10-Q

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-55685

VITAXEL GROUP LIMITED 
(Exact name of registrant as specified in its charter)

Nevada	30-0803939
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

Bangunan Cheong Wing Chan 
Level 4, 41-51, Jalan Maharajalela, 50150 
Kuala Lumpur, Malaysia 
(Address of principal executive offices)

+ 603 – 2143 – 2889
(Registrant’s telephone number, including area code)

N/A 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 18, 2021, the registrant has one class of common equity, and the number of shares issued and outstanding of such common equity was 54,087,903. 

VITAXEL GROUP LIMITED

FORM 10-Q  

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021  

TABLE OF CONTENTS 

			PAGE
	PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)	3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.		Controls and Procedures	16
		PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	17
Item 1A.		Risk Factors	17
Item 2.		Unregistered Sales of Equity Securities And Use of Proceeds	17
Item 3.		Defaults Upon Senior Securities	17
Item 4.		Mine Safety Disclosures	17
Item 5.		Other Information	17
Item 6.		Exhibits	18
	SIGNATURES		19

FINANCIAL INFORMATION

 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

	PAGE
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations and Comprehensive Loss	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Unaudited Condensed Consolidated Financial Statements	7

3

VITAXEL GROUP LIMITED  
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In U.S. dollars)

	As of			As of
	June 30,			December 31,
	2021 (Unaudited)			2020 (Audited)
ASSETS
Current assets
Cash and cash equivalents	$	40,950		$	46,551
Amount due from related parties		37,993			34,332
Inventories		2,403			2,525
Other receivables, prepayments and other current assets		22,826			28,905
Total Current Assets		104,172			112,313
Non-current assets
Right-of-use assets		62,217			88,100
Property and equipment, net		31,392			41,068
Total Non-Current Assets		93,609			129,168
TOTAL ASSETS	$	197,781		$	241,481
LIABILITIES
Current liabilities
Amounts due to related parties	$	4,253,641		$	4,401,809
Commission payables		127,140			131,257
Accounts payable		76			230
Accruals and other payables		340,560			353,213
Lease obligation		49,697			47,974
Total Current Liabilities		4,771,114			4,934,483
Non-current liabilities
Lease obligation, net of current portion		16,507			40,260
Total Non-Current Liabilities		16,507			40,260
TOTAL LIABILITIES		4,787,621			4,974,743
STOCKHOLDERS’ EQUITY
Preferred stock par value $0.0001: 1,000,000 shares authorized; and 0 outstanding		—			—
Common stock par value $0.0001: 70,000,000 shares authorized; 54,087,903 and 54,087,903 shares issued and outstanding, respectively		5,409			5,409
Additional paid-in capital		4,749,798			4,749,798
Accumulated deficit		(9,572,793	)		(9,576,061	)
Accumulated other comprehensive income		227,746			87,592
Total Stockholders’ Equity		(4,589,840	)		(4,733,262	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	197,781		$	241,481

The accompanying notes are an integral part of these condensed consolidated financial statements. 

4

VITAXEL GROUP LIMITED 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 
(Unaudited) 
(In U.S. dollars) 

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
REVENUE	$	4,128		$	2,749		$	4,262		$	15,644
COST OF REVENUE		(4,008	)		(2,176	)		(4,106	)		(12,834	)
GROSS PROFIT		120			573			156			2,810
OPERATING EXPENSES
Selling expense		—			(156	)		(23	)		(590	)
General and administrative expenses		(107,554	)		(143,632	)		(229,694	)		(382,019	)
Total operating expenses		(107,554	)		(143,788	)		(229,717	)		(382,609	)
LOSS FROM OPERATIONS		(107,434	)		(143,215	)		(229,561	)		(379,799	)
OTHER INCOME/(EXPENSE), NET
Other income		120,000			108,125			240,000			228,423
Other expense		(5,228	)		4,965			(7,171	)		(1,356	)
Total Other income / (Expense), net		114,772			113,090			232,829			227,067
Net Income / (Loss)	$	7,338		$	(30,125	)	$	3,268		$	(152,732	)
OTHER COMPREHENSIVE INCOME / (LOSS)
Foreign currency translation adjustment		3,639			(33,477	)		140,154			196,637
TOTAL COMPREHENSIVE INCOME (LOSS)	$	10,977		$	(63,602	)	$	143,422		$	43,905
Weighted average number of common shares outstanding - basic and diluted		54,087,903			54,087,903			54,087,903			54,087,903
Net Income (Loss) per share - basic and diluted	$	0.00		$	(0.00	)	$	0.00		$	0.00

The accompanying notes are an integral part of these condensed consolidated financial statements. 

5

VITAXEL GROUP LIMITED 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Unaudited) 
(In U.S. dollars) 

	For the Period Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	3,268		$	(152,732	)
Items not involving cash:
Depreciation and amortization of– property and equipment and right-of-use assets		31,893			13,247
Interest expenses on lease obligation		905			—
Changes in operating assets and liabilities
Other receivables, prepayments and other current assets		6,079			11,517
Inventories		122			(1,271	)
Accounts Payable		(154	)		6,292
Commission payables		(4,117	)		(9,923	)
Accrued expense and other payables		(12,653	)		(12,377	)
Net cash provided by (used in) operating activities		25,343			(145,247	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		—			(1,701	)
Net cash used in investing activities		—			(1,701	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease liabilities		(19,793	)		—
Proceeds from / (Repayment to) related parties		(9,828	)		162,829
Net cash provided by (used in) financing activities		(29,621	)		162,829
EFFECT OF EXCHANGE RATES ON CASH		(1,323	)		(2,627	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(5,601	)		13,254
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		46,551			63,436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	40,950		$	76,690
SUPPLEMENTAL OF CASH FLOW INFORMATION
Cash paid for interest expenses	$	—		$	—
Cash paid for income tax	$	—		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements. 

6

VITAXEL GROUP LIMITED 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
(Unaudited)
(In U.S. dollars)

1. ORGANIZATION AND BUSINESS

Vitaxel Group Limited (the “Company” or “Vitaxel”), incorporated in Nevada, is engaged in direct selling industry and online shopping platform primarily through its operating entities in Malaysia.

Vitaxel SDN BHD (“Vitaxel SB”), was incorporated in Malaysia on August 10, 2012. Vitaxel SB 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. Vionmall is primarily engaged in developing online shopping platforms geared to Vitaxel and its members and third-party suppliers of products and services. 

2. UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed 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 under Article 8 of Regulation S-X. They do not include all information and foot notes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statement for the year ended December 31, 2020, included in the Company’s Form 10-K filed with the Security and Exchange Commission (“SEC”). The interim unaudited consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in Form 10-K.

In the opinion of management, the Company has made all adjustments necessary to present a fair statement of the financial position as of June 30, 2021, results of operations for the six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. All significant intercompany transactions and balances are eliminated on consolidation. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results of operations for the entire fiscal year.

7

Recently issued accounting pronouncements

In December 2019, the FASB issued ASU2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, with the intent to reduce the complexity in accounting for income taxes. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The accounting update removes certain exceptions to the general principles in ASC 740 as well as provides simplification by clarifying and amending existing guidance. The adoption of this new standard did not have material impact on the consolidated financial statements.

3. GOING CONCERN

These unaudited condensed 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 June 30, 2021, the Company reported a net income of $3,268 and had negative working capital of $4,666,942. The Company had an accumulated deficit of $9,572,793 as of June 30, 2021 due to the fact that the Company incurred losses during the years prior to June 30, 2021.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, have adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. While the extent of the impact is unknown, the pandemic may hinder the Company’s operation and ability to raise financing and carry out its business plan due to uncertain capital markets, increased government regulations and other unanticipated factors.

These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

8

4. OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

Other receivables, prepayments and other current assets consist of the following:

	June 30, 2021		December 31, 2020
Deposits (1)	$	14,888	$	15,371
Prepayments (2)		7,938		13,534
	$	22,826	$	28,905

(1) Deposits represented payments for rental and utilities.

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

5. LEASES

The Company’s leases consist of operating leases for office space and office equipment, with operating lease for terms between 2 to 5 years. As the operating lease does not provide an implicit interest rate, management estimated a current borrowing rate of 3.5% in determining the present value of the lease.

Right-of-use assets consist of the following:

	As of June 30, 2021			As of December 31, 2020
Office space	$	89,446		$	92,343
Office equipment		7,576			7,821
		97,022			100,164
Less: Accumulated amortization		(34,805	)		(12,064	)
Balance at end of period/year	$	62,217		$	88,100

Lease liabilities consist of the following:

	As of June 30, 2021			As of December 31, 2020
Lease payments
Office space	$	61,718		$	83,628
Office equipment		5,286			6,353
Total lease payments		67,004			89,981
Less: Discount		(800	)		(1,747	)
Lease obligation		66,204			88,234
Less: Current obligations		(49,697	)		(47,974	)
Lease obligation, net of current portion	$	16,507		$	40,260

9

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of June 30, 2021			As of December 31, 2020
Office equipment	$	28,137		$	29,048
Computer equipment		104,228			107,603
Furniture and fittings		8,013			8,273
Software and website		16,364			16,894
		156,742			161,818
Less: Accumulated depreciation		(125,350	)		(120,750)
Balance at end of period/year	$	31,392		$	41,068

Depreciation expenses charged to the statements of operations and comprehensive loss for the six month periods ended June 30, 2021 and 2020 were $8,490 (3 months $4,057) and $13,247 (3 months $6,428) respectively.

7. ACCRUED EXPENSE AND OTHER PAYABLES

Accrued expense and other payables consist of the following:

	As of June 30, 2021		As of December 31, 2020
Provisions and accruals	$	37,548	$	43,668
Others (1)		303,012		309,545
Balance at end of period/year	$	340,560	$	353,213

(1) Other payables mainly consist of members allocated redemption points for commissions.

10

8. RELATED PARTY BALANCES AND TRANSACTIONS

	As of June 30, 2021		As of December 31, 2020
Amount due from related parties
Asia Food People Sdn Bhd (1)	$	2,977	$	3,074
G2lux Sdn Bhd (2)		25,666		21,606
Ho Wah Genting Berhad (3)		5,063		5,226
Snatch Asia Sdn Bhd (4)		4,287		4,426
Total Amount due from related parties	$	37,993	$	34,332
Amount due to related parties
Ho Wah Genting Group Sdn Bhd (5)	$	345,919	$	83,339
Dato’ Lim Hui Boon (6)		72,327		49,778
Ho Wah Genting Holding Sdn Bhd (7)		60,271		62,223
Grande Legacy Inc. (8)		3,775,124		4,206,469
Total Amount due to related parties	$	4,253,641	$	4,401,809

The related party balances are unsecured, interest-free and repayable on demand.

Included in accruals and other payables are an accrual of $4,037 payable to a former director of the Company, Lim Wee Kiat and a $3,960 payable to Ho Wah Genting Holiday Sdn Bhd, a subsidiary of Ho Wah Genting Berhad(“HWGB”), a company listed in Bursa Malaysia Main Market.

(1)	A director of the Company, Leong Yee Ming, is also a director of Asia Food People Sdn Bhd (“AFP”). The amount due from AFP as at June 30, 2021 and December 31, 2020, were advances made to AFP.
(2)	A director of the Company, Leong Yee Ming, is also a director of G2lux Sdn Bhd (“G2lux”). The amount due from G2lux as at June 30, 2021 and December 31, 2020, were advances made to G2lux.
(3)	The President of the Company, Dato’ Lim Hui Boon, is also the Group President of HWGB.

(4)	A director of the Company, Leong Yee Ming, is also a director of Snatch Asia Sdn Bhd (“SASB”). The amount due from SASB as at June 30, 2021 and December 31, 2020, were advances made to SASB.
(5)	The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad (“HWGGSB”).
(6)	The amount due to the President of the Company, Dato’ Lim Hui Boon, as at June 30, 2021 and December 31, 2020, were advances made to the Company.
(7)	A former director of the Company, Lim Wee Kiat who resigned during period ended December 31, 2020 is also a director of Ho Wah Genting Holding Sdn Bhd.
(8)	A director of the Company, Leong Yee Ming, is also a director of Grande Legacy Inc. (“GL”).

The Company recognized management fee income of $240,000 charged to GL for the six month periods ended June 30, 2021 and 2020 respectively.

The Company also recognized royalty income of $nil and $293 charged to GL for the six month periods ended June 30, 2021 and 2020 respectively.

The Company billed GL for product sales of $4,128 and $13,697 for the six month periods ended June 30, 2021 and 2020 respectively. 

(9) Total payments made in the form of compensation, which includes salary, bonus, stock awards and all other compensation have been made to the following officer and former officers of the Company:

	June 30, 2021		June 30, 2020
Lim Wee Kiat	$	26,357	$	23,852
Leong Yee Ming		20,500		22,527
	$	46,857	$	46,379

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Information

The following management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this report. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

The following discussion highlights the Company’s results of operations and the principal factors that have affected our financial condition, as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the Company’s unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read this discussion and analysis together with such financial statements and the related notes thereto.

As used in this Quarterly Report, the terms “we,”“us,”“Company,” and “our” mean Vitaxel Group Limited and its subsidiaries on a consolidated basis, unless otherwise indicated or the context requires otherwise.

Overview

Vitaxel Group Limited is the holding company for Vitaxel SDN BHD (“VitaxelSB”), and Vitaxel Online Mall SDN BHD (“Vionmall”), both of which are wholly owned subsidiaries of the Company, incorporated under the laws of the Country of Malaysia.

VitaxelSB is a global direct selling, multi-level marketing (“MLM”) company offering travel, entertainment, lifestyle and other products and services principally through electronic commerce commonly referred to as e-commerce.

Vionmall is involved in e-commerce business, through its platforms: Vionmarket, VTrips and VMall. Vionmarket is a rebate website that provide retail sales direct to consumers. However, Vionmarket does not develop or manufacture the products and services. VTrips is a platform that provides concessionary and travel packages to the public and members of Vitaxel. VMall is an e-commerce platform launched in prior year first quarter.

We presently have approximately 5,700 total members. As of June 30, 2021, approximately: 62.3% of our members reside in Malaysia, 28.9% of our members reside in Singapore, 3.7% members reside in China, approximately 2.7% members reside in Hong Kong and approximately 2.4% members reside in other countries.

12

Results of Operations

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

The following discussion should be read in conjunction with our unaudited consolidated financial statements in Item 1, Financial Statements, for the three months ended June 30, 2021 and 2020 and the related notes thereto.

Revenue

We recognized $4,128 and $2,749 revenues for the periods ended June 30, 2021 and 2020, respectively. The overall slight increase in revenue was attributable to the product sales generated from VTrip from Vionmall in current period.

Cost of Sales

Cost of sales for the period ended June 30, 2021 was $4,008 compared to $2,176 for the period ended June 30, 2020. The increase was due to increase in revenue in current period.

Gross Profit

Gross profit for the period ended June 30, 2021 was $120 compared to $573 for the period ended June 30, 2020. The decrease was due to product sales of VitaxelSB in the same period last year has a higher margin as compare to sales from Vionmall in current period.

Operating Expenses

For the period ended June 30, 2021, we incurred total operating expenses in the amount of $107,554, composed of selling expenses of $nil and general and administrative expenses totalling $107,554. Whilst, for the period ended June 30, 2020, we incurred total operating expenses in the amount of $143,788, composed of selling expenses of $156 and general and administrative expenses totalling $143,632. The decrease of $156 or 100% for the selling expenses, along with the decrease of $36,078 or 25% for the administrative expenses, caused total operating expenses to decrease by $36,234 or 25%.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

The following discussion should be read in conjunction with our unaudited consolidated financial statements in Item 1, Financial Statements, for the six months ended June 30, 2021 and 2020 and the related notes thereto.

Revenue

We recognized $4,262 and $15,644 revenues for the periods ended June 30, 2021 and 2020, respectively. Revenue in current period are mainly contributed by VTrip sales as compared to the same period last year, which were contributed by VMall. The decrease in revenue is attributable to the decrease in VMall’s sales in the current period compared to the same period last year.

Cost of Sales

Cost of sales for the period ended June 30, 2021 was $4,106 compared to $12,834 for the period ended June 30, 2020. The decrease was due to decrease in revenue in current period.

13

Gross Profit

Gross profit for the period ended June 30, 2021 was $156 compared to $2,810 for the period ended June 30, 2020. The decrease was attributable to the decrease in revenue in current period as compared to the same period last year.

Operating Expenses

For the period ended June 30, 2021, we incurred total operating expenses in the amount of $229,717, composed of selling expenses of $23 and general and administrative expenses totalling $229,694. Whilst, for the period ended June 30, 2020, we incurred total operating expenses in the amount of $382,609, composed of selling expenses of $590 and general and administrative expenses totalling $382,019. The decrease of $567 or 96% for the selling expenses, along with the decrease of $152,325 or 40% for the administrative expenses, caused total operating expenses to decrease by $152,892 or 40%.

Liquidity and Capital Resources

As of June 30, 2021, we had a cash balance of $40,950. During the period ended June 30, 2021, net cash provided by operating activities totalled $25,343. Net cash used in investing activities totalled $Nil. Net cash provided by financing activities during the period totalled $29,621. The resulting change in cash for the period was a decrease of $5,601, which was primarily due to repayments to related parties in current period.

As of June 30, 2021, we had current liabilities of $4,771,114, which was composed of amount due to related parties of $4,253,641, commission payables of $127,140, accounts payable of $76, accruals and other payable of $340,560 and lease obligation of $49,697.

As of June 30, 2020, we had a cash balance of $76,690. During the period ended June 30, 2020, net cash used in operating activities totalled $145,247. Net cash used in investing activities totalled $1,701. Net cash provided by financing activities during the period totalled $162,829. The resulting change in cash for the period was an increase of $13,254, which was primarily due to proceeds received from related parties in current period.

As of June 30, 2020, we had current liabilities of $4,793,358, which was composed of amount due to related parties of $4,335,357, commission payables of $123,820, accounts payable of $6,446 and accruals and other payable of $327,735.

14

We had net liabilities of $4,666,942 and $4,673,999 as of June 30, 2021 and June 30, 2020, respectively.

Management estimates that the general operating costs for the next 12 months will be approximately $400,000. At present, the Company may not have sufficient capital resources to meet its anticipated operating and capital requirements for the next 12 months. Management is also evaluating other options, including obtaining financing through private placements, charging licensees administration fees, and entering additional licensing agreements. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company’s liquidity and future prospects.

Recent Developments:

Impact of Current Coronavirus (COVID-19) Pandemic on the Company

As many parts of the world are currently under lockdown or restrictive movement orders due to the current COVID-19 pandemic, we believe that all companies related to the travel, entertainment and lifestyle industry have been negatively impacted. Our Company is not spared either. We do not foresee any income contribution from this business from January 2020, until the destination areas (in particular South-East Asia and Europe) reopen their countries to allow foreign visitors again.

Our multi-level marketing (“MLM”) business is negatively impacted due to the fact that being a business built on fostering personal relationship and expanding new contacts, most distributors are unable to carry out the more important aspects of regular face to face visits and appointments, promotional events and direct coaching to continuously improve their team’s skills, motivation and knowledge of our products. Fortunately, we are still able to connect to our leaders via calls, emails and backoffice announcements and other form of online communication such as Skype and Zoom to keep the leaders and members abreast with our status and development. As such, our MLM operation is still ongoing amid slower than usual.

In our previously Form 8-K and Form 10-Q, filed on April 22, 2020 and August 19, 2020 respectively, we announced that in connection with the COVID-19 pandemic, the Malaysian government has enforced a Movement Control Order (the “MCO”) effective March 18, 2020, closing all offices within the country that are non-essential forcing all of the Company’s staff to work from home. Subsequently, the MCO was replaced with the Conditional Movement Control Order on May 4, 2020 easing restrictions on most of Malaysia’s economic sectors until June 9, 2020. The Company opened its offices, but on an alternative day basis allowing staff to work on the Company’s backlogs. Afterwards, the Malaysian government announced the Recovery Movement Control Order beginning on June 10, 2020 and lasting till August 31, 2020, allowing most business to reopen and further easing COVID regulations on the country’s list of restricted activities. On August 28, 2020, the Malaysian government extended the Recovery Movement Control Order to last till December 31, 2020.

However, our e-commerce business is marginally affected by the current outbreak. This is because members that are staying at home are still able to place orders from our e-commerce website. Whilst almost all of our merchants who showcase their products on our website are able to fulfil the orders to our customers as courier services are exempted from the lockdown.

We hope that in the middle of 2021, there will be improvement towards the restriction caused by the pandemic, hence enabling more merchants to sign up with us, and that our members will be more encouraged and enthusiastic to promote our e-commerce website to their family, friends and prospects.

15

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons.

Critical Accounting Policies and Estimates

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Please refer to Note 2 Summary of Significant Accounting Policies of the Financial Statements on Form 10-K filed with the SEC on March 30, 2021, for disclosures regarding the critical accounting policies related to our business.

Recently Issued Accounting Standards

The recently issued accounting pronouncement are included in Note 2 Unaudited Interim Financial Statements for disclosures on accounting policies related to our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive and principal financial officers concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of Leong Yee Ming, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2021. Based upon the participation in that evaluation, it has been concluded that the disclosure controls and procedures were effective as of June 30, 2021.

Changes in Internal Controls

During the fiscal quarter ended June 30, 2021, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

16

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None 

17

ITEM 6.  EXHIBITS

The following exhibits are included as part of this report:

Exhibit Number	Description of Exhibit
31.1	Certification of Principal Executive Officer and Pursuant to Rule 13a-14
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14
32.1	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

18

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	VITAXEL GROUP LIMITED
Date: August 18, 2021	By:	/s/ Leong Yee Ming
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

19

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER 
PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Leong Yee Ming, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Vitaxel Group Limited; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 18, 2021	By:	/s/ Leong Yee Ming
	Name:	Leong Yee Ming
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Leong Yee Ming, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Vitaxel Group Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 18, 2021	By:	/s/ Leong Yee Ming
	Name:	Leong Yee Ming
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

 Exhibit 32.1

STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Vitaxel Group Limited (the “Company”) for the quarter ended June 30, 2021 (the “Report”), I, Leong Yee Ming, Chief Executive Officer, certify as follows:

A) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)), and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 18, 2021	By:	/s/ Leong Yee Ming
	Name:	Leong Yee Ming
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Vitaxel Group Limited (the “Company”) for the quarter ended June 30, 2021 (the “Report”), I, Leong Yee Ming, Chief Financial Officer, certify as follows:

A) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)), and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 18, 2021	By:	/s/ Leong Yee Ming
	Name:	Leong Yee Ming
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 18, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-55685
Entity Registrant Name	VITAXEL GROUP LIMITED
Entity Central Index Key	0001623590
Entity Tax Identification Number	30-0803939
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Level 4, 41-51, Jalan Maharajalela
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
Entity Address, Postal Zip Code	50150
City Area Code	603
Local Phone Number	2143 – 2889
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,087,903

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 40,950	$ 46,551
Amount due from related parties	37,993	34,332
Inventories	2,403	2,525
Other receivables, prepayments and other current assets	22,826	28,905
Total Current Assets	104,172	112,313
Non-current assets
Right-of-use assets	62,217	88,100
Property and equipment, net	31,392	41,068
Total Non-Current Assets	93,609	129,168
TOTAL ASSETS	197,781	241,481
Current liabilities
Amounts due to related parties	4,253,641	4,401,809
Commission payables	127,140	131,257
Accounts payable	76	230
Accruals and other payables	340,560	353,213
Lease obligation	49,697	47,974
Total Current Liabilities	4,771,114	4,934,483
Non-current liabilities
Lease obligation, net of current portion	16,507	40,260
Total Non-Current Liabilities	16,507	40,260
TOTAL LIABILITIES	4,787,621	4,974,743
STOCKHOLDERS’ EQUITY
Preferred stock par value $0.0001: 1,000,000 shares authorized; and 0 outstanding
Common stock par value $0.0001: 70,000,000 shares authorized; 54,087,903 and 54,087,903 shares issued and outstanding, respectively	5,409	5,409
Additional paid-in capital	4,749,798	4,749,798
Accumulated deficit	(9,572,793)	(9,576,061)
Accumulated other comprehensive income	227,746	87,592
Total Stockholders’ Equity	(4,589,840)	(4,733,262)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 197,781	$ 241,481

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	70,000,000	70,000,000
Common stock, issued	54,087,903	54,087,903
Common stock, outstanding	54,087,903	54,087,903

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
REVENUE	$ 4,128	$ 2,749	$ 4,262	$ 15,644
COST OF REVENUE	(4,008)	(2,176)	(4,106)	(12,834)
GROSS PROFIT	120	573	156	2,810
OPERATING EXPENSES
Selling expense		(156)	(23)	(590)
General and administrative expenses	(107,554)	(143,632)	(229,694)	(382,019)
Total operating expenses	(107,554)	(143,788)	(229,717)	(382,609)
LOSS FROM OPERATIONS	(107,434)	(143,215)	(229,561)	(379,799)
OTHER INCOME/(EXPENSE), NET
Other income	120,000	108,125	240,000	228,423
Other expense	(5,228)	4,965	(7,171)	(1,356)
Total Other income / (Expense), net	114,772	113,090	232,829	227,067
Net Income / (Loss)	7,338	(30,125)	3,268	(152,732)
OTHER COMPREHENSIVE INCOME / (LOSS)
Foreign currency translation adjustment	3,639	(33,477)	140,154	196,637
TOTAL COMPREHENSIVE INCOME (LOSS)	$ 10,977	$ (63,602)	$ 143,422	$ 43,905
Weighted average number of common shares outstanding - basic and diluted	54,087,903	54,087,903	54,087,903	54,087,903
Net Income (Loss) per share - basic and diluted	$ 0.00	$ (0.00)	$ 0.00	$ 0.00

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ 3,268	$ (152,732)
Items not involving cash:
Depreciation and amortization of– property and equipment and right-of-use assets	31,893	13,247
Interest expenses on lease obligation	905
Changes in operating assets and liabilities
Other receivables, prepayments and other current assets	6,079	11,517
Inventories	122	(1,271)
Accounts Payable	(154)	6,292
Commission payables	(4,117)	(9,923)
Accrued expense and other payables	(12,653)	(12,377)
Net cash provided by (used in) operating activities	25,343	(145,247)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,701)
Net cash used in investing activities		(1,701)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease liabilities	(19,793)
Proceeds from / (Repayment to) related parties	(9,828)	162,829
Net cash provided by (used in) financing activities	(29,621)	162,829
EFFECT OF EXCHANGE RATES ON CASH	(1,323)	(2,627)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(5,601)	13,254
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	46,551	63,436
CASH AND CASH EQUIVALENTS, END OF PERIOD	40,950	76,690
SUPPLEMENTAL OF CASH FLOW INFORMATION
Cash paid for interest expenses
Cash paid for income tax

XML

ORGANIZATION AND BUSINESS

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

1. ORGANIZATION AND BUSINESS

Vitaxel Group Limited (the “Company” or “Vitaxel”), incorporated in Nevada, is engaged in direct selling industry and online shopping platform primarily through its operating entities in Malaysia.

Vitaxel SDN BHD (“Vitaxel SB”), was incorporated in Malaysia on August 10, 2012. Vitaxel SB 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. Vionmall is primarily engaged in developing online shopping platforms geared to Vitaxel and its members and third-party suppliers of products and services. 

XML

UNAUDITED INTERIM FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

UNAUDITED INTERIM FINANCIAL STATEMENTS

2. UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed 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 under Article 8 of Regulation S-X. They do not include all information and foot notes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statement for the year ended December 31, 2020, included in the Company’s Form 10-K filed with the Security and Exchange Commission (“SEC”). The interim unaudited consolidated financial statements should be read in conjunction with those audited consolidated financial statements included in Form 10-K.

In the opinion of management, the Company has made all adjustments necessary to present a fair statement of the financial position as of June 30, 2021, results of operations for the six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. All significant intercompany transactions and balances are eliminated on consolidation. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results of operations for the entire fiscal year.

Recently issued accounting pronouncements

In December 2019, the FASB issued ASU2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, with the intent to reduce the complexity in accounting for income taxes. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The accounting update removes certain exceptions to the general principles in ASC 740 as well as provides simplification by clarifying and amending existing guidance. The adoption of this new standard did not have material impact on the consolidated financial statements.

XML

GOING CONCERN

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

3. GOING CONCERN

These unaudited condensed 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 June 30, 2021, the Company reported a net income of $3,268 and had negative working capital of $4,666,942. The Company had an accumulated deficit of $9,572,793 as of June 30, 2021 due to the fact that the Company incurred losses during the years prior to June 30, 2021.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, have adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. While the extent of the impact is unknown, the pandemic may hinder the Company’s operation and ability to raise financing and carry out its business plan due to uncertain capital markets, increased government regulations and other unanticipated factors.

These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

XML

OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2021

Other Receivables Prepayments And Other Current Assets

OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

4. OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS

Other receivables, prepayments and other current assets consist of the following:

	June 30, 2021		December 31, 2020
Deposits (1)	$	14,888	$	15,371
Prepayments (2)		7,938		13,534
	$	22,826	$	28,905

(1) Deposits represented payments for rental and utilities.

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

XML

LEASES

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

LEASES

5. LEASES

The Company’s leases consist of operating leases for office space and office equipment, with operating lease for terms between 2 to 5 years. As the operating lease does not provide an implicit interest rate, management estimated a current borrowing rate of 3.5% in determining the present value of the lease.

Right-of-use assets consist of the following:

	As of June 30, 2021			As of December 31, 2020
Office space	$	89,446		$	92,343
Office equipment		7,576			7,821
		97,022			100,164
Less: Accumulated amortization		(34,805	)		(12,064	)
Balance at end of period/year	$	62,217		$	88,100

Lease liabilities consist of the following:

	As of June 30, 2021			As of December 31, 2020
Lease payments
Office space	$	61,718		$	83,628
Office equipment		5,286			6,353
Total lease payments		67,004			89,981
Less: Discount		(800	)		(1,747	)
Lease obligation		66,204			88,234
Less: Current obligations		(49,697	)		(47,974	)
Lease obligation, net of current portion	$	16,507		$	40,260

XML

PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of June 30, 2021			As of December 31, 2020
Office equipment	$	28,137		$	29,048
Computer equipment		104,228			107,603
Furniture and fittings		8,013			8,273
Software and website		16,364			16,894
		156,742			161,818
Less: Accumulated depreciation		(125,350	)		(120,750)
Balance at end of period/year	$	31,392		$	41,068

Depreciation expenses charged to the statements of operations and comprehensive loss for the six month periods ended June 30, 2021 and 2020 were $8,490 (3 months $4,057) and $13,247 (3 months $6,428) respectively.

XML

ACCRUED EXPENSE AND OTHER PAYABLES

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

ACCRUED EXPENSE AND OTHER PAYABLES

7. ACCRUED EXPENSE AND OTHER PAYABLES

Accrued expense and other payables consist of the following:

	As of June 30, 2021		As of December 31, 2020
Provisions and accruals	$	37,548	$	43,668
Others (1)		303,012		309,545
Balance at end of period/year	$	340,560	$	353,213

(1) Other payables mainly consist of members allocated redemption points for commissions.

XML

RELATED PARTY BALANCES AND TRANSACTIONS

6 Months Ended

Jun. 30, 2021

Related Party Transactions [Abstract]

RELATED PARTY BALANCES AND TRANSACTIONS

8. RELATED PARTY BALANCES AND TRANSACTIONS

	As of June 30, 2021		As of December 31, 2020
Amount due from related parties
Asia Food People Sdn Bhd (1)	$	2,977	$	3,074
G2lux Sdn Bhd (2)		25,666		21,606
Ho Wah Genting Berhad (3)		5,063		5,226
Snatch Asia Sdn Bhd (4)		4,287		4,426
Total Amount due from related parties	$	37,993	$	34,332
Amount due to related parties
Ho Wah Genting Group Sdn Bhd (5)	$	345,919	$	83,339
Dato’ Lim Hui Boon (6)		72,327		49,778
Ho Wah Genting Holding Sdn Bhd (7)		60,271		62,223
Grande Legacy Inc. (8)		3,775,124		4,206,469
Total Amount due to related parties	$	4,253,641	$	4,401,809

The related party balances are unsecured, interest-free and repayable on demand.

Included in accruals and other payables are an accrual of $4,037 payable to a former director of the Company, Lim Wee Kiat and a $3,960 payable to Ho Wah Genting Holiday Sdn Bhd, a subsidiary of Ho Wah Genting Berhad(“HWGB”), a company listed in Bursa Malaysia Main Market.

(1)	A director of the Company, Leong Yee Ming, is also a director of Asia Food People Sdn Bhd (“AFP”). The amount due from AFP as at June 30, 2021 and December 31, 2020, were advances made to AFP.
(2)	A director of the Company, Leong Yee Ming, is also a director of G2lux Sdn Bhd (“G2lux”). The amount due from G2lux as at June 30, 2021 and December 31, 2020, were advances made to G2lux.
(3)	The President of the Company, Dato’ Lim Hui Boon, is also the Group President of HWGB.

(4)	A director of the Company, Leong Yee Ming, is also a director of Snatch Asia Sdn Bhd (“SASB”). The amount due from SASB as at June 30, 2021 and December 31, 2020, were advances made to SASB.
(5)	The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad (“HWGGSB”).
(6)	The amount due to the President of the Company, Dato’ Lim Hui Boon, as at June 30, 2021 and December 31, 2020, were advances made to the Company.
(7)	A former director of the Company, Lim Wee Kiat who resigned during period ended December 31, 2020 is also a director of Ho Wah Genting Holding Sdn Bhd.
(8)	A director of the Company, Leong Yee Ming, is also a director of Grande Legacy Inc. (“GL”).

The Company recognized management fee income of $240,000 charged to GL for the six month periods ended June 30, 2021 and 2020 respectively.

The Company also recognized royalty income of $nil and $293 charged to GL for the six month periods ended June 30, 2021 and 2020 respectively.

The Company billed GL for product sales of $4,128 and $13,697 for the six month periods ended June 30, 2021 and 2020 respectively. 

(9) Total payments made in the form of compensation, which includes salary, bonus, stock awards and all other compensation have been made to the following officer and former officers of the Company:

	June 30, 2021		June 30, 2020
Lim Wee Kiat	$	26,357	$	23,852
Leong Yee Ming		20,500		22,527
	$	46,857	$	46,379

XML

OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2021

Other Receivables Prepayments And Other Current Assets

Other receivables, prepayments and other current assets consist of the following:

Other receivables, prepayments and other current assets consist of the following:

	June 30, 2021		December 31, 2020
Deposits (1)	$	14,888	$	15,371
Prepayments (2)		7,938		13,534
	$	22,826	$	28,905

(1) Deposits represented payments for rental and utilities.

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

XML

LEASES (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Right-of-use assets consist of the following:

Right-of-use assets consist of the following:

	As of June 30, 2021			As of December 31, 2020
Office space	$	89,446		$	92,343
Office equipment		7,576			7,821
		97,022			100,164
Less: Accumulated amortization		(34,805	)		(12,064	)
Balance at end of period/year	$	62,217		$	88,100

Lease liabilities consist of the following:

Lease liabilities consist of the following:

	As of June 30, 2021			As of December 31, 2020
Lease payments
Office space	$	61,718		$	83,628
Office equipment		5,286			6,353
Total lease payments		67,004			89,981
Less: Discount		(800	)		(1,747	)
Lease obligation		66,204			88,234
Less: Current obligations		(49,697	)		(47,974	)
Lease obligation, net of current portion	$	16,507		$	40,260

XML

PROPERTY AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Property and equipment, net consist of the following:

Property and equipment, net consist of the following:

	As of June 30, 2021			As of December 31, 2020
Office equipment	$	28,137		$	29,048
Computer equipment		104,228			107,603
Furniture and fittings		8,013			8,273
Software and website		16,364			16,894
		156,742			161,818
Less: Accumulated depreciation		(125,350	)		(120,750)
Balance at end of period/year	$	31,392		$	41,068

XML

ACCRUED EXPENSE AND OTHER PAYABLES (Tables)

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

Accrued expense and other payables consist of the following:

Accrued expense and other payables consist of the following:

	As of June 30, 2021		As of December 31, 2020
Provisions and accruals	$	37,548	$	43,668
Others (1)		303,012		309,545
Balance at end of period/year	$	340,560	$	353,213

(1) Other payables mainly consist of members allocated redemption points for commissions.

XML

RELATED PARTY BALANCES AND TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2021

Related Party Transactions [Abstract]

Schedule of related party balances and transactions

	As of June 30, 2021		As of December 31, 2020
Amount due from related parties
Asia Food People Sdn Bhd (1)	$	2,977	$	3,074
G2lux Sdn Bhd (2)		25,666		21,606
Ho Wah Genting Berhad (3)		5,063		5,226
Snatch Asia Sdn Bhd (4)		4,287		4,426
Total Amount due from related parties	$	37,993	$	34,332
Amount due to related parties
Ho Wah Genting Group Sdn Bhd (5)	$	345,919	$	83,339
Dato’ Lim Hui Boon (6)		72,327		49,778
Ho Wah Genting Holding Sdn Bhd (7)		60,271		62,223
Grande Legacy Inc. (8)		3,775,124		4,206,469
Total Amount due to related parties	$	4,253,641	$	4,401,809

The related party balances are unsecured, interest-free and repayable on demand.

Included in accruals and other payables are an accrual of $4,037 payable to a former director of the Company, Lim Wee Kiat and a $3,960 payable to Ho Wah Genting Holiday Sdn Bhd, a subsidiary of Ho Wah Genting Berhad(“HWGB”), a company listed in Bursa Malaysia Main Market.

(1)	A director of the Company, Leong Yee Ming, is also a director of Asia Food People Sdn Bhd (“AFP”). The amount due from AFP as at June 30, 2021 and December 31, 2020, were advances made to AFP.
(2)	A director of the Company, Leong Yee Ming, is also a director of G2lux Sdn Bhd (“G2lux”). The amount due from G2lux as at June 30, 2021 and December 31, 2020, were advances made to G2lux.
(3)	The President of the Company, Dato’ Lim Hui Boon, is also the Group President of HWGB.

(4)	A director of the Company, Leong Yee Ming, is also a director of Snatch Asia Sdn Bhd (“SASB”). The amount due from SASB as at June 30, 2021 and December 31, 2020, were advances made to SASB.
(5)	The President of the Company, Dato’ Lim Hui Boon, is also the Group President of Ho Wah Genting Group Sdn Berhad (“HWGGSB”).
(6)	The amount due to the President of the Company, Dato’ Lim Hui Boon, as at June 30, 2021 and December 31, 2020, were advances made to the Company.
(7)	A former director of the Company, Lim Wee Kiat who resigned during period ended December 31, 2020 is also a director of Ho Wah Genting Holding Sdn Bhd.
(8)	A director of the Company, Leong Yee Ming, is also a director of Grande Legacy Inc. (“GL”).

The Company recognized management fee income of $240,000 charged to GL for the six month periods ended June 30, 2021 and 2020 respectively.

The Company also recognized royalty income of $nil and $293 charged to GL for the six month periods ended June 30, 2021 and 2020 respectively.

The Company billed GL for product sales of $4,128 and $13,697 for the six month periods ended June 30, 2021 and 2020 respectively. 

(9) Total payments made in the form of compensation, which includes salary, bonus, stock awards and all other compensation have been made to the following officer and former officers of the Company:

	June 30, 2021		June 30, 2020
Lim Wee Kiat	$	26,357	$	23,852
Leong Yee Ming		20,500		22,527
	$	46,857	$	46,379

XML

ORGANIZATION AND BUSINESS (Details Narrative)	6 Months Ended
	Jun. 30, 2021
Vitaxel SDN BHD [Member]
Entity Listings [Line Items]
State of incorporation	Malaysia
Date of incorporation	Aug. 10, 2012
Vitaxel Online Mall SDN BHD [Member]
Entity Listings [Line Items]
State of incorporation	Malaysia
Date of incorporation	Sep. 22, 2015

XML

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net income	$ 7,338	$ (30,125)	$ 3,268	$ (152,732)
Negative working capital			4,666,942
Accumulated deficit	$ (9,572,793)		$ (9,572,793)		$ (9,576,061)

XML

Other receivables, prepayments and other current assets consist of the following: (Details) - USD ($)		Jun. 30, 2021	Dec. 31, 2020
Other Receivables Prepayments And Other Current Assets
Deposits Assets, Current	[1]	$ 14,888	$ 15,371
Prepaid Expense, Current	[2]	7,938	13,534
Total other receivables and other assets		$ 22,826	$ 28,905

[1] Deposits represented payments for rental and utilities.

[2] Prepayments mainly consists of prepayment for insurance and IT related fees.

XML

Right-of-use assets consist of the following: (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Right-of-use assets	$ 97,022	$ 100,164
Less: Accumulated amortization	(34,805)	(12,064)
Balance at end of period/year	62,217	88,100
Office Space [Member]
Right-of-use assets	89,446	92,343
Office Equipment [Member]
Right-of-use assets	$ 7,576	$ 7,821

XML

Lease liabilities consist of the following: (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Total lease payments	$ 67,004	$ 89,981
Less: discount	(800)	(1,747)
Lease obligation	66,204	88,234
Less: current obligations	(49,697)	(47,974)
Lease obligation, net of current portion	16,507	40,260
Office Space [Member]
Lease payments	61,718	83,628
Office Equipment [Member]
Lease payments	$ 5,286	$ 6,353

XML

LEASES (Details Narrative)	Jun. 30, 2021
Borrowing rate	3.50%
Office Space [Member]
Operating lease term	2 years
Office Equipment [Member]
Operating lease term	5 years

XML

Property and equipment, net consist of the following: (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Balance at beginning of period/year	$ 156,742	$ 161,818
Less: Accumulated depreciation	(125,350)	(120,750)
Balance at end of period/year	31,392	41,068
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Balance at beginning of period/year	28,137	29,048
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Balance at beginning of period/year	104,228	107,603
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Balance at beginning of period/year	8,013	8,273
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Balance at beginning of period/year	$ 16,364	$ 16,894

XML

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 4,057	$ 6,428	$ 8,490	$ 13,247

XML

Accrued expense and other payables consist of the following: (Details) - USD ($)		Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Provisions and accruals		$ 37,548	$ 43,668
Other Liabilities	[1]	303,012	309,545
Balance at end of period/year		$ 340,560	$ 353,213

[1] Other payables mainly consist of members allocated redemption points for commissions.

XML

Schedule of related party balances and transactions (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Amount of due from related parties	$ 37,993	$ 34,332
Amount due to related parties	4,253,641	4,401,809
Amount due from director	46,857	46,379
Asia Food People Sdn Bhd [Member]
Related Party Transaction [Line Items]
Amount of due from related parties	2,977	3,074
G 2lux Sdn Bhd [Member]
Related Party Transaction [Line Items]
Amount of due from related parties	25,666	21,606
Ho Wah Genting Berhad [Member]
Related Party Transaction [Line Items]
Amount of due from related parties	5,063	5,226
Snatch Asia Sdn Bhd [Member]
Related Party Transaction [Line Items]
Amount of due from related parties	4,287	4,426
Ho Wah Genting Group Sdn Bhd [Member]
Related Party Transaction [Line Items]
Amount due to related parties	345,919	83,339
Dato Lim Hui Boon [Member]
Related Party Transaction [Line Items]
Amount due to related parties	72,327	49,778
Ho Wah Genting Holding Sdn Bhd [Member]
Related Party Transaction [Line Items]
Amount due to related parties	60,271	62,223
Grande Legacy Inc [Member]
Related Party Transaction [Line Items]
Amount due to related parties	3,775,124	4,206,469
Lim Wee Kiat [Member]
Related Party Transaction [Line Items]
Amount due from director	26,357	23,852
Leong Yee Ming [Member]
Related Party Transaction [Line Items]
Amount due from director	$ 20,500	$ 22,527

XML

RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Lim Wee Kiat [Member]
Related Party Transaction [Line Items]
Accruals and other payables	$ 4,037
Ho Wah Genting Group Sdn Bhd [Member]
Related Party Transaction [Line Items]
Accruals and other payables	3,960
Grande Legacy Inc [Member]
Related Party Transaction [Line Items]
Management fee income	240,000	$ 240,000
Royalty income	0	293
Product sales	$ 4,128	$ 13,697