Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | DSwiss Inc | |
Entity Central Index Key | 1,652,561 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 206,904,600 | |
Trading Symbol | DQWS | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 571,019 | $ 782,963 |
Trade receivables | 11,747 | 2,878 |
Prepayment and deposits | 17,165 | 17,143 |
Income tax receivables | 853 | 803 |
Inventories | 54,420 | 33,582 |
Total Current Assets | 655,204 | 837,369 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 61,057 | 75,005 |
Intangible assets, net | 10,366 | 9,855 |
Total Non-Current Assets | 71,423 | 84,860 |
TOTAL ASSETS | 726,627 | 922,229 |
CURRENT LIABILITIES | ||
Trade payables | 4,973 | 5,025 |
Other payables and accrued liabilities | 23,547 | 39,558 |
Hire purchase creditor | 199 | 3,045 |
Convertible notes payable | 638,400 | |
Amount due to director | 29,139 | 18,685 |
Total Current Liabilities | 57,858 | 704,713 |
NON- CURRENT LIABILITIES | ||
Hire purchase creditor | 15,317 | 14,874 |
TOTAL LIABILITIES | 73,175 | 719,587 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding | ||
Common stock, $0.0001 par value, 600,000,000 shares authorized, 206,904,600 and 203,342,600 shares issued and outstanding as of September 30, 2017 and December 31, 2016 respectively | 20,690 | 20,394 |
Additional paid in capital | 1,395,426 | 757,322 |
Accumulated other comprehensive losses | (19,636) | (38,420) |
Accumulated losses | (774,672) | (569,258) |
TOTAL STOCKHOLDERS’ EQUITY | 621,808 | 170,038 |
NON CONTROLLING INTEREST | 31,644 | 32,604 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 726,627 | $ 922,229 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 206,904,600 | 203,342,600 |
Common stock, shares outstanding | 206,904,600 | 203,342,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
REVENUE | $ 42,367 | $ 20,978 | $ 135,433 | $ 116,847 |
COST OF REVENUE | 882 | (10,887) | (22,706) | (74,294) |
GROSS PROFIT | 43,249 | 10,091 | 112,727 | 42,553 |
OTHER INCOME | 57 | 678 | 7 | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (52,774) | (108,398) | (168,298) | (250,558) |
OPERATING EXPENSES | (55,916) | (42,848) | (143,196) | (120,501) |
OTHER OPERATING EXPENSES | (3,835) | (6,680) | (8,285) | (16,419) |
PROFIT/(LOSS) BEFORE INCOME TAX | (69,219) | (147,835) | (206,374) | (344,918) |
INCOME TAX PROVISION | ||||
NET PROFIT/(LOSS) | (69,219) | (147,835) | (206,374) | (344,918) |
Non-Controlling Interest | 460 | 1,397 | 960 | 6,599 |
Other comprehensive income/(loss): | ||||
- Foreign currency translation adjustment | (5,363) | (6,251) | 18,784 | (327) |
Comprehensive income/(loss) | $ (74,122) | $ (152,689) | $ (186,630) | $ (338,646) |
Net income/(loss) per share- Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding – Basic and diluted | 206,904,600 | 203,345,317 | 206,263,921 | 203,343,512 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Comprehensive Income/(Loss) [Member] | Accumulated Surplus/(Deficit) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 20,394 | $ 757,322 | $ (38,420) | $ (569,258) | $ 32,604 | $ 202,642 |
Balance, shares at Dec. 31, 2016 | 203,940,100 | |||||
Shares issued upon conversion of convertible notes principal at $0.10 per share | $ 28 | 27,972 | 28,000 | |||
Shares issued upon conversion of convertible notes principal at $0.10 per share, shares | 280,000 | |||||
Shares issued upon conversion of convertible notes principal at $0.20 per share | $ 232 | 463,168 | 463,400 | |||
Shares issued upon conversion of convertible notes principal at $0.20 per share, shares | 2,317,000 | |||||
Shares issued upon conversion of convertible notes principal at $0.40 per share | $ 36 | 146,964 | 147,000 | |||
Shares issued upon conversion of convertible notes principal at $0.40 per share, shares | 367,500 | |||||
Foreign currency translation adjustment | 18,784 | 18,784 | ||||
Net profit/(loss) | (205,414) | (960) | (206,374) | |||
Balance at Sep. 30, 2017 | $ 20,690 | $ 1,395,426 | $ (19,636) | $ (774,672) | $ 31,644 | $ 653,452 |
Balance, shares at Sep. 30, 2017 | 206,904,600 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parenthetical) | Sep. 30, 2017$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Debt convertible, conversion price per share | $ 0.10 |
Debt convertible, conversion price per share one | 0.20 |
Debt convertible, conversion price per share two | $ 0.40 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | $ (206,374) | $ (344,918) |
Adjustments to reconcile net profit/(loss) to net cash used in operating activities: | ||
Depreciation and amortization | 18,431 | 14,727 |
Amortization for intangible assets | 234 | 497 |
Changes in operating assets and liabilities: | ||
Trade payables | 3,680 | 655 |
Trade receivables | (3,254) | 12,901 |
Other payables and accrued liabilities | (16,242) | (23,653) |
Inventories | (18,972) | (26,185) |
Prepayment and deposits | (8,415) | (5,964) |
Net cash used in operating activities | (230,912) | (371,940) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (25,600) | |
Intangible assets | (756) | |
Net cash used in investing activities | (756) | (25,600) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advance from directors | 9,200 | 4,497 |
Issuance of share capital | 296 | 8,086 |
Additional paid in capital | 638,104 | |
Proceeds from non-controlling interest | 35,876 | |
Convertible note payables | (638,400) | 424,900 |
Hire purchase finance | (2,938) | |
Net cash provided by financing activities | 6,262 | 473,359 |
Effect of exchange rate changes on cash and cash equivalent | 13,462 | (12,424) |
Net increase / (decrease) in cash and cash equivalents | (211,944) | 63,395 |
Cash and cash equivalents, beginning of period | 782,963 | 437,202 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 571,019 | 500,597 |
SUPPLEMENTAL CASH FLOWS INFORMATION | ||
Income taxes paid | ||
Interest paid |
Description of Business and Org
Description of Business and Organization | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION DSwiss, Inc. is organized as a Nevada Limited Liability Company, incorporated on May 28, 2015. For the purposes of financial statement presentation, DSwiss, Inc. and its subsidiaries are herein referred to as “the Company” or “we”. The principal activity of the Company and its subsidiaries is to supply high quality beauty products directly to clients through wholly owned subsidiaries. Our beauty supplies include, but are not limited to, beverages to assist in weight loss, anti-aging cream, and products designed to improve the overall health and wellness of clients. The accompanying unaudited condensed consolidated financial statements of DSwiss, Inc. at September 30, 2017 and 2016 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2016. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended September 30, 2017 and 2016 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2016 balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2016. We have historically conducted our business through DSwiss Sdn Bhd, a private limited liability company, incorporated in Malaysia. DSwiss Holding Limited, incorporated in Seychelles, is an investment holding company with 100% equity interest in DSwiss (HK) Limited, a company incorporated in Hong Kong, which subsequently hold 100% equity interest in DSwiss Sdn. Bhd. On August 31, 2015, DSwiss, Inc. was restructured to be the holding company parent to, and succeed to the operations of, DSwiss Holding Limited. The former unit holder of DSwiss Holding Limited became the unit holder of DSwiss, Inc. and DSwiss Holding Limited became a wholly-owned subsidiary of DSwiss, Inc. This transaction was accounted for as a transaction among entities under common control and the assets, liabilities, revenues and expenses of DSwiss Holding Limited were carried over to and combined with DSwiss, Inc. at historical cost, and as if the transfer occurred at the beginning of the period. Prior periods have been retrospectively adjusted for comparative purposes. We have invested in DSwiss Biotech Sdn Bhd, a company incorporated in Malaysia, and owned 40% equity interest. We have invested in DS Asia Co., Ltd, incorporated in Thailand, and owned 49% equity interest. We have incorporated a new company namely DSwiss International Trading (Shenzhen) Limited in China, with 100% equity interest. The Company, through its subsidiaries and its variable interest entities (“VIEs”), mainly supplies high quality beauty products. Details of the Company’s subsidiaries and associates: Company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. DSwiss Holding Limited Seychelles, May 28, 2015 1 share of ordinary share of US$1 each Investment holding 100% 2. DSwiss (HK) Limited Hong Kong, May 28, 2015 1 share of ordinary share of HK$1 each Supply of beauty products 100% 3. DSwiss Sdn Bhd Malaysia, March 10, 2011 2 shares of ordinary share of RM 1 each Supply of beauty products 100% 4. DSwiss Biotech Sdn Bhd(1) Malaysia, March 17, 2016 250,000 shares of ordinary share of RM 1 each Supply of biotech products 40% 5. DS Asia Co., Ltd(1) Thailand, April 27,2016 20,000 shares of ordinary share of THB 25 each Trading beauty products 49% 6. DSwiss International Trading (Shenzhen) Limited 德瑞絲國際貿易 ( 深圳 ) 有限公司 PRC, June 21, 2016 413,392 shares of ordinary share of RMB 1 each Trading beauty products 100% (1) Based on the contractual arrangements between the Company and other investors, the Company has the power to direct the relevant activities of these entities unilaterally, and hence the Company has control over these entities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company has adopted its fiscal year-end to be December 31. Basis of consolidation The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and its VIEs in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation. Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. Revenue recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition” Revenue from supplies of beauty products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported. Cost of revenue Cost of revenue includes the purchase cost of retail goods for re-sale to customers and packing materials (such as boxes). It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues. Shipping and handling fees Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses. Shipping and handling fees are expensed as incurred for the nine months ended September 30, 2017 were $2,411, while for the nine months ended September 30, 2016 were $2,736. Selling and distribution expenses Selling and distribution expenses are primarily comprised of travelling and accommodation, transportation fees such as petrol, toll and parking and shipping and handling fees. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Inventories Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Condensed Consolidated Statements of Operations and Comprehensive Income. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: Classification Estimated useful lives Computer and software 5 years Furniture and fittings 5 years Office equipment 10 years Motor vehicle 5 years Renovation 5 years Expenditures for maintenance and repairs are expensed as incurred. Intangible assets Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Hong Kong, China, and Malaysia, which are amortized on a straight-line basis over a useful life of five years. The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There was no impairment losses recorded on intangible assets for the nine months ended September 30, 2017. Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company conducts major businesses in Malaysia and Hong Kong, and is expanding to China and Thailand. The Company is subject to tax in these jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority. Net income/(loss) per share The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiaries and VIEs in Malaysia, Hong Kong, China and Thailand maintain their books and records in their local currency, Ringgits Malaysia (“RM”), Hong Kong Dollars (“HK$”), Chinese Renminbi (“RMB”) and Thai Baht (“THB”) respectively, which is functional currency as being the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement” Translation of amounts from RM into US$1, HK$ into US$1, RMB into US$1 and THB into US$1 has been made at the following exchange rates for the respective periods: As of and for the nine months ended September 30 2017 2016 Period-end RM : US$1 exchange rate 4.22 4.46 Period-average RM : US$1 exchange rate 4.26 4.45 Period-end HK$ : US$1 exchange rate 7.81 7.75 Period-average HK$ : US$1 exchange rate 7.81 7.75 Period-end RMB : US$1 exchange rate 6.65 6.36 Period-average RMB : US$1 exchange rate 6.67 6.37 Period-end THB : US$1 exchange rate 33.53 36.44 Period-average THB : US$1 exchange rate 33.38 36.38 Fair value of financial instruments: The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, accounts payables, other payables and accrued liabilities and amount due to directors approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 Segment reporting ASC Topic 280, “ Segment Reporting Recent accounting pronouncements FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities Consolidation In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and, if so, to provide related footnote disclosures. ASU 2014-15 provides a definition of the term “substantial doubt” and requires an assessment for a period of one year after the date that the financial statements are issued or available to be issued. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The guidance is effective for the annual periods ending after December 15, 2016 and interim periods thereafter with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
VIE Structure and Arrangements
VIE Structure and Arrangements | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VIE Structure and Arrangements | 3. VIE STRUCTURE AND ARRANGEMENTS On June 27, 2016, DSwiss (HK) Limited (“DSHK”) entered into a Management Services Agreement (the “Management Services Agreement I”) which entitles DSHK to substantially entitled to all of the economic benefits of DSwiss Biotech Sdn Bhd (“DSBT”) in consideration of services provided by DSHK to DSBT. Pursuant to the Management Services Agreement I, DSHK has the exclusive right to provide to DSBT management, financial and other services related to the operation of DSBT’s business, and DSBT is required to take all commercially reasonable efforts to permit and facilitate the provision of the services provided by DSHK. As compensation for providing the services, DSHK is entitled to receive a fee from DSBT, upon demand, equal to 100% of the annual net profits of DSBT during the term of the Management Services Agreement I. DSHK may also request, on ad hoc basis, quarterly payments of the aggregate fee, which payments will be credited against DSBT’s future payment obligations. The Management Services Agreement I also provides DSHK, or its designee, with a right of first refusal to acquire all or any portion of the equity of DSBT upon any proposal by the sole shareholder of DSBT to transfer such equity. In addition, at the sole discretion of DSHK, DSBT is obligated to transfer to DSHK, or its designee, any part or all of the business, personnel, assets and operations of DSBT which may be lawfully conducted, employed, owned or operated by DSHK, including: (a) business opportunities presented to, or available to DSBT may be pursued and contracted for in the name of DSHK rather than DSBT, and at its discretion, DSHK may employ the resources of DSBT to secure such opportunities; (b) any tangible or intangible property of DSBT, any contractual rights, any personnel, and any other items or things of value held by DSBT may be transferred to DSHK at book value; (c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by DSHK by acquisition, lease, license or otherwise, and made available to DSBT on terms to be determined by agreement between DSHK and DSBT; (d) contracts entered into in the name of DSBT may be transferred to DSHK, or the work under such contracts may be subcontracted, in whole or in part, to DSHK, on terms to be determined by agreement between DSHK and DSBT; and (e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of DSHK, and in the name of and at the expense of, DSHK; provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of DSHK) or adversely affecting any license, permit or regulatory status of DSBT. In addition, DSHK entered into certain agreements with Jervey Choon, (the “DSBT shareholder”), including (i) a Call Option Agreement allowing DSHK to acquire the shares of DSBT as permitted by Malaysia laws; (ii) a Shareholders’ Voting Rights Proxy Agreement that provides DSHK with the voting rights of the DSBT; and (ii) an Equity Pledge Agreement that pledges the shares in DSBT. This VIE structure provides DSHK, a wholly-owned subsidiary of DSwiss Holding Limited, which is the wholly-owned subsidiary of DSwiss Inc, with control over the operations and benefits of DSBT without having a direct equity ownership in DSBT. On June 27, 2016, DSHK entered into a Management Services Agreement (the “Management Services Agreement II”) which entitles DSHK to substantially entitled to all of the economic benefits of DS Asia Co., Ltd (“DSAC”) in consideration of services provided by DSHK to DSAC. Pursuant to the Management Services Agreement II, DSHK has the exclusive right to provide to DSAC management, financial and other services related to the operation of DSAC’s business, and DSAC is required to take all commercially reasonable efforts to permit and facilitate the provision of the services provided by DSHK. As compensation for providing the services, DSHK is entitled to receive a fee from DSAC, upon demand, equal to 100% of the annual net profits of DSAC during the term of the Management Services Agreement II. DSHK may also request, on ad hoc basis, quarterly payments of the aggregate fee, which payments will be credited against DSAC’s future payment obligations. The Management Services Agreement II also provides DSHK, or its designee, with a right of first refusal to acquire all or any portion of the equity of DSAC upon any proposal by the sole shareholder of DSAC to transfer such equity. In addition, at the sole discretion of DSHK, DSAC is obligated to transfer to DSHK, or its designee, any part or all of the business, personnel, assets and operations of DSAC which may be lawfully conducted, employed, owned or operated by DSHK, including: (a) business opportunities presented to, or available to DSAC may be pursued and contracted for in the name of DSHK rather than DSAC, and at its discretion, DSHK may employ the resources of DSAC to secure such opportunities; (b) any tangible or intangible property of DSAC, any contractual rights, any personnel, and any other items or things of value held by DSAC may be transferred to DSHK at book value; (c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by DSHK by acquisition, lease, license or otherwise, and made available to DSAC on terms to be determined by agreement between DSHK and DSAC; (d) contracts entered into in the name of DSAC may be transferred to DSHK, or the work under such contracts may be subcontracted, in whole or in part, to DSHK, on terms to be determined by agreement between DSHK and DSAC; and (e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of DSHK, and in the name of and at the expense of, DSHK; provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of DSHK) or adversely affecting any license, permit or regulatory status of DSAC. In addition, DSHK entered into certain agreements with each of Ms. Weraya Limpasuthum, Ms. Kanittha Tharanut, (collectively, the “DSAC shareholders”), including (iv) a Call Option Agreement allowing DSHK to acquire the shares of DSAC as permitted by Thailand laws; (v) a Shareholders’ Voting Rights Proxy Agreement that provides DSHK with the voting rights of the DSAC; and (vi) an Equity Pledge Agreement that pledges the shares in DSAC. This VIE structure provides DSHK, a wholly-owned subsidiary of DSwiss Holding Limited, which is the wholly-owned subsidiary of DSwiss Inc, with control over the operations and benefits of DSAC without having a direct equity ownership in DSAC. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. PROPERTY AND EQUIPMENT As of September 30, 2017 December 31, 2016 Computers and software $ 86,651 $ 81,103 Furniture and fittings $ 3,493 $ 2,797 Office equipment $ 9,519 $ 8,465 Motor vehicles $ 30,362 $ 29,085 Renovation $ 18,083 $ 17,069 Total property and equipment $ 148,108 $ 138,519 Accumulated depreciation $ (87,051 ) $ (63,514 ) Property and equipment, net $ 61,057 $ 75,005 Depreciation expense for the three and nine months ended September 30, 2017 were $7,080 and $21,240, respectively. Depreciation expense for the three and nine months ended September 30, 2016 were $5,481 and $14,727, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. INTANGIBLE ASSETS As of September 30, 2017 December 31, 2016 Trademarks $ 11,573 $ 10,542 Amortization $ (1,207 ) $ (687 ) Intangible assets, net $ 10,366 $ 9,855 Amortization for the three and nine months ended September 30, 2017 were $159 and $511, respectively. Amortization for the three and nine months ended September 30, 2016 were $171 and $497, respectively. |
Prepayment and Deposits
Prepayment and Deposits | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepayment and Deposits | 6. PREPAYMENT AND DEPOSITS As of September 30, 2017 December 31, 2016 Prepayment $ 16,700 $ 16,691 Deposits $ 465 $ 452 Total prepayment and deposits $ 17,165 $ 17,143 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. INVENTORIES As of September 30, 2017 December 31, 2016 Finished goods, at cost $ 54,420 $ 33,582 Total inventories $ 54,420 $ 33,582 |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Other Payables and Accrued Liabilities | 8. OTHER PAYABLES AND ACCRUED LIABILITIES As of September 30, 2017 December 31, 2016 Other payables $ 11,377 $ 18,000 Accrued audit fees $ 8,073 $ 14,300 Accrued other expenses $ 1,085 $ 1,922 Accrued professional fees $ 3,012 $ 5,336 Total other payables and accrued liabilities $ 23,547 $ 39,558 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES For the nine months ended September 30 2017 and 2016, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following: Nine Months Ended September 30 2017 2016 Tax jurisdictions from: - Local $ (46,155 ) $ (40,578 ) - Foreign, representing Seychelles $ (1,729 ) $ (1,690 ) Hong Kong $ (66,082 ) $ (148,732 ) Malaysia $ (68,154 ) $ (123,913 ) PRC $ (23,799 ) $ (17,779 ) Thailand $ (455 ) $ (12,226 ) Loss before income tax $ (206,374 ) $ (344,918 ) The provision for income taxes consisted of the following: Nine Months Ended September 30 2017 2016 Current: - Local $ - $ - - Foreign $ - $ - Deferred: $ $ - Local $ - $ - - Foreign $ - $ - Income tax expense $ - $ - The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Seychelles, Hong Kong, Malaysia, PRC and Thailand that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. Seychelles Under the current laws of the Seychelles, DSwiss Holding Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles. Hong Kong DSwiss (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. Malaysia DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 20% to 25% on its assessable income. PRC DSwiss International Trading (Shenzhen) Limited is operating in the PRC subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25%. Thailand DS Asia Co., Ltd is subject to the Corporate Income Tax governed by the Thailand Revenue Department. Companies and juristic partnerships with a paid-in capital not exceeding 5 million Thai baht (THB) at the end of any accounting period and income from the sale of goods and/or the provision of services not exceeding THB 30 million in any accounting period will be subject to tax range from 0% - 20%. |
Concentrations of Risk
Concentrations of Risk | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 10. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three months ended September 30, 2016, there were no customers who accounted for 10% or more of the Company’s revenues. For the three months ended September 30, 2017, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows: For three months ended September 30 2017 2016 2017 2016 2017 2016 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ 9,852 $ - 23 % - % $ - $ - Customer B $ 7,882 $ - 19 % - % $ - $ - $ 17,734 $ - 43 % - % $ - $ - For nine months ended September 30, 2017 and 2016, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows: For nine months ended September 30 2017 2016 2017 2016 2017 2016 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ 45,000 $ 14,600 33 % 12 % $ - $ - Customer B $ 35,945 $ - 27 % - % $ - $ - Customer C $ 19,813 $ - 15 % - % $ - $ - $ 100,758 $ 14,600 75 % 12 % $ - $ - (b) Major vendors For three months ended September 30, 2017 and 2016, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows: For three months ended September 30 2017 2016 2017 2016 2017 2016 Purchases Percentage of Purchases Account Payable, Trade Vendor A $ 4,770 $ 9,227 64 % 42 % $ - $ - Vendor B $ 2,671 $ 7,946 36 % 37 % $ - $ - Vendor C $ - $ 4,078 - % 19 % $ - $ - $ 7,441 $ 21,251 100 % 98 % $ - $ - For nine months ended September 30, 2017 and 2016, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows: For nine months ended September 30 2017 2016 2017 2016 2017 2016 Purchases Percentage of Purchases Account Payable, Trade Vendor A $ 29,216 $ 40,736 64 % 55 % $ 6,539 $ - Vendor B $ 14,919 $ 23,650 33 % 32 % $ - $ 744 $ 44,135 $ 64,386 97 % 87 % $ 6,539 $ 744 All vendors are located in Malaysia. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$, HK$ converted into US$, RMB converted into US$ and THB converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES The Company entered into a new agreement with an independent third party to lease office premises in Malaysia on a monthly basis, for the operations of the Company. The rent expense for the period ended September 30, 2017 and September 30, 2016 were $5,278 and $11,747 respectively. As of September 30, 2017, the Company has future minimum rental payments of $8,797 for office premises due under a non-cancellable operating lease in the next fifteen months. Period ending December 31: 2017 $ 1,759 2018 $ 7,038 $ 8,797 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events “, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2017 up through the date was the Company presented these unaudited condensed financial statements. During the period, the Company did not have any material recognizable subsequent event. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company has adopted its fiscal year-end to be December 31. |
Basis of Consolidation | Basis of consolidation The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and its VIEs in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. |
Revenue Recognition | Revenue recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition” Revenue from supplies of beauty products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported. |
Cost of Revenue | Cost of revenue Cost of revenue includes the purchase cost of retail goods for re-sale to customers and packing materials (such as boxes). It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues. |
Shipping and Handling Fees | Shipping and handling fees Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses. Shipping and handling fees are expensed as incurred for the nine months ended September 30, 2017 were $2,411, while for the nine months ended September 30, 2016 were $2,736. |
Selling and Distribution Expenses | Selling and distribution expenses Selling and distribution expenses are primarily comprised of travelling and accommodation, transportation fees such as petrol, toll and parking and shipping and handling fees. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Inventories | Inventories Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Condensed Consolidated Statements of Operations and Comprehensive Income. |
Property and Equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: Classification Estimated useful lives Computer and software 5 years Furniture and fittings 5 years Office equipment 10 years Motor vehicle 5 years Renovation 5 years Expenditures for maintenance and repairs are expensed as incurred. |
Intangible Assets | Intangible assets Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Hong Kong, China, and Malaysia, which are amortized on a straight-line basis over a useful life of five years. The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There was no impairment losses recorded on intangible assets for the nine months ended September 30, 2017. |
Income Taxes | Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company conducts major businesses in Malaysia and Hong Kong, and is expanding to China and Thailand. The Company is subject to tax in these jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority. |
Net Income/(Loss) Per Share | Net income/(loss) per share The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” |
Foreign Currencies Translation | Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiaries and VIEs in Malaysia, Hong Kong, China and Thailand maintain their books and records in their local currency, Ringgits Malaysia (“RM”), Hong Kong Dollars (“HK$”), Chinese Renminbi (“RMB”) and Thai Baht (“THB”) respectively, which is functional currency as being the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement” Translation of amounts from RM into US$1, HK$ into US$1, RMB into US$1 and THB into US$1 has been made at the following exchange rates for the respective periods: As of and for the nine months ended September 30 2017 2016 Period-end RM : US$1 exchange rate 4.22 4.46 Period-average RM : US$1 exchange rate 4.26 4.45 Period-end HK$ : US$1 exchange rate 7.81 7.75 Period-average HK$ : US$1 exchange rate 7.81 7.75 Period-end RMB : US$1 exchange rate 6.65 6.36 Period-average RMB : US$1 exchange rate 6.67 6.37 Period-end THB : US$1 exchange rate 33.53 36.44 Period-average THB : US$1 exchange rate 33.38 36.38 |
Fair Value of Financial Instruments | Fair value of financial instruments: The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, accounts payables, other payables and accrued liabilities and amount due to directors approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 |
Segment Reporting | Segment reporting ASC Topic 280, “ Segment Reporting |
Recent Accounting Pronouncements | Recent accounting pronouncements FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities Consolidation In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and, if so, to provide related footnote disclosures. ASU 2014-15 provides a definition of the term “substantial doubt” and requires an assessment for a period of one year after the date that the financial statements are issued or available to be issued. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The guidance is effective for the annual periods ending after December 15, 2016 and interim periods thereafter with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Description of Business and O21
Description of Business and Organization (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Variable Interest Entity | The Company, through its subsidiaries and its variable interest entities (“VIEs”), mainly supplies high quality beauty products. Details of the Company’s subsidiaries and associates: Company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. DSwiss Holding Limited Seychelles, May 28, 2015 1 share of ordinary share of US$1 each Investment holding 100% 2. DSwiss (HK) Limited Hong Kong, May 28, 2015 1 share of ordinary share of HK$1 each Supply of beauty products 100% 3. DSwiss Sdn Bhd Malaysia, March 10, 2011 2 shares of ordinary share of RM 1 each Supply of beauty products 100% 4. DSwiss Biotech Sdn Bhd(1) Malaysia, March 17, 2016 250,000 shares of ordinary share of RM 1 each Supply of biotech products 40% 5. DS Asia Co., Ltd(1) Thailand, April 27,2016 20,000 shares of ordinary share of THB 25 each Trading beauty products 49% 6. DSwiss International Trading (Shenzhen) Limited 德瑞絲國際貿易 ( 深圳 ) 有限公司 PRC, June 21, 2016 413,392 shares of ordinary share of RMB 1 each Trading beauty products 100% (1) Based on the contractual arrangements between the Company and other investors, the Company has the power to direct the relevant activities of these entities unilaterally, and hence the Company has control over these entities. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment | Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: Classification Estimated useful lives Computer and software 5 years Furniture and fittings 5 years Office equipment 10 years Motor vehicle 5 years Renovation 5 years |
Schedule of Foreign Currencies Translation | Translation of amounts from RM into US$1, HK$ into US$1, RMB into US$1 and THB into US$1 has been made at the following exchange rates for the respective periods: As of and for the nine months ended September 30 2017 2016 Period-end RM : US$1 exchange rate 4.22 4.46 Period-average RM : US$1 exchange rate 4.26 4.45 Period-end HK$ : US$1 exchange rate 7.81 7.75 Period-average HK$ : US$1 exchange rate 7.81 7.75 Period-end RMB : US$1 exchange rate 6.65 6.36 Period-average RMB : US$1 exchange rate 6.67 6.37 Period-end THB : US$1 exchange rate 33.53 36.44 Period-average THB : US$1 exchange rate 33.38 36.38 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of September 30, 2017 December 31, 2016 Computers and software $ 86,651 $ 81,103 Furniture and fittings $ 3,493 $ 2,797 Office equipment $ 9,519 $ 8,465 Motor vehicles $ 30,362 $ 29,085 Renovation $ 18,083 $ 17,069 Total property and equipment $ 148,108 $ 138,519 Accumulated depreciation $ (87,051 ) $ (63,514 ) Property and equipment, net $ 61,057 $ 75,005 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of September 30, 2017 December 31, 2016 Trademarks $ 11,573 $ 10,542 Amortization $ (1,207 ) $ (687 ) Intangible assets, net $ 10,366 $ 9,855 |
Prepayment and Deposits (Tables
Prepayment and Deposits (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Deposits | As of September 30, 2017 December 31, 2016 Prepayment $ 16,700 $ 16,691 Deposits $ 465 $ 452 Total prepayment and deposits $ 17,165 $ 17,143 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of September 30, 2017 December 31, 2016 Finished goods, at cost $ 54,420 $ 33,582 Total inventories $ 54,420 $ 33,582 |
Other Payables and Accrued Li27
Other Payables and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Payables and Accrued Liabilities | As of September 30, 2017 December 31, 2016 Other payables $ 11,377 $ 18,000 Accrued audit fees $ 8,073 $ 14,300 Accrued other expenses $ 1,085 $ 1,922 Accrued professional fees $ 3,012 $ 5,336 Total other payables and accrued liabilities $ 23,547 $ 39,558 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components Income Loss Before Income Taxes | For the nine months ended September 30 2017 and 2016, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following: Nine Months Ended September 30 2017 2016 Tax jurisdictions from: - Local $ (46,155 ) $ (40,578 ) - Foreign, representing Seychelles $ (1,729 ) $ (1,690 ) Hong Kong $ (66,082 ) $ (148,732 ) Malaysia $ (68,154 ) $ (123,913 ) PRC $ (23,799 ) $ (17,779 ) Thailand $ (455 ) $ (12,226 ) Loss before income tax $ (206,374 ) $ (344,918 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: Nine Months Ended September 30 2017 2016 Current: - Local $ - $ - - Foreign $ - $ - Deferred: $ $ - Local $ - $ - - Foreign $ - $ - Income tax expense $ - $ - |
Concentrations of Risk (Tables)
Concentrations of Risk (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Risk | For the three months ended September 30, 2017, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows: For three months ended September 30 2017 2016 2017 2016 2017 2016 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ 9,852 $ - 23 % - % $ - $ - Customer B $ 7,882 $ - 19 % - % $ - $ - $ 17,734 $ - 43 % - % $ - $ - For nine months ended September 30, 2017 and 2016, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivable balance at period-end are presented as follows: For nine months ended September 30 2017 2016 2017 2016 2017 2016 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ 45,000 $ 14,600 33 % 12 % $ - $ - Customer B $ 35,945 $ - 27 % - % $ - $ - Customer C $ 19,813 $ - 15 % - % $ - $ - $ 100,758 $ 14,600 75 % 12 % $ - $ - (b) Major vendors For three months ended September 30, 2017 and 2016, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows: For three months ended September 30 2017 2016 2017 2016 2017 2016 Purchases Percentage of Purchases Account Payable, Trade Vendor A $ 4,770 $ 9,227 64 % 42 % $ - $ - Vendor B $ 2,671 $ 7,946 36 % 37 % $ - $ - Vendor C $ - $ 4,078 - % 19 % $ - $ - $ 7,441 $ 21,251 100 % 98 % $ - $ - For nine months ended September 30, 2017 and 2016, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows: For nine months ended September 30 2017 2016 2017 2016 2017 2016 Purchases Percentage of Purchases Account Payable, Trade Vendor A $ 29,216 $ 40,736 64 % 55 % $ 6,539 $ - Vendor B $ 14,919 $ 23,650 33 % 32 % $ - $ 744 $ 44,135 $ 64,386 97 % 87 % $ 6,539 $ 744 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of September 30, 2017, the Company has future minimum rental payments of $8,797 for office premises due under a non-cancellable operating lease in the next fifteen months. Period ending December 31: 2017 $ 1,759 2018 $ 7,038 |
Description of Business and O31
Description of Business and Organization (Details Narrative) | Sep. 30, 2017 |
DSwiss Holding Limited Seychelles [Member] | |
Equity ownership interest rate percentage | 100.00% |
DSwiss HK Limited Hong Kong [Member] | |
Equity ownership interest rate percentage | 100.00% |
DSwiss Biotech Sdn, Bhd, Malaysia [Member] | |
Equity ownership interest rate percentage | 40.00% |
DS Asia Co Ltd, Thailand [Member] | |
Equity ownership interest rate percentage | 49.00% |
DSwiss International Trading Shenzhen Limited, China [Member] | |
Equity ownership interest rate percentage | 100.00% |
Description of Business and O32
Description of Business and Organization - Schedule of Variable Interest Entity (Details) | 9 Months Ended | |
Sep. 30, 2017 | ||
DSwiss Holding Limited [Member] | ||
Company name | DSwiss Holding Limited | |
Place and date of incorporation | Seychelles, May 28, 2015 | |
Particulars of issued capital | 1 share of ordinary share of US$1 each | |
Principal activities | Investment holding | |
Proportional of ownership interest and voting power held | 100.00% | |
DSwiss (HK) Limited [Member] | ||
Company name | DSwiss (HK) Limited | |
Place and date of incorporation | Hong Kong, May 28, 2015 | |
Particulars of issued capital | 1 share of ordinary share of HK$1 each | |
Principal activities | Supply of beauty products | |
Proportional of ownership interest and voting power held | 100.00% | |
DSwiss Sdn Bhd [Member] | ||
Company name | DSwiss Sdn Bhd | |
Place and date of incorporation | Malaysia, March 10, 2011 | |
Particulars of issued capital | 2 shares of ordinary share of RM 1 each | |
Principal activities | Supply of beauty products | |
Proportional of ownership interest and voting power held | 100.00% | |
DSwiss Biotech Sdn Bhd [Member] | ||
Company name | DSwiss Biotech Sdn BhdDSwiss Biotech Sdn Bhd | [1] |
Place and date of incorporation | Malaysia, March 17, 2016 | |
Particulars of issued capital | 250,000 shares of ordinary share of RM 1 each | |
Principal activities | Supply of biotech products | |
Proportional of ownership interest and voting power held | 40.00% | |
DS Asia Co., Ltd [Member] | ||
Company name | DS Asia Co., LtdDS Asia Co., Ltd | [1] |
Place and date of incorporation | Thailand, April 27,2016 | |
Particulars of issued capital | 20,000 shares of ordinary share of THB 25 each | |
Principal activities | Trading beauty products | |
Proportional of ownership interest and voting power held | 49.00% | |
DSwiss International Trading (Shenzhen) Limited [Member] | ||
Company name | DSwiss International Trading (Shenzhen) Limited | |
Place and date of incorporation | PRC, June 21, 2016 | |
Particulars of issued capital | 413,392 shares of ordinary share of RMB 1 each | |
Principal activities | Trading beauty products | |
Proportional of ownership interest and voting power held | 100.00% | |
[1] | Based on the contractual arrangements between the Company and other investors, the Company has the power to direct the relevant activities of these entities unilaterally, and hence the Company has control over these entities. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Shipping and handling fees | $ 2,411 | $ 2,736 |
Finite-lived intangible asset, useful life | 5 years | |
Minimum percentage of income tax benefit | greater than 50% |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Computer and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life | 5 years |
Furniture and Fittings [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life | 10 years |
Motor Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life | 5 years |
Renovation [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life | 5 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Foreign Currencies Translation (Details) | Sep. 30, 2017 | Sep. 30, 2016 |
Period-End RM : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.22 | 4.46 |
Period-Average RM : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.26 | 4.45 |
Period-End HK$ : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 7.81 | 7.75 |
Period-Average HK$ : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 7.81 | 7.75 |
Period-End RMB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 6.65 | 6.36 |
Period-Average RMB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 6.67 | 6.37 |
Period-End THB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 33.53 | 36.44 |
Period-Average THB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 33.38 | 36.38 |
VIE Structure and Arrangements
VIE Structure and Arrangements (Details Narrative) | Jun. 27, 2016 |
Management Services Agreement I [Member] | |
Percentage of annual net profit | 100.00% |
Management Services Agreement II [Member] | |
Percentage of annual net profit | 100.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 7,080 | $ 5,481 | $ 21,240 | $ 14,727 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 148,108 | $ 138,519 |
Less: Accumulated depreciation | (87,051) | (63,514) |
Property, plant and equipment, Net | 61,057 | 75,005 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 86,651 | 81,103 |
Furniture and Fittings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 3,493 | 2,797 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 9,519 | 8,465 |
Motor Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 30,362 | 29,085 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 18,083 | $ 17,069 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 159 | $ 171 | $ 234 | $ 497 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 11,573 | $ 10,542 |
Amortization | (1,207) | (687) |
Intangible assets, net | $ 10,366 | $ 9,855 |
Prepayment and Deposits - Sched
Prepayment and Deposits - Schedule of Prepaid Expenses and Deposits (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayment | $ 16,700 | $ 16,691 |
Deposits | 465 | 452 |
Total prepayment and deposits | $ 17,165 | $ 17,143 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods, at cost | $ 54,420 | $ 33,582 |
Total inventories | $ 54,420 | $ 33,582 |
Other Payables and Accrued Li43
Other Payables and Accrued Liabilities - Schedule of Other Payables and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Other payables | $ 11,377 | $ 18,000 |
Accrued audit fees | 8,073 | 14,300 |
Accrued other expenses | 1,085 | 1,922 |
Accrued professional fees | 3,012 | 5,336 |
Total other payables and accrued liabilities | $ 23,547 | $ 39,558 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Additional paid in capital | $ 1,395,426 | $ 757,322 |
Provision of services not exceeding | THB 30 million | |
DSwiss HK Limited Hong Kong [Member] | ||
Percentage of statutory income rate | 16.50% | |
DSwiss Biotech Sdn Bhd [Member] | Minimum [Member] | ||
Percentage of statutory income rate | 20.00% | |
DSwiss Biotech Sdn Bhd [Member] | Maximum [Member] | ||
Percentage of statutory income rate | 25.00% | |
DSwiss International Trading (Shenzhen) Limited [Member] | ||
Percentage of statutory income rate | 25.00% | |
DS Asia Co Ltd, Thailand [Member] | Minimum [Member] | ||
Percentage of statutory income rate | 0.00% | |
DS Asia Co Ltd, Thailand [Member] | Maximum [Member] | ||
Percentage of statutory income rate | 20.00% | |
Additional paid in capital | $ 5,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components Income Loss Before Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Tax jurisdictions from Local | $ (46,155) | $ (40,578) | ||
Loss before income tax | $ (69,219) | $ (147,835) | (206,374) | (344,918) |
Seychelles [Member] | ||||
Tax jurisdictions from Foreign | (1,729) | (1,690) | ||
Hong Kong [Member] | ||||
Tax jurisdictions from Foreign | (66,082) | (148,732) | ||
Malaysia [Member] | ||||
Tax jurisdictions from Foreign | (68,154) | (123,913) | ||
PRC [Member] | ||||
Tax jurisdictions from Foreign | (23,799) | (17,779) | ||
Thailand [Member] | ||||
Tax jurisdictions from Foreign | $ (455) | $ (12,226) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Current: Local | ||||
Current: Foreign | ||||
Deferred: Local | ||||
Deferred: Foreign | ||||
Income tax expense |
Concentrations of Risk (Details
Concentrations of Risk (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Customers [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Vendors [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Concentration of Risk - Schedul
Concentration of Risk - Schedule of Concentration of Risk (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Major Customers [Member] | ||||
Revenues | $ 17,734 | $ 100,758 | $ 14,600 | |
Percentage of revenues | 43.00% | 75.00% | 12.00% | |
Accounts receivable, trade | ||||
Major Customers [Member] | Customer A [Member] | ||||
Revenues | $ 9,852 | $ 45,000 | $ 14,600 | |
Percentage of revenues | 23.00% | 33.00% | 12.00% | |
Accounts receivable, trade | ||||
Major Customers [Member] | Customer B [Member] | ||||
Revenues | $ 7,882 | $ 35,945 | ||
Percentage of revenues | 19.00% | 27.00% | ||
Accounts receivable, trade | ||||
Major Customers [Member] | Customer C [Member] | ||||
Revenues | $ 19,813 | |||
Percentage of revenues | 15.00% | |||
Accounts receivable, trade | ||||
Major Vendors [Member] | ||||
Revenues | $ 7,441 | $ 21,251 | $ 44,135 | $ 64,386 |
Percentage of revenues | 100.00% | 98.00% | 97.00% | 87.00% |
Accounts receivable, trade | $ 6,539 | $ 744 | ||
Major Vendors [Member] | Vendor A [Member] | ||||
Revenues | $ 4,770 | $ 9,227 | $ 29,216 | $ 40,736 |
Percentage of revenues | 64.00% | 42.00% | 64.00% | 55.00% |
Accounts receivable, trade | $ 6,539 | |||
Major Vendors [Member] | Vendor B [Member] | ||||
Revenues | $ 2,671 | $ 7,946 | $ 14,919 | $ 23,650 |
Percentage of revenues | 36.00% | 37.00% | 33.00% | 32.00% |
Accounts receivable, trade | $ 744 | |||
Major Vendors [Member] | Vendor C [Member] | ||||
Revenues | $ 4,078 | |||
Percentage of revenues | 19.00% | |||
Accounts receivable, trade |
Commitments and Contingencies49
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 5,278 | $ 11,747 |
Operating leases, future minimum payments receivable | $ 8,797 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 1,759 |
2,018 | 7,038 |
Operating lease | $ 8,797 |