Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 30, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | DSwiss Inc | ||
Entity Central Index Key | 1,652,561 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 206,904,600 | ||
Trading Symbol | DQWS | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 782,963 | $ 437,202 |
Trade receivables | 2,878 | 7,654 |
Prepayment and deposit | 17,143 | 3,074 |
Income tax receivables | 803 | 838 |
Inventories | 33,582 | 2,060 |
Total current assets | 837,369 | 450,828 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 75,005 | 42,604 |
Intangible assets, net | 9,855 | 2,973 |
Total NON-CURRENT ASSETS | 84,860 | 45,577 |
TOTAL ASSETS | 922,229 | 496,405 |
CURRENT LIABILITIES | ||
Accounts payable | 5,025 | 1,547 |
Other payables and accrued liabilities | 39,558 | 55,971 |
Hire purchase creditor | 3,045 | |
Amounts due to a director | 18,685 | 171 |
Convertible notes payable | 638,400 | |
Total current liabilities | 704,713 | 57,689 |
NON-CURRENT LIABILITIES | ||
Hire purchase creditor | 14,874 | |
Convertible notes payable | 213,500 | |
TOTAL LIABILITIES | 719,587 | 271,189 |
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, 203,940,100 and 203,342,600 shares issued and outstanding as of December 31, 2016 and 2015 respectively | 20,394 | 20,334 |
Additional paid-in capital | 757,322 | 279,296 |
Accumulated other comprehensive losses | (38,420) | (13,221) |
Accumulated deficit | (569,258) | (61,193) |
TOTAL DSWISS, INC. STOCKHOLDERS' EQUITY | 170,038 | 225,216 |
NON-CONTROLLING INTEREST | 32,604 | |
TOTAL STOCKHOLDERS' EQUITY | 202,642 | 225,216 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 922,229 | $ 496,405 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 203,940,100 | 203,342,600 |
Common stock, shares outstanding | 203,940,100 | 203,342,600 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
REVENUE | $ 137,181 | $ 154,965 |
COST OF REVENUE | (64,937) | (83,928) |
GROSS PROFIT | 72,244 | 71,037 |
OTHER INCOME | 13 | 107 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (394,867) | (80,136) |
OPERATING EXPENSES | (170,199) | (102,018) |
OTHER OPERATING EXPENSES | (23,209) | (18,310) |
LOSS BEFORE INCOME TAX | (516,018) | (129,320) |
INCOME TAXES PROVISION | 26 | |
NET LOSS | (516,018) | (129,294) |
Non-Controlling Interest | 7,953 | |
Other comprehensive income/(loss): | ||
- Foreign exchange adjustment gain | (25,199) | (8,102) |
COMPREHENSIVE LOSS | $ (533,264) | $ (137,396) |
Net loss per share- Basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and diluted | 203,457,000 | 64,026,030 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital [Member] | Accumulated Deficit Comprehensive Income/(Loss)[Member] | Accumulated Deficit Surplus/(Deficit) [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 1 | $ (5,119) | $ 68,101 | $ 62,983 | ||
Balance, shares at Dec. 31, 2014 | 2 | |||||
Elimination | $ (1) | (1) | ||||
Elimination, shares | (2) | |||||
Shares issued for founder's shares | $ 5 | 5 | ||||
Shares issued for founder's shares, shares | 50,000 | |||||
Acquisition of transactions under common control - DSwiss Holding Limited and DSwiss (HK) Limited | (86) | (86) | ||||
Shares issued for acquisition of DSwiss Holding Limited | $ 5 | (4) | 1 | |||
Shares issued for acquisition of DSwiss Holding Limited, shares | 50,000 | |||||
Issuance of share capital - additional founders' shares | $ 20,000 | 20,000 | ||||
Issuance of share capital - additional founders' shares, shares | 200,000,000 | |||||
Issuance of shares for working capital | $ 45 | 405 | 450 | |||
Issuance of shares for working capital, shares | 450,000 | |||||
Shares issued in private placement completed on September 15, 2015 at $0.10 per share | $ 279 | 278,981 | 279,260 | |||
Shares issued in private placement completed on September 15, 2015 at $0.10 per share | 2,792,600 | |||||
Foreign currency translation adjustment | (8,102) | (8,102) | ||||
Net loss for the year | ||||||
Net loss | (129,294) | (129,294) | ||||
Balance at Dec. 31, 2015 | $ 20,334 | 279,296 | (13,221) | (61,193) | 225,216 | |
Balance, shares at Dec. 31, 2015 | 203,342,600 | |||||
Foreign currency translation adjustment | (25,199) | (25,199) | ||||
Paid in capital at $0.80 per share | $ 60 | 477,940 | 478,000 | |||
Paid in capital at $0.80 per share, shares | 597,500 | |||||
Net loss for the year | (508,065) | (508,065) | ||||
Reinstate additional paid up | 86 | 86 | ||||
Net loss for the year | (7,953) | (7,953) | ||||
Acquisition of subsidiaries | 40,557 | 40,557 | ||||
Net loss | (516,018) | |||||
Balance at Dec. 31, 2016 | $ 20,394 | $ 757,322 | $ (38,420) | $ (569,258) | $ 32,604 | $ 170,038 |
Balance, shares at Dec. 31, 2016 | 203,940,100 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | Sep. 15, 2015$ / shares |
Private Placement [Member] | |
Price per shares | $ 0.10 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (516,018) | $ (129,294) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,804 | 18,647 |
- Amortization for intangible assets | 687 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,692 | (7,650) |
Accounts payable | (3,214) | 442 |
Inventories | (32,172) | 13,403 |
Other payables and accrued liabilities | (15,404) | 7,953 |
Prepayment and deposits | (16,671) | (1,165) |
Cash used in operating activities | (550,296) | (97,664) |
Taxation refund | 555 | |
Taxation paid | (924) | |
Net cash used in operating activities | (550,296) | (98,033) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (54,966) | (4,371) |
Intangible assets | (7,620) | (3,441) |
Net cash used in investing activities | (62,586) | (7,812) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advance from directors | 18,922 | 171 |
Proceed from issuance of common stock | 478,000 | 299,630 |
Proceeds from hire purchase finance | 17,919 | |
Proceeds from non-controlling interest | 41,268 | |
Proceeds from issuance of convertible notes payable | 424,900 | 213,500 |
Net cash provided by financing activities | 981,009 | 513,301 |
Effect of exchange rate changes on cash and cash equivalent | (22,366) | (3,959) |
Net change in cash and cash equivalents | 345,761 | 403,497 |
Cash and cash equivalents, beginning of year | 437,202 | 33,705 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 782,963 | 437,202 |
SUPPLEMENTAL CASH FLOWS INFORMATION | ||
Income taxes paid | ||
Interest paid |
Organization and Business Backg
Organization and Business Background | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Business Background | 1. ORGANIZATION AND BUSINESS BACKGROUND DSwiss, Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 28, 2015. DSwiss, Inc. operates through its wholly owned subsidiary, DSwiss Holding Limited, a Company organized under the laws of Seychelles. The principal activity of the Company and its subsidiaries is to supply high-quality health and beauty products, including beverages to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body. 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 subsequent 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, June 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 199,886 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. Business Overview DSwiss is a premier biotech-nutraceutical company, supplying high-quality health and beauty products, including beverages to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body. Since our establishment, our growth has been tremendous in Malaysia. From a mere selection of two (2) products, the company had expanded to eight (8) products by 2014. With the strong leadership of our company’s Chief Executive Officer; Vincent Leong, our products are now consumed around the world, such Malaysia, Singapore, Indonesia, Hong Kong, Macau and China. To date, we had expanded across ASEAN regions through the support of our distributors and determined to expand our geographical presence to markets that we have yet to explore. At DSwiss, research and development is an ongoing effort whose purpose is to ensure our products on the forefront of quality and effectiveness. Equipped with state of the art machinery, our innovative research and development team are constantly exploring on new development and product lines that will enable us to provide the highest quality standard and remain competitive in the industry. DSwiss’s products are certified and approved by the Ministry of Health (“MOH”) Malaysia. Due to the stringent requirements from MOH Malaysia, we strive to upkeep the highest possible standard in our products to provide assurance and as a prove of our continuing commitment to providing quality products. We recognize the growing trend of social media and because of that, the management had decided to place a higher priority in social media for our marketing strategy. Coupled with the extensive networks we had built since our inception the nature of our job has become easier and efficient to reach out to our clients. But, perhaps the most imperative to our success is the ability to connect with our customers and receive their feedback directly. From the feedback we received, we are able to understand better of our customer’s demand and make further improvements. As a result, our customers’ base has been growing exponentially and resulted in a robust brand image of our company. Moving forward, we plan to form certain alliances and business partnerships with few selected local companies from various countries. We strongly believe a healthy business relationship is vital for one’s business expansion, and more importantly; growth. While DSwiss has always been focused on pursuing operations within ASEAN, we certainly hope to expand our brand and become a household name across the world in the future. DSwiss, Inc. and its subsidiaries are hereinafter referred to as the “Company”. |
Going Concern Uncertainties
Going Concern Uncertainties | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainties | 2. GOING CONCERN UNCERTAINTIES The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2016, the Company suffered an accumulated deficit of $569,258 and continuously incurred a net operating loss of $516,018 for year ended December 31, 2016. The continuation of the Company as a going concern through December 31, 2017 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These 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 in the Company not being able to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). 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 In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates. 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. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, 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 Singapore, Thailand, Indonesia, Vietnam, Cambodia, Myanmar, Hong Kong, China, and Malaysia, which are amortized on a straight-line basis over a useful life of ten 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 were no impairment losses recorded on intangible assets for the year ended December 31, 2016. 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. Revenue recognition In accordance with ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. Revenue from trading of retail goods 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 sale return for the period reported. The Company derives its revenue from direct sales to individuals and online sales business. Generally, the Company recognizes revenue when products are sold and accepted by the customers and there are no continuing obligations to the customer. 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. 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. Income taxes The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 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 much of its businesses activities in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. Net loss per share The Company calculates net 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$. In addition, the Company’s subsidiaries and VIEs in Malaysia, Hong Kong, China and Thailand maintains their books and record in their local currency, Ringgits Malaysia (“RM”), Hong Kong Dollars (“HK$”), 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 year ended December 31, 2016 2015 Period-end RM : US$1 exchange rate 4.49 4.29 Period-average RM : US$1 exchange rate 4.39 3.89 Period-end HK$ : US$1 exchange rate 7.75 7.75 Period-average HK$ : US$1 exchange rate 7.75 7.75 Period-end RMB : US$1 exchange rate 6.94 6.49 Period-average RMB : US$1 exchange rate 6.71 6.31 Period-end THB : US$1 exchange rate 35.82 36.03 Period-average THB : US$1 exchange rate 35.91 34.52 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair value of financial instruments: The carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities 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: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations, as follow: 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 of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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 | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Vie Structure and Arrangements | 4. 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. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders’ Equity | 5. STOCKHOLDERS’ EQUITY On September 8, 2015, the Company issued a total of 200,000,000 shares of restricted common stock to two additional founders, Mr. Leong Ming Chia and Greenpro Venture Capital Limited, with a par value of $0.0001 per share for an additional working capital of $20,000. On September 10, 2015, the Company further issued a total of 450,000 shares of restricted common stock to Mr. Chua Lee Yee, Mr. Cheng Zhee Long and Ms. Ng Siew Yen, with a par value of $0.0001 per share for an additional working capital of $450. On September 15, 2015, the Company consummated the sale to fifty-five shareholders of the Company, of an aggregate of 2,792,600 shares of its common stocks with par value of $0.0001, at a price of $0.1 per share, or $279,260 in the aggregate, pursuant to certain subscription agreements. As of September 30, 2015, there are 203,342,600 shares of common stock issued and outstanding. There were no stock options, warrants or other potentially dilutive securities outstanding as of September 30, 2015. On March 17, 2016, we have invested in DSwiss Biotech Sdn Bhd, a Company incorporated in Malaysia, and owned 40% equity interest with non-controlling interest of $33,437. On April 27, 2016, we have invested in DS Asia Co., Ltd, incorporated in Thailand, and owned 49% equity interest with non-controlling interest of $7,120. 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. For the year ended December 31, 2016, the Company issued an aggregate of 597,500 shares of its common stock at $0.8 per share, for aggregate gross proceeds of $478,000 for initial public offering. As of December 31, 2016, and 2015, the Company had a total of 203,940,100 and 203,342,600 shares of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT As of December 31, As of December 31, 2016 2015 Computers and software $ 81,103 $ 79,266 Furniture and fittings 2,797 2,110 Office equipment 8,465 7,142 Motor vehicle 29,085 - Renovation 17,069 - Total property and equipment $ 138,519 $ 88,518 Accumulated depreciation (63,514 ) (45,914 ) Property and equipment, net $ 75,005 $ 42,604 Depreciation expense for the year ended December 31, 2016 and December 31,2015 were $19,563 and $18,305, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. INTANGIBLE ASSETS As of December 31, As of December 31, 2016 2015 Trademarks $ 10,542 $ 3,315 Amortization (687 ) (342 ) Intangible assets, net $ 9,855 $ 2,973 Amortization for the year ended December 31, 2016 and December 31, 2015 were $687 and $342, respectively. |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Deposits | 8. PREPAID EXPENSES AND DEPOSITS As of December 31, As of December 31, 2016 2015 Prepaid expenses $ 16,691 $ 2,650 Deposits 452 424 Total prepaid expenses and deposits $ 17,143 $ 3,074 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 9. INVENTORIES As of December 31, As of December 31, 2016 2015 Finished goods, at cost $ 33,582 $ 2,060 Total inventories $ 33,582 $ 2,060 |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Other Payables and Accrued Liabilities | 10. OTHER PAYABLES AND ACCRUED LIABILITIES As of December 31, As of December 31, 2016 2015 Other payables $ 18,000 $ 38,372 Accrued audit fees 14,300 13,800 Accrued other expenses 1,922 876 Accrued professional fees 5,336 2,923 Total payables and accrued liabilities $ 39,558 $ 55,971 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 11. CONVERTIBLE NOTES PAYABLE For the year ended December 31, 2016, the Company issued a number of convertible promissory notes (collectively the “Convertible Notes”) in an aggregated principal of $396,900 to accredited investors who reside in Malaysia, China, Hong Kong, Singapore and Taiwan. The notes are convertible into shares of the Company’s common stock at a conversion price ranged from $0.2 to $0.4 per share at the note holders’ sole and exclusive option. The Convertible Notes bear no interest with a maturity of two years. Presently, there is no public market for the common shares. There has been no trading in the Company’s securities, and there has been no bid or ask prices quoted. We cannot assure you that there will be a market for our common stock in the future. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES For the year ended December 31, 2016 and year ended December 31, 2015, the local (United States) and foreign components of loss before income taxes were comprised of the following: For the year ended December 31, 2016 For the year ended December 31, 2015 Tax jurisdictions from: - Local $ (117,244 ) $ (66,453 ) - Foreign, representing Seychelles (1,690 ) (2,110 ) Hong Kong (180,041 ) 5,793 Malaysia (163,154 ) (58,110 ) PRC (39,701 ) - Thailand (14,188 ) (66,550 ) Loss before income tax $ (516,018 ) $ (187,430 ) The provision for income taxes consisted of the following: For the year ended December 31, 2016 For the year ended December 31, 2015 Current: - Local $ - $ - - Foreign (Malaysia) (26 ) 26 Deferred: - Local - - - Foreign - - Income tax expense $ (26 ) $ 26 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 and its subsidiary 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 DSwiss, Inc. is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2016, the operations in the United States of America incurred $117,244 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2035, if unutilized. The tax valuation allowance for December 31, 2016 and 2015 is $41,035 and $66,453 for 2016 and 2015, respectively. 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. A company is subject to Seychelles income tax if it does business in Seychelles. A company that incorporated in Seychelles, but does not do business in Seychelles, is not subject to income tax there. DSwiss Holding Limited did not do business in Seychelles for the year ended December 31, 2016, and it does not intend to do business in Seychelles in the future. For the year ended December 31, 2016 and period ended December 31, 2015, DSwiss Holding Limited had a net operating loss of $1,690 and $2,110 respectively. Hong Kong DSwiss (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income. For the year ended December 31, 2016, DSwiss (HK) Limited incurred an operating loss of $180,041 for income tax purposes which can be carried forward to offset future taxable income at no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $29,707 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Malaysia DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd are subject to Malaysia Corporate Tax at a progressive income tax rate range from 20% to 25% on its assessable income for its tax year. For the years ended December 31, 2016, DSwiss Sdn Bhd and and DSwiss Biotech Sdn Bhd incurred an aggregated operating loss of $163,154 which can be carried forward indefinitely to offset its taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $139,290 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The 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%. For the years ended December 31, 2016, incurred a net operating loss of $39,701 which can be carried forward indefinitely to offset its taxable income. The net operating loss carryforwards begin to expire in 2021, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $29,915 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. 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%. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2016 and 2015: For the year ended December 31, 2016 For the year ended December 31, 2015 Deferred tax assets: Net operating loss carryforwards United States of America $ 41,035 $ 66,453 Hong Kong 180,041 - Malaysia 139,290 39,460 PRC 29,915 - Thailand 14,188 66,550 $ 404,469 $ 172,463 Less: valuation allowance (404,469 ) (172,463 ) Deferred tax asset - - Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $172,463 as of December 31, 2015. During the year ended December 31, 2015, the valuation allowance increased by $232,006, primarily relating to net operating loss carryforwards from the various tax regime. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 12. CONCENTRATIONS OF RISKS (a) Major customers For the year ended December 31, 2016, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at year-end are presented as follows: For the year ended December 31, 2016 As of December 31, 2016 Revenue Percentage of revenue Accounts receivable Customer A $ 18,038 13 % $ - Total: $ 18,038 13 % $ - For the year ended December 31, 2015, the customer represented more than 10% of the Company’s revenues are mostly from Malaysia and Indonesia accounted for 96% of the Company’s revenues amounting to $7,654, with $0 of accounts receivable. (b) Major vendors For the year ended December 31, 2016, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at year-end are presented as follows: For the year ended December 31, 2016 As of December 31, 2016 Purchases Percentage of purchases Accounts payable Vendor A $ 37,554 42 % $ - Vendor B 21,803 24 % - Vendor C 14,650 16 % - Total: $ 74,007 82 % $ - For the year ended December 31, 2015, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at year end are presented as follows: For the year ended December 31, 2015 As of December 31, 2015 Purchases Percentage of purchases Accounts payable Vendor A $ 24,144 29 % $ 1,547 Vendor B 20,118 24 % - Vendor C 10,052 12 % - Total: $ 54,314 65 % $ 1,547 (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HK$ converted to 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 | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES For the year ended December 31, 2016 and 2015, 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 Company’s subsidiary leases an office premise in the PRC and will expire in May 2017. The rent expense for the year ended December 31, 2016 and December 31, 2015 were $17,875 and $4,192 respectively. As of December 31, 2016, the Company has future minimum rental payments of $12,530 for office premises due under a non-cancellable operating lease in the next twelve months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On March 1, 2017, all outstanding convertible promissory notes (collectively the “Convertible Notes”) holders (85 notes holders) converted a total of $638,400 in principal into 2,964,500 shares of common stock. The conversion price is ranged from $0.1 to $0.4 per share. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
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 In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
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. |
Property and Equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, 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 Singapore, Thailand, Indonesia, Vietnam, Cambodia, Myanmar, Hong Kong, China, and Malaysia, which are amortized on a straight-line basis over a useful life of ten 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 were no impairment losses recorded on intangible assets for the year ended December 31, 2016. |
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. |
Revenue Recognition | Revenue recognition In accordance with ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. Revenue from trading of retail goods 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 sale return for the period reported. The Company derives its revenue from direct sales to individuals and online sales business. Generally, the Company recognizes revenue when products are sold and accepted by the customers and there are no continuing obligations to the customer. |
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. |
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. |
Income Taxes | Income taxes The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 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 much of its businesses activities in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. |
Net Loss Per Share | Net loss per share The Company calculates net 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$. In addition, the Company’s subsidiaries and VIEs in Malaysia, Hong Kong, China and Thailand maintains their books and record in their local currency, Ringgits Malaysia (“RM”), Hong Kong Dollars (“HK$”), 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 year ended December 31, 2016 2015 Period-end RM : US$1 exchange rate 4.49 4.29 Period-average RM : US$1 exchange rate 4.39 3.89 Period-end HK$ : US$1 exchange rate 7.75 7.75 Period-average HK$ : US$1 exchange rate 7.75 7.75 Period-end RMB : US$1 exchange rate 6.94 6.49 Period-average RMB : US$1 exchange rate 6.71 6.31 Period-end THB : US$1 exchange rate 35.82 36.03 Period-average THB : US$1 exchange rate 35.91 34.52 |
Related Parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Fair Value of Financial Instruments | Fair value of financial instruments: The carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities 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: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Recent Accounting Pronouncements | Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations, as follow: 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 of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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. |
Organization and Business Bac24
Organization and Business Background (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, June 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 199,886 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 Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, 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 |
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 year ended December 31, 2016 2015 Period-end RM : US$1 exchange rate 4.49 4.29 Period-average RM : US$1 exchange rate 4.39 3.89 Period-end HK$ : US$1 exchange rate 7.75 7.75 Period-average HK$ : US$1 exchange rate 7.75 7.75 Period-end RMB : US$1 exchange rate 6.94 6.49 Period-average RMB : US$1 exchange rate 6.71 6.31 Period-end THB : US$1 exchange rate 35.82 36.03 Period-average THB : US$1 exchange rate 35.91 34.52 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | As of December 31, As of December 31, 2016 2015 Computers and software $ 81,103 $ 79,266 Furniture and fittings 2,797 2,110 Office equipment 8,465 7,142 Motor vehicle 29,085 - Renovation 17,069 - Total property and equipment $ 138,519 $ 88,518 Accumulated depreciation (63,514 ) (45,914 ) Property and equipment, net $ 75,005 $ 42,604 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | 2016 2015 Trademarks $ 3,357 $ 3,315 Amortization (839 ) (342 ) Intangible assets, net $ 2,518 $ 2,973 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Deposits | As of December 31, As of December 31, 2016 2015 Prepaid expenses $ 16,691 $ 2,650 Deposits 452 424 Total prepaid expenses and deposits $ 17,143 $ 3,074 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 31, As of December 31, 2016 2015 Finished goods, at cost $ 33,582 $ 2,060 Total inventories $ 33,582 $ 2,060 |
Other Payables and Accrued Li30
Other Payables and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Other Payables and Accrued Liabilities | As of December 31, As of December 31, 2016 2015 Other payables $ 18,000 $ 38,372 Accrued audit fees 14,300 13,800 Accrued other expenses 1,922 876 Accrued professional fees 5,336 2,923 Total payables and accrued liabilities $ 39,558 $ 55,971 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components Income Loss Before Income Taxes | For the year ended December 31, 2016 and year ended December 31, 2015, the local (United States) and foreign components of loss before income taxes were comprised of the following: For the year ended December 31, 2016 For the year ended December 31, 2015 Tax jurisdictions from: - Local $ (117,244 ) $ (66,453 ) - Foreign, representing Seychelles (1,690 ) (2,110 ) Hong Kong (180,041 ) 5,793 Malaysia (163,154 ) (58,110 ) PRC (39,701 ) - Thailand (14,188 ) (66,550 ) Loss before income tax $ (516,018 ) $ (187,430 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: For the year ended December 31, 2016 For the year ended December 31, 2015 Current: - Local $ - $ - - Foreign (Malaysia) (26 ) 26 Deferred: - Local - - - Foreign - - Income tax expense $ (26 ) $ 26 |
Schedule of Deferred Tax Assets | The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2016 and 2015: For the year ended December 31, 2016 For the year ended December 31, 2015 Deferred tax assets: Net operating loss carryforwards United States of America $ 41,035 $ 66,453 Hong Kong 180,041 - Malaysia 139,290 39,460 PRC 29,915 - Thailand 14,188 66,550 $ 404,469 $ 172,463 Less: valuation allowance (404,469 ) (172,463 ) Deferred tax asset - - |
Concentrations of Risk (Tables)
Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Risk | (a) Major customers For the year ended December 31, 2016, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at year-end are presented as follows: For the year ended December 31, 2016 As of December 31, 2016 Revenue Percentage of revenue Accounts receivable Customer A $ 18,038 13 % $ - Total: $ 18,038 13 % $ - (b) Major vendors For the year ended December 31, 2016, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at year-end are presented as follows: For the year ended December 31, 2016 As of December 31, 2016 Purchases Percentage of purchases Accounts payable Vendor A $ 37,554 42 % $ - Vendor B 21,803 24 % - Vendor C 14,650 16 % - Total: $ 74,007 82 % $ - For the year ended December 31, 2015, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at year end are presented as follows: For the year ended December 31, 2015 As of December 31, 2015 Purchases Percentage of purchases Accounts payable Vendor A $ 24,144 29 % $ 1,547 Vendor B 20,118 24 % - Vendor C 10,052 12 % - Total: $ 54,314 65 % $ 1,547 |
Organization and Business Bac33
Organization and Business Background (Details Narrative) | Dec. 31, 2016 |
D Swiss 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% |
Organization and Business Bac34
Organization and Business Background - Schedule of Variable Interest Entity (Details) | 12 Months Ended | |
Dec. 31, 2016 | ||
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$1 each | |
Principal activities | Supply of beauty products | |
Proportional of ownership interest and voting power held | 100.00% | |
DSwiss Sdn Bhd [Member] | ||
Company name | DSwiss Sdn Bhd | |
Place and date of incorporation | Malaysia, June 10, 2011 | |
Particulars of issued capital | 2 shares of ordinary share of RM 1 each | |
Principal activities | Supply of beauty products | |
Proportional of ownership interest and voting power held | 100.00% | |
DSwiss Biotech Sdn Bhd [Member] | ||
Company name | DSwiss Biotech Sdn BhdDSwiss Biotech Sdn Bhd(1) | [1] |
Place and date of incorporation | Malaysia, March 17, 2016 | |
Particulars of issued capital | 250,000 shares of ordinary share of RM 1 each | |
Principal activities | Supply of biotech products | |
Proportional of ownership interest and voting power held | 40.00% | |
DS Asia Co., Ltd [Member] | ||
Company name | DS Asia Co., LtdDS Asia Co., Ltd(1) | [1] |
Place and date of incorporation | Thailand, April 27,2016 | |
Particulars of issued capital | 20,000 shares of ordinary share of THB 25 each | |
Principal activities | Trading Beauty products | |
Proportional of ownership interest and voting power held | 49.00% | |
DSwiss International Trading (Shenzhen) Limited [Member] | ||
Company name | DSwiss International Trading (Shenzhen) Limited | |
Place and date of incorporation | PRC, June 21, 2016 | |
Particulars of issued capital | 199,886 shares of ordinary share of RMB 1 each | |
Principal activities | Trading Beauty products | |
Proportional of ownership interest and voting power held | 100.00% | |
[1] | Based on the contractual arrangements between the Company and other investors, the Company has the power to direct the relevant activities of these entities unilaterally, and hence the Company has control over these entities. |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 569,258 | $ 61,193 |
Net operating loss | $ 516,018 | $ 129,294 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Finite-lived intangible asset, useful life | 10 years |
Minimum percentage of income tax benefit | greater than 50% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
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 Accoun38
Summary of Significant Accounting Policies - Schedule of Foreign Currencies Translation (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Period-End RM : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.49 | 4.29 |
Period-Average RM : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.39 | 3.89 |
Period - End HK$ : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 7.75 | 7.75 |
Period-Average HK$ : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 7.75 | 7.75 |
Period-End RMB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 6.94 | 6.49 |
Period-Average RMB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 6.71 | 6.31 |
Period-End THB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 35.82 | 36.03 |
Period-Average THB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 35.91 | 34.52 |
Vie Structure and Arrangements
Vie Structure and Arrangements (Details Narrative) | Jun. 27, 2016 |
Management Services Agreement I [Member] | |
Percentage of annual net profit | 100.00% |
Management Services Agreement II [Member] | |
Percentage of annual net profit | 100.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 15, 2015 | Sep. 10, 2015 | Sep. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 27, 2016 | Mar. 17, 2016 | Sep. 30, 2015 |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Stock issued during period, value, new issues | $ 20,000 | |||||||
Price per share | $ 0.80 | |||||||
Common stock issued | 203,940,100 | 203,342,600 | 203,342,600 | |||||
Common stock outstanding | 203,940,100 | 203,342,600 | 203,342,600 | |||||
Non-controlling interest | $ 32,604 | |||||||
Preferred stock, shares issued | ||||||||
Preferred stock, shares outstanding | ||||||||
DSwiss Biotech Sdn Bhd [Member] | Malaysia [Member] | ||||||||
Equity interest percentage | 40.00% | |||||||
Non-controlling interest | $ 33,437 | |||||||
Asia Co., Ltd [Member] | Thailand [Member] | ||||||||
Equity interest percentage | 49.00% | |||||||
Non-controlling interest | $ 7,120 | |||||||
Fifty Five Shareholders [Member] | Subscription Agreements [Member] | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Stock issued during period, value, new issues | $ 279,260 | |||||||
Stock issued during period, shares, new issues | 2,792,600 | |||||||
Price per share | $ 0.1 | |||||||
Restricted Stock [Member] | Mr. Leong Ming Chia and Greenpro [Member] | ||||||||
Stock issued during period, shares, restricted stock award, gross | 200,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Stock issued during period, value, restricted stock award, gross | $ 20,000 | |||||||
Restricted Stock [Member] | Mr. Chua Lee Yee, Mr. Cheng Zhee Long and Ms. Ng Siew Yen[Member] | ||||||||
Stock issued during period, shares, restricted stock award, gross | 450,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Stock issued during period, value, restricted stock award, gross | $ 450 | |||||||
Initial Public Offering [Member] | ||||||||
Stock issued during period, value, new issues | $ 478,000 | |||||||
Stock issued during period, shares, new issues | 597,500 | |||||||
Price per share | $ 0.8 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 19,563 | $ 18,305 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 138,519 | $ 88,518 |
Less: Accumulated depreciation | (63,514) | (45,914) |
Property, plant and equipment, Net | 75,005 | 42,604 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 81,103 | 79,266 |
Furniture And Fittings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 2,797 | 2,110 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 8,465 | 7,142 |
Motor vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 29,085 | |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 17,069 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 687 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 10,542 | $ 3,315 |
Amortization | (687) | (342) |
Intangible assets, net | $ 9,855 | $ 2,973 |
Prepaid Expenses and Deposits -
Prepaid Expenses and Deposits - Schedule of Prepaid Expenses and Deposits (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 16,691 | $ 2,650 |
Deposits | 452 | 424 |
Total prepaid expenses and deposits | $ 17,143 | $ 3,074 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods, at cost | $ 33,582 | $ 2,060 |
Total inventories | $ 33,582 | $ 2,060 |
Other Payables and Accrued Li47
Other Payables and Accrued Liabilities - Schedule of Other Payables and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Other payables | $ 18,000 | $ 38,372 |
Accrued audit fees | 14,300 | 13,800 |
Accrued other expenses | 1,922 | 876 |
Accrued professional fees | 5,336 | 2,923 |
Total payables and accrued liabilities | $ 39,558 | $ 55,971 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from convertible debt | $ 424,900 | $ 213,500 |
Debt maturity term | 2 years | |
Convertible Notes [Member] | Minimum [Member] | ||
Conversion price per share | $ 0.2 | |
Convertible Notes [Member] | Maximum [Member] | ||
Conversion price per share | $ 0.4 | |
Accredited Investors [Member] | ||
Proceeds from convertible debt | $ 396,900 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating loss carryforwards, expire | 2,035 | |
Valuation allowance | $ 41,035 | $ 66,453 |
Deferred tax assets, valuation allowance | (404,469) | (172,463) |
Additional paid in capital | 757,322 | 279,296 |
D Swiss Holding Limited Seychelles [Member] | ||
Net operating loss | 1,690 | 2,110 |
DSwiss HK Limited Hong Kong [Member] | ||
Net operating loss | $ 180,041 | |
Percentage of statutory income rate | 16.50% | |
Deferred tax assets, valuation allowance | $ 29,707 | |
DSwiss Biotech Sdn, Bhd, Malaysia [Member] | ||
Net operating loss | 163,154 | |
Deferred tax assets, valuation allowance | $ 139,290 | |
DSwiss Biotech Sdn, Bhd, Malaysia [Member] | Minimum [Member] | ||
Percentage of statutory income rate | 20.00% | |
DSwiss Biotech Sdn, Bhd, Malaysia [Member] | Maximum [Member] | ||
Percentage of statutory income rate | 25.00% | |
DSwiss International Trading (Shenzhen) Limited [Member] | ||
Net operating loss | $ 39,701 | |
Net operating loss carryforwards, expire | 2,021 | |
Valuation allowance | 232,006 | |
Percentage of statutory income rate | 25.00% | |
Deferred tax assets, valuation allowance | $ 29,915 | $ 172,463 |
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 | |
Cost of goods sold and services | 30,000,000 | |
United States of America [Member] | ||
Net operating loss | $ 117,244 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components Income Loss Before income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Tax jurisdictions from Local | $ (117,244) | $ (66,453) |
Loss before income tax | (516,018) | (129,320) |
Seychelles [Member] | ||
Tax jurisdictions from Foreign | (1,690) | (2,110) |
Hong Kong [Member] | ||
Tax jurisdictions from Foreign | (180,041) | 5,793 |
Malaysia [Member] | ||
Tax jurisdictions from Foreign | (163,154) | (58,110) |
PRC [Member] | ||
Tax jurisdictions from Foreign | (39,701) | |
Thailand [Member] | ||
Tax jurisdictions from Foreign | $ (14,188) | $ (66,550) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Current: Local | ||
Current: Foreign (Malayasia) | (26) | 26 |
Deferred: Local | ||
Deferred: Foreign | ||
Income tax expense | $ (26) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Net operating loss carryforwards | $ 404,469 | $ 172,463 |
Less: valuation allowance | (404,469) | (172,463) |
Deferred tax asset | ||
United States of America [Member] | ||
Net operating loss carryforwards | 41,035 | 66,453 |
Hong Kong [Member] | ||
Net operating loss carryforwards | 180,041 | |
Malaysia [Member] | ||
Net operating loss carryforwards | 139,290 | 39,460 |
PRC [Member] | ||
Net operating loss carryforwards | 29,915 | |
Thailand [Member] | ||
Net operating loss carryforwards | $ 14,188 | $ 66,550 |
Concentrations of Risk (Details
Concentrations of Risk (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Percentage of revenues | 10.00% | 10.00% |
Accounts receivable | $ 7,654 | $ 0 |
Malaysia and Indonesia [Member] | ||
Percentage of revenues | 96.00% | |
Vendor [Member] | ||
Percentage of revenues | 10.00% | 10.00% |
Concentration of Risk - Schedul
Concentration of Risk - Schedule of Concentration of Risk (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Percentage of revenues | 10.00% | 10.00% |
Major Customers [Member] | ||
Revenues | $ 18,038 | |
Percentage of revenues | 13.00% | |
Accounts receivable, trade | ||
Major Customers [Member] | Customer A [Member] | ||
Revenues | $ 18,038 | |
Percentage of revenues | 13.00% | |
Accounts receivable, trade | ||
Major Vendors [Member] | ||
Revenues | $ 740,007 | $ 54,314 |
Percentage of revenues | 82.00% | 65.00% |
Accounts receivable, trade | $ 1,547 | |
Major Vendors [Member] | Vendor A [Member] | ||
Revenues | $ 37,554 | $ 24,144 |
Percentage of revenues | 42.00% | 29.00% |
Accounts receivable, trade | $ 1,547 | |
Major Vendors [Member] | Vendor B [Member] | ||
Revenues | $ 21,803 | $ 20,118 |
Percentage of revenues | 24.00% | 24.00% |
Accounts receivable, trade | ||
Major Vendors [Member] | Vendor C [Member] | ||
Revenues | $ 14,650 | $ 10,052 |
Percentage of revenues | 16.00% | 12.00% |
Accounts receivable, trade |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 17,875 | $ 4,192 |
Lease expiration date | May 31, 2017 | |
Operating leases, future minimum payments receivable | $ 12,530 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - 85 notes holders [Member] | Mar. 01, 2017$ / shares |
Minimum [Member] | |
Conversion price | $ 0.1 |
Maximum [Member] | |
Conversion price | $ 0.4 |