,111
Commitments and Contingencies (Note 10)
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 outstanding (2016: par value $0.000001: 7,000,000,000 shares authorized; 50,987,250 outstanding); 5,409 5,099
Additional paid-in capital 4,749,798 1,340,504
Accumulated deficit (6,776,474) (2,639,138)
Accumulated other comprehensive income 105,271 226,939
Total Stockholders' Equity (1,915,996) (1,066,596)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,131,097 $ 415,515
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2017
Dec. 31, 2016
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 $ 0.000001
Common stock, authorized 70,000,000 70,000,000
Common stock, issued 54,087,903 50,987,250
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
REVENUE    
Revenue $ 107,894 $ 1,865,789
Revenue - Related parties 455,651
Total Revenue 563,545 1,865,789
COST OF REVENUE    
Cost of revenue (73,456) (1,226,851)
Cost of revenue - Related parties (39,103)
Total Cost of Revenue (112,559) (1,226,851)
GROSS PROFIT 450,986 638,938
OPERATING EXPENSES    
Selling expense (2,398) (2,152)
General and administrative expenses (4,652,853) (1,663,937)
Total Operating Expenses (4,655,251) (1,666,089)
LOSS FROM OPERATIONS (4,204,265) (1,027,151)
OTHER INCOME / (EXPENSE), NET    
Other Income 66,980 189,501
Other Expense (51) (42,139)
Share of loss in an associated company (25,716)
Total Other Income / (Expense), net 66,929 121,646
NET LOSS BEFORE TAXES (4,137,336) (905,505)
Income tax expense
Net loss (4,137,336) (905,505)
OTHER COMPREHENSIVE (LOSS) / INCOME    
Foreign currency translation adjustment (121,668) 47,084
TOTAL COMPREHENSIVE LOSS $ (4,259,004) $ (858,421)
Weighted average number of common shares outstanding - basic and diluted (in shares) 54,087,903 49,364,705
Net loss per share - basic and diluted (in dollars per share) $ (0.08) $ (0.02)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Total
Balance, at beginning (in shares) at Dec. 31, 2014 [1]         39,990,000
Effect from reverse stock split (in shares)        
Balance, at end at Dec. 31, 2015 $ 3,999 $ 510,448 $ (1,733,633) $ 179,855 $ (1,039,331)
Balance, at end (in shares) at Dec. 31, 2015 39,990,000 [2]       50,987,250 [1]
Effect from reverse stock split (in shares)        
Reverse merger recapitalization $ 1,100 (1,100)      
Reverse merger recapitalization (in shares) [2] 10,997,250        
Cancellation Debt   831,156     $ 831,156
Net loss     (905,505)   (905,505)
Foreign currency translation adjustment       47,084 47,084
Balance, at end at Dec. 31, 2016 $ 5,099 1,340,504 (2,639,138) 226,939 $ (1,066,596)
Balance, at end (in shares) at Dec. 31, 2016 50,987,250 [2]       50,987,250 [1]
Equity incentive plan $ 310 3,409,294     $ 3,409,604
Equity incentive plan (in shares) [2] 3,100,290        
Effect from reverse stock split (in shares) 363 [2]       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 [2]       54,087,903
[1] The outstanding shares were adjusted retrospectively due to the reverse stock split that has been completed during the year.
[2] All outstanding shares were retrospectively adjusted for reverse stock split in June 12, 2017. See Note 12 VITAXEL GROUP LIMITED SHAREHOLDERS' EQUITY for details.
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (4,137,336) $ (905,505)
Adjustments to reconcile net loss to cash used in operating activities:    
Depreciation - property, plant and equipment 28,234 19,165
Issuance of employee equity incentive plan 3,409,604
Other receivables, prepayments and other current assets (17,257) 32,716
Inventories 25,388 (44,043)
Accounts receivable 1,944 (1,944)
Advance from related parties (27,082)
Due from a director 441
Amount due from related parties (108,928) 831,156
Trade creditor 23,155 8,251
Commission payables 36,956 (421,740)
Other payables and accrued expenses 46,326 (288,656)
Tax payable (17,586)
Net cash used in generated from operating activities (691,914) (814,827)
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property, plant and equipment (64,623) (108,977)
Net cash used in investing activities (64,623) (108,977)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from directors 5,427
Proceeds from related parties 1,458,545 678,358
Net cash provided by financing activities 1,463,972 678,358
EFFECT OF EXCHANGE RATES ON CASH (121,668) 47,084
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 585,767 (198,362)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 105,432 303,794
CASH AND CASH EQUIVALENTS AT END OF YEAR 691,199 105,432
SUPPLEMENTAL OF CASH FLOW INFORMATION    
Cash paid for interest expenses
Cash paid for income tax
ORGANIZATION AND BUSINESS
12 Months Ended
Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS
1. ORGANIZATION AND BUSINESS

 

Vitaxel Group Limited (formerly Albero, Corp., 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”), 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.

 

Reverse Acquisition

 

On January 18, 2016, the Company completed and closed a share exchange (the “Share Exchange”) under a Share Exchange Agreement (the “Share Exchange Agreement”) of the same date among us, Vitaxel SDN BHD, a Malaysian corporation (“Vitaxel”), the shareholders of Vitaxel, Vitaxel Online Mall SDN BHD, a Malaysian corporation (“Vionmall”) and the shareholders of Vionmall pursuant to which Vitaxel and Vionmall each became wholly owned subsidiaries of ours. In the Share Exchange, all of the outstanding shares of Vitaxel and Vionmall were converted into shares of our Common Stock, as described in more detail below.

 

On January 18, 2016, in connection with the Share Exchange and pursuant to the Split-Off Agreement, we transferred our pre-Share Exchange assets and liabilities of our former horse breeding business to our pre-Share Exchange majority stockholder, in exchange for the surrender by him and cancellation of 3,000,000 shares of our Common Stock.

 

As a result of the Share Exchange and Split-Off, we discontinued our pre-Share Exchange business and acquired the businesses of Vitaxel and Vionmall, and will continue the existing business operations of Vitaxel and Vionmall as a publicly-traded company under the name Vitaxel Group Limited.

 

In accordance with “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the acquisition will be replaced with the historical financial statements of Vitaxel and Vionmall prior to the Share Exchange in all future filings with the U.S. Securities and Exchange Commission, (the “SEC”).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2017
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.

 

Fiscal year end is December 31.

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 reporting periods. Actual results could differ from those estimates.

 

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, 2017 and 2016, the Company did not write off any accounts receivable as bad debts.

 

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, 2017 and 2016, 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 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 and the raw material items with large amounts, and by a category basis for low value raw material items. There was no inventories written down and inventories written off as of December 31, 2017 and 2016.

 

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, 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 10 years
     
  Furniture and fixtures 10 years
     
  Electrical & fitting 10 years
     
  Motor vehicle 10 years
     
  Software and website 10 years
     
  Leasehold improvement 10 years

 

Revenue recognition

 

Product sales − The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass 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.

 

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, 2017 and 2016, all membership fees were waived by the Company for promotion purpose.

 

Loyalty program

 

The Company operates loyalty program which allows customer to accumulate redemption points when they purchase products from the Company. The redemption points can be used to purchase a selection of products at discounted price or redeem products.

 

The Company allocates consideration received from the product sales to redemption points credited as a liability.

 

The consideration allocated to the redemptions points issued is measured at fair value of the redemption points. It is recognized as a liability (deferred revenue) in the statement of financial position and recognized as revenue when the points are redeemed, have expired or are no longer expected to be redeemed. The amount of revenue recognized is based on the number of points that have been redeemed, relative to the number expected to redeem.

 

As of December 31, 2017 and December 31, 2016, there was no such deferred revenue recorded.

 

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

 

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the combined financial statements.Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.

 

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, 2017 and 2016.

 

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, 2017 and 2016, there was no dilutive effect due to net loss.

 

Related party transactions

 

A related party is generally defined as:

 

(i) any person that holds the Company’s securities including such person’s immediate families,

 

(ii) the Company’s management,

 

(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

 

(iv) anyone who can significantly influence the financial and operating decisions of the Company.

 

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Recently issued accounting pronouncements

 

Revenue Recognition: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We will apply the new revenue standard beginning January 1, 2018. Each of the revenue streams has been analysed in accordance with the new revenue standard to determine the impact on our consolidated financial statements. We do not expect the new revenue standard to have a material impact on our consolidated financial statements.

 

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 September 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated 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 beginning in May 1, 2019. We are currently in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

 

Reclassification: Certain reclassifications have been made to the prior period amounts to conform to the current period’s presentation.

GOING CONCERN
12 Months Ended
Dec. 31, 2017
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, 2017, the Company reported a net loss of $4,137,336 and working capital deficit of $2,147,054. The Company had an accumulated deficit of $6,776,474 as of December 31, 2017 due to the fact that the Company incurred losses during the year ended December 31, 2017.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These combined financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company expects to finance operations primarily through cash flow from revenue and capital contributions from principal shareholders. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, our principal shareholders have indicated the intent and ability to provide additional equity financing.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on our ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENTASSETS
12 Months Ended
Dec. 31, 2017
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,
2017
    As of 
December 31,
2016
 
               
  Deposits (1)     $ 11,157     $ 19,497  
  Prepayments (2)       1,679       5,070  
  Others (3)       31,469       2,481  
        $ 44,305     $ 27,048  

 

(1)         Deposits represented payments for rental, utilities, and construction funds to government department.

 

(2)         Prepayments mainly consists of prepayment for insurance and IT related fees.

 

(3)         Others mainly consists other miscellaneous payments

LONG-TERM INVESTMENT
12 Months Ended
Dec. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]  
LONG-TERM INVESTMENT
5. LONG-TERM INVESTMENT

 

On April 20, 2016, the Company invested 959,800 Thai Baht or $27,539 to Vitaxel Corp. (Thailand) Ltd., a company registered in Thailand, and holds 47.99% shares of it. The long-term investment is accounted using the equity method.

 

Long-term investment consists of the following:

 

    As of 
December 31,
2017
    As of 
December 31,
2016
 
             
Long-term investment – In an associated company   $ 27,539     $ 27,539  
Long-term investment – share of loss in investment in an associated company     (25,716 )     (25,716 )
Foreign currency translation adjustment     (1,823 )     (1,823 )
    $     $  
PROPERTY, PLANT AND EQUIPMENT
12 Months Ended
Dec. 31, 2017
Property, Plant and Equipment, Net [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET
6. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment, net consist of the following:

 

    As of 
December 31,
2017
    As of 
December 31,
2016
 
             
Office equipment   $ 36,471     $ 30,476  
Computer equipment     102,862       61,516  
Furniture and fittings     7,978       7,131  
Electrical & fitting     375       337  
Motor vehicle     16,983       15,315  
Software and website     11,580       7,544  
Renovations     108,860       98,167  
      285,109       220,486  
Less: Accumulated depreciation     (54,051 )     (25,817 )
 Balance at end of year   $ 231,058     $ 194,669  

 

Depreciation expenses charged to the statements of operations for the year ended December 31, 2017 and 2016 were $28,234 and $19,165 respectively. 

ACCRUALS AND OTHER PAYABLES
12 Months Ended
Dec. 31, 2017
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,
2017
    As of 
December 31,
2016
 
             
Provisions and accruals   $ 148,326     $ 21,243  
Others (1)     344,487       425,244  
 Balance at end of year   $ 492,813     $ 446,487  

 

(1)         Other payables mainly consist of members allocated redemption points and commission payable.

INCOME TAX
12 Months Ended
Dec. 31, 2017
Disclosure Text Block [Abstract]  
INCOME TAX
8. INCOME TAX

 

Income taxes consisted of Malaysia income tax, Singaporean income tax and U.S. income tax. There was no provision of income taxes made in respect of the 3 countries for the years ended December 31, 2017 and 2016.

 

Malaysia

 

The Company’s two main operating subsidiaries, Vitaxel SDN BHD and Vitaxel Online Mall SDN BHD are companies incorporated in Malaysia. They recorded a loss before income tax of $382,695 and $680,391 for the year ended December 31, 2017 and 2016 respectively. The management has evaluated that the unused tax lossess carried forward will not be utilized in the near foreseeable future. A reconciliation of the provision for income taxes with amounts determined by applying the Malaysian income tax rate of 24% and 24% for the years ended December 31, 2017 and 2016, respectively, to income before income taxes is as follows:

 

    For the year ended  
    December
31, 2017
    December
31, 2016
 
             
Profit (loss) before income tax   $ (382,695 )   $ (680,391 )
Permanent difference     382,695       680,391  
Taxable income   $     $  
Malaysian income tax rate     24 %     24 %
Current tax expenses   $     $  
Less: Valuation allowance            
Income tax expenses   $     $  

 

United States of America

 

Vitaxel Group Limited is a company incorporated in State of Nevada and recorded a loss before income tax of $3,754,641 and $225,114 for the year ended December 31, 2017 and 2016 respectively. A reconciliation of the provision for income taxes with amounts determined by applying the United States Federal income tax rate of 34% for the years ended December 31, 2017 and 2016, respectively, to income before income taxes is as follows:

 

    For the year ended  
    December
31, 2017
    December
31, 2016
 
             
Profit (loss) before income tax   $ (3,754,641 )   $ (225,114 )
Permanent difference     3,754,641       225,114  
Taxable income   $     $  
Malaysian income tax rate     34 %     34 %
Current tax expenses   $     $  
Less: Valuation allowance            
Income tax expenses   $     $  

 

U.S. Corporate Income Tax  

 

The Company’s management has yet to evaluate the effect of the U.S. Tax Reform on Vitaxel Group Limited. Management may update its judgment of that effect based on its continuing evaluation and on future regulations or guidance issued by the U.S Department of the Treasury, and specific actions the Company may take in the future.

 

One-Time Transition Tax Related to U.S. Tax Reform

 

The Company’s management has evaluated the on-time transition tax and estimated that there will not be such tax due by the Company.

RELATED PARTIES TRANSCTIONS
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
RELATED PARTIES TRANSCTIONS
9. RELATED PARTY TRANSACTIONS

 

    As of 
December 31,
2017
    As of 
December 31,
2016
 
Amount due from related parties                
Ho Wah Genting Berhad (1)   $     $ 9,020  
Ho Wah Genting Group Sdn Berhad (2)     18,149        
Beedo Sdn Bhd (3)     14,837       18,062  
Balance at end of year   $ 32,986     $ 27,082  
             
Amount due from director            
Lim Wee Kiat   $     $ 1,482  
Leong Yee Ming           3,945  
Balance at end of year   $     $ 5,427  
             
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   $ 136,010     $ 32,509  
             
Amount of due to related parties            
Dato’ Lim Hui Boon (5)   $ 40,491     $  
Ho Wah Genting Group Sdn Berhad (1)           607,918  
Ho Wah Genting Holiday Sdn Bhd (6)     1,703       8,087  
Genting Highlands Taxi Services Sdn Bhd (7)     11,820       16,234  
VSpark Malaysia Sdn Bhd (8)     4,967        
Grande Legacy Inc. (9)     2,311,022        
Balance at end of year   $ 2,370,003     $ 632,239  
             
Amount of due to an associated company            
Vitaxel Corporation (Thailand) Limited   $     $ 279,219  
Balance at end of year   $     $ 279,219  
Total Amount due to related parties   $ 2,370,003     $ 911,458  

 

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, a company listed in Bursa Malaysia Main Market.

 

The Company recognized an expense of rent totalling $77,010 and $20,304 during the year ended December 31, 2017 and December 31, 2016 respectively. Of the total rent, $19,261 and $20,304 was paid to Ho Wah Genting Berhad during the year ended December 31, 2017 and December 31, 2016 respectively, and $57,784 and $0 was paid to its affiliate, Malaysia-Beijing Travel Services Sdn Bhd during the year ended December 31, 2017 and December 31, 2016 respectively.

 

The operating lease commitment to Ho Wah Genting Berhad as of December 31, 2017 was $19,261 and $0 to Malaysia-Beijing Travel Services Sdn Bhd. The lease commitment are disclosed in note 10 COMMITMENTS AND CONTINGENCIES below under the heading Operation Commitments.

 

  (2) The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad, subsidiary of Ho Wah Genting Group Ltd, a company listed on the US OTC Market. Amount owing to Ho Wah Genting Group Sdn Berhad in prior year were advances, whereby settlement has been performed in current year.

 

  (3) Beedo SDN BHD was a subsidiary of related company Ho Wah Genting Group Sdn Berhad from June 25, 2015 to August 12, 2016.

 

The Company recognized an expense of $32,102 and $74,882 pertaining for website maintenance expense during the year ended December 31, 2017 and December 31, 2016 respectively, which was charged by its related party, Beedo Sdn. Bhd. The balances due from Beedo Sdn Bhd in current year was due to discount received by the Company.

 

  (4) The Company recognized an income of $0 and $172,348 pertaining to royalties during the year ended December 31, 2017 and December 31, 2016 respectively, which was paid by an associated company, Vitaxel Corp. (Thailand) Limited. In addition, the Company also recognized product sales of $455,361 and $0 to Vitaxel Corp. (Thailand) Limited during the year ended December 31, 2017 and December 31, 2016 respectively.

 

  (5) As of December 31, 2017 and December 31, 2016, the amount due to the President of the Company, Dato’ Lim Hui Boon was $40,491 and $0, respectively. These 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.

 

The Company recognized an expense of $127,728 and $110,439 pertaining to event, traveling and accommodation expenses during the year ended December 31, 2017 and December 31, 2016 respectively, which was charged by its related party, Ho Wah Genting Holiday Sdn. Bhd.

 

  (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.

 

The Company purchased a motor vehicle Genting Highlands Taxi Services Sdn. Bhd for $0 and $16,601 during the year ended December 31, 2017 and December 31, 2016 respectively.

 

  (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 during the year for marketing purposes. The Company also recognize product sales of $300 and $0 to VSpark Malaysia Sdn Bhd during the year ended December 31, 2017 and December 31, 2016 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 Sdn Bhd, a wholly-owned subsidiary of the Company, to collect credit card sales proceeds on behalf.

 

On January 22, 2018, the Company has acquired 100% of Grande Legacy Inc. Refer note 12 SUBSEQUENT EVENTS for further details on the acquisition.

COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
10. COMMITMENTS AND CONTIGENCIES

 

Capital Commitments

 

As of December 31, 2017 and 2016, 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, 2017 are payable as follows:

 

Year ending December 31, 2018       19,261  
Total     $ 19,261  

 

Rental expense of the Company was $77,010 and $115,826 for the years ended December 31, 2017 and 2016, respectively.

VITAXEL GROUP LIMITED SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2017
Stockholders' Equity Note [Abstract]  
VITAXEL GROUP LIMITED SHAREHOLDERS' EQUITY
11. VITAXEL GROUP LIMITED SHAREHOLDERS’ EQUITY

 

Vitaxel Group Limited has 1,000,000 shares authorized for preferred stock, with 0 outstanding during the year ended December 31, 2017 and December 31, 2016.

 

The Company also has 70,000,000 shares authorized for common stock, with 54,087,903 and 50,987,250 outstanding during the year December 31, 2017 and December 31, 2016 respectively.

  

Summary of Vitaxel Group Limited outstanding shares:

 

    Number of Outstanding Shares (in thousands)  
    As of December 31,  
    2015     2016     2017  
Common stock:                        
  Balance at beginning of year (1)     39,990,000       50,987,250       50,987,250  
    Reverse merger recapitalization     10,997,250              
    Equity incentive plan issuance                 3,100,290  
    Effect from reverse stock split                 363  
  Balance at end of year     50,987,250       50,987,250       54,087,903  

 

  (1) The outstanding shares were adjusted retrospectively due to the reverse stock split that has been completed during the year.

 

Forward Stock split

 

On January 27, 2016, our Board of Directors declared a 1333-for-1 forward stock split of our outstanding common stock, par value $0.000001 per share in the form of a dividend (the “Stock Split”) with a record date of February 8, 2016 (the “Record Date”). On February 22, 2016, Financial Industry Regulatory Authority, Inc. (“FINRA”) notified us of its announcement of the payment date of the Stock Split as February 23, 2016 (the “Payment Date”). On the Payment Date, as a result of the Stock split, each holder of our common stock as of the Record Date received 1332 additional shares of our common stock for each one share owned, rounded up to the nearest whole share. All common stock share amounts referenced in this Annual Report give retroactive effect to the Stock Split.

 

Reverse Stock split

 

On May 25, 2017, the Board of Directors of the Company authorized and approved an amendment (the “Amendment”) to Vitaxel’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.

 

We expect that the Reverse Stock Split will (i) increase the marketability and liquidity of our common stock; (ii) address - liquidity of our common stock; (iii) address the reluctance of brokerage firms and institutional investors to recommend lower priced stocks to their clients or to hold in their own portfolios; and (iv) enable us to maintain the quotation of our common stock on the OTC Markets, Inc. QB Tier.

 

Separately, 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 pursuant to Form S-8 filed with SEC on October 25, 2016. 

EARNINGS (LOSS) PER SHARE
12 Months Ended
Dec. 31, 2017
Earnings Per Share [Abstract]  
EARNINGS (LOSS) PER SHARE
12. EARNINGS (LOSS) PER SHARE

 

The Company has adopted ASC Topic No. 260,“Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year.

 

The following table sets forth the computation of basic and diluted earnings per share:

 

    For the years ended  
    December
31, 2017
    December
31, 2016
 
             
Net loss applicable to common shares   $ (4,137,336 )   $ (905,505 )
                 
Weighted average common shares outstanding (Basic)     54,087,903       49,364,705  
                 
Weighted average common shares outstanding (Diluted)     54,087,903       49,364,705  
                 
 Loss per share basic and diluted   $ (0.08 )   $ (0.02 )

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

SUBSEQUENT EVENT
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
SUBSEQUENT EVENT
13. SUBSEQUENT EVENTS

 

The Company has evaluated the period after the balance sheet date through the day that the financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements except the following:

 

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 Sdn. Bhd., a wholly-owned subsidiary of the Company (the “Purchaser”), as previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2017. Pursuant to the terms of the Agreement, the Sellers will sell to the Purchaser all their shares in Grande Legacy Inc., a British Virgin Islands company (“Grande Legacy”), so that the Company shall become the indirect owner of all of the issued and outstanding shares of the capital stock of Grande Legacy. In consideration for such sale, the Company shall issue to each of the Sellers 37,500,000 shares of the Registrant’s common stock.

 

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 Grande Legacy shall close upon the completion of the financial statements of Grande Legacy being audited. The Amendment also provides that the 75,000,000 shares to be issued to the Sellers, will be issued within 30 days of the shareholders of the Company authorizing the amendment to the Articles of Incorporation of the Company for increasing the amount of shares that will be issued. Since the audited financial statements of Grande Legacy were delivered on January 22, 2018, the acquisition of Grande Legacy was consummated on said date.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2017
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.

 

Fiscal year end is December 31.

Use of estimates

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 reporting periods. Actual results could differ from those estimates.

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, 2017 and 2016, the Company did not write off any accounts receivable as bad debts.

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, 2017 and 2016, 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 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 and the raw material items with large amounts, and by a category basis for low value raw material items. There was no inventories written down and inventories written off as of December 31, 2017 and 2016.

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, plant 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 10 years
     
  Furniture and fixtures 10 years
     
  Electrical & fitting 10 years
     
  Motor vehicle 10 years
     
  Software and website 10 years
     
  Leasehold improvement 10 years
Revenue recognition

Revenue recognition

 

Product sales − The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass 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.

 

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, 2017 and 2016, all membership fees were waived by the Company for promotion purpose.

Loyalty program

Loyalty program

 

The Company operates loyalty program which allows customer to accumulate redemption points when they purchase products from the Company. The redemption points can be used to purchase a selection of products at discounted price or redeem products.

 

The Company allocates consideration received from the product sales to redemption points credited as a liability.

 

The consideration allocated to the redemptions points issued is measured at fair value of the redemption points. It is recognized as a liability (deferred revenue) in the statement of financial position and recognized as revenue when the points are redeemed, have expired or are no longer expected to be redeemed. The amount of revenue recognized is based on the number of points that have been redeemed, relative to the number expected to redeem.

 

As of December 31, 2017 and December 31, 2016, there was no such deferred revenue recorded.

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

 

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the combined financial statements.Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.

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, 2017 and 2016.

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, 2017 and 2016, there was no dilutive effect due to net loss.

Related party transactions

Related party transactions

 

A related party is generally defined as:

 

(i) any person that holds the Company’s securities including such person’s immediate families,

 

(ii) the Company’s management,

 

(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

 

(iv) anyone who can significantly influence the financial and operating decisions of the Company.

 

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

 

Revenue Recognition: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We will apply the new revenue standard beginning January 1, 2018. Each of the revenue streams has been analysed in accordance with the new revenue standard to determine the impact on our consolidated financial statements. We do not expect the new revenue standard to have a material impact on our consolidated financial statements.

 

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 September 1, 2018. We are currently evaluating the impact that the standard will have on our consolidated 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 beginning in May 1, 2019. We are currently in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

 

Reclassification: Certain reclassifications have been made to the prior period amounts to conform to the current period’s presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2017
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 10 years
     
  Furniture and fixtures 10 years
     
  Electrical & fitting 10 years
     
  Motor vehicle 10 years
     
  Software and website 10 years
     
  Leasehold improvement 10 years
OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENTASSETS (Tables)
12 Months Ended
Dec. 31, 2017
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,
2017
    As of 
December 31,
2016
 
               
  Deposits (1)     $ 11,157     $ 19,497  
  Prepayments (2)       1,679       5,070  
  Others (3)       31,469       2,481  
        $ 44,305     $ 27,048  

 

(1)         Deposits represented payments for rental, utilities, and construction funds to government department.

 

(2)         Prepayments mainly consists of prepayment for insurance and IT related fees.

 

(3)         Others mainly consists other miscellaneous payments

LONG-TERM INVESTMENT (Tables)
12 Months Ended
Dec. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of long-term investment

Long-term investment consists of the following:

 

    As of 
December 31,
2017
    As of 
December 31,
2016
 
             
Long-term investment – In an associated company   $ 27,539     $ 27,539  
Long-term investment – share of loss in investment in an associated company     (25,716 )     (25,716 )
Foreign currency translation adjustment     (1,823 )     (1,823 )
    $     $  
PROPERTY, PLANT AND EQUIPMENT (Tables)
12 Months Ended
Dec. 31, 2017
Property, Plant and Equipment, Net [Abstract]  
Schedule of property, plant and equipment, net

Property, plant and equipment, net consist of the following:

 

    As of 
December 31,
2017
    As of 
December 31,
2016
 
             
Office equipment   $ 36,471     $ 30,476  
Computer equipment     102,862       61,516  
Furniture and fittings     7,978       7,131  
Electrical & fitting     375       337  
Motor vehicle     16,983       15,315  
Software and website     11,580       7,544  
Renovations     108,860       98,167  
      285,109       220,486  
Less: Accumulated depreciation     (54,051 )     (25,817 )
 Balance at end of year   $ 231,058     $ 194,669  
ACCRUALS AND OTHER PAYABLES (Tables)
12 Months Ended
Dec. 31, 2017
Payables and Accruals [Abstract]  
Schedule of accruals and other payables

Accruals and other payables consist of the following:

 

    As of 
December 31,
2017
    As of 
December 31,
2016
 
             
Provisions and accruals   $ 148,326     $ 21,243  
Others (1)     344,487       425,244  
 Balance at end of year   $ 492,813     $ 446,487  

 

(1)         Other payables mainly consist of members allocated redemption points and commission payable.

INCOME TAX (Tables)
12 Months Ended
Dec. 31, 2017
Disclosure Text Block [Abstract]  
Schedule of provision for income taxes

A reconciliation of the provision for income taxes with amounts determined by applying the Malaysian income tax rate of 24% and 24% for the years ended December 31, 2017 and 2016, respectively, to income before income taxes is as follows:

 

    For the year ended  
    December
31, 2017
    December
31, 2016
 
             
Profit (loss) before income tax   $ (382,695 )   $ (680,391 )
Permanent difference     382,695       680,391  
Taxable income   $     $  
Malaysian income tax rate     24 %     24 %
Current tax expenses   $     $  
Less: Valuation allowance            
Income tax expenses   $     $  
Schedule of income before income tax

A reconciliation of the provision for income taxes with amounts determined by applying the United States Federal income tax rate of 34% for the years ended December 31, 2017 and 2016, respectively, to income before income taxes is as follows:

 

    For the year ended  
    December
31, 2017
    December
31, 2016
 
             
Profit (loss) before income tax   $ (3,754,641 )   $ (225,114 )
Permanent difference     3,754,641       225,114  
Taxable income   $     $  
Malaysian income tax rate     34 %     34 %
Current tax expenses   $     $  
Less: Valuation allowance            
Income tax expenses   $     $  
RELATED PARTY TRANSACTIONS (Tables)
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Schedule of related party transactions

    As of 
December 31,
2017
    As of 
December 31,
2016
 
Amount due from related parties                
Ho Wah Genting Berhad (1)   $     $ 9,020  
Ho Wah Genting Group Sdn Berhad (2)     18,149        
Beedo Sdn Bhd (3)     14,837       18,062  
Balance at end of year   $ 32,986     $ 27,082  
             
Amount due from director            
Lim Wee Kiat   $     $ 1,482  
Leong Yee Ming           3,945  
Balance at end of year   $     $ 5,427  
             
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   $ 136,010     $ 32,509  
             
Amount of due to related parties            
Dato’ Lim Hui Boon (5)   $ 40,491     $  
Ho Wah Genting Group Sdn Berhad (1)           607,918  
Ho Wah Genting Holiday Sdn Bhd (6)     1,703       8,087  
Genting Highlands Taxi Services Sdn Bhd (7)     11,820       16,234  
VSpark Malaysia Sdn Bhd (8)     4,967        
Grande Legacy Inc. (9)     2,311,022        
Balance at end of year   $ 2,370,003     $ 632,239  
             
Amount of due to an associated company            
Vitaxel Corporation (Thailand) Limited   $     $ 279,219  
Balance at end of year   $     $ 279,219  
Total Amount due to related parties   $ 2,370,003     $ 911,458  

 

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, a company listed in Bursa Malaysia Main Market.

 

The Company recognized an expense of rent totalling $77,010 and $20,304 during the year ended December 31, 2017 and December 31, 2016 respectively. Of the total rent, $19,261 and $20,304 was paid to Ho Wah Genting Berhad during the year ended December 31, 2017 and December 31, 2016 respectively, and $57,784 and $0 was paid to its affiliate, Malaysia-Beijing Travel Services Sdn Bhd during the year ended December 31, 2017 and December 31, 2016 respectively.

 

The operating lease commitment to Ho Wah Genting Berhad as of December 31, 2017 was $19,261 and $0 to Malaysia-Beijing Travel Services Sdn Bhd.The lease commitment are disclosed in note 9 COMMITMENTS AND CONTINGENCIES below under the heading Operation Commitments.

 

  (2) The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad, subsidiary of Ho Wah Genting Group Ltd, a company listed on the US OTC Market. Amount owing to Ho Wah Genting Group Sdn Berhad in prior year were advances, whereby settlement has been performed in current year.

 

  (3) Beedo SDN BHD was a subsidiary of related company Ho Wah Genting Group Sdn Berhad from June 25, 2015 to August 12, 2016.

 

The Company recognized an expense of $32,102 and $74,882 pertaining for website maintenance expense during the year ended December 31, 2017 and December 31, 2016 respectively, which was charged by its related party, Beedo Sdn. Bhd. The balances due from Beedo Sdn Bhd in current year was due to discount received by the Company.

 

  (4) The Company recognized an income of $0 and $172,348 pertaining to royalties during the year ended December 31, 2017 and December 31, 2016 respectively, which was paid by an associated company, Vitaxel Corp. (Thailand) Limited. In addition, the Company also recognized product sales of $455,361 and $0 to Vitaxel Corp. (Thailand) Limited during the year ended December 31, 2017 and December 31, 2016 respectively.

 

  (5) As of December 31, 2017 and December 31, 2016, the amount due to the President of the Company, Dato’ Lim Hui Boon was $40,491 and $0, respectively. These 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.

 

The Company recognized an expense of $127,728 and $110,439 pertaining to event, traveling and accommodation expenses during the year ended December 31, 2017 and December 31, 2016 respectively, which was charged by its related party, Ho Wah Genting Holiday Sdn. Bhd.

 

  (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.

 

The Company purchased a motor vehicle Genting Highlands Taxi Services Sdn. Bhd for $0 and $16,601 during the year ended December 31, 2017 and December 31, 2016 respectively.

 

  (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 during the year for marketing purposes. The Company also recognize product sales of $300 and $0 to VSpark Malaysia Sdn Bhd during the year ended December 31, 2017 and December 31, 2016 respectively.
COMMITMENTS AND CONTINGENCIES (Tables)
12 Months Ended
Dec. 31, 2017
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, 2017 are payable as follows:

 

Year ending December 31, 2018       19,261  
Total     $ 19,261  
VITAXEL GROUP LIMITED SHAREHOLDERS' EQUITY (Tables)
12 Months Ended
Dec. 31, 2017
Stockholders' Equity Note [Abstract]  
Schedule of vitaxel group limited

Summary of Vitaxel Group Limited outstanding shares:

 

    Number of Outstanding Shares (in thousands)  
    As of December 31,  
    2015     2016     2017  
Common stock:                        
  Balance at beginning of year (1)     39,990,000       50,987,250       50,987,250  
    Reverse merger recapitalization     10,997,250              
    Equity incentive plan issuance                 3,100,290  
    Effect from reverse stock split                 363  
  Balance at end of year     50,987,250       50,987,250       54,087,903  

 

  (1) The outstanding shares were adjusted retrospectively due to the reverse stock split that has been completed during the year.

 

EARNINGS (LOSS) PER SHARE (Table)
12 Months Ended
Dec. 31, 2017
Earnings Per Share [Abstract]  
Schedule of earnings per share, basic and diluted

The following table sets forth the computation of basic and diluted earnings per share:

 

    For the years ended  
    December
31, 2017
    December
31, 2016
 
             
Net loss applicable to common shares   $ (4,137,336 )   $ (905,505 )
                 
Weighted average common shares outstanding (Basic)     54,087,903       49,364,705  
                 
Weighted average common shares outstanding (Diluted)     54,087,903       49,364,705  
                 
 Loss per share basic and diluted   $ (0.08 )   $ (0.02 )
ORGANIZATION AND BUSINESS (Details Narrative)
Jan. 18, 2016
shares
Share Exchange & Split-Off Agreement [Member]  
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]  
Number of shares surrender and cancellation 3,000,000
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
12 Months Ended
Dec. 31, 2017
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 P10Y
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 P10Y
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives P10Y
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Accounting Policies [Abstract]    
U.S. corporate income tax (in percent) 21.00% 35.00%
Description of uncertain income tax position

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

 
GOING CONCERN (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Net Loss $ (4,137,336) $ (905,505)
Working capital deficit (2,147,054)  
Accumulated deficit $ 6,776,474 $ 2,639,138
OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Other Receivables Prepayments And Other Current Assets Abstract    
Deposits [1] $ 11,157 $ 19,497
Prepayments [2] 1,679 5,070
Others [3] 31,469 2,481
Total other receivables, prepayments and other current assets $ 44,305 $ 27,048
[1] Deposits represented payments for rental, utilities, and construction funds to government department.
[2] Prepayments mainly consists of prepayment for insurance and IT related fees.
[3] Others mainly consists other miscellaneous payments
LONG-TERM INVESTMENT (Details) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Apr. 20, 2016
Long-term investment  
Vitaxel Corp Thailand, Ltd [Member]      
Long-term investment - In an associated company 27,539 27,539 $ 27,539
Long-term investment - share of loss in investment in an associated company (25,716) (25,716)  
Foreign currency translation adjustment (1,823) (1,823)  
Long-term investment  
LONG-TERM INVESTMENT (Details Narrative) - Vitaxel Corp Thailand, Ltd [Member] - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Apr. 20, 2016
Long-term investment -cost $ 27,539 $ 27,539 $ 27,539
Ownership percentage     47.99%
Thailand, Baht [Member]      
Long-term investment -cost     $ 959,800
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year $ 285,109 $ 220,486
Less: Accumulated depreciation (54,051) (25,817)
Balance at end of period/year 231,058 194,669
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 36,471 30,476
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 102,862 61,516
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 7,978 7,131
Electrical and Fitting [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 375 337
Motor Vehicle [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 16,983 15,315
Software and Website [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 11,580 7,544
Renovations [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year $ 108,860 $ 98,167
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Property, Plant and Equipment, Net [Abstract]    
Depreciation expenses $ 28,234 $ 19,165
ACCRUALS AND OTHER PAYABLES (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Payables and Accruals [Abstract]    
Provisions and accruals $ 148,326 $ 21,243
Others [1] 344,487 425,244
Balance at end of year $ 492,813 $ 446,487
[1] Other payables mainly consist of members allocated redemption points and commission payable.
INCOME TAX (Details) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Profit (loss) before income tax $ (4,137,336) $ (905,505)
Income tax expenses
Malaysia [Member]    
Profit (loss) before income tax (382,695) (680,391)
Permanent difference 382,695 680,391
Taxable income
Income tax rate (in percent) 24.00% 24.00%
Current tax expenses
Less: Valuation allowance
Income tax expenses
United States of America [Member]    
Profit (loss) before income tax (3,754,641) (225,114)
Permanent difference 3,754,641 225,114
Taxable income
Income tax rate (in percent) 34.00% 34.00%
Current tax expenses
Less: Valuation allowance
Income tax expenses
INCOME TAX (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Loss before income tax $ 4,137,336 $ 905,505
Malaysia [Member]    
Loss before income tax $ 382,695 $ 680,391
Income tax rate (in percent) 24.00% 24.00%
United States of America [Member]    
Loss before income tax $ 3,754,641 $ 225,114
Income tax rate (in percent) 34.00% 34.00%
RELATED PARTIES TRANSCTIONS (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Amount of due from related parties $ 32,986 $ 27,082
Ho Wah Genting Berhad [Member]    
Amount of due from related parties 9,020
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 $ 18,062
RELATED PARTIES TRANSCTIONS (Details 1) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Amount due from director $ 5,427
LIM WEE KIAT [Member]    
Amount due from director 1,482
LEONG YEE MING [Member]    
Amount due from director $ 3,945
RELATED PARTIES TRANSCTIONS (Details 2) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Amount of due from an associated company $ 103,024
Amount due from related parties 136,010 32,509
Vitaxel Corp Thailand, Ltd [Member]    
Amount of due from an associated company $ 103,024
RELATED PARTIES TRANSCTIONS (Details 3) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Due to a related party $ 2,370,003 $ 632,239
Dato Lim Hui Boon [Member]    
Due to a related party 40,491
Ho Wah Genting Group Sdn Berhad [Member]    
Due to a related party 607,918
Ho Wah Genting Group Sdn Bhd [Member]    
Due to a related party 1,703 8,087
Genting Highlands Taxi Services SDN BHD [Member]    
Due to a related party 11,820 16,234
V Spark Malaysia Sdn Bhd [Member]    
Due to a related party 4,967
Grande LegacyInc [Member]    
Due to a related party $ 2,311,022