NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(In U.S. dollars)
(Unaudited)
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 SBN 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.
In connection with the Share
Exchange and pursuant to the Split-Off Agreement, we transferred our pre-Share Exchange assets and liabilities 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 SEC.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of presentation
The accompanying unaudited 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”) 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
In the opinion of management,
we have made all adjustments necessary to present a fair statements of the financial position as of March 31, 2018, results of
operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017.
All significant intercompany transactions and balances are eliminated on consolidation.
Fiscal year end is December 31.
Use of estimates
The preparation of unaudited
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.
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 March 31, 2018 and December 31, 2017, none of the Company’s assets and liabilities
was required to be reported at fair value on a recurring basis. Security investment is valued at closing price reported on the
active market on which the individual securities are traded. Carrying values of non-derivative financial instruments, including
cash, 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.
In the first quarter of 2018,
we adopted the ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10). Under the new ASC, entities no longer use
the cost method of accounting as it was applied before, but it can elect a measurement alternative for equity investments that
do not have readily determinable fair values and do not qualify for the practical expedient in ASC 820 to estimate fair value
using the NAV per share. After management’s assessment of each of the equity investments, management concluded that investments
should be accounted for using measurement alternative. Under the alternative, the Company measures these investments at cost,
less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or
similar investment of the same issuer, and the Company has to make a separate election to use the alternative for each eligible
investment and has to apply the alternative consistently from period to period until the investment’s fair value becomes
readily determinable. ASU further requires that the Company should use prospective method for all equity investments without readily
determinable fair values.
Inventories
Inventories are stated at
lower of cost or net realizable value, with cost determined on a weighted-average method. 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.
Long-term investment
Investment in associated Companies
- 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.
Other
long-term investments - The Company measures its equity securities without a readily determinable fair value that does not qualify
for the practical expedient to estimate fair value in accordance with paragraph 820-10-35-59 at its cost minus impairment, if
any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment
of the same issuer. The Company shall reassess at each reporting period its equity securities on whether the equity investments
qualify to be measured in accordance with paragraph 820-10-35-59.
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
|
Electircal & fitting
|
10 years
|
Motor vehicle
|
10 years
|
Softwarre and website
|
10 years
|
Leasehold improvement
|
10 years
|
Revenue recognition
The Company recognizes revenue
pursuant to FASB Accounting Standards Codification 606 (“ASC 606”)
Revenue from Contracts with Customers
, the standard applies five step model (i) The standard applies to a company’s contracts with customers (ii) The unit
of account for revenue recognition under the new standard is a performance obligation (a good or service) and the performance
obligations will be accounted for separately if they are distinct (iii) The transaction price is determined based on the amount
of consideration that a company expects to be entitled to from a customer (iv) The transaction price is allocated to all the separate
performance obligations in an arrangement, and (v) Revenue will be recognized when an entity satisfies each performance obligation
by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or
over time.
Product
sales − The Company recognizes revenue when it satisfies each performance obligation by transferring control of the
goods to the independent members or purchasers of the products. Product sales are recognized net of product returns,
discounts and taxes. A reserve for product returns is accrued based on historical experience. There was no deferred revenue
accrued as of March 31, 2018 and December 31, 2017.
Membership fee − The
Company recognizes the membership fee revenue over the term of the membership, which is 12 months. The revenue will not be recognized
until the 10 days cooling-off period is expired. For the period ended March 31, 2018 and 2017, all membership fees were waived
by the Company for promotion purpose.
Commission expense
Commission expense incurred
by the Company is recognized as cost of revenue and as a liability (commission payable in the unaudited 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 unaudited 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 March 31, 2018 and December 31, 2017.
Comprehensive
loss
Comprehensive loss includes net
loss and cumulative foreign currency translation adjustments and is reported in the unaudited Consolidated Statement of Income
and 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 period ended March 31, 2018 and 2017,
there was no dilutive effect attributable 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.
(v) entities for which investments
in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection
of Section 825–10–15, to be accounted for by the equity method by the investing entity
(vi) trusts for the benefit
of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management
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
Financial instrument –
Credit Losses:
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments
in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the
net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected
credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more
timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements.
ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those
fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within
those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated
financial statements and related disclosures.
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 January 1, 2019. We are currently
in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.
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.
These unaudited 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 period ended March 31, 2018, the Company reported a net loss of $402,729 and negative working capital of $3,279,010. The Company
had an accumulated deficit of $7,179,203 as of March 31, 2018 due to the fact that the Company incurred losses during the year
period ended March 31, 2018.
The continuation of the Company as a
going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other
capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing
will provide the additional cash to meet the Company’s obligations as they become due.
These consolidation financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going
concern.
4.
|
OTHER RECEIVABLES AND OTHER ASSETS
|
Other receivables and other assets
consist of the following:
|
|
As of
March 31,
2018
|
|
|
As of
December 31,
2017
|
|
Deposits (1)
|
|
$
|
11,683
|
|
|
$
|
11,157
|
|
Prepayments (2)
|
|
|
2,859
|
|
|
|
1,679
|
|
Others (3)
|
|
|
7,764
|
|
|
|
31,469
|
|
|
|
$
|
22,306
|
|
|
$
|
44,305
|
|
(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 consists
of the following:
|
|
As of
March 31, 2018
|
|
|
As of
December 31, 2017
|
|
Investment in associated companies
|
|
|
|
|
|
|
|
|
Vitaxel Corporation Thailand Co., Ltd (1)
|
|
|
|
|
|
|
|
|
Cost
|
|
$
|
27,539
|
|
|
$
|
27,539
|
|
Share of loss in investment in an associated company
|
|
|
(25,716
|
)
|
|
|
(25,716
|
)
|
Foreign currency translation adjustment
|
|
|
(1,823
|
)
|
|
|
(1,823
|
)
|
Total investment in associated companies
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Other long-term investments
|
|
|
|
|
|
|
|
|
Ho Wah Genting Group Ltd (2)
|
|
$
|
638,786
|
|
|
$
|
—
|
|
Total other long-term investments
|
|
$
|
638,786
|
|
|
$
|
—
|
|
Total Long-Term Investments
|
|
$
|
638,786
|
|
|
$
|
—
|
|
(1)
|
On April 20, 2016, the
Company invested 958,000 Thai Baht or $27,539 to Vitaxel Corporation Thailand Co., Ltd., a company registered in Thailand, and
holds 47.99% shares of it. The long-term investment is accounted using the equity method.
|
(2)
|
The President of the Company, Dato’ Lim Hui Boon,
is also the President of Ho Wah Genting Group Limited. The relation are disclosed in note 9 RELATED PARTY TRANSACTIONS.
|
During
the period ended March 31, 2018, the Company has acquired 7,663,246 shares of common stock of Ho Wah Genting Group Limited, which
is listed in U.S. OTC Market (stock code: HWGG), with consideration of $638,786 from the shareholders of HWGG.
In
absence of active market participants and liquidity for Ho Wah Genting Group Limited stock based on the review of the trading
history of this stock, the management concluded that there is no active market for the stock. A quoted market price in an inactive
market is not representative of fair value of the stock. Thus the management deemed that the stock has no readily determinable
fair value.
The Company has recognized
the cost of the investment in Ho Wah Genting Group Limited at its cost of $638,786 and accounts for the investment as equity investments
without readily determinable fair values. In view the acquisition of this investment was made during the period ended March 31,
2018, the management has assessed that there were no significant adverse changes affecting the value of the shares that will lead
to impairment of the investment.
6.
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
Property, plant and equipment, net consist of the
following:
|
|
As of
March 31,
2018
|
|
|
As of
December 31,
2017
|
|
|
|
|
|
|
|
|
Office equipment
|
|
$
|
38,209
|
|
|
$
|
36,471
|
|
Computer equipment
|
|
|
107,925
|
|
|
|
102,862
|
|
Furniture and fittings
|
|
|
8,354
|
|
|
|
7,978
|
|
Electrical & fitting
|
|
|
392
|
|
|
|
375
|
|
Motor vehicle
|
|
|
17,784
|
|
|
|
16,983
|
|
Software and website
|
|
|
13,291
|
|
|
|
11,580
|
|
Renovations
|
|
|
113,990
|
|
|
|
108,860
|
|
|
|
|
299,945
|
|
|
|
285,109
|
|
Less: Accumulated depreciation
|
|
|
(64,083
|
)
|
|
|
(54,051
|
)
|
Balance at end of period/year
|
|
$
|
235,862
|
|
|
$
|
231,058
|
|
Depreciation expenses charged to the statements of
operations for the periods ended March 31, 2018 and 2017 were $10,032 and $6,125 respectively.
7.
|
ACCRUALS AND OTHER PAYABLES
|
Accruals and other payables consist
of the following:
|
|
As of
March 31,
2018
|
|
|
As of
December 31,
2017
|
|
|
|
|
|
|
|
|
Provisions and accruals
|
|
$
|
40,596
|
|
|
$
|
148,326
|
|
Others (1)
|
|
|
357,783
|
|
|
|
344,487
|
|
Balance at end of period/year
|
|
$
|
398,379
|
|
|
$
|
492,813
|
|
(1) Other
payables mainly consist of members allocated redemption points and commission payable.
Provision for income taxes consisted of
the following:
|
|
For the three months ended
|
|
|
|
|
March
31, 2018
|
|
|
|
March
31, 2017
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
Provision for Malaysian income tax
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision for Singaporean income tax
|
|
|
|
|
|
|
|
|
Provision for U.S. income tax
|
|
|
—
|
|
|
|
—
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Provision for Malaysian income tax
|
|
|
—
|
|
|
|
—
|
|
Provision for Singaporean income tax
|
|
|
—
|
|
|
|
—
|
|
Provision for U.S. income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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 $346,388 and $207,412 for the period ended March 31, 2018 and 2017 respectively. A reconciliation
of the provision for income taxes with amounts determined by applying the Malaysian income tax rate of 24% for the period ended
March 31, 2018 and 2017, respectively, to income before income taxes is as follows:
|
|
For the period ended
|
|
|
|
March
31, 2018
|
|
|
March
31, 2017
|
|
Profit (loss) before income tax
|
|
$
|
(346,388
|
)
|
|
$
|
(207,412
|
)
|
Permanent difference
|
|
|
346,388
|
|
|
|
207,412
|
|
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 $56,341 and $3,754,641 for the period ended March 31,
2018 and 2017 respectively. A reconciliation of the provision for income taxes with amounts determined by applying the United
States Federal income tax rate of 21% for the period ended March 31, 2018 and 34% for the period ended March 31, 2017, respectively,
to income before income taxes is as follows:
|
|
For the year ended
|
|
|
|
March
31, 2018
|
|
|
March
31, 2017
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income tax
|
|
$
|
(56,341
|
)
|
|
$
|
(3,754,641
|
)
|
Permanent difference
|
|
|
56,341
|
|
|
|
3,754,641
|
|
Taxable income
|
|
$
|
—
|
|
|
$
|
—
|
|
United States income tax rate
|
|
|
21
|
%
|
|
|
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.
9.
|
RELATED PARTY TRANSACTIONS
|
|
|
As of
March 31,
2018
|
|
|
As of
December 31,
2017
|
|
Amount due from related parties
|
|
|
|
|
|
|
|
|
Ho Wah Genting Berhad (1)
|
|
$
|
6,643
|
|
|
$
|
—
|
|
Ho Wah Genting Group Sdn Berhad (2)
|
|
|
293,907
|
|
|
|
18,149
|
|
Beedo Sdn Bhd (3)
|
|
|
23,421
|
|
|
|
14,837
|
|
Balance at end of year
|
|
$
|
323,971
|
|
|
$
|
32,986
|
|
|
|
|
|
|
|
|
|
|
Amount of due from an associated company
|
|
|
|
|
|
|
|
|
Vitaxel Corporation (Thailand) Limited (4)
|
|
$
|
91,645
|
|
|
$
|
103,024
|
|
Balance at end of year
|
|
|
91,645
|
|
|
|
103,024
|
|
Total Amount due from related parties
|
|
$
|
415,616
|
|
|
$
|
136,010
|
|
|
|
|
|
|
|
|
|
|
Amount of due to related parties
|
|
|
|
|
|
|
|
|
Dato’ Lim Hui Boon (5)
|
|
$
|
—
|
|
|
$
|
40,491
|
|
Ho Wah Genting Holiday Sdn Bhd (6)
|
|
|
1,442
|
|
|
|
1,703
|
|
Ho Wah Genting Property Sdn Bhd (7)
|
|
|
953
|
|
|
|
—
|
|
Genting Highlands Taxi Services Sdn Bhd (8)
|
|
|
8,493
|
|
|
|
11,820
|
|
VSpark Malaysia Sdn Bhd (9)
|
|
|
5,201
|
|
|
|
4,967
|
|
Grande Legacy Inc. (10)
|
|
|
4,584,061
|
|
|
|
2,311,022
|
|
Balance at end of year
|
|
|
4,600,150
|
|
|
|
2,370,003
|
|
Total Amount due to related parties
|
|
$
|
4,600,150
|
|
|
$
|
2,370,003
|
|
The
related party 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 $15,330 and $14,239 during the periods ended March 31, 2018 and March 31, 2017
respectively. Of the total rent, $5,110 and $4,746 was paid to Ho Wah Genting Berhad during the period ended March 31, 2018 and
March 31, 2017 respectively, and $10,220 and $9,493 was paid to its affiliate, Malaysia-Beijing Travel Services Sdn Bhd during
the period ended March 31, 2018 and March 31, 2017 respectively.
The
operating lease commitment to Ho Wah Genting Berhad as of March 31, 2018 was $15,330. 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)
|
A director of a subsidiary (Vitaxel Online Mall
Sdn Bhd), Liew Jenn Lim, is also a director of Beedo SDN BHD.
|
The
Company recognized an expense of $0 and $13,504 pertaining for website maintenance expense during the period March 31, 2018 and
during the period March 31, 2017 respectively, which was charged by its related party, Beedo Sdn. Bhd. The balances due from Beedo
Sdn Bhd was due to discount received by the Company.
|
(4)
|
The Company recognized product sales of $0 and $440,000 to an associated company, Vitaxel
Corp. (Thailand) Limited during the period ended March 31, 2018 and period ended March 31, 2017 respectively.
|
|
(5)
|
The amount due to the President of the Company, Dato’ Lim Hui Boon, 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 $17,906 and $59,644 pertaining to event, traveling and accommodation expenses during the periods
ended March 31, 2018 and March 31, 2017 respectively, which was charged by its related party, Ho Wah Genting Holiday Sdn. Bhd.
|
(7)
|
Ho Wah Genting Property Sdn Bhd is also a subsidiary of Ho Wah Genting Group Ltd. The amount due were due to advertisement charges billed by Ho Wah Genting Property Sdn Bhd to the Company.
|
|
(8)
|
A director of the Company, Lim Wee Kiat, is also a director of Genting Highlands Taxi Services Sdn Bhd and of Vitaxel Sdn Bhd.
|
|
(9)
|
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.
|
(10)
|
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 13 SUBSEQUENT EVENTS for further details on the acquisition.
10.
|
COMMITMENTS AND CONTINGENCIES
|
Capital Commitments
The Company has no capital commitments.
Operation Commitments
The lease commitment to Ho Wah
Genting Berhad where it is known in Malaysia as “Tenancy Agreement” has a tenure of 3 years started from January 1,
2016 and expiring on December 31, 2018.
Year ending December 31, 2018
|
|
|
15.330
|
|
Total
|
|
$
|
15,330
|
|
11.
|
VITAXEL GROUP
LIMITED SHAREHOLDERS’ EQUITY
|
Vitaxel
Group Limited has 1,000,000 shares authorized for preferred stock, with 0 outstanding during the period ended March 31, 2018 and
December 31, 2017.
The
Company also has 70,000,000 shares authorized for common stock, with 54,087,903 outstanding during the period ended March 31,
2018 and December 31, 2017.
Summary
of Vitaxel Group Limited outstanding shares:
|
|
Number of Outstanding Shares (in thousands)
|
|
|
|
As of March 31, 2018
|
|
|
As of December 31, 2017
|
|
Common stock:
|
|
|
|
|
|
|
|
|
Balance at beginning of year (1)
|
|
|
54,087,903
|
|
|
|
50,987,250
|
|
Equity incentive plan issuance
|
|
|
—
|
|
|
|
3,100,290
|
|
Effect from reverse stock split
|
|
|
—
|
|
|
|
363
|
|
Balance at end of year
|
|
|
54,087,903
|
|
|
|
54,087,903
|
|
|
(1)
|
The
outstanding shares were adjusted retrospectively due to the reverse stock split that has been completed during the year.
|
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.
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 period ended
|
|
|
|
March
31, 2018
|
|
|
March
31, 2017
|
|
|
|
|
|
|
|
|
Net loss applicable to common shares
|
|
$
|
(402,729
|
)
|
|
$
|
(3,582,116
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (Basic and diluted)
|
|
|
54,087,903
|
|
|
|
54,087,903
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
The
Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
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:
i.
The completion of the financial statements of Grande Legacy being audited
ii.
That within 30 days of the shareholders of the Company approving the amendment to the Articles of Incorporation of the Company
for increasing the amount of shares that the 75,000,000 shares be issued to the Sellers.
As
of date of this financial statement, the transaction has not been closed due to condition (ii) above shall only be completed upon
approval by shareholders during the Annual Meeting which will be held on July 27, 2018.