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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended June 30, 2023

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________to _______________

 

Commission File Number 333-208083

 

DSwiss, Inc.

(Exact name of registrant issuer as specified in its charter)

 

Nevada   47-4215595
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

Unit 18-11, 18-12 & 18-01, Tower A, Vertical Business Suite,

Avenue 3, Bangsar South, No.8 Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (603) 2770-4032

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock   DQWS   The OTC Market – Pink Sheets

 

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

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO ☒

 

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

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒

Emerging growth company ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at June 30, 2023
Common Stock, $.0001 par value   206,904,585

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
  Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 F-2
  Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months and Six Months Ended June 30, 2023 and 2022 F-3
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2023 F-4
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 F-5
  Notes to the Condensed Consolidated Financial Statements F-6 - F-18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2-4
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 5
ITEM 4. CONTROLS AND PROCEDURES 5
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 6
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 6
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 6
ITEM 4 MINE SAFETY DISCLOSURES 6
ITEM 5 OTHER INFORMATION 6
ITEM 6 EXHIBITS 6
SIGNATURES 7

 

1

 

 

DSWISS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Condensed Consolidated Financial Statements  
   
Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months and Six Months Ended June 30, 2023 and 2022 F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2023 F-4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 F-5
Notes to the Condensed Consolidated Financial Statements F-6 - F-18

 

F-1

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Unaudited condensed consolidated financial statements:

 

DSWISS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2023 and December 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   June 30, 2023   December 31, 2022 
   Unaudited   Audited 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $113,543   $214,269 
Accounts receivable   87,081    17,492 
Other receivables, prepaid expenses and deposit   19,330    21,749 
Tax recoverable   705    745 
Inventories   4,378    7,483 
Total Current Assets   225,037    261,738 
           
NON-CURRENT ASSETS          
Plant and equipment, net   54,472    72,179 
Intangible assets, net   2,932    3,459 
Operating lease right -of-use, net   21,354    44,548 
Total Non-Current Assets   78,758    120,186 
           
TOTAL ASSETS  $303,795   $381,924 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable  $48,092   $29,539 
Other payables and accrued liabilities   137,495    154,710 
Finance lease liability   7,895    16,515 
Operating lease liability   21,354    44,548 
Total Current Liabilities   214,836    245,312 
           
NON- CURRENT LIABILITIES          
Finance lease liability   36,381    38,461 
Total non-current liabilities   36,381    38,461 
           
TOTAL LIABILITIES  $251,217   $283,773 
           
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, 206,904,585 shares issued and outstanding as of June 30, 2023 and December 31, 2022 respectively  $20,690   $20,690 
Additional paid-in capital   1,395,426    1,395,426 
Accumulated other comprehensive income/(loss)   26,006    (5,846)
Accumulated deficit   (1,389,544)   (1,324,002)
           
TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY  $52,578   $86,268 
NON-CONTROLLING INTEREST   -    11,883 
TOTAL STOCKHOLDERS’ EQUITY   52,578    98,151 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $303,795   $381,924 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   2023   2022   2023   2022 
   Three months ended June 30   Six months ended June 30 
   2023   2022   2023   2022 
   $   $   $   $ 
REVENUE   355,274    739,595    621,195    1,187,232 
                     
COST OF REVENUE   (263,561)   (663,012)   (447,498)   (995,387)
                     
GROSS PROFIT   91,713    76,583    173,697    191,845 
                     
OTHER INCOME   1,574    709    3,078    5,393 
                     
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES   (93,259)   (83,902)   (181,058)   (156,241)
                     
OPERATING EXPENSES   (380)   (348)   (794)   (788)
                     
FINANCE COST   (817)   (1,615)   (1,868)   (3,644)
                     
LEASE EXPENSES   (10,670)   (10,564)   (21,646)   (21,437)
                     
(LOSS)/PROFIT BEFORE INCOME TAX   (11,839)   (19,137)   (28,591)   15,128 
                     
TAXATION   (164)   -    (335)   - 
                     
NET (LOSS)/PROFIT   (12,003)   (19,137)   (28,926)   15,128 
Non-Controlling Interest   -    8,281    -    4,924 
Other comprehensive (loss)/income                    
- Foreign currency translation adjustment   (11,054)   (4,327)   31,852    (5,024)
                     
TOTAL COMPREHENSIVE (LOSS)/INCOME   (23,057)   (15,183)   2,926    15,028 
                     
NET (LOSS)/INCOME PER SHARE – BASIC AND DILUTED   (0.0001)   (0.00007)   0.00001    0.000007 
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED   206,904,585    206,904,585    206,904,585    206,904,585 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”))

(unaudited)

 

Six Months Ended June 30, 2023 (Unaudited)

 

   Number of
shares		   Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

INCOME/(LOSS)

  

ACCUMULATED

DEFICIT

  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
   COMMON STOCK   ADDITIONAL  

ACCUMULATED

OTHER

       NON-     
   Number of
shares		   Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

INCOME/(LOSS)

  

ACCUMULATED

DEFICIT

  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
Balance as of December 31, 2022 (audited)   206,904,585    20,690    1,395,426    (5,846)   (1,324,002)   11,883    98,151 
Foreign currency translation adjustment   -    -    -    31,852    -    -    31,852 
Changes in ownership interests in an associate   -    -    -    -    (36,616)   (11,883)   (48,499)
Net loss   -    -    -    -    (28,926)   -    (28,926)
Balance as of June 30, 2023 (unaudited)     206,904,585    20,690    1,395,426    26,006    (1,389,544)   -    52,578 

 

Six Months Ended June 30, 2022 (Unaudited)

 

   COMMON STOCK   ADDITIONAL   ACCUMULATED OTHER       NON-     
   Number of
shares		   Amount   PAID-IN
CAPITAL		   COMPREHENSIVE
LOSS		   ACCUMULATED DEFICIT   CONTROLLING INTEREST   TOTAL EQUITY 
                             
Balance as of December 31, 2021 (audited)   206,904,585    20,690    1,395,426    (32,985)   (1,309,711)   589    74,009 
Foreign currency translation adjustment   -    -    -    (5,024)   -    106    (4,918)
Net profit/(loss)   -    -    -    -    20,052    (4,924)   15,128 
Balance as of June 30, 2022 (unaudited)     206,904,585    20,690    1,395,426    (38,009)   (1,289,659)   (4,229)   84,219 

 

F-4

 

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   2023   2022 
   Six months ended June 30, 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (loss)/profit before income tax  $(28,591)  $15,128 
Adjustments to reconcile net (loss)/profit to net cash
(used in)/generated from operating activities:		          
Depreciation and amortization   36,022    37,129 
Amortization for intangible assets   514    515 
Changes in operating assets and liabilities:          
Accounts payable   20,150    24,332 
Accounts receivable   (70,535)   (27,479)
Other payables and accrued liabilities   (11,582)   (3,917)
Inventories   2,700    4,490 
Other receivables, prepaid expenses and deposits   1,243    3,361 
Lease liabilities   (20,786)   (21,612)
Right of use   -    761 
Tax payable   -    340 
Cash (used in)/generated from operations   (70,865)   33,048 
Tax paid   (335)   (494)
Reversal of deferred tax liabilities   -    (1,927)
Net cash (used in)/generated from operating activities   (71,200)   30,627 
           
CASH FLOWS FROM INVESTING ACTIVITY:          
Purchase of plant and equipment   -    (6,903)
Net cash used in investing activity   -    (6,903)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment of finance lease   (7,727)   (7,690)
Net cash used in financing activities   (7,727)   (7,690)
           
Effect of exchange rate changes on cash and cash equivalent   (21,799)   (12,424)
           
Net (decrease)/increase in cash and cash equivalents   (100,726)   3,610 
Cash and cash equivalents, beginning of period   214,269    234,546 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $113,543   $238,156 
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $(335)  $(494)
Interest paid  $(414)  $(433)

 

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

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 is premier biotech-nutraceutical, beauty supplies, and medical consumables supplies. The Company sells medical consumable supplies, food supplements, skincare, and other related beauty products in Malaysia and around the ASEAN region. We are globally recognized Turnkey Private Label Manufacturing Services for nutraceutical and skincare OEM/ODM products.

 

Our professionals manage from custom formulation of scientifically proven and naturally effective, sourcing raw materials, production, quality control, stability, and safety test, clinical testing by third-party labs, packaging, and shipping, including import and export.

 

Our manufacturing facilities which compliant with GMP (Good Manufacturing Practise), FDA (Food Drug Association), HACCP (Hazard Analysis and Critical Control Point), JAKIM HALAL, and Mesti.

 

The accompanying unaudited condensed consolidated financial statements of DSwiss, Inc. at June 30, 2023 and 2022 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, 2022. 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 June 30, 2023 and 2022 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2022 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, 2022.

 

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. On January 18, 2023, DSwiss (HK) Limited acquired 150,000 shares, representing 60% equity interest in DSwiss Biotech Sdn. Bhd., from the other party with consideration of RM 1. After such acquisition, DSwiss Biotech Sdn. Bhd. became a wholly owned subsidiary of DSwiss (HK) Limited.

 

The Company, through its subsidiaries, mainly supplies high quality beauty products. Details of the Company’s subsidiaries:

  

   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  Malaysia, March 17, 2016  250,000 shares of ordinary share of RM 1 each  Supply of biotech products   100%

 

F-6

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended June 30, 2023, the Company incurred a net loss of $28,926, suffered an accumulated deficit of $1,389,544 and negative operating cash flow of $71,200. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

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”).

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries 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.

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

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.

 

The Company mainly derives its revenue from the sale of healthy food products. Generally, the Company recognizes revenue when OEM, Home brand and medical consumables product 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.

 

F-7

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

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

 

The Company consider all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalent.

 

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.

 

Plant and equipment

 

Plant 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

 

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Malaysia and Hong Kong, 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 six months ended June 30, 2023.

 

Leases

 

Prior to November 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective November 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods (see Note 10).

 

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.

 

F-8

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Net income/(loss) per share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

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 and Hong Kong maintains their books and record in their local currency, Ringgits Malaysia (“RM”) and Hong Kong Dollars (“HK$”) 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”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

 

Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

   As of and for the six months ended
June 30,		 
   2023   2022 
         
Period-end RM : US$1 exchange rate   4.67    4.41 
Period-average RM : US$1 exchange rate   4.45    4.29 
Period-end HK$ : US$1 exchange rate   7.84    7.85 
Period-average HK$ : US$1 exchange rate   7.84    7.83 

 

F-9

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

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, accounts receivable, deposits, accounts payable, other payables, and accounts payable 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” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

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.

 

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the six months ended June 30, 2023, the Company operates in three reportable operating segments in Malaysia and Hong Kong.

 

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

 

Recently Issued Accounting Standard

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that is believes will have a significant impact on the Company’s financial statements.

 

F-10

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

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 January 18, 2023, DSwiss (HK) Limited acquired 150,000 shares, representing 60% equity interest in DSwiss Biotech Sdn. Bhd., from the other party with consideration of RM 1. After such acquisition, DSwiss Biotech Sdn. Bhd. became a wholly owned subsidiary of DSwiss (HK) Limited.

 

F-11

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

4. STOCKHOLDERS’ EQUITY

 

As of June 30, 2023, the Company had a total of 206,904,585 of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

5. PLANT AND EQUIPMENT

   

June 30,

2023

    

December 31,

2022

  
Computer and software   $ 105,535     $ 105,535  
Furniture and fittings     6,144       6,144  
Office equipment     21,152       21,152  
Motor vehicle     135,868       135,868  
Total plant and equipment   $ 268,699     $ 268,699  
Accumulated depreciation     (201,612 )     (187,236 )
Effect of translation exchange     (12,615 )     (9,284 )
Plant and equipment, net   $ 54,472     $ 72,179  

 

Depreciation expense for the three months and six months ended June 30, 2023 were $6,839 and $14,376 respectively.

 

Depreciation expense for the three months and six months ended June 30, 2022 were $8,191 and $15,692 respectively.

 

6. INTANGIBLE ASSETS

 

  

June 30,

2023

  

December 31,

2022

 
Trademarks  $12,077   $12,077 
Amortization   (8,678)   (8,164)
Effect of translation exchange   (467)   (454)
Intangible assets, net  $2,932   $3,459 

 

Amortization for the three months and six months ended June 30, 2023 was $257 and $514 respectively.

 

Amortization for the three months and six months ended June 30, 2022 was $257 and $515 respectively.

 

7. OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

 SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

  

June 30,

2023

  

December 31,

2022

 
Other receivables  $66   $- 
Prepaid expenses   658    2,080 
Deposits   18,606    19,669 
Total prepaid expenses and deposits  $19,330   $21,749 

 

8. INVENTORIES

 

  

June 30,

2023

  

December 31,

2022

 
Finished goods, at cost  $4,378   $7,483 
Total inventories  $4,378   $7,483 

 

9. OTHER PAYABLES AND ACCRUED LIABILITIES

 

  

June 30,

2023

  

December 31,

2022

 
Other payables  $86,508   $100,385 
Accrued audit fees   25,636    20,266 
Accrued other expenses   12,864    16,683 
Accrued professional fees   12,487    17,376 
Total payables and accrued liabilities  $137,495   $154,710 

 

F-12

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

10. FINANCE LEASE LIABILITY

 

The Company purchased motor vehicles with finance lease. The first finance lease agreement commenced on July 31, 2018 with the effective interest rate of 3.62% per annum, due through June, 2025, with principal and interest payable monthly. The second finance lease agreement commenced on December 3, 2021 with the effective interest rate of 3.70% per annum, due through November, 2026, with principal and interest payable monthly. The obligation under the finance lease is as follows:

 

   As of June 30,
2023		   As of December 31,
2022		 
Finance lease  $46,876   $58,768 
Less: interest expense   (2,600)   (3,792)
Net present value of finance lease   44,276    54,976 
           
Current portion   7,895    16,515 
Non-current portion   36,381    38,461 
Total  $44,276   $54,976 

 

As of June 30, 2023 the maturities of the finance lease for each of the years are as follows:

 

      
2023   7,895 
2024   16,291 
2025   12,441 
2026   7,649 
Total  $44,276 

 

F-13

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

11. INCOME TAXES

 

For the six months ended June 30, 2023 and 2022, the local (United States) and foreign components of (loss)/profit before income taxes were comprised of the following:

 

   For the six months ended June 30, 2023   For the six months ended June 30, 2022 
         
Tax jurisdictions from:          
- Local  $(35,199)  $(20,770)
- Foreign, representing          
Seychelles   (3,178)   (2,169)
Hong Kong   (3,540)   (2,064)
Malaysia   13,326    40,131 
           
(Loss)/Profit before income tax  $(28,591)  $15,128 

 

The provision for income taxes consisted of the following:

 

   For the six months ended June 30, 2023   For the six months ended June 30, 2022 
Current:              
- Local  $-   $- 
- Foreign   (335)   - 
           
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $(335)  $- 

 

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 and Malaysia 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. As of June 30, 2023, the operations in the United States of America incurred $507,350 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 21%. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $106,544 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

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. As of June 30, 2023, the operations in the Hong Kong incurred $634,643 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 16.5%. The Company has provided for a full valuation allowance of $104,716 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards 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, which is charged at the statutory income tax rate range from 15% to 24% on its assessable income. As of June 30, 2023, the operations in the Malaysia incurred $203,977 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 15%. The Company has provided for a full valuation allowance of $30,597 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

F-14

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

12. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For three months ended June 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenue  

Percentage of

revenue

   Accounts receivable 
                         
Customer A  $-   $346,253    -%   46%  $-   $- 
Customer B  $91,754   $155,407    25%   21%  $30,849   $6,843 
Customer C  $50,196   $-    14%   -%  $27,475   $- 
Customer D  $85,002   $-    24%   -%  $-   $- 
   $  226,952   $  501,660    63%   67%  $58,324   $6,843 

 

For six months ended June 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts receivable,

trade

 
                         
Customer A  $63,861   $-    10%   -%  $-   $- 
Customer B  $-   $416,432    -%   35%  $-   $- 
Customer C  $127,102   $255,238    20%   21%  $30,849   $6,843 
Customer D  $100,392   $-    16%   -%  $27,475   $- 
Customer E  $147,848   $-    24%   -%  $-   $- 
   $ 439,203   $671,670    70%   56%  $58,324   $6,843 

 

(b) Major vendors

 

For three months ended June 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchase  

Percentage of

purchase

   Accounts payable 
                         
Vendor A  $51,367   $304,423    19%   45%  $-   $- 
Vendor B  $75,546   $131,132    29%   19%  $3,722   $- 
Vendor C  $71,478   $88,841    27%   13%  $38,604   $26,426 
   $ 198,391   $ 524,396    75%   77%  $42,326   $26,426 

 

For six months ended June 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchase  

Percentage of

purchases

  

Accounts payable,

trade

 
                         
Vendor A  $74,870   $407,162    17%   45%  $-   $- 
Vendor B  $166,206   $187,012    37%   19%  $3,722   $- 
Vendor C  $95,572   $159,895    21%   13%  $38,604   $26,426 
   $ 336,648   $ 754,069    75%   77%  $42,326   $26,426 

 

All vendors are located in Malaysia.

 

(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 accounts receivable 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 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$ and HK$ converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

F-15

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

13. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

The Company officially adopted ASC 842 for the period on and after January 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

 

As of January 1, 2022, the Company recognized approximately US$92,606, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of January 1, 2022, with discounted rate of 5.4% adopted from Public Bank Berhad’s base lending rate as a reference for discount rate.

 

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

The operating lease right and lease liability as follow:

 

As of June 30, 2023 and December 31, 2022, operating lease right of use asset as follow:

 

   As of June 30, 2023   As of December 31, 2022 
As of beginning of the period/year  $44,548   $92,606 
Accumulated amortization   (21,646)   (42,310)
Effect of translation exchange   (1,548)   (5,748)
Balance as of end of the period/year  $21,354   $44,548 

 

As of June 30, 2023 and December 31, 2022, the amortization of the operating lease right of use asset are $21,646 and $42,310 respectively.

 

F-16

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

As of June 30, 2023, operating lease liability as follow:

 

As of January 1, 2023  $44,548 
Less: gross repayment   (22,488)
Add: imputed interest   842 
Effect of translation exchange   (1,548)
Balance as of June 30, 2023  $21,354 
Less: lease liability current portion   (21,354)
Lease liability non-current portion  $- 

 

Maturities of operating lease obligation as follow:

 

Year ending     
December 31, 2023   21,354 
Total  $21,354 

 

Other information:

 

   As of June 30, 2023   As of December 31, 2022 
   (unaudited)   (audited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $20,786   $42,212 
Right-of-use assets obtained in exchange for operating lease liabilities   21,354    44,548 
Remaining lease term for operating lease (years)   0.5    1 
Weighted average discount rate for operating lease   5.4%   5.4%

 

As of June 30, 2023 and December 31, 2022, lease expenses were $21,646 and $42,310 respectively.

 

14. RELATED PARTY TRANSACTIONS

 

For the period ended June 30, 2023 the Company has the following transactions with related party:

 

  

For the period ended

June 30,

2023

(Unaudited)

  

For the period ended

June 30,

2022

(Unaudited)

 
Professional Fees:          
- Related party A  $3,000   $3,000 
           
Sales          
- Related party B  $127,102   $255,239 
- Related party C   45,150    7,572 
           
Total  $175,252   $265,811 

 

The related party A, is a wholly owned subsidiary of a 7.33% shareholder of the Company.

 

The related party B’s director and shareholder is the founder of the Company. Founder of the Company resigned as director of company B on October 02, 2022 and is no longer a shareholder of company B.

 

The related party C’s director and shareholder is the founder of the Company.

 

The related party D’s director is the founder of the Company. The shareholder of related party D is related party C.

 

The related party transaction is generally transacted in an arm-length basis at the current market value in the normal course of business.

 

15. SEGMENTED INFORMATION

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

F-17

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 

By Geography*:

 

   Nevada*   Seychelles*   Hong Kong*   Malaysia*   Total* 
   For the period ended June 30, 2023 
   Nevada   Seychelles   Hong Kong   Malaysia   Total 
                     
Revenues  $-   $-   $-   $621,195   $621,195 
Cost of revenues   -    -    -    (447,498)   (447,498)
Depreciation and amortization   -    -    (514)   (36,022)   (36,536)
Net (loss)/profit before taxation   (35,199)   (3,178)   (3,540)   13,326    (28,591)
                          
Total assets  $14,274   $21,998   $13,209   $254,314   $303,795 

 

   Nevada*   Seychelles*   Hong Kong*   Malaysia*   Total* 
   For the period ended June 30, 2022 
   Nevada   Seychelles   Hong Kong   Malaysia   Total 
                     
Revenues  $-   $-   $-   $1,187,232   $1,187,232 
Cost of revenues   -    -    -    (995,387)   (995,387)
Depreciation and amortization   -    -    (515)   (37,129)   (37,644)
Net (loss)/profit before taxation   (20,770)   (2,169)   (2,064)   40,131    15,128 
                          
Total assets  $27,187   $7,055   $14,711   $404,780   $453,733 

 

* Revenues and costs are attributed to countries based on the location of customers.

 

16. 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 June 30, 2023 up through the date the Company issued the consolidated financial statements.

 

F-18

 

 

Item 2. Management’s discussion and analysis of financial condition and results of operations

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.8, dated July 20, 2016 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

DSwiss, Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 28, 2015. DSwiss Holding Limited owns 100% of DSwiss (HK) Limited, a Hong Kong Company, which owns 100% of DSwiss Sdn Bhd, the operating Malaysia Company of which is described below. In 2016, DSwiss (HK) Limited invested in DSwiss Biotech Sdn Bhd, incorporated in Malaysia, and owned 40% equity interest.

 

DSwiss is the leading corporation for premier nutraceutical biotechnology in USA, and has gone into Asian countries such as China, Hong Kong, Singapore, Thailand, and Malaysia with our high quality functional health supplement, skin care solution, wellness products and private labelled supplies turnkey provider (OEM/ODM). Our unique and innovative patented biotechnology, natural ingredients into products & services that has been proven to give better, faster and visible positive results to the end user including health improvement, slimming, anti-aging and beauty effects.

 

Currently, we are fulfilling in Talent Development, product research and development, and providing Original Equipment Manufacturer (OEM) and Original Design Manufacturer (ODM) services into functional food and beauty product of which is currently under research and development with Malaysia biotech and research professionals. Our professionals manage from custom formulation of scientifically-proven and naturally-effective, sourcing raw materials, production, quality control, stability and safety test, clinical testing by third-party labs, packaging and shipping including import and export, all licenses needed so customer can concentrate on what they should do. In 2020, with our experience and expertise, we have successfully expanded our client base in OEM/ODM services and developed products and Business-to-business (B2B) DNA genotyping private label services that exceed the clients’ expectation.

 

DSwiss has continuously expanding through launching health and beauty projects to provide premier experiences to the customers. DSwiss has shown a solid growth and is set to advance the biotechnology industry to drive nutraceutical and skincare biotechnology growth.

 

At this time, we operate exclusively online through our website: http://www.dswissbeauty.com.

 

Products which meet the definition of a functional food and cosmetics related products need to be registered or notified with the Drug Control Authority (DCA), Ministry of Health Malaysia. Manufacturing, marketing, importation and the sale of unregistered products is a violation of the Drug Control Regulations and Cosmetics Act 1984 of Malaysia and enforcement action can be taken.

 

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.

 

Our expected growth is planned to occur primarily through the implementation of our social media marketing strategy. DSwiss already has a strong relationship with new retail tech company (eg. Facebook, E-Marketplace). The global presence social media has helped provide to us has been an invaluable resource, and as we continue to expand our business operations and spread our brand awareness, we intend to primarily utilize social media to reach our customers. The benefits of social media are countless, but perhaps the most imperative to our future success is our ability to connect with customers directly, to receive their feedback almost instantaneously. On that note, the feedback we have received from our clients has been overwhelmingly positive, which has helped us to create a robust brand image.

 

While DSwiss has been focused almost exclusively upon pursuing operations within Asia, we do have plans to expand outward and become a household name across the world. Our strategy to do so going forward is by forming partnerships with local companies in various countries that may be willing to stock our products or promote them to their own customers. We believe that by forging strategic relationships and partnerships we can expand our operations across the globe at a greater pace and with greater certainty than we would if we tried to expand on our own.

 

Results of Operation

 

For the Three Months and Six Months Ended June 30, 2023 and June 30, 2022.

 

For the three and six months ended June 30, 2023, we realized revenue in the amount of $355,274 and $621,195, while for the three and six months ended June 30, 2022, we realized revenues in the amount of $739,595 and $1,187,232. Our gross profits for the three and six months ended June 30, 2023 were $91,713 and $173,697, which is more than $15,130 for the three months ended June 30, 2022 but less than $18,148 for the six months ended June 30, 2022. We believe that in order to retain and maintain more customers in the future we must increase our marketing efforts and or develop new products.

 

2

 

 

*Our gross margins may not be comparable to those of other entities, since some entities include all the costs related to their distribution network in cost of revenue. Our cost of revenue includes only the purchase cost of products and packing materials, and does not include any allocation of inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs associated with the distribution network.

 

Our net loss for the three and six months ended June 30, 2023 were $12,003 and $28,926 respectively, while the net loss for three months ended June 30, 2022 was $19,137 and net profit for six months ended June 30, 2022 was $15,128.

 

Liquidity and Capital Resources

 

For the six months ended June 30, 2023 and 2022, we had cash and cash equivalents of $113,543 and $238,156 respectively. We have negative operating cash flow and we need to meet our working capital requirements to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.

 

Operating Activities

 

For the six months ended June 30, 2023, net cash used in operating activities was $71,200, compared to net cash generated from operating activities was $30,627 in the prior period. The operating cash flow performance primarily reflects decrease in accounts payable, other payables and accrued liabilities to the prior period.

 

Investing Activities

 

For the six months ended June 30, 2023 and 2022, net cash used in investing activities were $0 and $6,903 respectively, reflecting the cost in purchase of plant and equipment.

 

Financing Activities

 

For the six months ended June 30, 2023 and 2022, net cash used in financing activities were $7,727 and $7,690 respectively resulted from the repayment of finance lease.

 

Capital Expenditures

 

Our capital expenditures primarily relate to the acquisition of plant and equipment. There were $0 and $6,903 used to purchase the computer and software and office equipment for the six months periods ended June 30, 2023 and 2022 respectively.

 

Credit Facilities

 

We do not have any credit facilities or other access to bank credit.

 

Contractual Obligations, Commitments and Contingencies

 

We currently have a lease agreement in place with respect to office premises in Malaysia to commence our business operations.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2023.

 

3

 

 

Recent accounting pronouncements

 

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.

 

Additional Information

 

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 ad hoc 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
   
(iii) 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.

 

4

 

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ending June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

5

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

Exhibit No.   Description
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1   Section 1350 Certification of principal executive officer *
101.INS   Inline XBRL Instance Document*
101.SCH   Inline XBRL Schema Document*
101.CAL   Inline XBRL Calculation Linkbase Document*
101.DEF   Inline XBRL Definition Linkbase Document*
101.LAB   Inline XBRL Label Linkbase Document*
101.PRE   Inline XBRL Presentation Linkbase Document*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

6

 

 

SIGNATURES

 

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

 

  DSWISS, INC.
  (Name of Registrant)
     
Date: August 14, 2023    
     
  By: /s/ Leong Ming Chia
  Title:

President, Chief Executive Officer,

Chief Financial Officer, Treasurer, Secretary and Director

    (Principal Executive Officer, Principal Financial Officer)

 

7

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, LEONG MING CHIA, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of DSwiss, Inc. (the “Company”) for the quarter ended June 30, 2023;

 

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

 

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

 

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

15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023 By: /s/ Leong Ming Chia
    LEONG MING CHIA
   

President, Chief Executive Officer,

Chief Financial Officer, Treasurer, Secretary and Director

    (Principal Executive Officer, Principal Financial Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of DSwiss, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 14, 2023 By: /s/ Leong Ming Chia
    LEONG MING CHIA
   

President, Chief Executive Officer,

Chief Financial Officer, Treasurer, Secretary and Director

    (Principal Executive Officer, Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

v3.23.2
Cover
 6 Months Ended
Jun. 30, 2023
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Jun. 30, 2023
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2023
Current Fiscal Year End Date --12-31
Entity File Number 333-208083
Entity Registrant Name DSwiss, Inc.
Entity Central Index Key 0001652561
Entity Tax Identification Number 47-4215595
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One Unit 18-11, 18-12 & 18-01, Tower A, Vertical Business Suite
Entity Address, Address Line Two Avenue 3, Bangsar South
Entity Address, Address Line Three No.8 Jalan Kerinchi
Entity Address, City or Town Kuala Lumpur
Entity Address, Country MY
Entity Address, Postal Zip Code 59200
City Area Code (603)
Local Phone Number 2770-4032
Title of 12(b) Security Common Stock
Trading Symbol DQWS
Entity Current Reporting Status Yes
Entity Interactive Data Current No
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 206,904,585
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash and cash equivalents $ 113,543 $ 214,269
Accounts receivable 87,081 17,492
Other receivables, prepaid expenses and deposit 19,330 21,749
Tax recoverable 705 745
Inventories 4,378 7,483
Total Current Assets 225,037 261,738
NON-CURRENT ASSETS    
Plant and equipment, net 54,472 72,179
Intangible assets, net 2,932 3,459
Operating lease right -of-use, net 21,354 44,548
Total Non-Current Assets 78,758 120,186
TOTAL ASSETS 303,795 [1] 381,924
CURRENT LIABILITIES    
Accounts payable 48,092 29,539
Other payables and accrued liabilities 137,495 154,710
Finance lease liability 7,895 16,515
Operating lease liability 21,354 44,548
Total Current Liabilities 214,836 245,312
NON- CURRENT LIABILITIES    
Finance lease liability 36,381 38,461
Total non-current liabilities 36,381 38,461
TOTAL LIABILITIES 251,217 283,773
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, 206,904,585 shares issued and outstanding as of June 30, 2023 and December 31, 2022 respectively 20,690 20,690
Additional paid-in capital 1,395,426 1,395,426
Accumulated other comprehensive income/(loss) 26,006 (5,846)
Accumulated deficit (1,389,544) (1,324,002)
TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY 52,578 86,268
NON-CONTROLLING INTEREST 11,883
TOTAL STOCKHOLDERS’ EQUITY 52,578 98,151
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 303,795 $ 381,924
[1] Revenues and costs are attributed to countries based on the location of customers.
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
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 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 600,000,000 600,000,000
Common stock, shares issued 206,904,585 206,904,585
Common stock, shares outstanding 206,904,585 206,904,585
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
REVENUE $ 355,274 $ 739,595 $ 621,195 [1] $ 1,187,232 [1]
COST OF REVENUE (263,561) (663,012) (447,498) [1] (995,387) [1]
GROSS PROFIT 91,713 76,583 173,697 191,845
OTHER INCOME 1,574 709 3,078 5,393
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (93,259) (83,902) (181,058) (156,241)
OPERATING EXPENSES (380) (348) (794) (788)
FINANCE COST (817) (1,615) (1,868) (3,644)
LEASE EXPENSES (10,670) (10,564) (21,646) (21,437)
(LOSS)/PROFIT BEFORE INCOME TAX (11,839) (19,137) (28,591) [1] 15,128 [1]
TAXATION (164) (335)
NET (LOSS)/PROFIT (12,003) (19,137) (28,926) 15,128
Non-Controlling Interest 8,281 4,924
Other comprehensive (loss)/income        
- Foreign currency translation adjustment (11,054) (4,327) 31,852 (5,024)
TOTAL COMPREHENSIVE (LOSS)/INCOME $ (23,057) $ (15,183) $ 2,926 $ 15,028
Net (loss)/ income per share, basic $ (0.0001) $ (0.00007) $ 0.00001 $ 0.000007
Net (loss)/ income per share, diluted $ (0.0001) $ (0.00007) $ 0.00001 $ 0.000007
Weighted average number of common shares outstanding, basic 206,904,585 206,904,585 206,904,585 206,904,585
Weighted average number of common shares outstanding, diluted 206,904,585 206,904,585 206,904,585 206,904,585
[1] Revenues and costs are attributed to countries based on the location of customers.
v3.23.2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Total
Balance at Dec. 31, 2021 $ 20,690 $ 1,395,426 $ (32,985) $ (1,309,711) $ 589 $ 74,009
Balance, shares at Dec. 31, 2021 206,904,585          
Foreign currency translation adjustment (5,024) 106 (4,918)
Net profit/(loss) 20,052 (4,924) 15,128
Balance at Jun. 30, 2022 $ 20,690 1,395,426 (38,009) (1,289,659) (4,229) 84,219
Balance, shares at Jun. 30, 2022 206,904,585          
Balance at Dec. 31, 2022 $ 20,690 1,395,426 (5,846) (1,324,002) 11,883 98,151
Balance, shares at Dec. 31, 2022 206,904,585          
Foreign currency translation adjustment 31,852 31,852
Changes in ownership interests in an associate (36,616) (11,883) (48,499)
Net profit/(loss) (28,926) (28,926)
Balance at Jun. 30, 2023 $ 20,690 $ 1,395,426 $ 26,006 $ (1,389,544) $ 52,578
Balance, shares at Jun. 30, 2023 206,904,585          
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net (loss)/profit before income tax [1] $ (28,591) $ 15,128
Adjustments to reconcile net (loss)/profit to net cash (used in)/generated from operating activities:    
Depreciation and amortization 36,022 37,129
Amortization for intangible assets 514 515
Changes in operating assets and liabilities:    
Accounts payable 20,150 24,332
Accounts receivable (70,535) (27,479)
Other payables and accrued liabilities (11,582) (3,917)
Inventories 2,700 4,490
Other receivables, prepaid expenses and deposits 1,243 3,361
Lease liabilities (20,786) (21,612)
Right of use 761
Tax payable 340
Cash (used in)/generated from operations (70,865) 33,048
Tax paid (335) (494)
Reversal of deferred tax liabilities (1,927)
Net cash (used in)/generated from operating activities (71,200) 30,627
CASH FLOWS FROM INVESTING ACTIVITY:    
Purchase of plant and equipment (6,903)
Net cash used in investing activity (6,903)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayment of finance lease (7,727) (7,690)
Net cash used in financing activities (7,727) (7,690)
Effect of exchange rate changes on cash and cash equivalent (21,799) (12,424)
Net (decrease)/increase in cash and cash equivalents (100,726) 3,610
Cash and cash equivalents, beginning of period 214,269 234,546
CASH AND CASH EQUIVALENTS, END OF PERIOD 113,543 238,156
SUPPLEMENTAL CASH FLOWS INFORMATION    
Income taxes paid (335) (494)
Interest paid $ (414) $ (433)
[1] Revenues and costs are attributed to countries based on the location of customers.
v3.23.2
DESCRIPTION OF BUSINESS AND ORGANIZATION
 6 Months Ended
Jun. 30, 2023
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 is premier biotech-nutraceutical, beauty supplies, and medical consumables supplies. The Company sells medical consumable supplies, food supplements, skincare, and other related beauty products in Malaysia and around the ASEAN region. We are globally recognized Turnkey Private Label Manufacturing Services for nutraceutical and skincare OEM/ODM products.

 

Our professionals manage from custom formulation of scientifically proven and naturally effective, sourcing raw materials, production, quality control, stability, and safety test, clinical testing by third-party labs, packaging, and shipping, including import and export.

 

Our manufacturing facilities which compliant with GMP (Good Manufacturing Practise), FDA (Food Drug Association), HACCP (Hazard Analysis and Critical Control Point), JAKIM HALAL, and Mesti.

 

The accompanying unaudited condensed consolidated financial statements of DSwiss, Inc. at June 30, 2023 and 2022 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, 2022. 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 June 30, 2023 and 2022 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2022 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, 2022.

 

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. On January 18, 2023, DSwiss (HK) Limited acquired 150,000 shares, representing 60% equity interest in DSwiss Biotech Sdn. Bhd., from the other party with consideration of RM 1. After such acquisition, DSwiss Biotech Sdn. Bhd. became a wholly owned subsidiary of DSwiss (HK) Limited.

 

The Company, through its subsidiaries, mainly supplies high quality beauty products. Details of the Company’s subsidiaries:

  

   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  Malaysia, March 17, 2016  250,000 shares of ordinary share of RM 1 each  Supply of biotech products   100%

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended June 30, 2023, the Company incurred a net loss of $28,926, suffered an accumulated deficit of $1,389,544 and negative operating cash flow of $71,200. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

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”).

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries 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.

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

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.

 

The Company mainly derives its revenue from the sale of healthy food products. Generally, the Company recognizes revenue when OEM, Home brand and medical consumables product 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.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

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

 

The Company consider all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalent.

 

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.

 

Plant and equipment

 

Plant 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

 

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Malaysia and Hong Kong, 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 six months ended June 30, 2023.

 

Leases

 

Prior to November 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective November 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods (see Note 10).

 

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.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Net income/(loss) per share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

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 and Hong Kong maintains their books and record in their local currency, Ringgits Malaysia (“RM”) and Hong Kong Dollars (“HK$”) 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”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

 

Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

   As of and for the six months ended
June 30,		 
   2023   2022 
         
Period-end RM : US$1 exchange rate   4.67    4.41 
Period-average RM : US$1 exchange rate   4.45    4.29 
Period-end HK$ : US$1 exchange rate   7.84    7.85 
Period-average HK$ : US$1 exchange rate   7.84    7.83 

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

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, accounts receivable, deposits, accounts payable, other payables, and accounts payable 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” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

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.

 

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the six months ended June 30, 2023, the Company operates in three reportable operating segments in Malaysia and Hong Kong.

 

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

 

Recently Issued Accounting Standard

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that is believes will have a significant impact on the Company’s financial statements.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
VIE STRUCTURE AND ARRANGEMENTS
 6 Months Ended
Jun. 30, 2023
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 January 18, 2023, DSwiss (HK) Limited acquired 150,000 shares, representing 60% equity interest in DSwiss Biotech Sdn. Bhd., from the other party with consideration of RM 1. After such acquisition, DSwiss Biotech Sdn. Bhd. became a wholly owned subsidiary of DSwiss (HK) Limited.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

4. STOCKHOLDERS’ EQUITY

 

As of June 30, 2023, the Company had a total of 206,904,585 of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

 
v3.23.2
PLANT AND EQUIPMENT
 6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PLANT AND EQUIPMENT

5. PLANT AND EQUIPMENT

   

June 30,

2023

    

December 31,

2022

  
Computer and software   $ 105,535     $ 105,535  
Furniture and fittings     6,144       6,144  
Office equipment     21,152       21,152  
Motor vehicle     135,868       135,868  
Total plant and equipment   $ 268,699     $ 268,699  
Accumulated depreciation     (201,612 )     (187,236 )
Effect of translation exchange     (12,615 )     (9,284 )
Plant and equipment, net   $ 54,472     $ 72,179  

 

Depreciation expense for the three months and six months ended June 30, 2023 were $6,839 and $14,376 respectively.

 

Depreciation expense for the three months and six months ended June 30, 2022 were $8,191 and $15,692 respectively.

 
v3.23.2
INTANGIBLE ASSETS
 6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

6. INTANGIBLE ASSETS

 

  

June 30,

2023

  

December 31,

2022

 
Trademarks  $12,077   $12,077 
Amortization   (8,678)   (8,164)
Effect of translation exchange   (467)   (454)
Intangible assets, net  $2,932   $3,459 

 

Amortization for the three months and six months ended June 30, 2023 was $257 and $514 respectively.

 

Amortization for the three months and six months ended June 30, 2022 was $257 and $515 respectively.

 
v3.23.2
OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS
 6 Months Ended
Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

7. OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

 SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

  

June 30,

2023

  

December 31,

2022

 
Other receivables  $66   $- 
Prepaid expenses   658    2,080 
Deposits   18,606    19,669 
Total prepaid expenses and deposits  $19,330   $21,749 

 
v3.23.2
INVENTORIES
 6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES

8. INVENTORIES

 

  

June 30,

2023

  

December 31,

2022

 
Finished goods, at cost  $4,378   $7,483 
Total inventories  $4,378   $7,483 

 
v3.23.2
OTHER PAYABLES AND ACCRUED LIABILITIES
 6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
OTHER PAYABLES AND ACCRUED LIABILITIES

9. OTHER PAYABLES AND ACCRUED LIABILITIES

 

  

June 30,

2023

  

December 31,

2022

 
Other payables  $86,508   $100,385 
Accrued audit fees   25,636    20,266 
Accrued other expenses   12,864    16,683 
Accrued professional fees   12,487    17,376 
Total payables and accrued liabilities  $137,495   $154,710 

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
FINANCE LEASE LIABILITY
 6 Months Ended
Jun. 30, 2023
Finance Lease Liability  
FINANCE LEASE LIABILITY

10. FINANCE LEASE LIABILITY

 

The Company purchased motor vehicles with finance lease. The first finance lease agreement commenced on July 31, 2018 with the effective interest rate of 3.62% per annum, due through June, 2025, with principal and interest payable monthly. The second finance lease agreement commenced on December 3, 2021 with the effective interest rate of 3.70% per annum, due through November, 2026, with principal and interest payable monthly. The obligation under the finance lease is as follows:

 

   As of June 30,
2023		   As of December 31,
2022		 
Finance lease  $46,876   $58,768 
Less: interest expense   (2,600)   (3,792)
Net present value of finance lease   44,276    54,976 
           
Current portion   7,895    16,515 
Non-current portion   36,381    38,461 
Total  $44,276   $54,976 

 

As of June 30, 2023 the maturities of the finance lease for each of the years are as follows:

 

      
2023   7,895 
2024   16,291 
2025   12,441 
2026   7,649 
Total  $44,276 

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
INCOME TAXES
 6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

11. INCOME TAXES

 

For the six months ended June 30, 2023 and 2022, the local (United States) and foreign components of (loss)/profit before income taxes were comprised of the following:

 

   For the six months ended June 30, 2023   For the six months ended June 30, 2022 
         
Tax jurisdictions from:          
- Local  $(35,199)  $(20,770)
- Foreign, representing          
Seychelles   (3,178)   (2,169)
Hong Kong   (3,540)   (2,064)
Malaysia   13,326    40,131 
           
(Loss)/Profit before income tax  $(28,591)  $15,128 

 

The provision for income taxes consisted of the following:

 

   For the six months ended June 30, 2023   For the six months ended June 30, 2022 
Current:              
- Local  $-   $- 
- Foreign   (335)   - 
           
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $(335)  $- 

 

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 and Malaysia 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. As of June 30, 2023, the operations in the United States of America incurred $507,350 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 21%. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $106,544 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

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. As of June 30, 2023, the operations in the Hong Kong incurred $634,643 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 16.5%. The Company has provided for a full valuation allowance of $104,716 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards 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, which is charged at the statutory income tax rate range from 15% to 24% on its assessable income. As of June 30, 2023, the operations in the Malaysia incurred $203,977 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 15%. The Company has provided for a full valuation allowance of $30,597 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
CONCENTRATIONS OF RISK
 6 Months Ended
Jun. 30, 2023
Risks and Uncertainties [Abstract]  
CONCENTRATIONS OF RISK

12. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For three months ended June 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenue  

Percentage of

revenue

   Accounts receivable 
                         
Customer A  $-   $346,253    -%   46%  $-   $- 
Customer B  $91,754   $155,407    25%   21%  $30,849   $6,843 
Customer C  $50,196   $-    14%   -%  $27,475   $- 
Customer D  $85,002   $-    24%   -%  $-   $- 
   $  226,952   $  501,660    63%   67%  $58,324   $6,843 

 

For six months ended June 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts receivable,

trade

 
                         
Customer A  $63,861   $-    10%   -%  $-   $- 
Customer B  $-   $416,432    -%   35%  $-   $- 
Customer C  $127,102   $255,238    20%   21%  $30,849   $6,843 
Customer D  $100,392   $-    16%   -%  $27,475   $- 
Customer E  $147,848   $-    24%   -%  $-   $- 
   $ 439,203   $671,670    70%   56%  $58,324   $6,843 

 

(b) Major vendors

 

For three months ended June 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchase  

Percentage of

purchase

   Accounts payable 
                         
Vendor A  $51,367   $304,423    19%   45%  $-   $- 
Vendor B  $75,546   $131,132    29%   19%  $3,722   $- 
Vendor C  $71,478   $88,841    27%   13%  $38,604   $26,426 
   $ 198,391   $ 524,396    75%   77%  $42,326   $26,426 

 

For six months ended June 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchase  

Percentage of

purchases

  

Accounts payable,

trade

 
                         
Vendor A  $74,870   $407,162    17%   45%  $-   $- 
Vendor B  $166,206   $187,012    37%   19%  $3,722   $- 
Vendor C  $95,572   $159,895    21%   13%  $38,604   $26,426 
   $ 336,648   $ 754,069    75%   77%  $42,326   $26,426 

 

All vendors are located in Malaysia.

 

(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 accounts receivable 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 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$ and HK$ converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
v3.23.2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
 6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

13. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

The Company officially adopted ASC 842 for the period on and after January 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

 

As of January 1, 2022, the Company recognized approximately US$92,606, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of January 1, 2022, with discounted rate of 5.4% adopted from Public Bank Berhad’s base lending rate as a reference for discount rate.

 

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

The operating lease right and lease liability as follow:

 

As of June 30, 2023 and December 31, 2022, operating lease right of use asset as follow:

 

   As of June 30, 2023   As of December 31, 2022 
As of beginning of the period/year  $44,548   $92,606 
Accumulated amortization   (21,646)   (42,310)
Effect of translation exchange   (1,548)   (5,748)
Balance as of end of the period/year  $21,354   $44,548 

 

As of June 30, 2023 and December 31, 2022, the amortization of the operating lease right of use asset are $21,646 and $42,310 respectively.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

As of June 30, 2023, operating lease liability as follow:

 

As of January 1, 2023  $44,548 
Less: gross repayment   (22,488)
Add: imputed interest   842 
Effect of translation exchange   (1,548)
Balance as of June 30, 2023  $21,354 
Less: lease liability current portion   (21,354)
Lease liability non-current portion  $- 

 

Maturities of operating lease obligation as follow:

 

Year ending     
December 31, 2023   21,354 
Total  $21,354 

 

Other information:

 

   As of June 30, 2023   As of December 31, 2022 
   (unaudited)   (audited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $20,786   $42,212 
Right-of-use assets obtained in exchange for operating lease liabilities   21,354    44,548 
Remaining lease term for operating lease (years)   0.5    1 
Weighted average discount rate for operating lease   5.4%   5.4%

 

As of June 30, 2023 and December 31, 2022, lease expenses were $21,646 and $42,310 respectively.

 
v3.23.2
RELATED PARTY TRANSACTIONS
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

14. RELATED PARTY TRANSACTIONS

 

For the period ended June 30, 2023 the Company has the following transactions with related party:

 

  

For the period ended

June 30,

2023

(Unaudited)

  

For the period ended

June 30,

2022

(Unaudited)

 
Professional Fees:          
- Related party A  $3,000   $3,000 
           
Sales          
- Related party B  $127,102   $255,239 
- Related party C   45,150    7,572 
           
Total  $175,252   $265,811 

 

The related party A, is a wholly owned subsidiary of a 7.33% shareholder of the Company.

 

The related party B’s director and shareholder is the founder of the Company. Founder of the Company resigned as director of company B on October 02, 2022 and is no longer a shareholder of company B.

 

The related party C’s director and shareholder is the founder of the Company.

 

The related party D’s director is the founder of the Company. The shareholder of related party D is related party C.

 

The related party transaction is generally transacted in an arm-length basis at the current market value in the normal course of business.

 
v3.23.2
SEGMENTED INFORMATION
 6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SEGMENTED INFORMATION

15. SEGMENTED INFORMATION

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 

By Geography*:

 

   Nevada*   Seychelles*   Hong Kong*   Malaysia*   Total* 
   For the period ended June 30, 2023 
   Nevada   Seychelles   Hong Kong   Malaysia   Total 
                     
Revenues  $-   $-   $-   $621,195   $621,195 
Cost of revenues   -    -    -    (447,498)   (447,498)
Depreciation and amortization   -    -    (514)   (36,022)   (36,536)
Net (loss)/profit before taxation   (35,199)   (3,178)   (3,540)   13,326    (28,591)
                          
Total assets  $14,274   $21,998   $13,209   $254,314   $303,795 

 

   Nevada*   Seychelles*   Hong Kong*   Malaysia*   Total* 
   For the period ended June 30, 2022 
   Nevada   Seychelles   Hong Kong   Malaysia   Total 
                     
Revenues  $-   $-   $-   $1,187,232   $1,187,232 
Cost of revenues   -    -    -    (995,387)   (995,387)
Depreciation and amortization   -    -    (515)   (37,129)   (37,644)
Net (loss)/profit before taxation   (20,770)   (2,169)   (2,064)   40,131    15,128 
                          
Total assets  $27,187   $7,055   $14,711   $404,780   $453,733 

 

* Revenues and costs are attributed to countries based on the location of customers.

 
v3.23.2
SUBSEQUENT EVENTS
 6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

16. 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 June 30, 2023 up through the date the Company issued the consolidated financial statements.
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Going Concern

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended June 30, 2023, the Company incurred a net loss of $28,926, suffered an accumulated deficit of $1,389,544 and negative operating cash flow of $71,200. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 
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”).

 
Basis of consolidation

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries 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.

 
Revenue recognition

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

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.

 

The Company mainly derives its revenue from the sale of healthy food products. Generally, the Company recognizes revenue when OEM, Home brand and medical consumables product 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.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
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

 

The Company consider all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalent.

 
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.

 
Plant and equipment

Plant and equipment

 

Plant 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

 
Intangible assets

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Malaysia and Hong Kong, 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 six months ended June 30, 2023.

 
Leases

Leases

 

Prior to November 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective November 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods (see Note 10).

 
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.

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
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.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 
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 and Hong Kong maintains their books and record in their local currency, Ringgits Malaysia (“RM”) and Hong Kong Dollars (“HK$”) 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”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

 

Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

   As of and for the six months ended
June 30,		 
   2023   2022 
         
Period-end RM : US$1 exchange rate   4.67    4.41 
Period-average RM : US$1 exchange rate   4.45    4.29 
Period-end HK$ : US$1 exchange rate   7.84    7.85 
Period-average HK$ : US$1 exchange rate   7.84    7.83 

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 
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, accounts receivable, deposits, accounts payable, other payables, and accounts payable 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” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

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.

 
Segment reporting

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the six months ended June 30, 2023, the Company operates in three reportable operating segments in Malaysia and Hong Kong.

 
Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

 
Recently Issued Accounting Standard

Recently Issued Accounting Standard

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that is believes will have a significant impact on the Company’s financial statements.
v3.23.2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF VARIABLE INTEREST ENTITY

The Company, through its subsidiaries, mainly supplies high quality beauty products. Details of the Company’s subsidiaries:

  

   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  Malaysia, March 17, 2016  250,000 shares of ordinary share of RM 1 each  Supply of biotech products   100%
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF PROPERTY AND EQUIPMENT USEFUL LIFE

Plant 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
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

   As of and for the six months ended
June 30,		 
   2023   2022 
         
Period-end RM : US$1 exchange rate   4.67    4.41 
Period-average RM : US$1 exchange rate   4.45    4.29 
Period-end HK$ : US$1 exchange rate   7.84    7.85 
Period-average HK$ : US$1 exchange rate   7.84    7.83 
v3.23.2
PLANT AND EQUIPMENT (Tables)
 6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PLANT AND EQUIPMENT

   

June 30,

2023

    

December 31,

2022

  
Computer and software   $ 105,535     $ 105,535  
Furniture and fittings     6,144       6,144  
Office equipment     21,152       21,152  
Motor vehicle     135,868       135,868  
Total plant and equipment   $ 268,699     $ 268,699  
Accumulated depreciation     (201,612 )     (187,236 )
Effect of translation exchange     (12,615 )     (9,284 )
Plant and equipment, net   $ 54,472     $ 72,179  
v3.23.2
INTANGIBLE ASSETS (Tables)
 6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS

 

  

June 30,

2023

  

December 31,

2022

 
Trademarks  $12,077   $12,077 
Amortization   (8,678)   (8,164)
Effect of translation exchange   (467)   (454)
Intangible assets, net  $2,932   $3,459 
v3.23.2
OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS (Tables)
 6 Months Ended
Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

 SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

  

June 30,

2023

  

December 31,

2022

 
Other receivables  $66   $- 
Prepaid expenses   658    2,080 
Deposits   18,606    19,669 
Total prepaid expenses and deposits  $19,330   $21,749 
v3.23.2
INVENTORIES (Tables)
 6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES

 

  

June 30,

2023

  

December 31,

2022

 
Finished goods, at cost  $4,378   $7,483 
Total inventories  $4,378   $7,483 
v3.23.2
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)
 6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF OTHER PAYABLE AND ACCRUED LIABILITIES

 

  

June 30,

2023

  

December 31,

2022

 
Other payables  $86,508   $100,385 
Accrued audit fees   25,636    20,266 
Accrued other expenses   12,864    16,683 
Accrued professional fees   12,487    17,376 
Total payables and accrued liabilities  $137,495   $154,710 
v3.23.2
FINANCE LEASE LIABILITY (Tables)
 6 Months Ended
Jun. 30, 2023
Finance Lease Liability  
SCHEDULE OF OBLIGATION UNDER FINANCE LEASE

 

   As of June 30,
2023		   As of December 31,
2022		 
Finance lease  $46,876   $58,768 
Less: interest expense   (2,600)   (3,792)
Net present value of finance lease   44,276    54,976 
           
Current portion   7,895    16,515 
Non-current portion   36,381    38,461 
Total  $44,276   $54,976 
SCHEDULE OF MATURITIES OF FINANCE LEASE

As of June 30, 2023 the maturities of the finance lease for each of the years are as follows:

 

      
2023   7,895 
2024   16,291 
2025   12,441 
2026   7,649 
Total  $44,276 
v3.23.2
INCOME TAXES (Tables)
 6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF COMPONENTS OF INCOME LOSS BEFORE INCOME TAXES

For the six months ended June 30, 2023 and 2022, the local (United States) and foreign components of (loss)/profit before income taxes were comprised of the following:

 

   For the six months ended June 30, 2023   For the six months ended June 30, 2022 
         
Tax jurisdictions from:          
- Local  $(35,199)  $(20,770)
- Foreign, representing          
Seychelles   (3,178)   (2,169)
Hong Kong   (3,540)   (2,064)
Malaysia   13,326    40,131 
           
(Loss)/Profit before income tax  $(28,591)  $15,128 
SCHEDULE OF PROVISION FOR INCOME TAXES

The provision for income taxes consisted of the following:

 

   For the six months ended June 30, 2023   For the six months ended June 30, 2022 
Current:              
- Local  $-   $- 
- Foreign   (335)   - 
           
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $(335)  $- 
v3.23.2
CONCENTRATIONS OF RISK (Tables)
 6 Months Ended
Jun. 30, 2023
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION OF RISK

(a) Major customers

 

For three months ended June 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenue  

Percentage of

revenue

   Accounts receivable 
                         
Customer A  $-   $346,253    -%   46%  $-   $- 
Customer B  $91,754   $155,407    25%   21%  $30,849   $6,843 
Customer C  $50,196   $-    14%   -%  $27,475   $- 
Customer D  $85,002   $-    24%   -%  $-   $- 
   $  226,952   $  501,660    63%   67%  $58,324   $6,843 

 

For six months ended June 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenues  

Percentage of

revenues

  

Accounts receivable,

trade

 
                         
Customer A  $63,861   $-    10%   -%  $-   $- 
Customer B  $-   $416,432    -%   35%  $-   $- 
Customer C  $127,102   $255,238    20%   21%  $30,849   $6,843 
Customer D  $100,392   $-    16%   -%  $27,475   $- 
Customer E  $147,848   $-    24%   -%  $-   $- 
   $ 439,203   $671,670    70%   56%  $58,324   $6,843 

 

(b) Major vendors

 

For three months ended June 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchase  

Percentage of

purchase

   Accounts payable 
                         
Vendor A  $51,367   $304,423    19%   45%  $-   $- 
Vendor B  $75,546   $131,132    29%   19%  $3,722   $- 
Vendor C  $71,478   $88,841    27%   13%  $38,604   $26,426 
   $ 198,391   $ 524,396    75%   77%  $42,326   $26,426 

 

For six months ended June 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchase  

Percentage of

purchases

  

Accounts payable,

trade

 
                         
Vendor A  $74,870   $407,162    17%   45%  $-   $- 
Vendor B  $166,206   $187,012    37%   19%  $3,722   $- 
Vendor C  $95,572   $159,895    21%   13%  $38,604   $26,426 
   $ 336,648   $ 754,069    75%   77%  $42,326   $26,426 
v3.23.2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Tables)
 6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
SCHEDULE OF OPERATION LEASE RIGHT OF USE ASSETS

As of June 30, 2023 and December 31, 2022, operating lease right of use asset as follow:

 

   As of June 30, 2023   As of December 31, 2022 
As of beginning of the period/year  $44,548   $92,606 
Accumulated amortization   (21,646)   (42,310)
Effect of translation exchange   (1,548)   (5,748)
Balance as of end of the period/year  $21,354   $44,548 
SCHEDULE OF OPERATING LEASE LIABILITY

As of June 30, 2023, operating lease liability as follow:

 

As of January 1, 2023  $44,548 
Less: gross repayment   (22,488)
Add: imputed interest   842 
Effect of translation exchange   (1,548)
Balance as of June 30, 2023  $21,354 
Less: lease liability current portion   (21,354)
Lease liability non-current portion  $- 
SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Maturities of operating lease obligation as follow:

 

Year ending     
December 31, 2023   21,354 
Total  $21,354 
SCHEDULE OF OPERATING LEASE OTHER INFORMATION

Other information:

 

   As of June 30, 2023   As of December 31, 2022 
   (unaudited)   (audited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $20,786   $42,212 
Right-of-use assets obtained in exchange for operating lease liabilities   21,354    44,548 
Remaining lease term for operating lease (years)   0.5    1 
Weighted average discount rate for operating lease   5.4%   5.4%
v3.23.2
RELATED PARTY TRANSACTIONS (Tables)
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF RELATED PARTY TRANSACTION

For the period ended June 30, 2023 the Company has the following transactions with related party:

 

  

For the period ended

June 30,

2023

(Unaudited)

  

For the period ended

June 30,

2022

(Unaudited)

 
Professional Fees:          
- Related party A  $3,000   $3,000 
           
Sales          
- Related party B  $127,102   $255,239 
- Related party C   45,150    7,572 
           
Total  $175,252   $265,811 
v3.23.2
SEGMENTED INFORMATION (Tables)
 6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SCHEDULE OF REPORTING SEGMENTS

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 

By Geography*:

 

   Nevada*   Seychelles*   Hong Kong*   Malaysia*   Total* 
   For the period ended June 30, 2023 
   Nevada   Seychelles   Hong Kong   Malaysia   Total 
                     
Revenues  $-   $-   $-   $621,195   $621,195 
Cost of revenues   -    -    -    (447,498)   (447,498)
Depreciation and amortization   -    -    (514)   (36,022)   (36,536)
Net (loss)/profit before taxation   (35,199)   (3,178)   (3,540)   13,326    (28,591)
                          
Total assets  $14,274   $21,998   $13,209   $254,314   $303,795 

 

   Nevada*   Seychelles*   Hong Kong*   Malaysia*   Total* 
   For the period ended June 30, 2022 
   Nevada   Seychelles   Hong Kong   Malaysia   Total 
                     
Revenues  $-   $-   $-   $1,187,232   $1,187,232 
Cost of revenues   -    -    -    (995,387)   (995,387)
Depreciation and amortization   -    -    (515)   (37,129)   (37,644)
Net (loss)/profit before taxation   (20,770)   (2,169)   (2,064)   40,131    15,128 
                          
Total assets  $27,187   $7,055   $14,711   $404,780   $453,733 

 

* Revenues and costs are attributed to countries based on the location of customers.
v3.23.2
SCHEDULE OF VARIABLE INTEREST ENTITY (Details)
 6 Months Ended
Jun. 30, 2023
DSwiss Holding Limited [Member]  
Company name DSwiss Holding Limited
Place of incorporation Seychelles
Date of incorporation 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 of incorporation Hong Kong
Date of incorporation 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 of incorporation Malaysia
Date of incorporation Mar. 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 Bhd
Place of incorporation Malaysia
Date of incorporation Mar. 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 100.00%
v3.23.2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - shares
Jan. 18, 2023
Jun. 30, 2023
DSwiss Holding Limited [Member] | HONG KONG    
Equity ownership interest rate percentage   100.00%
DSwiss Sdn Bhd [Member] | MALAYSIA    
Equity ownership interest rate percentage   100.00%
DSwiss Biotech Sdn Bhd [Member] | HONG KONG    
Equity ownership interest rate percentage 60.00%  
Stock issued during period, shares, new issues 1,500  
DSwiss Biotech Sdn Bhd [Member] | MALAYSIA    
Equity ownership interest rate percentage   40.00%
v3.23.2
SUMMARY OF PROPERTY AND EQUIPMENT USEFUL LIFE (Details)
Jun. 30, 2023
Computer and Software [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 5 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 5 years
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 10 years
Motor Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful lives 5 years
v3.23.2
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION (Details)
Jun. 30, 2023
Jun. 30, 2022
Period End RM [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange rate, translation 4.67 4.41
Period Average RM [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange rate, translation 4.45 4.29
Period-end HK [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange rate, translation 7.84 7.85
Period Average HK [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange rate, translation 7.84 7.83
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Integer
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Accounting Policies [Abstract]          
Net income loss $ 12,003 $ 19,137 $ 28,926 $ (15,128)  
Accumulated deficit $ 1,389,544   1,389,544   $ 1,324,002
Cash used in operations     $ 71,200 $ (30,627)  
Intangible asset, useful life 10 years   10 years    
Impairment loss     $ 0    
Largest amount of tax benefit, description     greater than 50%    
Number of reportable operating segment | Integer     3    
v3.23.2
VIE STRUCTURE AND ARRANGEMENTS (Details Narrative) - RM / shares
Jan. 18, 2023
Jun. 27, 2016
DSwiss HK Limited [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Number of shares, acquired 150,000  
Equity ownership interest rate percentage 60.00%  
Consideration price per share RM 1  
Management Services Agreement I [Member] | DSwiss HK Limited [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Percentage of annual net profit to be received as fee   100.00%
v3.23.2
STOCKHOLDERS’ EQUITY (Details Narrative) - shares
Jun. 30, 2023
Dec. 31, 2022
Equity [Abstract]    
Common stock shares issued 206,904,585 206,904,585
Common stock shares outstanding 206,904,585 206,904,585
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
v3.23.2
SCHEDULE OF PLANT AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total plant and equipment $ 268,699 $ 268,699
Accumulated depreciation (201,612) (187,236)
Effect of translation exchange (12,615) (9,284)
Plant and equipment, net 54,472 72,179
Computer and Software [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment 105,535 105,535
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment 6,144 6,144
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment 21,152 21,152
Motor Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment $ 135,868 $ 135,868
v3.23.2
PLANT AND EQUIPMENT (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 6,839 $ 8,191 $ 14,376 $ 15,692
v3.23.2
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Trademarks $ 12,077 $ 12,077
Amortization (8,678) (8,164)
Effect of translation exchange (467) (454)
Intangible assets, net $ 2,932 $ 3,459
v3.23.2
INTANGIBLE ASSETS (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization of intangible assets $ 257 $ 257 $ 514 $ 515
v3.23.2
SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Other receivables $ 66
Prepaid expenses 658 2,080
Deposits 18,606 19,669
Total prepaid expenses and deposits $ 19,330 $ 21,749
v3.23.2
SCHEDULE OF INVENTORIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Finished goods, at cost $ 4,378 $ 7,483
Total inventories $ 4,378 $ 7,483
v3.23.2
SCHEDULE OF OTHER PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Other payables $ 86,508 $ 100,385
Accrued audit fees 25,636 20,266
Accrued other expenses 12,864 16,683
Accrued professional fees 12,487 17,376
Total payables and accrued liabilities $ 137,495 $ 154,710
v3.23.2
SCHEDULE OF OBLIGATION UNDER FINANCE LEASE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Finance Lease Liability    
Finance lease $ 46,876 $ 58,768
Less: interest expense (2,600) (3,792)
Total 44,276 54,976
Current portion 7,895 16,515
Non-current portion $ 36,381 $ 38,461
v3.23.2
SCHEDULE OF MATURITIES OF FINANCE LEASE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Finance Lease Liability    
2023 $ 7,895  
2024 16,291  
2025 12,441  
2026 7,649  
Total $ 44,276 $ 54,976
v3.23.2
FINANCE LEASE LIABILITY (Details Narrative)
 6 Months Ended
Jun. 30, 2023
First Finance Lease Agreement [Member]  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Finance lease, description The first finance lease agreement commenced on July 31, 2018 with the effective interest rate of 3.62% per annum, due through June, 2025, with principal and interest payable monthly
Second Finance Lease Agreement [Member]  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Finance lease, description The second finance lease agreement commenced on December 3, 2021 with the effective interest rate of 3.70% per annum, due through November, 2026, with principal and interest payable monthly
v3.23.2
SCHEDULE OF COMPONENTS OF INCOME LOSS BEFORE INCOME TAXES (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
(Loss)/Profit before income tax $ (11,839) $ (19,137) $ (28,591) [1] $ 15,128 [1]
UNITED STATES        
(Loss)/Profit before income tax     (35,199) (20,770)
SEYCHELLES        
(Loss)/Profit before income tax [1]     (3,178) (2,169)
HONG KONG        
(Loss)/Profit before income tax [1]     (3,540) (2,064)
MALAYSIA        
(Loss)/Profit before income tax [1]     $ 13,326 $ 40,131
[1] Revenues and costs are attributed to countries based on the location of customers.
v3.23.2
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Current:        
- Local    
- Foreign     (335)
Deferred:        
- Local    
- Foreign    
Income tax expense $ (164) $ (335)
v3.23.2
INCOME TAXES (Details Narrative)
 6 Months Ended
Jun. 30, 2023
USD ($)
United States of America [Member]  
Operating Loss Carryforwards [Line Items]  
Cumulative net operating losses $ 507,350
Income tax rate 21.00%
Net operating loss carryforwards expiration The net operating loss carry forwards begin to expire in 2038, if unutilized
Valuation allowance $ 106,544
Hong Kong [Member] | DSwiss HK Limited [Member]  
Operating Loss Carryforwards [Line Items]  
Cumulative net operating losses $ 634,643
Income tax rate 16.50%
Valuation allowance $ 104,716
Statutory income tax, rate 16.50%
Malaysia [Member] | DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd [Member]  
Operating Loss Carryforwards [Line Items]  
Cumulative net operating losses $ 203,977
Income tax rate 15.00%
Valuation allowance $ 30,597
Malaysia [Member] | DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd [Member] | Minimum [Member]  
Operating Loss Carryforwards [Line Items]  
Statutory income tax, rate 15.00%
Malaysia [Member] | DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd [Member] | Maximum [Member]  
Operating Loss Carryforwards [Line Items]  
Statutory income tax, rate 24.00%
v3.23.2
SCHEDULE OF CONCENTRATION OF RISK (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Concentration Risk [Line Items]        
Revenues $ 355,274 $ 739,595 $ 621,195 [1] $ 1,187,232 [1]
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member]        
Concentration Risk [Line Items]        
Revenues $ 346,253 $ 63,861
Concentration risk, percentage 46.00% 10.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member]        
Concentration Risk [Line Items]        
Revenues $ 91,754 $ 155,407 $ 416,432
Concentration risk, percentage 25.00% 21.00% 35.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer C [Member]        
Concentration Risk [Line Items]        
Revenues $ 50,196 $ 127,102 $ 255,238
Concentration risk, percentage 14.00% 20.00% 21.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer D [Member]        
Concentration Risk [Line Items]        
Revenues $ 85,002 $ 100,392
Concentration risk, percentage 24.00% 16.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member]        
Concentration Risk [Line Items]        
Revenues $ 226,952 $ 501,660 $ 439,203 $ 671,670
Concentration risk, percentage 63.00% 67.00% 70.00% 56.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer E [Member]        
Concentration Risk [Line Items]        
Revenues     $ 147,848
Concentration risk, percentage     24.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | Trade Accounts Receivable [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade 30,849 6,843 30,849 6,843
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | Trade Accounts Receivable [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade 27,475 27,475
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member] | Trade Accounts Receivable [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade 30,849 6,843 30,849 6,843
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer D [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer D [Member] | Trade Accounts Receivable [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade 27,475 27,475
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade 58,324 6,843 58,324 6,843
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers [Member] | Trade Accounts Receivable [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade 58,324 6,843 58,324 6,843
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer E [Member] | Trade Accounts Receivable [Member]        
Concentration Risk [Line Items]        
Accounts receivable, trade
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]        
Concentration Risk [Line Items]        
Concentration risk, percentage 19.00% 45.00% 17.00% 45.00%
Purchases $ 51,367 $ 304,423 $ 74,870 $ 407,162
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]        
Concentration Risk [Line Items]        
Concentration risk, percentage 29.00% 19.00% 37.00% 19.00%
Purchases $ 75,546 $ 131,132 $ 166,206 $ 187,012
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor C [Member]        
Concentration Risk [Line Items]        
Concentration risk, percentage 27.00% 13.00% 21.00% 13.00%
Purchases $ 71,478 $ 88,841 $ 95,572 $ 159,895
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendors [Member]        
Concentration Risk [Line Items]        
Concentration risk, percentage 75.00% 77.00% 75.00% 77.00%
Purchases $ 198,391 $ 524,396 $ 336,648 $ 754,069
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]        
Concentration Risk [Line Items]        
Account Payable, Trade
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]        
Concentration Risk [Line Items]        
Account Payable, Trade 3,722 3,722
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor C [Member]        
Concentration Risk [Line Items]        
Account Payable, Trade 38,604 26,426 38,604 26,426
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendors [Member]        
Concentration Risk [Line Items]        
Account Payable, Trade $ 42,326 $ 26,426 $ 42,326 $ 26,426
[1] Revenues and costs are attributed to countries based on the location of customers.
v3.23.2
SCHEDULE OF OPERATION LEASE RIGHT OF USE ASSETS (Details) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease right of use asset $ 44,548 $ 92,606
Accumulated amortization (21,646) (42,310)
Effect of translation exchange (1,548) (5,748)
Operating lease right of use asset, ending $ 21,354 $ 44,548
v3.23.2
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($)
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease liability, beginning $ 44,548  
Less: gross repayment (22,488)  
Add: imputed interest 842  
Effect of translation exchange (1,548)  
Operating lease liability, ending 21,354  
Less: lease liability current portion (21,354) $ (44,548)
Lease liability non-current portion  
v3.23.2
SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION (Details)
Jun. 30, 2023
USD ($)
Leases [Abstract]  
December 31, 2023 $ 21,354
Total $ 21,354
v3.23.2
SCHEDULE OF OPERATING LEASE OTHER INFORMATION (Details) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating cash flow from operating lease $ 20,786 $ 42,212
Right-of-use assets obtained in exchange for operating lease liabilities $ 21,354 $ 44,548
Remaining lease term for operating lease (years) 6 months 1 year
Weighted average discount rate for operating lease 5.40% 5.40%
v3.23.2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Details Narrative) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Jan. 01, 2022
Dec. 31, 2021
Lease liability $ 21,354 $ 44,548    
Lease asset- right of use $ 21,354 $ 44,548   $ 92,606
Discount rate of lease payment 5.40% 5.40%    
Operating lease right of use asset, amortization $ 21,646 $ 42,310    
Lease expenses 21,646 42,310    
Accounting Standards Update 2016-02 [Member]        
Lease liability     $ 92,606  
Lease asset- right of use     $ 92,606  
Discount rate of lease payment     5.40%  
Operating lease right of use asset, amortization $ 21,646 $ 42,310    
v3.23.2
SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Related Party Transaction [Line Items]    
Total $ 175,252 $ 265,811
Related Party A [Member]    
Related Party Transaction [Line Items]    
Professional Fees 3,000 3,000
Related Party B [Member]    
Related Party Transaction [Line Items]    
Sales 127,102 255,239
Related Party C [Member]    
Related Party Transaction [Line Items]    
Sales $ 45,150 $ 7,572
v3.23.2
RELATED PARTY TRANSACTIONS (Details Narrative)
Jun. 30, 2023
Related Party A [Member]  
Ownership percentage 7.33%
v3.23.2
SCHEDULE OF REPORTING SEGMENTS (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues $ 355,274 $ 739,595 $ 621,195 [1] $ 1,187,232 [1]  
Cost of revenues (263,561) (663,012) (447,498) [1] (995,387) [1]  
Depreciation and amortization [1]     (36,536) (37,644)  
Net (loss)/profit before taxation (11,839) (19,137) (28,591) [1] 15,128 [1]  
Assets 303,795 [1] 453,733 [1] 303,795 [1] 453,733 [1] $ 381,924
NV [Member]          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues [1]      
Cost of revenues [1]      
Depreciation and amortization [1]      
Net (loss)/profit before taxation [1]     (35,199) (20,770)  
Assets [1] 14,274 27,187 14,274 27,187  
SEYCHELLES          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues [1]      
Cost of revenues [1]      
Depreciation and amortization [1]      
Net (loss)/profit before taxation [1]     (3,178) (2,169)  
Assets [1] 21,998 7,055 21,998 7,055  
HONG KONG          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues [1]      
Cost of revenues [1]      
Depreciation and amortization [1]     (514) (515)  
Net (loss)/profit before taxation [1]     (3,540) (2,064)  
Assets [1] 13,209 14,711 13,209 14,711  
MALAYSIA          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenues [1]     621,195 1,187,232  
Cost of revenues [1]     (447,498) (995,387)  
Depreciation and amortization [1]     (36,022) (37,129)  
Net (loss)/profit before taxation [1]     13,326 40,131  
Assets [1] $ 254,314 $ 404,780 $ 254,314 $ 404,780  
[1] Revenues and costs are attributed to countries based on the location of customers.
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