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Document and Entity Information - shares
9 Months Ended
Sep. 30, 2016
Nov. 15, 2016
Document And Entity Information    
Entity Registrant Name Vitaxel Group Ltd  
Entity Central Index Key 0001623590  
Document Type 10-Q  
Trading Symbol VXEL  
Document Period End Date Sep. 30, 2016  
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 Common Stock, Shares Outstanding   5,098,725,000
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2016  
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
CURRENT ASSETS    
Cash and cash equivalents $ 96,898 $ 303,794
Prepayment 12,778 $ 12,308
Deferred tax asset 7,914
Amount due from an associate company 24,623
Inventories 16,896 $ 9,870
Other receivables and other assets 99,366 53,324
Total Current Assets 258,475 $ 379,296
NON-CURRENT ASSETS    
Long-term Investment 61,685
Property, plant and equipment, net 209,263 $ 104,857
Total Non-Current Assets 270,948 104,857
TOTAL ASSETS 529,423 484,153
CURRENT LIABILITIES    
Amounts due to a related party 1,403,508 $ 233,100
Amounts due to a director 24,201
Commission payables 265,687 $ 537,655
Accounts payable 6,203
Accruals and other payables 611,012 $ 735,143
Tax payable 5,685 17,586
Total Current Liabilities 2,316,296 $ 1,523,484
NON-CURRENT LIABILITY    
Deferred tax liability 7,914
TOTAL LIABILITIES $ 2,324,210 $ 1,523,484
Commitments and Contingencies
STOCKHOLDERS' EQUITY    
Common stock par value $0.000001: 99,975,000,000 shares authorized; 5,098,725,000 and 3,999,000,000 shares issued and outstanding, respectively $ 5,099 $ 3,999
Additional paid-in capital 509,348 510,448
Accumulated deficit (2,457,285) (1,733,633)
Accumulated other comprehensive income 148,051 179,855
Total Stockholders' Equity (1,794,787) (1,039,331)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 529,423 $ 484,153
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.000001 $ 0.000001
Common stock, authorized 99,975,000,000 99,975,000,000
Common stock, issued 5,098,725,000 3,999,000,000
Common stock, outstanding 5,098,725,000 3,999,000,000
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Statement [Abstract]        
REVENUE $ 434,890 $ 897,995 $ 1,729,802 $ 1,751,536
COST OF REVENUE (312,278) (755,399) (1,223,587) (1,678,124)
GROSS PROFIT 122,612 142,596 506,215 73,412
OPERATING EXPENSES        
Selling expense (80) (4,833) (1,595) (6,739)
General and administrative expenses (373,645) (331,907) (1,303,948) (725,491)
Total Operating Expenses (373,725) (336,740) (1,305,543) (732,230)
LOSS FROM OPERATIONS (251,113) $ (194,144) (799,328) $ (658,818)
INVESTMENT INCOME, NET $ 36,412 36,412
OTHER INCOME/(EXPENSE), NET        
Other Income 71,629
Other Expense $ (22,609) $ (94,624) (32,365) $ (99,395)
Total Other Income / (Expense), net (22,609) (94,624) 39,264 (99,395)
NET LOSS BEFORE TAXES $ (237,310) $ (288,768) $ (723,652) $ (758,213)
Income tax expense
Net loss $ (237,310) $ (288,768) $ (723,652) $ (758,213)
OTHER COMPREHENSIVE (LOSS)/INCOME        
Foreign currency translation adjustment 74,022 141,946 (31,804) 332,149
TOTAL COMPREHENSIVE (LOSS) $ (163,288) $ (146,822) $ (755,456) $ (426,064)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (723,652) $ (758,213)
Adjustments to reconcile net loss to cash used in operating activities:    
Depreciation - property, plant and equipment 15,604 $ 3,034
Prepayment $ (470)
Bad debt allowance - Other receivable $ 56,794
Other receivables and other assets $ (46,042) $ (48,695)
Deferred tax asset (7,914)
Inventories (7,026) $ 11,807
Trade creditor $ 6,203
Defer revenue $ 166,570
Amount due from related parties $ (24,623)
Commission payables (271,968)
Other payables and accrued expenses (124,131) $ 1,085,347
Deferred tax liability 7,914
Tax payable (11,901)
Net cash (used in) generated from operating activities (1,188,006) $ 516,644
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property, plant and equipment (115,286) $ (19,626)
Purchase of intangible assets (4,724)
Net cash used in investing activities (120,010) $ (19,626)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from directors $ 24,201 (11,897)
Proceeds from/(Repayments to) stockholders $ (134,713)
Proceeds from related parties $ 1,108,723
Net cash provided by (used in) financing activities 1,132,924 $ (146,610)
EFFECT OF EXCHANGE RATES ON CASH (31,804) 135,293
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (206,896) 485,701
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 303,794 29,224
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 96,898 $ 514,925
SUPPLEMENTAL OF CASH FLOW INFORMATION    
Cash paid for interest expenses
Cash paid for income tax
ORGANIZATION AND BUSINESS
9 Months Ended
Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS
  1. ORGANIZATION AND BUSINESS

 

VitaxelGroup Limited (formerly Albero, Corp., the “Company”), incorporated in Nevada, is engaged in direct selling industryand online shopping platform primarily through its operating entities in Malaysia.

 

VitaxelSDN BHD ("Vitaxel"), was incorporated in Malaysia on August 10, 2012. The Company is primarily engaged in the direct selling industryutilizing a multi-level marketing model with an emphasis on travel, entertainment and lifestyle products and services.

 

VitaxelOnline Mall SBN BHD ("Vionmall"), was incorporated in Malaysia on September 22, 2015. The Company is primarily in developing onlineshopping platforms geared to Vitaxel and its members and the third party suppliers of products and services.

 

VitaxelSingapore PTE. Ltd. (“Vitaxel Singapore”) was incorporated in Singapore on February 16, 2016.

 

REVERSEACQUISITION

 

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

 

Inconnection with the Share Exchange and pursuant to the Split-Off Agreement, we transferred our pre-Share Exchange assets and liabilitiesto our pre-Share Exchange majority stockholder, in exchange for the surrender by him and cancellation of 3,000,000 shares of ourCommon Stock

 

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

 

Inaccordance 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 Vionmallprior to the Share Exchange in all future filings with the SEC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2016
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basisof presentation

Theaccompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principlesgenerally accepted in the United States of America (“U.S. GAAP”) for interim financial information article 10 of RegulationS-X.

 

Thisbasis 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.

 

Fiscalyear end is December 31.

 

Useof estimates

Thepreparation of consolidated financial statements in conformity with accounting principles generally accepted in the United Statesof America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting periods. Actual results could differ from those estimates.

 

Foreigncurrency translation and transactions

Thefunctional currency of the Company is the Malaysian Ringgit (“MYR”) and reporting currency of the Company is UnitedStates Dollar “USD”). The financial statements of the Company are translated into USD using the exchange rate as ofthe balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translationgains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders' equity.

 

Cashand cash equivalents

Cashand cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, andwhich have original maturities of three months or less when purchased.

 

Accountsreceivable

Accountsreceivable are recognized and carried at original invoiced amount less an allowance for any potential uncollectible amounts. Anestimate 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 period ended September 30, 2016 and for the yearended December 31, 2015, the Company did not write off any accounts receivable as bad debts.

 

Fairvalue of financial instruments

FASBASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs tothose valuation techniques reflect assumptions other market participants would use based upon market data obtained from independentsources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

 

Level1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company hasthe ability to access.

 

Level2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

 

Level3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fairvalue measurements.

 

ASC820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measurefair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized isbased on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximizethe use of observable inputs and minimize the use of unobservable inputs. As of September 30, 2016 and December 31, 2015, noneof the Company’s assets and liabilities was required to be reported at fair value on a recurring basis. Carrying valuesof non-derivative financial instruments, including cash, accounts receivables, payables and accrued liabilities, approximate theirfair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions duringthe periods presented.

 

Inventories

Inventoriesare stated at lower of cost or market, 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 andthe raw material items with large amounts, and by a category basis for low value raw material items.

 

Long-terminvestment

OnOctober 5, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registeredin Thailand, and hold 47.99% shares of it. The long-term investment is accounted using in equity method.

 

Property,plant and equipment, net

Property,plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis overthe following estimated useful lives:

 

Office equipment   10 years
Furniture and fixtures   10 years
Leasehold improvement   10 years

 

Revenuerecognition

Productsales − The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass to theindependent members or purchasers of the products. Product sales are recognized net of product returns, discounts and taxes. Areserve for product returns is accrued based on historical experience. There was no deferred revenue accrued as of September 30,2016 and December 31, 2015.

 

Membershipfee − The Company recognizes the membership fee revenue over the term of the membership, which is 12 months. The revenuewill not be recognized until the 10 days cooling-off period is expired. For the period ended September 30, 2016 and for the yearended December 31, 2015, all membership fees were waived by the Company for promotion purpose.

 

Loyaltyprogram

TheCompany 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.

 

TheCompany allocates consideration received from the sale of goods to the goods sold and the redemption points issued that are expectedto be redeemed.

 

Theconsideration allocated to the redemptions points issued is measured at fair value of the redemption points. It is recognizedas 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 thathave been redeemed, relative to the number expected to redeem.

 

Asof September 30, 2016 and December 31, 2015, there was no such deferred revenue recorded.

 

Incometaxes

Currentincome taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognizedwhen temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the combined financialstatements.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 aportion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities areindividually classified as current and non-current based on their characteristics.

 

Theimpact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-notto be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has lessthan a 50% likelihood of being sustained. Interest and penalties on income taxes are classified as a component of the provisionsfor income taxes. The Company did not recognize any income tax due to uncertain tax positions or incur any interest and penaltiesrelated to potential underpaid income tax expense as of September 30, 2016 and December 31, 2015.

 

ForwardStock split  

OnJanuary 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 “RecordDate”). On February 22, 2016, Financial Industry Regulatory Authority, Inc. (“FINRA”) notified us of its announcementof the payment date of the Stock Split as February 23, 2016 (the “Payment Date”). On the Payment Date, as a resultof the Stock split, each holder of our common stock as of the Record Date received 1332 additional shares of our common stockfor each one share owned, rounded up to the nearest whole share. All common stock share amounts referenced in this Quarterly Reportgive retroactive effect to the Stock Split.

 

Comprehensiveloss

Comprehensiveloss includes net loss and cumulative foreign currency translation adjustments and is reported in the Combined Statement of ComprehensiveLoss.

 

Lossper share

Theloss per share is computed using the weighted average number of shares outstanding during the fiscal years. For the period endedSeptember 30, 2016 and for the year ended December 31, 2015, there was no dilutive effect due to net loss.

 

Recentlyissued accounting pronouncements

 

Financialinstrument: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognitionand Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certainaspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscalyears, 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 ourconsolidated financial statements.

 

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

 

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

GOING CONCERN
9 Months Ended
Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN
3. GOING CONCERN

 

Theaccompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Companyhas incurred losses since its inception resulting in an accumulated deficit of $2,457,285 as of September 30, 2016. The abilityto continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining thenecessary financing to meet its obligations and repay its liabilities arising from normal business operations when they becomedue. These combined financial statements do not include any adjustments to the recoverability and classification of recorded assetamounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

TheCompany 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 operationsas well as to achieve our strategic objectives, our principal shareholders have indicated the intent and ability to provide additionalequity financing.

 

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

OTHER RECEIVABLES AND OTHER ASSETS
9 Months Ended
Sep. 30, 2016
Other Receivables And Other Assets  
OTHER RECEIVABLES AND OTHER ASSETS
4. OTHER RECEIVABLES AND OTHER ASSETS

 

Otherreceivables and other assets consist of the following:

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Deposits (1)   $ 96,479     $ 45,830  
Others (2)     2,887       7,494  
    $ 99,366     $ 53,324  

 

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

(2)         Othersmainly consists other miscellaneous payments.

LONG-TERM INVESTMENT
9 Months Ended
Sep. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]  
LONG-TERM INVESTMENT
5. LONG-TERM INVESTMENT

 

OnOctober 5, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registeredin Thailand, and hold 47.99% shares of it. The long-term investment is accounted using the equity method.

 

Long-terminvestment consists of the following:

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Long-term investment -cost   $ 27,539     $ -  
Long-term investment -income     36,412       -  
Foreign currency translation adjustment     (2,266 )     -  
    $ 61,685     $ -  
PROPERTY, PLANT AND EQUIPMENT, NET
9 Months Ended
Sep. 30, 2016
Property, Plant and Equipment, Net [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET
6. PROPERTY, PLANT AND EQUIPMENT, NET

 

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

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Office equipment   $ 32,482     $ 19,160  
Computer equipment     61,173       29,945  
Furniture and fittings     7,434       12,238  
Electrical & fitting     366       -  
Motor vehicle     16,621       -  
Software and website     4,724       -  
Renovations     108,719       50,166  
      231,519       111,509  
                 
Less: Accumulated depreciation     (22,256 )     (6,652 )
                 
 Balance at end of period/year   $ 209,263     $ 104,857  

 

Depreciationexpenses charged to the statements of operations for the period ended September 30, 2016 and December 31, 2015 were $15,604 and$4,958 respectively.

ACCRUALS AND OTHER PAYABLES
9 Months Ended
Sep. 30, 2016
Payables and Accruals [Abstract]  
ACCRUALS AND OTHER PAYABLES
7. ACCRUALS AND OTHER PAYABLES

 

Accrualsand other payables consist of the following:

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Provisions   $ 552,457     $ 594,492  
Others     58,555       140,651  
 Balance at end of period/year   $ 611,012     $ 735,143  
AMOUNT DUE TO A DIRECTOR
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
AMOUNT DUE TO A DIRECTOR
  8. AMOUNT DUE TO A DIRECTOR

 

    As of
September 30,
2016
    As of 
December 31,
2015
 
Amounts due to a director                
Lim Chun Hoo   $ 24,201     $ -  
AMOUNT DUE FROM AN ASSOCIATE COMPANY
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
AMOUNT DUE FROM AN ASSOCIATE COMPANY
  9. AMOUNT DUE FROM AN ASSOCIATE COMPANY

 

    As of
September 30,
2016
    As of 
December 31,
2015
 
Amounts due to an associate company                
Vitaxel Corporation Thailand Co., Ltd.   $ 24,623     $ -  
RELATED PARTIES TRANSCTIONS
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
RELATED PARTIES TRANSCTIONS

 

  10. RELATED PARTIES TRANSCTIONS

 

Asof September 30, 2016 and December 31, 2015, the amount of due to a related party, Ho Wah Genting Group Sdn Bhd, was $664,124and $557,406 respectively. In addition, the amount due to Dato’ Lim Hui Boom, the President of Ho Wah Genting Group SdnBhd, was $707,403 and $99,379 respectively as of September 30, 2016 and December 31, 2015. The amount due to Ho Wah Genting HolidaySdn Bhd was $6,232 as of September 30, 2016 and nil as of December 31, 2015. The amount due to the Company’s associate,Vitaxel Corporation Thailand Co., Ltd., was $25,749 as of September 30, 2016 and nil as of December 31, 2015.

 

TheCompany recognized an expense of $25,162 pertaining to a forfeited deposit for a group air ticket during the nine months endedSeptember 30, 2016, which was paid to its affiliate, Ho Wah Genting Holiday Sdn. Bhd.

 

TheCompany recognized an expense of $104,785 pertaining to a forfeited deposit for a group air ticket during the year ended 31 December2015, which was paid to its affiliate, Ho Wah Genting Holiday Sdn. Bhd.

COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
11. COMMITMENTS AND CONTINGENCIES

 

CapitalCommitments

Asof September 30, 2016 and December 31, 2015, Company has no capital commitments.

 

OperationCommitments

Thetotal future minimum lease payments under the non-cancellable operating lease with respect to the office and the dormitory, aswell as hardware trading platform as of September 30, 2016 are payable as follows:

 

Year ending December 31, 2016     49,150  
Year ending December 31, 2017     90,810  
Year ending December 31, 2018     22,122  
Total   $ 162,082  

 

Rentalexpense of the Company was $90,527 and $3,195 for the period ended September 30, 2016 and 2015, respectively.

SUBSEQUENT EVENT
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENT
12. SUBSEQUENT EVENT

 

OnOctober 31, 2016, allotment of shares of 3,500,000 was filed to The Malaysian Institute of Chartered Secretaries and Administratorsby Vitaxel SDN BHD to increase the share capital from 1,500,000 shares to 5,000,000 shares, without any change in par value pershare. This event has no impact on the consolidated financial statements because the share capital of Vitaxel SDN BHD is eliminatedupon consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2016
Accounting Policies [Abstract]  
Basis of presentation

Basisof presentation

Theaccompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principlesgenerally accepted in the United States of America (“U.S. GAAP”) for interim financial information article 10 of RegulationS-X.

 

Thisbasis 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.

 

Fiscalyear end is December 31.

Use of estimates

Useof estimates

Thepreparation of consolidated financial statements in conformity with accounting principles generally accepted in the United Statesof America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting periods. Actual results could differ from those estimates.

Foreign currency translation and transactions

Foreigncurrency translation and transactions

Thefunctional currency of the Company is the Malaysian Ringgit (“MYR”) and reporting currency of the Company is UnitedStates Dollar “USD”). The financial statements of the Company are translated into USD using the exchange rate as ofthe balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translationgains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders' equity.

Cash and cash equivalents

Cashand cash equivalents

Cashand cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, andwhich have original maturities of three months or less when purchased.

Accounts receivable

Accountsreceivable

Accountsreceivable are recognized and carried at original invoiced amount less an allowance for any potential uncollectible amounts. Anestimate 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 period ended September 30, 2016 and for the yearended December 31, 2015, the Company did not write off any accounts receivable as bad debts.

Fair value of financial instruments

Fairvalue of financial instruments

FASBASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs tothose valuation techniques reflect assumptions other market participants would use based upon market data obtained from independentsources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

 

Level1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company hasthe ability to access.

 

Level2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

 

Level3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fairvalue measurements.

 

ASC820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measurefair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized isbased on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximizethe use of observable inputs and minimize the use of unobservable inputs. As of September 30, 2016 and December 31, 2015, noneof the Company’s assets and liabilities was required to be reported at fair value on a recurring basis. Carrying valuesof non-derivative financial instruments, including cash, accounts receivables, payables and accrued liabilities, approximate theirfair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions duringthe periods presented.

Inventories

Inventories

Inventoriesare stated at lower of cost or market, 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 andthe raw material items with large amounts, and by a category basis for low value raw material items.

Long-term investment

Long-terminvestment

OnOctober 5, 2016, the Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registeredin Thailand, and hold 47.99% shares of it. The long-term investment is accounted using in equity method.

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 overthe following estimated useful lives:

 

Office equipment   10 years
Furniture and fixtures   10 years
Leasehold improvement   10 years
Revenue recognition

Revenuerecognition

Productsales − The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass to theindependent members or purchasers of the products. Product sales are recognized net of product returns, discounts and taxes. Areserve for product returns is accrued based on historical experience. There was no deferred revenue accrued as of September 30,2016 and December 31, 2015.

 

Membershipfee − The Company recognizes the membership fee revenue over the term of the membership, which is 12 months. The revenuewill not be recognized until the 10 days cooling-off period is expired. For the period ended September 30, 2016 and for the yearended December 31, 2015, all membership fees were waived by the Company for promotion purpose.

Loyalty program

Loyaltyprogram

TheCompany 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.

 

TheCompany allocates consideration received from the sale of goods to the goods sold and the redemption points issued that are expectedto be redeemed.

 

Theconsideration allocated to the redemptions points issued is measured at fair value of the redemption points. It is recognizedas 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 thathave been redeemed, relative to the number expected to redeem.

 

Asof September 30, 2016 and December 31, 2015, there was no such deferred revenue recorded.

Income taxes

Incometaxes

Currentincome taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognizedwhen temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the combined financialstatements.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 aportion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities areindividually classified as current and non-current based on their characteristics.

 

Theimpact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-notto be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has lessthan a 50% likelihood of being sustained. Interest and penalties on income taxes are classified as a component of the provisionsfor income taxes. The Company did not recognize any income tax due to uncertain tax positions or incur any interest and penaltiesrelated to potential underpaid income tax expense as of September 30, 2016 and December 31, 2015.

Forward Stock split

ForwardStock split  

OnJanuary 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 “RecordDate”). On February 22, 2016, Financial Industry Regulatory Authority, Inc. (“FINRA”) notified us of its announcementof the payment date of the Stock Split as February 23, 2016 (the “Payment Date”). On the Payment Date, as a resultof the Stock split, each holder of our common stock as of the Record Date received 1332 additional shares of our common stockfor each one share owned, rounded up to the nearest whole share. All common stock share amounts referenced in this Quarterly Reportgive retroactive effect to the Stock Split.

Comprehensive loss

Comprehensiveloss

Comprehensiveloss includes net loss and cumulative foreign currency translation adjustments and is reported in the Combined Statement of ComprehensiveLoss.

Loss per share

Lossper share

Theloss per share is computed using the weighted average number of shares outstanding during the fiscal years. For the period endedSeptember 30, 2016 and for the year ended December 31, 2015, there was no dilutive effect due to net loss.

Recently issued accounting pronouncements

Recentlyissued accounting pronouncements

 

Financialinstrument: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognitionand Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certainaspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscalyears, 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 ourconsolidated financial statements.

 

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

 

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2016
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 overthe following estimated useful lives:

 

Office equipment   10 years
Furniture and fixtures   10 years
Leasehold improvement   10 years
OTHER RECEIVABLES AND OTHER ASSETS (Tables)
9 Months Ended
Sep. 30, 2016
Other Receivables And Other Assets  
Schedule of other receivables and other assets

Otherreceivables and other assets consist of the following:

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Deposits (1)   $ 96,479     $ 45,830  
Others (2)     2,887       7,494  
    $ 99,366     $ 53,324  

 

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

(2)         Othersmainly consists other miscellaneous payments.

LONG-TERM INVESTMENT (Tables)
9 Months Ended
Sep. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of long-term investment

Long-terminvestment consists of the following:

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Long-term investment -cost   $ 27,539     $ -  
Long-term investment -income     36,412       -  
Foreign currency translation adjustment     (2,266 )     -  
    $ 61,685     $ -  
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
9 Months Ended
Sep. 30, 2016
Property, Plant and Equipment, Net [Abstract]  
Schedule of property, plant and equipment, net

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

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Office equipment   $ 32,482     $ 19,160  
Computer equipment     61,173       29,945  
Furniture and fittings     7,434       12,238  
Electrical & fitting     366       -  
Motor vehicle     16,621       -  
Software and website     4,724       -  
Renovations     108,719       50,166  
      231,519       111,509  
                 
Less: Accumulated depreciation     (22,256 )     (6,652 )
                 
 Balance at end of period/year   $ 209,263     $ 104,857  
ACCRUALS AND OTHER PAYABLES (Tables)
9 Months Ended
Sep. 30, 2016
Payables and Accruals [Abstract]  
Schedule of accruals and other payables

Accrualsand other payables consist of the following:

 

    As of 
September 30,
2016
    As of 
December 31,
2015
 
             
Provisions   $ 552,457     $ 594,492  
Others     58,555       140,651  
 Balance at end of period/year   $ 611,012     $ 735,143  
AMOUNT DUE TO A DIRECTOR (Tables)
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
Schedule of due to director

 

    As of
September 30,
2016
    As of 
December 31,
2015
 
Amounts due to a director                
Lim Chun Hoo   $ 24,201     $ -  
AMOUNT DUE FROM AN ASSOCIATE COMPANY (Tables)
9 Months Ended
Sep. 30, 2016
Amount Due From Associate Company Tables  
Schedule of amount due from an associate company

 

    As of
September 30,
2016
    As of 
December 31,
2015
 
Amounts due to an associate company                
Vitaxel Corporation Thailand Co., Ltd.   $ 24,623     $ -  
COMMITMENTS AND CONTINGENCIES (Tables)
9 Months Ended
Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future minimum lease payments under the non-cancellable operating lease

Thetotal future minimum lease payments under the non-cancellable operating lease with respect to the office and the dormitory, aswell as hardware trading platform as of September 30, 2016 are payable as follows:

 

Year ending December 31, 2016     49,150  
Year ending December 31, 2017     90,810  
Year ending December 31, 2018     22,122  
Total   $ 162,082  
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)
9 Months Ended
Sep. 30, 2016
Office 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
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives P10Y
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
9 Months Ended
Feb. 23, 2016
shares
Jan. 27, 2016
$ / shares
Sep. 30, 2016
USD ($)
$ / shares
Oct. 05, 2016
USD ($)
Oct. 05, 2016
THB
Dec. 31, 2015
$ / shares
Dec. 31, 2015
THB
Description of uncertain income tax position    

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

       
Description of forward stock split ratio  

1333-for-1 forward stock split

         
Common stock, par value (in dollars per share) | $ / shares   $ 0.000001 $ 0.000001     $ 0.000001  
Number of shares issued upon forward stock split | shares 1,332            
Vitaxel Corporation Thailand Co., Ltd [Member]              
Long-term investment -cost     $ 27,539 $ 27,539    
Ownership percentage       47.99% 47.99%    
Vitaxel Corporation Thailand Co., Ltd [Member] | Thailand, Baht [Member]              
Long-term investment -cost | THB         THB 958,000    
GOING CONCERN (Details Narrative) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 2,457,285 $ 1,733,633
OTHER RECEIVABLES AND OTHER ASSETS (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Other Receivables And Other Assets    
Deposits [1] $ 96,479 $ 45,830
Others [2] 2,887 7,494
Total other receivables and other assets $ 99,366 $ 53,324
[1] Deposits represented payments for rental, utilities, and construction funds to government department.
[2] Others mainly consists other miscellaneous payments.
LONG-TERM INVESTMENT (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Sep. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Dec. 31, 2015
THB
Oct. 05, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2015
THB
Long-term investment -income $ 36,412 $ 36,412        
Long-term investment 61,685   61,685        
Vitaxel Corporation Thailand Co., Ltd [Member]                
Long-term investment -cost 27,539   27,539     $ 27,539  
Long-term investment -income     36,412        
Foreign currency translation adjustment     (2,266)        
Long-term investment $ 61,685   $ 61,685        
LONG-TERM INVESTMENT (Details Narrative) - Vitaxel Corporation Thailand Co., Ltd [Member]
Oct. 05, 2016
USD ($)
Oct. 05, 2016
THB
Sep. 30, 2016
USD ($)
Dec. 31, 2015
THB
Long-term investment -cost $ 27,539   $ 27,539
Ownership percentage 47.99% 47.99%    
Thailand, Baht [Member]        
Long-term investment -cost   THB 958,000    
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year $ 231,519 $ 111,509
Less: Accumulated depreciation (22,256) (6,652)
Balance at end of period/year 209,263 104,857
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 32,482 19,160
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 61,173 29,945
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 7,434 $ 12,238
Electrical and Fitting [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 366
Motor Vehicle [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 16,621
Software and Website [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year 4,724
Renovations [Member]    
Property, Plant and Equipment [Line Items]    
Balance at beginning of period/year $ 108,719 $ 50,166
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Property, Plant and Equipment, Net [Abstract]      
Depreciation expenses $ 15,604 $ 3,034 $ 4,958
ACCRUALS AND OTHER PAYABLES (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Payables and Accruals [Abstract]    
Provisions $ 552,457 $ 594,492
Others 58,555 140,651
Balance at end of period/year $ 611,012 $ 735,143
AMOUNT DUE TO A DIRECTOR (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Related Party Transaction [Line Items]    
Amounts due to a director $ 24,201
Mr. Lim Chun Hoo [Member]    
Related Party Transaction [Line Items]    
Amounts due to a director $ 24,201
AMOUNT DUE FROM AN ASSOCIATE COMPANY (Details)
Sep. 30, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2015
THB
Amount due from an associate company $ 24,623  
Vitaxel Corporation Thailand Co., Ltd [Member]      
Amount due from an associate company $ 24,623  
RELATED PARTIES TRANSCTIONS (Details Narrative)
9 Months Ended 12 Months Ended
Sep. 30, 2016
USD ($)
Dec. 31, 2015
USD ($)
Sep. 30, 2016
THB
Dec. 31, 2015
THB
Related Party Transaction [Line Items]        
Due to a related party $ 1,403,508 $ 233,100    
Vitaxel Corporation Thailand Co., Ltd [Member]        
Related Party Transaction [Line Items]        
Due to a related party 25,749    
Ho Wah Genting Group Sdn Bhd [Member]        
Related Party Transaction [Line Items]        
Due to a related party 664,124 557,406    
Dato Lim Hui Boon [Member]        
Related Party Transaction [Line Items]        
Due to a related party 707,403 99,379    
Ho Wah Genting Holiday Sdn. Bhd [Member]        
Related Party Transaction [Line Items]        
Due to a related party | THB     THB 6,232
Forfeited deposit for a group air ticket expenses $ 25,162 $ 104,785    
COMMITMENTS AND CONTINGENCIES (Details)
Sep. 30, 2016
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Year ending December 31, 2016 $ 49,150
Year ending December 31, 2017 90,810
Year ending December 31, 2018 22,122
Total $ 162,082
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]    
Rental expense $ 90,527 $ 3,195
SUBSEQUENT EVENT (Details Narrative) - shares
Oct. 31, 2016
Sep. 30, 2016
Dec. 31, 2015
Common stock, authorized   99,975,000,000 99,975,000,000
Subsequent Event [Member] | Vitaxel SDN BHD [Member]      
Allotment of shares 3,500,000    
Subsequent Event [Member] | Vitaxel SDN BHD [Member] | Minimum [Member]      
Common stock, authorized 1,500,000    
Subsequent Event [Member] | Vitaxel SDN BHD [Member] | Maximum [Member]      
Common stock, authorized 5,000,000