The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
The accompanying notes are an integral part
of these financial statements.
NOTES TO FINANCIAL STATEMENTS
(In U.S. dollars)
1.
|
ORGANIZATION AND BUSINESS
|
Grande Legacy Inc. (“GL”),
was incorporated in British Virgin Islands on March 11, 2008. The Company provide consultancy services to companies that desired
to expand its business overseas by assisting in establishing offices, hiring employees, drafting business plan and conducting business
in overseas markets for their clients. The Company is also engaged in the direct selling industry utilizing the online E-Commerce
business model with an emphasis on travel, entertainment and lifestyle products and services.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of presentation
The accompanying financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information Article 8 of Regulation S-X.
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.
Use of estimates
The preparation of 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.
Cash and cash equivalents
Cash and cash equivalents comprise
cash and bank balances, term deposits and other short-term, highly liquid investments that are readily convertible into cash with
insignificant risk of changes in value, against which bank overdraft, if any, are deducted.
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 December31, 2016 and 2015, none of the Company’s assets and liabilities were 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.
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. No product sales was recorded for the year ended December 31, 2016 and 2015.
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. No membership fee sales was recorded for the year ended December 31, 2016 and 2015.
Loyalty program
The Company allocates consideration
received from the sale of goods to the goods sold and the redemption points issued that are expected to be redeemed.
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, 2016 and 2015,
there was no such deferred revenue recorded.
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.
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 as of December 31, 2016, and 2015 due to company being a BVI (British Virgin Islands) entity,
is subject to zero-rated income tax regime.
Comprehensive loss
ASC 220 “Comprehensive
Income”, establishes standards for the reporting and display of comprehensive income and its components in the financial
statements. As of December 31, 2016 and December 31, 2015, the Company does not have items that represented components of comprehensive
income.
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, 2016 and 2015,
there is no dilutive effect due to net loss for the periods.
Recently issued accounting
pronouncements
Revenue from Contracts with
Customers
In May 2014, the FASB issued ASU 2014-09,
Revenue
from Contracts with Customers (Topic 606).
Under the update, revenue will be recognized based on a five-step model. The core
principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In 2015, the FASB deferred the effective date of the standard to annual and interim periods beginning after December 15, 2017.
Early adoption will be permitted for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating
the impact that adopting this ASU will have on its financial position, results of operations and cash flows.
The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since its inception resulting
in an accumulated deficit of $2,576 as of December 31, 2016. 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.
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.
4.
|
AMOUNT DUE TO RELATED PARTY
|
|
|
As of
December
31, 2016
|
|
|
As of
December
31, 2015
|
|
Amounts due to a related party
|
|
|
|
|
|
|
|
|
Datuk Seri Dato’ Lim Hui Boon (1)
|
|
$
|
6,644
|
|
|
$
|
6,648
|
|
|
(1)
|
Datuk Seri Dato’ Lim Hui Boon, a related party to a director of the company, Lim Hui Sing.
These amounts, for working capital purposes, were unsecured, interest-free and repayable on demand.
|
5.
|
COMMITMENTS AND CONTIGENCIES
|
There was no contract or lease
arrangement signed by the company that give rise to any present or future obligations as at December 31, 2016.
In accordance with FASB ASC 855-10 Subsequent Events,
the Company has analysed its operations subsequent event to December 31, 2016 to the date these financial statements were issued,
and has determined that the following material subsequent events were necessary to disclose in these financial statements.
On January 5, 2017, the Company executed a license
agreement with Vitaxel Group Limited (“Vitaxel”), a related company listed on OTC Market. The agreement grants the
Company exclusive use of Vitaxel Marks to operate a Vitaxel Business in countries other than Malaysia, Singapore and Thailand.
Subsequent to year end, the Company has promotes Vitaxel’s direct sales business in new markets: in United States, Vietnam,
Korea and Japan, which has led to significant income generation.
On December 15, 2017, Vitaxel Group Limited
(“Vitaxel”), a related company listed on OTC Market, entered into a Share Sale Agreement with Lim Hui Sing and Leong
Yee Ming (together, the “Sellers”) and Vitaxel Sdn. Bhd., a wholly-owned subsidiary of the Vitaxel (“Purchaser”).
Pursuant to the terms of the Agreement, at the closing for the transaction, the Sellers will sell to the Purchaser all their shares
in the Company, so that the Vitaxel shall become the indirect owner of all of the issued and outstanding shares of the capital
stock of the Company.
GRANDE LEGACY INC
BALANCE SHEET
(In U.S. dollars)
|
|
As of
September 30,
|
|
|
As of
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
525,442
|
|
|
$
|
4,072
|
|
Accounts receivables
|
|
|
25,080
|
|
|
|
—
|
|
Amount due from related companies
|
|
|
991,537
|
|
|
|
—
|
|
Prepayments
|
|
|
25,746
|
|
|
|
—
|
|
Total Current Assets
|
|
|
1,567,805
|
|
|
|
4,072
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
1,567,805
|
|
|
$
|
4,072
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payables
|
|
$
|
689,555
|
|
|
$
|
—
|
|
Amount due to related party
|
|
|
6,708
|
|
|
|
6,644
|
|
Other payables
|
|
|
16,920
|
|
|
|
—
|
|
Total Current Liabilities
|
|
|
713,183
|
|
|
|
6,644
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
713,183
|
|
|
|
6,644
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 5)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Common stock, $1 par value, 50,000 shares authorized, 4 shares issued and outstanding
|
|
|
4
|
|
|
|
4
|
|
Retained earnings / (Accumulated deficit)
|
|
|
854,618
|
|
|
|
(2,576
|
)
|
Total Stockholders’ Equity
|
|
|
854,622
|
|
|
|
(2,572
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,567,805
|
|
|
$
|
4,072
|
|
The accompanying notes are an integral part
of these financial statements.
GRANDE LEGACY INC
STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
(In U.S. dollars)
(UNAUDITED)
|
|
Nine months ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$
|
3,116,210
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE
|
|
|
(2,095,374
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
GROSS LOSS
|
|
|
1,020,836
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
(159,944
|
)
|
|
|
|
|
General and administrative expenses
|
|
|
(6,583
|
)
|
|
|
(2,298
|
)
|
Total Operating Expenses
|
|
|
(166,527
|
)
|
|
|
(2,298
|
)
|
|
|
|
|
|
|
|
|
|
INCOME / (LOSS) FROM OPERATIONS
|
|
|
854,309
|
|
|
|
(2,298
|
)
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
2,885
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
INCOME / (LOSS) BEFORE TAXES
|
|
|
857,194
|
|
|
|
(2,298
|
)
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
NET INCOME / (LOSS)
|
|
$
|
857,194
|
|
|
$
|
(2,298
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME / (LOSS)
|
|
$
|
857,194
|
|
|
$
|
(2,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding during the period – basic and diluted
|
|
|
4
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
Earnings / (Loss) per share – Basic and diluted
|
|
$
|
214,299
|
|
|
$
|
(598
|
)
|
The accompanying notes are an integral part
of these financial statements.
GRANDE LEGACY INC
STATEMENTS OF CASH FLOWS
(In U.S. dollars)
(UNAUDITED)
|
|
Nine months ended September
30
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net income / (loss)
|
|
$
|
857,194
|
|
|
$
|
(2,298
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(25,080
|
)
|
|
|
—
|
|
Amount due from related parties
|
|
|
(788,986
|
)
|
|
|
—
|
|
Prepayments
|
|
|
(25,746
|
)
|
|
|
—
|
|
Accounts payable
|
|
|
689,555
|
|
|
|
—
|
|
Other payables and accrued expenses
|
|
|
16,920
|
|
|
|
—
|
|
Net cash generated from (used in) operating activities
|
|
|
723,857
|
|
|
|
(2,298
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Amount due from related parties
|
|
|
(202,551
|
)
|
|
|
—
|
|
Amount due to related party
|
|
|
64
|
|
|
|
(4
|
)
|
Net cash provided by financing activities
|
|
|
(202,487
|
)
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
521,370
|
|
|
|
(2,302
|
)
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
|
4,072
|
|
|
|
6,466
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
525,442
|
|
|
$
|
4,164
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for income tax
|
|
$
|
—
|
|
|
$
|
—
|
|
The accompanying notes are an integral part
of these financial statements.
GRANDE LEGACY INC
NOTES TO FINANCIAL STATEMENTS
(In U.S. dollars)
1.
|
ORGANIZATION AND BUSINESS
|
Grande Legacy Inc. (“GL”),
was incorporated in British Virgin Islands on March 11, 2008. The Company is primarily engaged in the direct selling industry utilizing
the online E-Commerce business model with an emphasis on travel, entertainment and lifestyle products and services.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of presentation
The accompanying financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information Article 8 of Regulation S-X.
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.
Use of estimates
The preparation of 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.
Cash and cash equivalents
Cash and cash equivalents comprise
cash and bank balances, term deposits and other short-term, highly liquid investments that are readily convertible into cash with
insignificant risk of changes in value, against which bank overdraft, if any, are deducted.
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 period ended September 30, 2017 and December 31, 2016, the Company did
not provide any bad debt allowance and 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 September 30, 2017 and 2016, none of the Company’s assets and liabilities were 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.
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. There was no product returns accrued as of September 30, 2017 and December 31, 2016.
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. No membership fee sales was recorded as of September 30, 2017 and December 31, 2016
as all membership fees were waived by the Company for the first year.
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 sale of goods to the goods sold and the redemption points issued that are expected to be redeemed.
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 September 30, 2017 and
December 31, 2016, there was no such deferred revenue recorded.
Income taxes
We are subject to income taxes
in both British Virgin Islands and foreign jurisdictions. 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 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.
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 as of September 30, 2017 and December 31, 2016, due to company being a BVI (British Virgin Islands)
entity, is subject to zero-rated income tax regime, and did not foresee any foreign taxes due to all income is of e-commerce.
Comprehensive loss
ASC 220 “Comprehensive
Income”, establishes standards for the reporting and display of comprehensive income and its components in the financial
statements. As of September 30, 2017 and December 31, 2016, the Company does not have items that represented components of comprehensive
income.
Income / (Loss) per share
The loss per share is computed
using the weighted average number of shares outstanding during the fiscal years. For the period ended September 30, 2017 and December
31, 2016, there is no dilutive effect due to net loss for the periods.
Concentration of Risk
The Company operate its business
globally, other than Malaysia, Singapore and Thailand. The Company generates revenue from sales to its distributors with no individual
distributor accounted for 10% or more of total revenue in the period ended September 30, 2017. However, the current market concentration
as a percent of net sales in the period ended September 30, 2017, were approximately as follows:
Countries
|
Percentage
|
Korea
|
72%
|
United States
|
18%
|
Vietnam
|
5%
|
Japan
|
5%
|
However, the Company
product concentrated on 1 vendor, Marketing Values Incorporated, that make up to 56% of the purchases in the period ended
September 30, 2017.
Recently issued accounting
pronouncements
Revenue from Contracts with
Customers
In May 2014, the FASB issued ASU 2014-09,
Revenue
from Contracts with Customers (Topic 606).
Under the update, revenue will be recognized based on a five-step model. The core
principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In 2015, the FASB deferred the effective date of the standard to annual and interim periods beginning after December 15, 2017.
Early adoption will be permitted for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating
the impact that adopting this ASU will have on its financial position, results of operations and cash flows.
|
|
As of
September
30,
2017
(Unaudited)
|
|
|
As
of
December 31,
2016
|
|
|
|
|
|
|
|
|
|
|
Prepayments (1)
|
|
$
|
25,746
|
|
|
$
|
—
|
|
|
(1)
|
Prepayments mainly consist of prepayment for purchase of e-products.
|
4.
|
RELATED PARTIES TRANSACTIONS
|
|
|
As of
September 30,
2017
(Unaudited)
|
|
|
As of
December 31,
2016
|
|
Amount due from related parties
|
|
|
|
|
|
|
|
|
Vitaxel Sdn Bhd (1) (2) (3)
|
|
|
788,986
|
|
|
|
—
|
|
Ho Wah Genting Group Sdn Berhad (2) (4)
|
|
|
202,551
|
|
|
|
—
|
|
Balance at end of period/year
|
|
$
|
991,537
|
|
|
$
|
—
|
|
|
|
As of
September 30,
2017
(Unaudited)
|
|
|
As of
December 31,
2016
|
|
Amount due to related party
|
|
|
|
|
|
|
Datuk Seri Dato’ Lim Hui Boon (2) (5)
|
|
6,708
|
|
|
6,644
|
|
Balance at end of period/year
|
|
$
|
6,708
|
|
|
$
|
6,644
|
|
|
(1)
|
A director of the Company, Leong Yee Ming, is also the CEO Vitaxel Group
Ltd, the holding company of Vitaxel Sdn Bhd.
|
|
(2)
|
Datuk Seri Dato’ Lim Hui Boon, a related party to a director of the
Company, Lim Hui Sing, is the President of both Ho Wah Genting Group Ltd and Vitaxel Group Ltd, the holding company of Ho Wah Genting
Sdn Berhad and Vitaxel Sdn Bhd respectively. As of September 30, 2017 and December 31, 2016, the amount due to the Datuk Seri Dato’
Lim Hui Boon was $6,708 and $6,644, respectively. These amounts were settled as of the date of this report.
|
|
(3)
|
On January 5, 2017, the company executed a license agreement with Vitaxel
Group Limited (“Vitaxel”), a related company listed on OTC Market. The agreement grants the company exclusive use of
Vitaxel Marks to operate a Vitaxel Business in countries other than Malaysia, Singapore and Thailand. During the period, the company
has promotes Vitaxel’s direct sales business in new markets: in United States, Vietnam, Korea and Japan, which has led to
significant income generation. However, due the company is still in the process of obtaining online payment gateway for its credit
card sales, the company is currently engaging Vitaxel Sdn Bhd, a wholly-owned subsidiary of Vitaxel, to collect credit card sales
proceeds on behalf. The amounts are unsecured, interest-free and repayable on demand.
|
|
(4)
|
The company has made advance payment during the period to Ho Wah Genting
Sdn Berhad for marketing and campaign purposes. The amounts are unsecured, interest-free and repayable on demand.
|
5.
|
COMMITMENTS AND CONTIGENCIES
|
There was no contract or lease
arrangement signed by the company that give rise to any present or future obligations as at September 30, 2017.
On December 15, 2017, Vitaxel Group Limited
(“Vitaxel”), a related company listed on OTC Market, entered into a Share Sale Agreement with Lim Hui Sing and Leong
Yee Ming (together, the “Sellers”) and Vitaxel Sdn. Bhd., a wholly-owned subsidiary of the Vitaxel (“Purchaser”).
Pursuant to the terms of the Agreement, at the closing for the transaction, the Sellers will sell to the Purchaser all their shares
in the company, so that the Vitaxel shall become the indirect owner of all of the issued and outstanding shares of the capital
stock of the company. In consideration for such sale, Vitaxel shall issue to each of the Sellers 37,500,000 shares of its common
stock.
In accordance with FASB ASC 855-10 Subsequent Events,
the Company has analysed its operations subsequent event from September 30, 2017 to the date these financial statements were
issued, and has determined that the following material subsequent events were necessary to disclose in these financial statements.
VITAXEL
GROUP LIMITED
Unaudited
Pro Forma Consolidated Balance Sheets
December
31, 2016
|
|
Vitaxel
Group Limited
|
|
|
Grande
Legacy Inc
|
|
|
Eliminations
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
105,432
|
|
|
$
|
4,072
|
|
|
$
|
—
|
|
|
$
|
109,504
|
|
Accounts receivable
|
|
|
1,944
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,944
|
|
Inventories
|
|
|
53,913
|
|
|
|
—
|
|
|
|
—
|
|
|
|
53,913
|
|
Amount due from
related companies
|
|
|
27,082
|
|
|
|
—
|
|
|
|
—
|
|
|
|
27,082
|
|
Amount due from
an associated companies
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Due from director
|
|
|
5,427
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,427
|
|
Other receivables,
prepayments and other current assets
|
|
|
27,048
|
|
|
|
—
|
|
|
|
—
|
|
|
|
27,048
|
|
Total Current Assets
|
|
|
220,846
|
|
|
|
4,072
|
|
|
|
—
|
|
|
|
224,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant
and equipment, net
|
|
|
194,669
|
|
|
|
—
|
|
|
|
—
|
|
|
|
194,669
|
|
Total Non-Current
Assets
|
|
|
194,669
|
|
|
|
—
|
|
|
|
—
|
|
|
|
194,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
415,515
|
|
|
$
|
4,072
|
|
|
$
|
—
|
|
|
$
|
419,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to
related companies
|
|
$
|
632,239
|
|
|
$
|
6,644
|
|
|
$
|
—
|
|
|
$
|
638,883
|
|
Amounts due to
an associated company
|
|
|
279,219
|
|
|
|
—
|
|
|
|
—
|
|
|
|
279,219
|
|
Commission payables
|
|
|
115,915
|
|
|
|
—
|
|
|
|
—
|
|
|
|
115,915
|
|
Accounts payable
|
|
|
8,251
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,251
|
|
Accruals and other
payables
|
|
|
446,487
|
|
|
|
—
|
|
|
|
—
|
|
|
|
446,487
|
|
Total Current Liabilities
|
|
|
1,482,111
|
|
|
|
6,644
|
|
|
|
—
|
|
|
|
1,488,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
1,482,111
|
|
|
|
6,644
|
|
|
|
—
|
|
|
|
1,488,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
5,409
|
|
|
|
4
|
|
|
|
—
|
|
|
|
5,403
|
|
Preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Additional paid-in
capital
|
|
|
1,340,194
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340,194
|
|
Accumulated deficit
|
|
|
(2,639,138)
|
|
|
|
(2,576)
|
|
|
|
—
|
|
|
|
(2,641,714)
|
|
Accumulated
other comprehensive (loss) / income
|
|
|
226,939
|
|
|
|
—
|
|
|
|
—
|
|
|
|
226,939
|
|
Total Stockholders’
Equity
|
|
|
(1,066,596)
|
|
|
|
(2,572)
|
|
|
|
—
|
|
|
|
(1,069,168)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
$
|
415,515
|
|
|
$
|
4,072
|
|
|
$
|
—
|
|
|
$
|
419,587
|
|
VITAXEL
GROUP LIMITED
Unaudited
Pro Forma Consolidated Statements of Operations and Comprehensive Loss
For
the Year Ended December 31, 2016
|
|
Vitaxel
Group Limited
|
|
|
Grande
Legacy Inc
|
|
|
Eliminations
|
|
|
Consolidated
|
|
REVENUE
|
|
$
|
1,729,802
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,729,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE
|
|
|
(1,223,587)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,223,587)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
506,215
|
|
|
|
—
|
|
|
|
—
|
|
|
|
506,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expense
|
|
|
(1,595)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,595)
|
|
General and administrative expenses
|
|
|
(1,303,948)
|
|
|
|
(2,390)
|
|
|
|
—
|
|
|
|
(1,306,338)
|
|
Total Operating Expenses
|
|
|
(1,305,543)
|
|
|
|
(2,390)
|
|
|
|
—
|
|
|
|
(1,307,933)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(799,328)
|
|
|
|
(2,390)
|
|
|
|
—
|
|
|
|
(801,718)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME, NET
|
|
|
36,412
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSE), NET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
61,020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
61,020
|
|
Other Expense
|
|
|
(21,756)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(21,756)
|
|
Total Other Income / (Expense), net
|
|
|
39,264
|
|
|
|
—
|
|
|
|
—
|
|
|
|
39,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS BEFORE TAXES
|
|
|
(723,652)
|
|
|
|
(2,390)
|
|
|
|
—
|
|
|
|
(726,042)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain/(loss)
|
|
$
|
(723,652)
|
|
|
$
|
(2,390)
|
|
|
$
|
—
|
|
|
$
|
(726,042)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE (LOSS)/INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(31,804)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(31,804)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE (LOSS)
|
|
$
|
(755,456)
|
|
|
$
|
(2,390)
|
|
|
$
|
—
|
|
|
$
|
(757,846)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
during the period – basic and diluted
|
|
|
49,364,705
|
|
|
|
—
|
|
|
|
—
|
|
|
|
49,364,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share – Basic and diluted
|
|
$
|
(0.02)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.02)
|
|
VITAXEL
GROUP LIMITED
Unaudited
Pro Forma Consolidated Balance Sheets
September
30, 2017
|
|
Vitaxel
Group Limited
|
|
|
Grande
Legacy Inc
|
|
|
Eliminations
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
170,478
|
|
|
$
|
525,442
|
|
|
$
|
—
|
|
|
$
|
695,920
|
|
Accounts receivable
|
|
|
—
|
|
|
|
25,080
|
|
|
|
—
|
|
|
|
25,080
|
|
Inventories
|
|
|
27,417
|
|
|
|
—
|
|
|
|
—
|
|
|
|
27,417
|
|
Amount due from
related party companies
|
|
|
14,866
|
|
|
|
991,537
|
|
|
|
(788,987)
|
|
|
|
217,416
|
|
Amount due from
an associated companies
|
|
|
112,119
|
|
|
|
—
|
|
|
|
—
|
|
|
|
112,119
|
|
Due from director
|
|
|
1,744
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,744
|
|
Other receivables,
prepayments and other current assets
|
|
|
28,172
|
|
|
|
25,746
|
|
|
|
—
|
|
|
|
53,918
|
|
Total Current Assets
|
|
|
354,796
|
|
|
|
1,567,805
|
|
|
|
(788,987)
|
|
|
|
1,133,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant
and equipment, net
|
|
|
214,518
|
|
|
|
—
|
|
|
|
—
|
|
|
|
214,518
|
|
Total Non-Current
Assets
|
|
|
214,518
|
|
|
|
—
|
|
|
|
—
|
|
|
|
214,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
569,314
|
|
|
$
|
1,567,805
|
|
|
$
|
(788,987)
|
|
|
$
|
1,348,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to
related companies
|
|
$
|
1,527,999
|
|
|
$
|
6,708
|
|
|
$
|
(788,987)
|
|
|
$
|
745,720
|
|
Amounts due to
an associated company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Commission payables
|
|
|
146,723
|
|
|
|
—
|
|
|
|
—
|
|
|
|
146,723
|
|
Accounts payable
|
|
|
8,628
|
|
|
|
689,555
|
|
|
|
—
|
|
|
|
698,183
|
|
Accruals and other
payables
|
|
|
660,604
|
|
|
|
16,920
|
|
|
|
—
|
|
|
|
677,524
|
|
Total Current Liabilities
|
|
|
2,343,954
|
|
|
|
713,183
|
|
|
|
(788,987)
|
|
|
|
2,268,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
2,343,954
|
|
|
|
713,183
|
|
|
|
(788,987)
|
|
|
|
2,268,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
5,409
|
|
|
|
4
|
|
|
|
—
|
|
|
|
5,413
|
|
Preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Additional paid-in
capital
|
|
|
1,340,194
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340,194
|
|
Accumulated gain/
(deficit)
|
|
|
(2,983,457)
|
|
|
|
854,618
|
|
|
|
—
|
|
|
|
(2,128,839)
|
|
Accumulated
other comprehensive (loss) / income
|
|
|
(136,786)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(136,786)
|
|
Total Stockholders’
Equity
|
|
|
(1,774,640)
|
|
|
|
854,622
|
|
|
|
—
|
|
|
|
(920,018)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
569,314
|
|
|
$
|
1,567,805
|
|
|
$
|
(788,987)
|
|
|
$
|
1,348,132
|
|
VITAXEL
GROUP LIMITED
Unaudited
Pro Forma Consolidated Statements of Operations and Comprehensive Loss
For
the Nine Months Ended September 30, 2017
|
|
Vitaxel
Group Limited
|
|
|
Grande
Legacy Inc
|
|
|
Eliminations
|
|
|
Consolidated
|
|
REVENUE
|
|
$
|
557,862
|
|
|
$
|
3,116,210
|
|
|
$
|
—
|
|
|
$
|
3,674,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE
|
|
|
(236,755)
|
|
|
|
(2,095,374)
|
|
|
|
—
|
|
|
|
(2,332,129)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
321,107
|
|
|
|
1,020,836
|
|
|
|
—
|
|
|
|
1,341,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expense
|
|
|
(691)
|
|
|
|
(159,944)
|
|
|
|
—
|
|
|
|
(160,635)
|
|
General and administrative expenses
|
|
|
(1,094,498)
|
|
|
|
(6,583)
|
|
|
|
—
|
|
|
|
(1,101,081)
|
|
Total Operating Expenses
|
|
|
(1,095,189)
|
|
|
|
(166,527)
|
|
|
|
—
|
|
|
|
(1,261,716)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(774,082)
|
|
|
|
854,309
|
|
|
|
—
|
|
|
|
80,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME, NET
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSE), NET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
43,830
|
|
|
|
2,885
|
|
|
|
—
|
|
|
|
46,715
|
|
Other Expense
|
|
|
(24,635)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,635)
|
|
Total Other Income / (Expense), net
|
|
|
19,195
|
|
|
|
2,885
|
|
|
|
—
|
|
|
|
22,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS BEFORE TAXES
|
|
|
(754,887)
|
|
|
|
857,194
|
|
|
|
—
|
|
|
|
102,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain/(loss)
|
|
$
|
(754,887)
|
|
|
$
|
857,194
|
|
|
$
|
—
|
|
|
$
|
102,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE (LOSS)/INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(12,019)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,019)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE (LOSS)/INCOME
|
|
$
|
(766,906)
|
|
|
$
|
857,194
|
|
|
$
|
—
|
|
|
$
|
90,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
during the period – basic and diluted
|
|
|
54,087,903
|
|
|
|
—
|
|
|
|
—
|
|
|
|
54,087,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share – Basic and diluted
|
|
$
|
(0.01)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|